Mayer Brown has a premier global private placement practice, with US- and UK-qualified lawyers advising issuers, investors, and placement agents on equity and debt private placements into the well-established US and European institutional investor markets. We advise issuers across a broad range of industries and geographies, including Europe, Canada, Latin America, Asia, Australia, New Zealand, Africa, and the United States. Drawing on the firm’s deep capital markets bench and pre-eminence advising on exempt offerings, our cross-border private placement team delivers integrated, multijurisdictional advice tailored to each client’s financing objectives.

Our lawyers have represented issuers on approximately 30% of total cross-border US private placement debt issuance in recent years, establishing the team as one of the most active issuer’s counsel practices in the market by both deal count and dollar volume. The team has served as counsel in connection with landmark transactions, including first-time issuances by corporations across multiple jurisdictions and placements by leading multinational companies spanning diverse sectors. Notably, members of the group played central roles in developing the industry’s standard documentation. We count among our colleagues members of the Loan Market Association (“LMA”) working group that developed the LMA private placement documentation and the sole issuer-side member of the Transactions Process Management Committee of the American College of Investment Counsel (“ACIC”), which is responsible for the development of new model forms for the cross-border private placement market.

Our experience spans the full spectrum of transaction types and structures, including traditional Model Form Note Purchase Agreement transactions, bespoke structured financings, subsidiary and parent guaranty arrangements, fixed and floating charge security packages, multicurrency issuances, fixed and floating rate pricing structures, and project financings. The team also regularly advises on credit enhancement mechanisms, complex jurisdictional structuring, and transactions involving issuers and guarantors domiciled across numerous foreign legal systems, including in connection with the growing use of private placements for infrastructure, data center, and municipal finance projects. In addition, restructurings, amendments, waivers, and work-outs of existing private placement note agreements and related bank facilities constitute a significant portion of the group’s activity, reflecting the long-term relationships it maintains with its issuer clients through all phases of the credit cycle.

We maintain well-established, long-standing relationships with the leading investment banks and placement agents active in this market. These relationships ensure that the group remains at the forefront of market developments and is engaged on the most significant cross-border private placement transactions.