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Jessica Cauley is an associate in the New York Capital Markets Practice and focuses on securities transactions, ongoing compliance obligations under U.S. securities laws and corporate governance matters.
Jessica represents U.S. and non-U.S. issuers and underwriters in equity and debt transactions, including registered offerings, 144A and Regulation S offerings, liability management transactions and mergers and acquisitions. She regularly counsels public companies with respect to preparation of periodic and current reports and proxy statements. Jessica also assists public companies in connection with best corporate governance practices and trends as well as the listing standards of the New York Stock Exchange and the Nasdaq Stock Market.
Representation of a group of banks and private equity funds, including affiliates of Canyon Partners, LLC, Centerbridge Partners, L.P., and Davidson Kempner Capital Management LP, who were supporting holders in connection with the rehabilitation of the segregated account of Ambac Assurance Corporation (AAC), a Wisconsin stock insurance corporation and a subsidiary of Ambac Financial Group, Inc., which resulted in the restructuring of approximately US$5.1 billion of debt. The transactions relating to the rehabilitation included exchange offers of approximately US$1.0 billion of AAC's existing notes and approximately US$3.9 billion in deferred amounts of the segregated account for cash, approximately US$2.2 billion in newly issued senior secured notes and other consideration.
Representation of Avangrid, Inc. (formerly Iberdrola USA, Inc.), a diversified energy and utility company, as issuer, on the filing of a shelf registration statement on Form S-3ASR and the initial takedown therefrom in the form of offer and sale of US$600 million in aggregate principal amount of Avangrid's 3.150% notes due 2024. Jessica was also part of the team that previously advised Avangrid in connection with its SEC-registered IPO of common stock through the US$2.8 billion merger of UIL Holdings Corporation into Green Merger Sub, Inc., a wholly-owned subsidiary of Avangrid.
Representation of Loma Negra C.I.A.S.A., the leading cement company in Argentina, as issuer, and the selling shareholder, Loma Negra Holding GmbH, in the US$1.1 billion initial public offering of ordinary shares of Loma Negra and the listing of American Depositary Shares on the New York Stock Exchange.
Representation of NeuroDerm Ltd., a Nasdaq-listed clinical stage pharmaceutical company developing drug-device combinations for central nervous system (CNS) disorders, on its acquisition by Mitsubishi Tanabe Pharma Corporation, a leading Japanese pharmaceutical company, for a total of US$1.1 billion at a price per share of US$39.
Representation of Credit Suisse, who acted as sole financial advisor to Petróleos de Venezuela S.A. (PDVSA), on the exchange offers of PDVSA's 5.250% senior notes due 2017 and 8.50% senior notes due 2017 for new 8.50% senior secured notes due 2020.
Representation of Fortis Inc., Canada's largest publicly owned distribution utility, in its US$11.3 billion acquisition of ITC Holdings Corp., an electric transmission company operating in the Great Lakes and Great Plains regions. In connection with financing for the acquisition, Jessica was also part of the team that represented Fortis Inc. on its US$2.0 billion notes issuance. The notes were offered to qualified institutional buyers in the United States pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S.
Representation of Avast Software, an industry-leading maker of security software, in the US$1.3 billion acquisition of AVG Technologies, a developer of business, mobile and PC device security software applications, by way of a public tender offer.
Representation of Hess Corporation, a leading global independent energy company, on SEC-registered offerings of common stock and depositary shares, the latter representing interests in convertible preferred stock of the company, in aggregate value of approximately US$1.8 billion.
Representation of Morgan Stanley, Deutsche Bank Securities and Credit Suisse, as joint book-running managers, and Barclays, BofA Merrill Lynch and Jefferies, as co-managers, in connection with the US$718.5 million registered offering by SS&C Technologies Holdings, Inc., a leading provider of cloud-based services and software for the global financial services industry, in connection with financing for its acquisition of Advent Software, Inc. for total acquisition consideration of approximately US$2.6 billion (including the assumption of Advent's existing debt).
Representation of Macquarie Infrastructure Company LLC in (i) an underwritten public equity offering by the Company of 11,500,000 shares of the Company's limited liability company interests, valued at approximately $765 million and (ii) an underwritten public offering by the Company of $350 million aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2019.
Representation of The Kansas City Southern Railway Company (KCSR), a wholly-owned subsidiary of Kansas City Southern (KCS), in an A/B exchange offering of (i) US$450M in aggregate principal amount of 4.30% Senior Notes due 2043, which have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 4.30% Senior Notes due 2043 and (ii) US$200M in aggregate principal amount of new 3.85% Senior Notes due 2023, which have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 3.85% Senior Notes due 2023.