Debt Private Placements


U.S.- and UK-qualified lawyers in the private placement group advise Morrison & Foerster clients on the private issuance of debt and equity securities to the well-developed U.S. private placement market. Our attorneys also have extensive experience with the European market, as well as the growing Asian and Australasian markets for private placements.

Our private placement experience includes: traditional/Model Form transactions, structured transactions, credit enhancements, subsidiary and parent guaranty arrangements, security arrangements, including fixed and floating charges, jurisdictional issues and related structures, multi-currency transactions, and fixed and floating rate pricing.

Clients include major corporations from Australasia, Canada, Europe, Latin America, South Africa and the United States. Our attorneys have well-established relationships with the financial institutions who act as placement agents on these transactions, including Barclays Capital, ING, the Royal Bank of Scotland and Société Générale, among others.

Morrison & Foerster's private placement practice is one of the best known in the industry. Over the last six years, we have represented clients raising over $20 billion. The group regularly represents over 25% of annual total cross-border USPP debt issues.

Download Considerations for Foreign Banks Financing in the US (2016).

Bertelsmann U.S. Finance, Inc.
We represented Bertelsmann U.S. Finance, Inc., the U.S. finance subsidiary of Bertelsmann, the German media and entertainment company, in a private placement of $500 million of its senior notes.
Holcim Ltd
We represented Holcim Ltd in a cross-border private placement of $305 million senior notes issued by Holcim Capital Corporation Ltd and guaranteed by parent company Holcim Ltd.
Porsche Corporate Finance GmbH
We represented Porsche Corporate Finance GmbH (Austria and Switzerland) in a cross-border private placement of senior notes.
Rolls-Royce plc
We represented Rolls-Royce plc (United Kingdom) in a cross-border private placement of guaranteed senior notes issued in three tranches to U.S. financial institutions. The three tranches were for a total aggregate amount of $500 million.
The Electricity Supply Board of Ireland
We advised The Electricity Supply Board of Ireland on a private placement of senior debt.  At the time, the transaction was the largest private placement completed by an Irish issuer.

Chambers Global 2011
Asia-wide: Capital Markets: Equity
China: Capital Markets: US Law: International Firms
Japan: Banking & Finance: International
Japan: Capital Markets: Domestic
Japan: Capital Markets: International
United States: Capital Markets: Debt & Equity


Chambers Asia 2011
Japan: Banking & Finance: International
Japan: Capital Markets: Domestic


Chambers USA 2010
National: Capital Markets: Debt & Equity
California: Banking & Finance


IFLR1000 2011
China: Capital Markets: Foreign Firms
Japan: Banking
Japan: Capital Markets: Debt & Equity: Foreign Law
Japan: Capital Markets: Debt & Equity: Local Law
United States: Capital Markets: Debt & Equity


Legal 500 Asia-Pacific 2010-2011
China: Capital Markets: Foreign Firms
Hong Kong: Capital Markets: Debt & Equity
Japan: Banking and Finance: International Firms and Joint Ventures
Japan: Capital Markets: International Firms and Joint Ventures


Legal 500 UK 2009
Debt Capital Markets


Legal 500 US 2010
National: Capital Markets: Debt Offerings: Advice to Issuers
National: Capital Markets: Debt Offerings: Advice to Managers
National: Capital Markets: Global Offerings: Advice to Financial Institutions
National: Capital Markets: Global Offerings: Advice to Corporates


PLC Which lawyer? 2009
England: Capital Markets: Debt
England: Capital Markets: Foreign Law Advice
Japan: Banking: Lenders and Borrowers
Japan: Capital Markets: Debt & Equity
Japan: Capital Markets: Foreign Law Advice
United States: National: Banking: Lenders and Borrowers
United States: National: Capital Markets: Debt
United States: California: Los Angeles: Banking and Finance
United States: California: San Francisco and Silicon Valley: Banking and Finance


PLC Which lawyer? 2009 Global 50 Portrait
Banking and Finance noted as global area of excellence


Euroweek Awards 2008
Senior Financial Institution Bond Deal of the Year
Sterling-Denominated Bond Deal of the Year


Global Finance 2008
Best Legal Adviser (Asia) 


League Tables American Lawyer Corporate Scorecard 2008
#4 Equities by U.S. Corporations, Underwriter’s Counsel excluding IPOs
#8 Investment Grade Debt, Underwriter’s Counsel


Bloomberg Global Legal Adviser League Tables, Year End 2008
#3 US Equity Linked Manager Adviser (by volume)
#4 US Equity Offerings Manager Adviser (by volume)
#5 US Corporates Manager Adviser (by deal count)
#5 US Investment Grade Manager Adviser (by deal count)
#5 US Preferred Manager Adviser (by volume)
#7 Asia ex-Japan Equity IPO Manager Adviser (by deal count)
#7 Global Bonds Manager Adviser (by volume)
#7 US Corporates Manager Adviser (by volume)
#7 US Investment Grade Manager Adviser (by volume)
#8 Global Bonds Manager Adviser (by deal count)
#9 Asia ex-Japan Equity IPO Manager Adviser (by volume)
#10 US Preferred Manager Adviser (by deal count)


Bloomberg Global Legal Adviser League Tables, Q2 2009
#8 US Corporates Manager Advisers (by volume and by deal count)
#8 US Investment Grade Manager Advisers (by volume and by deal count)
#9 Global Bonds Manager Advisers (by volume and by deal count)
#15 US Equity Offerings Issuer Advisers (by volume and by deal count)
#15 Euromarket Bonds Manager Advisers (by volume)


Thomson Reuters US Capital Markets Legal Advisory Review, Q2 2009
#12 US Debt, Equity & Equity Related - Manager Legal Adviser (by deal size)
#12 US Straight Debt - Excluding MBS, ABS - Manager Legal Advisor (by deal size)
#13 US Straight Debt - Including MBS, ABS - Manager Legal Advisor (by deal size)
#14 US Investment Grade Corporate Debt - Manager Legal Advisor (by deal size)
#14 European International Debt - Manager Legal Advisor (by deal size)
#14 European Investment Grade Corporate Debt - Manager Legal Advisor (by deal size)
#15 Global Equity Issuance by US Issuers - Manager Legal Advisor (by deal size)
#15 US Equity & Equity-related - Manager Legal Advisor (by deal size)
#15 US Common Stock - Manager Legal Advisor (by deal size)


Thomson Reuters US Capital Markets Legal Advisory Review, Year End 2008
#2 US Preferred Stock – Manager Legal Adviser (by deal size)
#3 US Convertible Offerings – Manager Legal Adviser (by deal size)
#4 Global Equity Issuance by US Issuers – Manager Legal Adviser (by deal size)
#4 US Common Stock – Manager Legal Adviser (by deal size)
#4 US Equity & Equity Related – Manager Legal Adviser (by deal size)
#8 US Investment Grade Corporate Debt – Manager Legal Adviser (by deal size)
#8 US Preferred Stock – Manager Legal Adviser (by number of issues)
#9 US Debt, Equity & Equity Related – Manager Legal Adviser (by deal size)
#9 US Straight Debt – Excluding MBS, ABS – Manager Legal Adviser (by deal size)
#11 US Straight Debt – Including MBS, ABS – Manager Legal Adviser (by deal size)


PrivateRaise.com PIPE Market League Tables 2008
#6 PIPE Placement Agent Law Firm (by number of deals advised) Year End 2008


PlacementTracker PIPE Market League Tables 2008
#6 Agent Counsel YE 2008 (by number of transactions and amount advised)

Brian A. Bates
Partner
London
44 (20) 79204026

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