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Equity and Equity-linked


We counsel clients on all types of equity offerings that address various capital needs, including: common share offerings, preferred stock offerings, private investments in public equity (PIPEs), rights offerings, equity-linked securities offerings and equity derivatives transactions.

Featured Transactions

Issuer Aggregate Value
China’s Bank of Communications $8.9 billion
Avago Technologies over $5.8 billion
Grupo Financiero Banorte $780 million
Resona Holdings $6.6 billion
AXIS Capital Holdings over $2.2 billion
Shinhan Financial Group $1 billion

Other featured transactions include The Carlyle Group and Oak Hill Capital Partners in their separate investments in the common stock of FNB United Corp., a PIPE transaction, which consummated a $310 million recapitalization and completed the acquisition of the Bank of Granite Corporation.


Simpson Thacher keenly understands the legal intricacies involved in designing successful equity-linked securities. As an acknowledged leader in the field, we routinely represent a range of issuers and underwriters in registered and Rule 144A equity-linked offerings–notes, preferred stock and units, optional and mandatory, convertible and exchangeable. Many of these securities are complex and draw on our skills in a variety of areas. The world’s largest companies and banks count on our Firm’s experience, breadth and cross-practice culture in handling their most complicated offerings.

Featured Transactions

  • Initial purchasers in Unisys Corporation’s $190 million convertible senior notes offering and dealers in concurrent capped call transactions
  • Underwriters in a $350 million offering of mandatory convertible preferred shares, as part of a financing package for WPX Energy’s acquisition of RKI Exploration & Production
  • Initial purchasers in $600 million convertible senior notes by ON Semiconductor Corporation, a company offering a portfolio of energy efficient power and signal management, logic, standard and custom devices
  • Underwriters in a $660 million inaugural offering of convertible senior notes by Tesla Motors, which earned the Firm a “highly commended” recognition in the Financial Times’ 2013 U.S. Innovative Lawyers Report
  • Genesee & Wyoming in concurrent registered offerings (totaling approximately $475 million) of tangible equity units and common stock
  • Joint placement agents in the $1.8 billion private placement of convertible preference shares by Alibaba Group Holding Limited, as part of a financing package that, at the time, was the largest private financing for a private sector Chinese company and the largest ever non-LBO private financing for a technology company globally
  • FXCM in its $172.5 million offering of convertible senior notes, the first such offering by an Up-C issuer
  • Initial purchasers in a convertible senior subordinated note offering by B2Gold, a British Columbia company
  • Global semiconductor company NXP Semiconductors N.V. in an offering of $1.15 billion cash convertible senior notes as well as a related equity derivative transaction

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