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Securities Offerings 2015: A Public Offering: How It Is Done


Speaker(s): D. Scott Bennett, David K. Boston, Joseph H. Kaufman, Katherine M. Sinderson, LizabethAnn R. Eisen, Pamela A. Long, Randol Justice, Robert Evans III, Sarah E. Beshar
Recorded on: Mar. 13, 2015
PLI Program #: 58770

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.

 


Scott Bennett is a partner in Cravath’s Corporate Department. His practice primarily focuses on representing issuers and investment banking firms in connection with public and private offerings of securities, as well as representing corporate clients in mergers and acquisitions. Mr. Bennett advises clients across a broad range of industries, such as consumer products, oil and gas, financial services, healthcare, industrials and chemicals, media and entertainment, technology, telecommunications, shipping, transportation and blockchain and financial technology (FinTech).

Mr. Bennett has been recognized for his work in the capital markets arena by The Legal 500 United States from 2014 through 2019; The Legal 500 Latin America from 2015 through 2017; IFLR1000 from 2016 through 2019; and Super Lawyers in 2016 and 2017. He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. From 2017 through 2019, Mr. Bennett was named a “Next Generation Lawyer” in both the Capital Markets: Equity Offerings and Capital Markets: Global Offerings categories by The Legal 500 United States. In addition, he has been recognized as a leading practitioner in mergers and acquisitions by The Legal 500 Latin America in 2016 and 2017.

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University in 2006 where he was valedictorian, a notes and comments editor of the Law Journal and was elected to the Order of the Coif. He joined Cravath in 2006 and became a partner in 2014. Mr. Bennett currently serves as the Firm’s Corporate Hiring Partner and is a member of the Firm’s Diversity Committee.


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.


Ms. Sinderson is involved in a variety of the firm’s practice areas, including securities fraud, corporate governance, and advisory services.  She is currently leading the teams prosecuting securities class actions against FleetCor Technologies and Frontier Communications, as well as litigation arising from the failures of Wilmington Trust Corporation and SunEdison, Inc. 

Ms. Sinderson played a key role in two of the firm’s largest cases in its history, both of which settled near trial for billions of dollars on behalf of investors.  In In re Merck Securities Litigation, she was a member of the small trial team that achieved a $1.062 billion settlement.  This settlement is the second largest recovery ever obtained in the Third Circuit, one of the top 10 recoveries of all time, and the largest recovery ever achieved against a pharmaceutical company. She was also a member of the trial team prosecuting In re Bank of America Securities Litigation, which resulted in a recovery of $2.425 billion, the single largest securities class action recovery ever resolving violations of Sections 14(a) and 10(b) of the Securities Exchange Act and one of the largest shareholder recoveries in history. 

Ms. Sinderson has also been part of the trial teams in numerous other securities litigations that have successfully recovered hundreds of millions of dollars on behalf of injured investors.  Most recently, she served as a senior member of the teams that recovered $210 million in In re Salix Pharmaceuticals, Ltd. Securities Litigation, and $74 million in the take-private merger litigation San Antonio Fire and Police Pension Fund et al v. Dole Food Co. et al.  She was also a member of the trial team that prosecuted the action against Washington Mutual, Inc. and certain of its former officers and directors for alleged fraudulent conduct in the thrift’s home lending operations.  The action resulted in a recovery of $208.5 million, the largest recovery ever achieved in a securities class action in the Western District of Washington.  Some of her other prominent prosecutions include the In re Bristol-Myers Squibb Co. Securities Litigation, which resulted in a recovery of $125 million; and In re Biovail Corporation Securities Litigation, which resulted in a recovery of $138 million for defrauded investors and represents the second largest recovery in any securities case involving a Canadian issuer.

In 2016, Ms. Sinderson was recognized as a national “Rising Star” by Law360 for her work in securities litigation and was named to Benchmark Litigation’s “Under 40 Hot List,” which recognizes her as one the nation’s most accomplished legal partners under the age of 40. She is also regularly selected as a New York “Rising Star” by Super Lawyers.


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.


Randol has over 30 years experience providing audit and audit-related services to global companies engaged in all aspects of energy such as upstream, midstream, downstream and mining. In addition to audits of multinational company consolidated financial statements (US GAAP and IFRS), his experience includes mergers and acquisitions, carve-out audits, joint ventures, master limited partnerships, initial and secondary public offerings (US and foreign), SEC reporting matters and internal control assessments.

Since July 2012 (and from 1999 to 2002), Randol serves as a Partner in PwC’s National Professional Services. In this role, he oversees the SEC Services’ reviews for Energy, Mining and Power companies and provides technical support and resolution on significant SEC reporting and disclosure matters and industry topics.

Prior to July 2012, Randol was in Moscow over 5 years. During this time, he was the Global Engagement Partner OAO Gazprom and related companies (IFRS and US GAAP). In that role, he was responsible for all services provided to the group around the world.

Prior to Moscow, he served as engagement partner on large public energy companies and Quality Review Partner (QRP) for several other multinational energy and power companies.

Randol is a member of the firm’s Energy, Utilities and Mining IFRS Experts Committee which addresses key areas impacting EU&M companies, IFRS conversions, US GAAP differences and provides guidance to teams on such matters. He served as the Technical Liaison Partner for the firm’s Energy practice and a Risk Management Partner focusing on EU&M companies and provided technical support and resolution on high risk areas and internal control assessments. He has been an instructor on audit methodology, co-author of Petroleum Accounting 6th Edition and AICPA Oil and Gas Task Force member.