Arnold & Porter's Capital Markets team proudly helped its corporate and sovereign clients close a volume of deals totaling nearly $40 billion in 2020.
On behalf of firm clients, the Capital Markets practice engaged in more than 25 transactions across a multitude of industries, from energy technology and fresh food to media/entertainment and financial services. Additionally, the firm's Sovereign Finance team once again distinguished itself through its accomplishments across regions ranging from Latin American to Europe and Asia.
The aggregate deal value of Capital Markets transactions completed during 2020 was a 50% increase in deal value over 2019.
2020 Deal Highlights
In December, the firm advised longtime client The Charles Schwab Corporation (CSC) in two simultaneous offerings of senior notes and depositary shares representing preferred stock totaling approximately $4.5 billion in gross proceeds. The team was led by partners Teresa Johnson and Julia Vax, counsel Carlos Pelaez, and associate Valentina Garzon.
This was preceded by two other CSC deals earlier in the year: a $1.1 billion issuance of senior notes led by the same team in March, and a $2.5 billion preferred stock offering led by the same team in April.
Also in December, the firm advised National Securities Clearing Corporation (NSCC), a subsidiary of The Depository Trust & Clearing Corporation, on its second offering of the year in a private placement under Rule 144A/Reg S, at a gross value of $1.75 billion. In April, the same deal team advised NSCC on its inaugural $2 billion offering under Rule 144A/Reg S. The team was led by partner Christopher Peterson, senior associates Heather Ashour and William Becker, and associates Claire Eaton and Brady Randall.
In November, the firm represented Panamanian toll road operator Empresa Nacional de Autopista SA (ENA) on its $400 million offering by the ENA Master Trust. The proceeds from the offering were used to refinance three existing bond issues of ENA Sur and ENA Este in a debt-reprofiling exercise made necessary by the fall in toll revenues from reduced road traffic on the Corredor and Corredor Este highways resulting from the pandemic. Importantly, the transaction was accomplished without additional funding from the Republic and was structured and negotiated during lockdowns in both Panama and the US amid the volatile environment surrounding the US election cycle. The team was led by partner Gregory Harrington and associate Mateo Morris.
In October, the firm represented CuriosityStream Inc., the first streaming media company devoted to factual entertainment, in its combination with Software Acquisition Group Inc. (Software Acquisition Group), a special purpose acquisition company (SPAC), at an enterprise value of $512 million, and subsequent resale registrations. The team was led by partner Christopher Peterson and included senior associate Heather Ashour and associates Bryan Kim, Eric An and Jae Yang.
In September, the firm represented the Republic of Panama in a $2.575 billion, three-part deal, including a dual-tranche SEC-registered global bond offering and a Rule 144A/Reg S offering of Panama's Treasury Notes (Notas del Tesoro), with part of the proceeds used in a domestic liability management transaction. Partner Whitney Debevoise led the Arnold & Porter transaction team, which included partner Gregory Harrington, counsel Carlos Pelaez, and associates Mateo Morris and Valentina Garzon.
This was preceded in by a deal in April, when the firm, led by the same team, represented Panama in the first emerging market sovereign bond issuance since the onset of the COVID-19 pandemic. Valued at $2.5 billion, the transaction marked the first sale by a government since the onset of the pandemic and was considered at the time by Latin Lawyer to be a necessary transaction that could "pave the way for new issuance." The funds from the financing are being used by the Panamanian government in the ongoing fight against the pandemic.