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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

    News & Events


        Spotlight on
        IFLR Americas Awards Honors Simpson Thacher as 2021 “Law Firm of the Year” for Equity
        Spotlight on
        Simpson Thacher Named Capital Markets Group of the Year by Law360