Raphael M. Russo

A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.

Experience

As a member of the Securities Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized by The Legal 500 in Capital Markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

Ray has represented:

• Intelsat in its IPO and Rule 144A and Regulation S bond offerings of over $8.0 billion on behalf of its subsidiaries;
• Ralph Lauren Corporation in connection with a $300 million senior note offering; a secondary public offering on behalf of its founder and controlling stockholder, Mr. Ralph Lauren, of $730 million of Class A common stock and on other matters;
• Spectrum Brands Holdings, Inc. in connection with a public offering of 7,469,812 million shares of common stock for an aggregate offering amount of $209 million, and Rule 144A offerings of senior secured notes totaling over $3 billion;
• Signature Bank in connection with its IPO, subsequent equity offerings and its participation in the U.S. Treasury's TARP Capital Purchase Program;
• HRG Group Inc. (formerly Harbinger Group Inc.) in connection with Rule 144A and Regulation S senior note offerings totaling over $1.5 billion;
• Tekni-Plex, Inc. in connection with a Rule 144A and Regulation S offering of $485 million of senior secured notes;
• JW Aluminum Company in connection with a Rule 144A and Regulation S offering of $200 million of senior secured notes and out-of-court recapitalization;
• Checkers Drive-In Restaurant, Inc. in connection with a Rule 144A and Regulation S offering of $185 million of senior secured notes; and
• Cleaver Brooks Inc. in connection with a Rule 144A offering of $185 million of senior notes.

Ray is a member of the Association of the Bar of the City of New York and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute's Corporate and Securities Law Advisory Committee. He serves as a trustee for the American Red Cross in Greater New York, where he is a member of the Executive Committee.

Practices

• Corporate
• Capital Markets & Securities
• Corporate Governance
• Investment Management
  

Education

• J.D., Harvard Law School, 1994
  cum laude
• B.A., Amherst College, 1989
  magna cum laude

Bar Admissions

• New York

See Library Tab for articles, publications and presentations by Raphael Russo