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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 US securities laws and corporate governance matters.
Jessica represents US and non-U.S. issuers and underwriters in equity and debt transactions, including registered offerings, 144A and Regulation S offerings and liability management transactions. 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 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. (TSX: FTS), Canada's largest publicly owned distribution utility, in its US$11.3 billion acquisition, together with Singapore Sovereign Wealth Fund GIC, of ITC Holdings Corp. (NYSE: ITC), an electric transmission company operating in the Great Lakes and Great Plains regions.
In connection with financing for the acquisition, representation of Fortis Inc. on its issuance of US$2 billion notes. Goldman, Sachs & Co., MUFG, Scotiabank and Wells Fargo Securities acted as joint book-running managers and initial purchasers. 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$1.7 billion.
Representation of Avangrid, Inc. (formerly Iberdrola USA, Inc.) 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 a group of major financial institutions in connection with the provision of US$3.94 billion in debt and equity financing to SS&C Technologies Holdings, Inc. for its acquisition of Advent Software, Inc.
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. Macquarie used the net proceeds of the equity offering and the convertible notes offering primarily to finance its acquisition of the remaining equity interest in IMTT Holdings Inc.
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. The notes are guaranteed by KCS and certain other subsidiaries of KCS.