High-Yield Debt Offerings

Davis Polk is among the leading advisers of U.S. and non-U.S. issuers and underwriters on the issuance of high-yield debt, both registered and under Rule 144A/Regulation S. We were one of the firms that pioneered the technique of privately placing notes under Rule 144A and following with a registered exchange offer, thereby permitting transactions to be executed with the speed of a 144A offering, but with pricing more typical of a registered offering. This strategy is now used in a majority of all high-yield financings.

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Davis Polk ranked 2nd as issuer’s counsel and 5th as manager’s counsel in U.S. high-yield debt offerings in the first half of 2007 (Thomson Financial).

$6 billion high-yield debt offering by Freeport-McMoRan to fund a portion of the acquisition cash consideration and pay transaction fees and expenses related to its acquisition of Phelps Dodge Corporation—the second-largest high-yield offering in history
€4.5 billion Rule 144A/Regulation S high-yield notes offerings by NXP, a Dutch semiconductor company—the largest high-yield offering ever by a European issuer and named the “European high-yield bond deal of 2006” by International Finance Review
$1.4 billion Rule 144A/Regulation S offerings of senior notes and senior toggle notes by Digicel Group, a Jamaican telecommunications company with operations throughout the Caribbean—the largest bond offering ever completed by a company in the Caribbean region
$1.275 billion SEC-registered high-yield senior notes offering by El Paso Corporation, an energy company that primarily operates in the regulated natural gas transmission and exploration and production sectors of the energy industry
$510 million SEC-registered senior unsecured notes offering by Lyondell Chemical Company, one of the world’s largest chemical companies