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Catherine M. Clarkin

Partner

Catherine M. Clarkin

Partner
New York +1-212-558-4175+1-212-558-4175 +1-212-558-3588+1-212-558-3588
[email protected]
Cathy Clarkin is a partner in Sullivan & Cromwell’s Capital Markets and Financial Institutions Groups and is co-head of the Firm’s Capital Markets Group. She advises clients on a wide variety of capital market transactions across a broad range of industries. Cathy has advised on many high-profile public and private offerings of equity and debt securities by U.S. and non-U.S. issuers, including IPOs, secondary offerings, complex debt issuances, liability management transactions and securities issued in connection with M&A and joint ventures. She regularly advises a broad range of clients on ongoing public company matters, including corporate governance, ESG, cybersecurity and disclosure matters.

Rankings and Recognitions
  • Profiles in Diversity Journal – named a “Woman Worth Watching” (2021)
  • Chambers Global – recognized for Capital Markets: Debt & Equity: Eastern U.S. (2022)
  • Chambers USA – recognized for Capital Markets: Debt & Equity: Eastern U.S. (2020-2021)
  • The Legal 500 U.S. – recognized for Capital Markets: Debt Offerings (2017, 2018), Capital Markets: Equity Offerings (2017, 2018), and Capital Markets: Global Offerings (2018)
  • IFLR1000 U.S. – recognized for Capital Markets: Equity (2017-2020)
  • Euromoney Legal Media Group Americas Women in Business Law Awards – winner “Best in Capital Markets: Equity” (2020) and shortlisted “Best in Capital Markets” (2017)
  • Law360 – won “Capital Markets MVP” award (2016)
Professional Activities and Community Involvement
  • Treasurer and Board Member, TEAK Fellowship
  • Director, Lawyers Alliance for New York
  • Member, NYC Bar Securities Regulation Committee
Speaking Engagements
  • “ESG Hot Topics,” WomenCorporateDirectors
  • “Women on Boards: A Discussion with Sullivan & Cromwell LLP & Egon Zehnder,” Egon Zehnder
  • ​“What’s New in Securities Law? Traps for the Unwary,” Practising Law Institute
  • “Creating Environmental, Social, and Governance Criteria: Transparency, Reliance, and Due Diligence,” Strafford
  • “Securities Filings 2018: Practical Guidance in a Changing Environment,” Practising Law Institute


SELECTED REPRESENTATIONS

Selected IPOs
  • Artisan Partners Asset Management Inc. in its IPO and NYSE listing
  • First Hawaiian Bank in its IPO, spinoff from BNP Paribas, and Nasdaq listing
  • First Republic Bank in its $323 million IPO and NYSE listing
  • National Australia Bank in the IPO and NYSE listing of its U.S. bank subsidiary, Great Western Bancorp, Inc.
  • Thimble Point Acquisition Corp., a SPAC formed by the Pritzker Vlock Family Office and LaunchCapital, in its upsized IPO, Nasdaq Capital Market listing and merger with Pear Therapeutics, Inc.
  • TS Innovation Acquisitions Corp., a SPAC formed by Tishman Speyer Properties, L.P., in its IPO and Nasdaq listing
  • TS Innovation II Corp., a SPAC formed by Tishman Speyer Properties, L.P., in its IPO and Nasdaq listing
  • Underwriters in connection with the $718 million IPO and NYSE listing by Artio Global Investors Inc.
  • Underwriters in connection with the $150 million IPO and NYSE listing by Cadence Bancorporation
  • Underwriters in connection with the $339.3 million IPO and Nasdaq Global Select Market listing by CBOE Holdings, Inc.
  • Underwriters in connection with the $470.6 million IPO and NYSE listing by Clear Secure, Inc.
  • Strategic investor in connection with the $500 million IPO and NYSE listing by Vantiv Inc.
Selected Capital Markets Transactions
  • Ally Financial Inc. in its preferred stock offering
  • Artisan Partners Asset Management in multiple synthetic secondary equity offerings
  • Baxter International Inc. in multiple debt offerings and exchange offers
  • BNP Paribas in the sale of common stock of First Hawaiian, Inc.
  • Enbridge Inc. in its debt offerings (including its inaugural sustainability-linked bond, the first sold by a North American pipeline company)
  • First Midwest Bancorp, Inc. in its preferred stock and notes offerings and related liability management transactions
  • First Republic Bank in its secondary equity, subordinated notes and preferred stock offerings
  • Integra LifeSciences Holdings Corporation in its follow-on equity and convertible notes offerings
  • IntercontinentalExchange Inc. in its secondary equity and notes offerings, including in connection with its $11 billion acquisition of Ellie Mae, its $5.2 billion acquisition of Interactive Data Corporation and its $8.2 billion acquisition of NYSE Euronext
  • Regions Financial Corporation in its preferred stock and notes offerings and related asset liability management transactions
  • Ryder System, Inc. in multiple notes offerings
  • Texas Capital Bancshares, Inc. in its preferred stock and debt offering
  • UBS AG in its offering of ETRACS exchange traded notes
  • Initial purchasers in connection with high-yield notes offerings by VICI Properties Inc.
  • Underwriters in connection with follow-on equity offerings by Cadence Bancorporation
  • Underwriters in connection with multiple debt and equity offerings by Goldman Sachs
  • Underwriters in connection with preferred stock and notes offerings by Stifel Financial Corp.
  • Underwriters in connection with notes and secondary equity offerings by Visa Inc. 
Selected M&A Transactions
  • Amgen in its $13.4 billion acquisition of worldwide rights to Otezla® (apremilast) from Celgene in connection with Celgene’s merger with Bristol-Myers Squibb
  • Andeavor (formerly known as Tesoro Corporation) in its acquisition of Western Refining Inc.
  • Cheniere Energy, Inc. to acquire all of the outstanding shares of Cheniere Energy Partners LP Holdings, LLC (CQH)
  • Diebold in its combination with Wincor Nixdorf to form Diebold Nixdorf
  • IntercontinentalExchange Group, Inc. in its acquisition of NYSE Euronext, Ellie Mae, and IDC   
  • Kraft in its merger with H.J. Heinz to form The Kraft Heinz Company
  • Praxair, Inc. in its $80 billion combination with Linde AG