Broker-Dealer Capital Markets

S&C has advised on many of the highest-profile securities transactions within the broker-dealer industry. Notable recent matters include representing:

• Merrill Lynch (U.S.) in its $6.6 billion private placement of mandatorily convertible securities with the Korea Investment Corporation (Korea), the Kuwait Investment Authority (Kuwait) and Mizuho Financial Group Inc. (Japan), among others (2008), and, separately, in its $6.2 billion private placement of common stock with Temasek Holdings (Singapore) and Davis Selected Advisors (U.S.) (2008); 
• China Investment Corporation (China) in its $5.6 billion investment in Morgan Stanley (U.S.) through the purchase of mandatorily convertible securities (2007);
• Lehman Brothers Holdings (U.S.) in its capital raising initiative and, in connection therewith, Lehman Brothers Inc. (U.S.) as underwriter in its $6 billion common and preferred stock offering (2008); 
• the Board of Directors of The Bear Stearns Companies (U.S.) in the sale of approximately $1.2 billion of Bear Stearns shares to JPMorgan Chase & Co. (U.S.) (2008);
• Lehman Brothers Holdings/Lehman Brothers Holdings E-Capital Trust I (U.S.) as issuer of $300 million Rule 144A/Reg S Floating Rate Enhanced Capital Advantaged Preferred Securities (E-CAPS) (this first-of-its-kind transaction kicked off the market for a new breed of tax deductible debt-equity hybrids and was named “FIG Innovation of the Year” in 2005 by Euromoney);
• Thomas Weisel Partners Group (U.S.) in its $103.5 million IPO (2006);
• Partners Group Holdings (Switzerland) in its $424 million IPO (2006);
• the underwriters in the $227.7 million IPO of Options Xpress Holdings, Inc. (U.S.) (2005);
• the underwriters in the $100.6 million IPO and partnership conversion of Greenhill & Co., Inc. (U.S.) (2004) and in the $156.4 million and $285.8 million follow-on stock offerings (secondary) in 2005 and 2006; and
• The Goldman Sachs Group, Inc. (U.S.) in its $4.1 billion IPO and partnership conversion (1999). 

The Firm also regularly represents broker-dealers in a wide variety of securities offerings, including SEC-registered, Rule 144A/Reg S, Reg D and other private offerings, in the United States, Europe and Asia.