Nicholas R. Brown

NICK BROWN primarily concentrates his practice in the areas of financial products, corporate finance and securities and corporate reorganizations. He spends a substantial portion of his time developing a wide array of financial products, corporate securities and other forms of investment and corporate financing transactions and products. These various structured products and transactions include equity, debt and hybrid financial instruments, fixed-income and other types of derivatives (e.g. swaps, options and forwards), monetization transactions, equity derivative investment securities and transactions and equity, fixed-income and commodity investment vehicles, tender offers and exchange offers. In these areas, he has represented both issuers and underwriters in connection with the structuring, execution, offer and sale of these various financial instruments, products and transactions. In addition to his financial products practice, he has extensive experience with both acquisitive and divisive tax-free and taxable corporate reorganizations. Finally, over the years, he has handled numerous miscellaneous tax-related matters, including REITs, RICs, partnerships and certain executive compensation issues. In addition to his financial products practice, he has extensive experience with both acquisitive and divisive tax-free and taxable corporate reorganizations.

Strong leadership has earned Nick acknowledgment in industry publications, including being recommended in Financial Products in the Legal 500 United States 2017 and Domestic Tax: East Coast in the Legal 500 United States 2014.

Nick served as a staff member on the Kentucky Law Journal and as a graduate editor of the NYU Tax Law Review.

Selected transactions include representation of:

• Brookfield India Real Estate Trust on its US$390 million qualified institutions placement of equity shares underwritten by Kotak Mahindra Capital, JM Financial, Jefferies India, Elara Capital, and 360 ONE WAM. This is the third QIP by Brookfield India REIT since its IPO, and Sidley advised Brookfield REIT on all four offerings.
• The underwriters in Central Bancompany, Inc.’s US$373 million initial public offering.
• Kotak Mahindra, Morgan Stanley, Avendus Capital, Citigroup, Axis Capital, and Intensive Fiscal Services on the US$821 million initial public offering of equity shares of Lenskart Solutions Limited and its listing on the BSE and NSE. Lenskart, a leading direct-to-consumer eyewear retailer with brands including Owndays, John Jacobs, and Vincent Chase, is India’s first eyewear-only company to go public.
• The underwriters in connection with 3M Company’s offering of US$550 million 4.800% Notes due 2030 and US$550 million 5.150% Notes due 2035.
• The underwriters in Deere & Company’s US$2 billion senior notes offering.
• The underwriters in connection with Brazil Potash Corp.’s US$30.0 million initial public offering.
• Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, and the other underwriters in connection with an offering by Southwest Airlines Co. of US$1 billion aggregate principal amount of notes (US$300 million of 5.250% notes due 2025 and US$700 million of 5.125% notes due 2027).
• Several underwriter groups in connection with three offerings by Southwest Airlines Co. in a span of three days: an offering of 70,000,000 shares of its common stock resulting in proceeds of approximately US$2 billion, an offering of US$2 billion of 1.25% convertible senior notes due 2025, and an offering of US$2 billion of 4.75% and 5.25% senior notes, due 2023 and 2025, respectively.
• A syndicate of 16 international banks in connection with a €600 million SEC-registered offering of 1.000% Senior Notes due by Carnival PLC.
• The underwriters on the US$1 billion SEC-registered offering by Spanish issuer Banco Bilbao Vizcaya Argentaria.
• Evergrande Group as issuer in connection with its Consent Solicitation relating to its US$1.5 billion 8.75% Senior Notes due 2018 concerning the U.S. federal tax treatment of its Rule 144A investors.
• The underwriters in connection with the issuance by Hexcel Corporation of US$400 million 3.950% Senior Notes due 2027.
• AmTrust Financial Services, Inc. in connection with its issuance of US$250 million 6.95% Non-Cumulative Preferred Stock.
• The initial purchasers in connection with the issuance by Liberty Interactive LLC of US$675 million 1.75% Exchangeable Senior Debentures due 2046.
• The issuer in connection with the issuance by AmTrust Financial Services, Inc. of US$76,000,000 2.75% Convertible Senior Notes due 2044, 6,600,000 Depository Shares representing 7.50% Non-Cumulative Preferred Stock, Series D and 5.50% Convertible Senior Notes due 2021.
• The issuer in connection with The Goldman Sachs Group, Inc. structured notes program.
• The issuer in connection with the issuance by Pandora Media, Inc. of US$345,000,000 1.75% Convertible Senior Notes due 2020.
• The underwriters in connection with the issuance of US$804,750,000 Common Shares of Weyerhaeuser Company and the issuance by Weyerhaeuser of US$600,000,000 6.375% Mandatory Convertible Preference Shares, Series A.
• The issuer in connection with the issuance by Maiden Holdings, Ltd. of US$150,000,000 8.25% Non-Cumulative Preference Shares, Series A.
• The underwriters in connection with the issuance by Liberty Interactive LLC of US$850,000,000 0.75% Exchangeable Senior Debentures due 2043.
• The issuer in connection with the issuance by Stericycle, Inc. of US$700,000,000 Depositary Shares representing 5.25% Series A Mandatory Convertible Preferred Stock. 
• The issuer in connection with the issuance by Altisource Asset Management Corporation of Series A Convertible Preferred Stock.
• The issuer in connection with securities offerings by Caterpillar Financial Services Corporation, Aon, Colgate-Palmolive, J.P. Morgan, Lee Enterprises, Starwood Property Trust, Evergrande Real Estate Group and others.
• The underwriters or the agents in connection with securities offerings by Restoration Hardware, Australia and New Zealand Banking Group, PSEG, Morgan Stanley, Northfolk Southern Railroad, Harley-Davidson, Weyerhaeuser, Dean Foods, Westpac, Commonwealth Bank of Australia, Daimler, Reality Income Corporation, Duke Energy, HCP, Kaisa Group Holdings Ltd., Kimco Realty Corporation, Kilroy Realty, Safeway and others.
• The underwriters in connection with the issuance by Quidel Corporation of US$150,000,000 3.25% Convertible Senior Notes due 2020.
• The issuer in connection with the Secondary Offering of Common Stock of Alamo Group Inc.
• The underwriters in connection with the issuance by BGC Partners, Inc. of 4.50% Convertible Senior Notes due 2016.
• The issuer in connection with the issuance by Wintrust Financial Corporation of 7.50% tangible equity units.
• The issuer in connection with the issuance by Yida China Holdings Limited of Ordinary Shares listed on the Hong Kong Stock Exchange.
• The underwriters in connection with the issuance by Envestnet, Inc. of 1.75% Convertible Notes due 2019.
• Carrols Restaurant Group, Dolby Laboratories, KKR Financial, Morton’s Restaurant Group, Zogenix, Zumiez and other companies in IPOs. 
• The issuer in connection with the issuance by CMS Energy Corporation of 5.50% Convertible Senior Notes due 2029.
• The underwriters in connection with the issuance by Noble Energy of US$997,500,000 Common Stock and US$1.85 billion of Senior Notes.
• The underwriters in connection with the issuance by Fiserv, Inc. of US$1 billion of Senior Notes.
• Underwriters in connection with the issuance by Weyerhaeuser Company of 13.8 million 6.375% Mandatory Convertible Preference Shares, Series A.
• Edwards Lifesciences, Finisar, Placer Dome, Wells Fargo and other issuers in convertible debt and other equity-linked securities.
• Nektar Therapeutics, O’Charley’s, Performance Foods, Weyerhaeuser and other companies in add-on common stock offerings.
• Barrick Gold, Canadian Occidental Petroleum, Davita, eBay, Inc., KB Home, Sempra Energy, Occidental Petroleum, SuperValu and other issuers in investment grade and high-yield debt offerings.