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Securities Offerings 2013: A Public Offering: How It Is Done


Speaker(s): David K. Boston, Debbie O'Connell, Joseph H. Kaufman, K. So Young Lee, LizabethAnn R. Eisen, Pamela A. Long, Robert Evans III, Sarah E. Beshar, William C. Fredericks, William V. Fogg
Recorded on: Mar. 15, 2013
PLI Program #: 41428

K. So Young Lee is a Director and Assistant General Counsel in the Equity Capital Markets group at Bank of America Merrill Lynch. Ms. Lee focuses on equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry. Prior to joining Bank of America Merrill Lynch, Ms. Lee practiced law with the firm of Sidley Austin LLP.


William V. Fogg is the Managing Partner of Cravath’s Corporate Department. His practice focuses on representing issuers and investment banking firms in connection with public and private offerings of securities. Mr. Fogg also advises companies on corporate governance and general corporate and disclosure matters.

Mr. Fogg’s clients have included J.P. Morgan, Credit Suisse, UAL, Jones Apparel, Burlington Northern, Home Depot, Cincinnati Bell, Alliant Energy and Pepsi Bottling.

Recent transactions include various debt, equity and aircraft financings for UAL as well as its merger with Continental Airlines, initial public offerings of The WhiteWave Foods Company, Green Dot Corporation, Cascal N.V. and American Water Works Company, high-yield debt offerings of NCR, GrafTech International, CyrusOne LP, Cincinnati Bell, United Rentals, Patheon, syncreon, Jones Apparel, J.B. Poindexter and Affinia, investment grade debt offerings of Sherwin-Williams, Wisconsin Power and Light, Burlington Northern Santa Fe, Wm. Wrigley, Ingersoll-Rand, Murphy Oil, Albemarle Corporation, DuPont and Freeport-McMoRan Copper & Gold, Inc. and equity offerings by Wells Fargo & Co., James River Coal Company, Freeport-McMoRan and Mosaic. In addition, Mr. Fogg is designated underwriters’ counsel for a number of companies, including JPMorgan Chase & Co. (approximately 50 offerings since the beginning of 2008).

Mr. Fogg has been repeatedly cited as one of the country’s leading capital markets practitioners by, among others, Chambers USA: America’s Leading Lawyers for Business from 2008 through 2012; Chambers Global: The World’s Leading Lawyers for Business from 2009 through 2012; The Legal 500 in 2011 and 2012; IFLR1000: The Guide to the World’s Leading Financial Law Firms from 2008 through 2013; and The Best Lawyers in America from 2007 through 2013.

Mr. Fogg was born in New York, New York. He received an A.B. magna cum laude from Brown University in 1988 and a J.D. from Columbia Law School in 1991, where he was a Harlan Fiske Stone Scholar and a Managing Editor of the Journal of Law and Social Problems. He joined Cravath in 1991 and became a partner in 1999.


Debbie O'Connell is a partner in the SEC Services Group within PwC's National Professional Services Group. Debbie stands out as a seasoned expert in the technology industry that people rely on for insight and guidance in solving their most difficult business issues. Debbie uses her extensive experience to help clients and other partners anticipate issues and resolve critical business, operational and accounting matters. With a diverse background in the technology, retail and consumer products industries over the last 20 years, her expertise is wide-ranging and includes SEC reporting matters, public and private capital markets activities, and complex accounting matters. Debbie's clients have ranged from large highly recognized multi-national corporations such as Eastman Kodak Company, L-3 Communications, and 3M Corporation, to smaller public and private companies. 

A graduate of Boston College, Debbie is a member of the AICPA and is a Certified Public Accountant licensed in Massachusetts, New York and New Jersey.
 


Sarah Beshar

As a partner in Davis Polk's Corporate Department, Ms. Beshar represents clients in U.S. and global capital markets transactions and advises on general securities and corporate governance issues. She regularly works for issuers and underwriters and has taken a leading role in public and private debt and equity offerings, including initial public offerings, secondary and convertible offerings and investment-grade and non-investment-grade debt. Ms. Beshar has also advised many companies in connection with their general corporate governance, compliance and securities work. A recent noteworthy transaction was advising the underwriters on the General Motors $23.1 billion initial public offering, which was the largest IPO in history.

Ms. Beshar also has significant experience in the development of new financial products, including various types of synthetic exchangeable securities and other equity-, index-, commodity- and currency-linked products for retail and institutional investors. She is lead counsel to JPMorgan Chase on their registered and unregistered structured products issuance programs.

WORK HIGHLIGHTS

  • Completed the largest initial public offering in history ($23.1 billion initial public offering of General Motors)
  • Has represented Morgan Stanley, J.P. Morgan Securities, Credit Suisse First Boston, Banc of America and other banks in capital markets transactions
  • Advises on JPMorgan Chase's structured products programs and other complex securities
  • Completed the largest debt offering in U.S. history (General Motors' $17.6 billion debt sale)

Recent Transactions

  • Advised on the $101.9 million SEC-registered secondary offering of EnerSys
  • Advised on the General Motors $23.1 billion initial public offering
  • Advised J.P. Morgan Securities Inc. in connection with the Range Resources equity and guaranteed high-yield offering
  • Advised Limited Brands on its $500 million guaranteed high-yield notes offering
  • Advised Patriot Coal Corporation on its $250 million SEC-registered offering of high-yield senior notes


RECOGNITION
Ms. Beshar is listed as a leading lawyer in Chambers Global: The World's Leading Lawyers for Business and Chambers USA: America's Leading Lawyers for Business.

OF NOTE

  • Trustee, University of Western Australia (America)
  • Trustee, Magdalen College, Oxford University


PROFESSIONAL HISTORY

  • Partner, 1994-present
  • Associate, 1986-1994


David K. Boston is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York and co-chair of the firm’s Mergers & Acquisitions Group.  He specializes in merger and acquisition transactions involving public and private companies and in public and private offerings of equity and debt securities.  Dave regularly advises boards of directors and senior management regarding strategic and governance matters.


Joe Kaufman is a Partner at Simpson Thacher & Bartlett LLP, where he is a member of the Firm's Corporate Department. Joe advises clients on public and private offerings of debt and equity securities, corporate governance, business combinations and general corporate and securities law matters.  Joe joined Simpson Thacher in 1994 and was elected a member of the Firm in November 2002.

Joe was recently recognized by Chambers USA: America's Leading Lawyers for Business 2019. He was also named a 2015 “MVP” in Capital Markets by Law360. In 2011, he was named by The National Law Journal as one of the three “Most Influential Lawyers” in the Finance and Capital Markets category. In 2005, he was named one of 17 “Up-and-Comers of the Deal Economy” by The Deal magazine.

He is a member of the Board of Directors of Start Small, Think Big!, an organization that helps under-resourced entrepreneurs create thriving businesses in underserved areas.  In his spare time, Joe is an avid swimmer and annually swims across Long Island Sound to raise money for cancer research, prevention and treatment on behalf of Swim Across America.

He received his A.B., magna cum laude, from Harvard College in 1989, and his B.A. (Hons.) in Economics from the University of Canterbury (New Zealand) in 1990. He received his J.D. with honors from University of Chicago Law School in 1994, where he was managing editor of the University of Chicago Legal Forum.

 


LizAnn Eisen is a partner in Cravath’s Corporate Department. Her practice focuses on domestic and international corporate finance transactions, corporate governance and reporting matters and restructurings.

Ms. Eisen is a frequent speaker and author on the securities laws. She has chaired the Practising Law Institute’s (PLI) annual program on public offerings for many years and has written on debt financing commitments and the SEC rules on completing IPOs as market conditions shift. In addition, in March 2016, Ms. Eisen spoke at a conference on “Compliance in a Global Arena: U.S., EU and Israeli Perspectives” in Tel Aviv, Israel. In June 2014, she spoke on a live webcast entitled “Underwriter’s Counsel: Latest Developments” at a program presented by TheCorporateCounsel.net.

In addition, Ms. Eisen is one of the six partners who oversee the Firm’s pro bono project with the Children’s Hospital at Montefiore and the Children’s Hospital of New York-Presbyterian through which free legal services are provided to patients and their families. She currently serves on the board of directors of Good Shepherd Services and as Vice President of the Board of The Fresh Air Fund. Ms. Eisen is also a member of the President’s Council of Cornell Women, the New York City Bar Association and the American Bar Association.

Ms. Eisen has been recognized as one of the leading practitioners in securities law by The Legal 500 from 2010 through 2016 and IFLR1000 in 2008, 2009 and from 2013 through 2017. She received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Capital Markets” in 2015. Ms. Eisen was also named to Lawdragon magazine’s 500 New Stars, New Worlds, a list of the nation’s top 500 up and-coming talent and innovative seasoned professionals who are “carrying the legal profession to new frontiers.”

Ms. Eisen comes from Portland, Oregon. She received a B.A. magna cum laude in 1994 from Cornell University and a J.D. in 1997 from the University of Pennsylvania. Ms. Eisen joined Cravath in 1997 and became a partner in 2005.


Pam Long is an Assistant Director in the Division of Corporation Finance at the Securities and Exchange Commission.  Pam joined the Division staff in 1996 and has also served as an attorney-examiner and a special counsel in the Division.  Before joining the staff, Pam worked as an associate in the Baltimore office of Piper & Marbury and in the Chicago office of Vedder, Price, Kaufmann & Kammholz.


Rob Evans joined the SEC last July and is the Chief of the Office of International Corporate Finance. Before joining the SEC,

Mr. Evans worked at Shearman & Sterling LLP as a partner in the firm’s capital markets practice. Mr. Evans has extensive advising capacity having spent his professional career as a corporate and securities lawyer. “For over 20 years, Rob has been a leading voice on a wide range of issues relating to how investors and companies interact in the public and private markets, and we are excited to have him join the team here at the SEC,” said SEC Chairman Jay Clayton.

In addition, Mr. Evans has been a frequent speaker and writer on securities law, compliance and legal ethics. Mr. Evans was a member of the TriBar Opinion Committee, the Working Group on Legal Opinions, the American Law Institute, and Co-Chair of Shearman & Sterling’s Opinion Committee.

Mr. Evans attended Harvard University for his undergraduate degree and earned his law degree from Boston University School of Law.


WILLIAM C. FREDERICKS is a partner in the New York office of Scott + Scott LLP. He began his legal career as a law clerk for the Hon. Robert S. Gawthrop III of the U.S. District Court for the Eastern District of Pennsylvania, and then spent seven years practicing securities and complex commercial litigation as an associate at Simpson Thacher & Bartlett and Willkie Farr & Gallagher before moving to the plaintiffs’ side of the bar in 1997 where he was a partner at Milberg LLP and then at Bernstein Litowitz Berger & Grossmann LLP. Mr. Fredericks has represented investors as a lead or co-lead counsel in dozens of securities class actions, including In re Wachovia Preferred Securities and Bond/Notes Litig. (S.D.N.Y.) (total settlements of $627 million, reflecting the largest recovery ever in a pure Securities Act case that did not involve any parallel government fraud claims); In re Rite Aid Securities Litig. (E.D. Pa.) (total settlements of $323 million, including the then-second largest securities fraud settlement ever against a Big Four accounting firm); In re Sears Roebuck & Co. Securities Litig. (N.D. Ill.) ($215 million settlement, reflecting the largest section 10(b) recovery in history in an action not involving either a financial restatement or parallel government fraud claims ); In re State Street ERISA Litig. ($89 million settlement, one of the largest ERISA class action settlements to date) and Irvine v. Imclone Systems, Inc. (S.D.N.Y.) ($75 million settlement). He has also obtained significant recoveries on behalf of creditor interests, including recoveries against News Corp. on behalf of the receiver in bankruptcy of Australis Holdings Pty. Limited, and recoveries on behalf of the Friedman’s Creditor’s Trust against certain former outside attorneys, auditors and financial advisers of Friedman’s, Inc. Mr. Fredericks also played a lead role on the appellate team that obtained a rare 9-0 decision for plaintiffs (and remand to the district court) in a securities fraud case from the United States Supreme Court in Merck & Co., Inc. v. Reynolds, 130 S.Ct. 1784 (2010). Mr. Fredericks also has extensive experience litigating various MBS-related actions against MBS issuers, sponsors, underwriters and trustees, including the ongoing litigation in Retirement Board v. Bank of New York Mellon, No. 1:11-cv-05459 (S.D.N.Y.) against the trustee of various Countrywide-sponsored MBS trusts based on the trustee’s alleged failure to take timely and appropriate actions to enforce the trusts’ repurchase rights).

Mr. Fredericks graduated from Columbia University School of Law in 1988, where he was awarded the Toppan Prize in Advanced Constitutional Law, the Beck Prize in Property Law, the Greenbaum Prize for Legal Writing, and the Gov. Thomas E. Dewey Prize for best oral argument in the final round of Columbia’s 1988 Harlan Fiske Stone Moot Court Honor Competition. He earned his B.S., with High Honors, from Swarthmore College, and also holds an M. Litt. degree in international relations from Oxford University.

Mr. Fredericks has been a panelist on numerous programs sponsored by various organizations, including the Practising Law Institute (PLI) and the American Law Institute/American Bar Association (ALI/ABA). He is a member of the Association of the Bar of the City of New York (former chairman, Committee on Military Affairs and Justice), The American Bar Association, and The Federal Bar Council. He is admitted to the bar of the State of New York and to the bars of the United States Supreme Court, the U.S. Courts of Appeal for the Second, Third, Sixth and Tenth Circuits, and the U.S. District Courts for the Southern and Eastern Districts of New York.