Experience

- Carlyle in its approximately $600 million hybrid capital investment in Prime Capital Financial, an independent wealth management firm.
- Clayton, Dubilier & Rice in the financing aspects of its acquisition, together with TowerBrook, of R1 RCM, a provider of technology-driven solutions that impact the patient experience and financial performance of healthcare providers, at an enterprise value of $8.9 billion.
- An investor group led by Trian Fund Management, General Catalyst Group Management and Qatar Investment Authority in the financing aspects of the completion of the take-private of Janus Henderson.
- Elliott, in the financing aspects of its $16.5 billion acquisition of Citrix, a cloud computing and virtualization technology company.
- Clayton, Dubilier & Rice in financing aspects of its £7 billion recommended cash offer for Morrisons.
- TowerBrook in the debt financing aspects of its majority equity investment in Berkeley Research Group.
- Elliott in its $540 million redeemable preferred stock investment in Roadrunner Transportation Systems, a leading asset-right transportation and asset-light logistics service provider.
- RSC Insurance Brokerage, a portfolio company of Kelso & Company, in a $300 million preferred equity issuance.
- Stone Point Capital in its preferred equity investment in Enstar Group to support the take-private acquisition of Enstar by Sixth Street Partners.
- Clayton, Dubilier & Rice in the financing aspects of its $4.7 billion acquisition of Epicor Software, a global provider of cloud-based, industry-specific Enterprise Resource Planning software to industrial-focused sectors.
- Stone Point Capital in multiple preferred equity investments into insurance companies, including Aspen Insurance and Monument Re.
- Nassau Financial Group, a Golden Gate Capital portfolio company, in the financing aspects of the issuance of $100 million of non-cumulative perpetual preferred equity to Wilton Re and Stone Point Credit.
- Sixth Street Partners in numerous preferred equity transactions spanning across various industries.
- CD&R in the financing aspects of its sale of a minority stake in Motor Fuel Group to a group of leading institutional investors including Apollo-managed funds and a number of CD&R’s existing limited partners.
- International Paper in the financing aspects of its sale of its Global Cellulose Fibers business for $1.5 billion, including the issuance of preferred stock with an aggregate initial liquidation preference of $190 million, to American Industrial Partners.
- Morgan Stanley, Deutsche Bank and Nomura Securities as placement agents in a $125 million PIPE transaction in connection with the merger of LocalBounti Corporation and Leo Holdings III Corp.

Debevoise’s Hybrid Capital practice advises private capital providers, investors, issuers and borrowers on sophisticated capital raising solutions that combine features of both traditional debt and equity. Clients turn to us when they need greater flexibility than conventional financing may provide, whether they are seeking capital or pursuing investment opportunities.Our clients include private equity, credit, debt, special situations, venture and opportunistic investment funds, as well as institutional investors, insurance companies and corporate issuers. Because we advise both providers and recipients of hybrid capital, we understand the objectives, pressures and negotiating dynamics on each side of a transaction.We advise across the spectrum of hybrid capital, including convertible and debt-like preferred equity, pre-IPO financings, holdco debt, margin loans, mezzanine financings and other junior debt instruments. These structures can be tailored to address clients’ financing, investment, governance and risk objectives.Hybrid capital transactions often require expertise across multiple disciplines. Clients benefit from an integrated team of senior lawyers across Debevoise’s finance, capital markets, M&A, insurance, private equity and tax practices, bringing the right perspectives together to structure, negotiate and execute the transaction as a whole.Our global team works seamlessly across offices and disciplines on domestic and cross-border hybrid capital transactions.