Posted by on January 4, 2017 3:05 pm
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Categories: Atlanta Hawks Atlanta Hawks NBA audit protocols Bank of Canada Barclays Bear Stearns Berkshire Hathaway Business Capital Markets Corporate finance Credit Crisis Crude DOJ donald trump Economy federal reserve Federal Reserve Bank Federal Reserve Bank of New York Finance General Motors goldman sachs Investment banks JPMorgan Chase Latin America Lehman Lehman Brothers money Morgan Stanley Oaktree Och-Ziff Primary dealers Private Equity Securities and Exchange Commission Subprime mortgage crisis Systemic risk TARP Troubled Asset Relief Program U.S. Treasury UBS

It’s official. As previewed earlier this morning, when we reported that according to media reports, Sullivan & Cromwell lawyer Jay Clayton, a long-time favorite of Wall Street and especially Goldman Sachs (Sullivan is a key outside legal adviser for Goldman and is more closely associated with Wall Street than perhaps any other law firm per the WSJ) has been nominated to lead the Securities and Exchange Commission. Donald Trump spokesman Sean Spicer told reporters in a daily conference call.

Who is the relatively unknown Clayton, who incidentally is an M&A and not a securities layer? Here is a brief bio from earlier this morning:

Clayton’s clients have included Goldman Sachs and Barclays Capital; he would succeed SEC Chairman Mary Jo White, another lawyer with a history of representing Wall Street banks before becoming a regulator. Clayton has spent his career working on the kinds of securities deals that the SEC has a hand in regulating.

Clayton represented Goldman when it received a $5 billion investment from billionaire Warren Buffett’s company during the peak of the credit crisis in September 2008. He’s also represented Goldman in connection with other investments and acquisitions, according to the law firm. Sullivan is a key outside legal adviser for Goldman and is more closely associated with Wall Street than perhaps any other law firm.

Clayton has a wide-ranging corporate practice spanning mergers and acquisitions, IPOs, corporate governance, and investment advice for high-net-worth families. Other matters that Mr. Clayton has worked on include advising Morgan Stanley on the sale of its physical oil-trading division and Bear Stearns on its sale to J.P. Morgan Chase & Co.—two deals shaped heavily by the financial crisis and its aftermath—and the 2014 IPO of Moelis & Co., a boutique advisory firm. He’s also represented an ownership group for the Atlanta Hawks and British Airways in its 2010 merger with Iberia.

But for a far better glimpse into his deal acumen, here is the breakdown of Clayton’s Wall Street deal list taken from his bio page. Considering that the Sullivan & Cromwell website is currently down, we can only imagine that most Wall Street participants are quite unfamiliar with the M&A and IPO lawyer.

* * *

Jay Clayton’s practice involves public and private mergers and acquisitions transactions, capital markets offerings, regulatory and enforcement proceedings, and other matters where multidisciplinary advice and experience is valued. Mr. Clayton also advises several high-net-worth families regarding their public and private investments.

M&A/Private Equity

  • Castleton Commodities in its acquisition of Morgan Stanley’s global oil merchants business; and a consortium of investors in connection with the acquisition of Castleton from Louis Dreyfus and Highbridge
  • An ownership group for the Atlanta Hawks NBA franchise in connection with the purchase and later sale of the franchise
  • Ally Financial Inc. in the $4.2 billion sale of its operations in Europe and Latin America to General Motors (GM), as well as in the $4.1 billion sale of its Canadian auto finance business to the Royal Bank of Canada (RBC) and in the sale of its Mexican insurance business (ABA Seguros) to ACE Group
  • TeliaSonera in connection with various transactions involving Turkcell and Megafon, including arrangements with Altimo and various other acquisitions and dispositions of telecom-related assets
  • British Airways in its merger with Iberia and the formation of International Airlines Group and various other transactions
  • Barclays Capital in connection with its purchase of assets of Lehman Brothers out of bankruptcy
  • Goldman Sachs in connection with the investment of $5 billion by Berkshire Hathaway and the U.S. Treasury’s TARP Investment
  • Bear Stearns in connection with the sale of Bear Stearns to JPMorgan Chase and related matters
  • Goldman Sachs and affiliated funds in connection with various acquisitions and investments in companies involved in financial services, banking, telecom and other industries
  • Capital Maritime in connection with the combination of Crude Carriers Corporation and Capital Product Partners L.P. and the formation of a container carrier joint venture with a private equity firm
  • Michael Krasny (founder) in the $7.2 billion sale of CDW
  • Altor Equity Partners in connection with various acquisitions and financing transactions

Capital Markets/Leveraged Finance

  • Initial public offering of $25 billion by Alibaba Group Holding Limited
  • Initial public offering of $190 million by Moelis & Company
  • Initial public offering of $2.375 billion by Ally Financial and private placements of $3 billion and $1.3 billion of common stock in Ally Financial
  • Initial public offering of $230 million by Blackhawk Network Holdings
  • Initial public offering and multiple public and private offerings of equity, preferred and debt securities of Capital Product Partners L.P.
  • Initial public offering of $380 million by Oaktree Capital Group
  • Initial public offering of $150 million by Higher One
  • Initial public offering of $260 million by Crude Carriers Corporation
  • Initial public offering of $1.2 billion by Och-Ziff and follow-on offerings and refinancing
  • $1 billion 144A equity offering by Oaktree Capital (the first issuer to use the GSTrUE/Portal Alliance trading procedures)
  • Public offering of $6.0 billion of common stock and mandatory convertible preferred stock by Lehman Brothers
  • Public and private offerings of $1.5 billion in equity and equity-linked securities of AMBAC

Corporate Governance, Regulatory and Contested Matters

  • A large financial institution in connection with the settlement of mortgage related securities claims with the FHFA
  • A large financial institution in connection with the settlement of mortgage related claims with the DOJ, HUD and FHFA
  • A large financial institution in connection with a regulatory review of transactions in government securities
  • A hedge fund in connection with a regulatory review of various credit market transactions
  • A group of financial institutions in connection with their challenge to MBIA’s restructuring
  • Ally Financial in connection with the $25 billion mortgage origination and servicing settlement with the DOJ, HUD and state attorneys general
  • Eni and subsidiaries in connection with an FCPA investigation by the SEC and DOJ
  • A financial institution in connection with a civil investigation of its ECN currency facility by the Federal Reserve Bank of New York
  • The group of 100 general counsels of leading UK companies in connection with establishing audit protocols with the PCAOB
  • A financial institution in connection with various issues arising from its employees’ membership on the boards of public and private companies

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