The Legal 500

Work Department

Corporate.

Position

Bill Whelan is a partner in Cravath’s Corporate Department and serves as the Leader of its Securities practice. He is a generalist corporate lawyer who advises on a broad range of corporate issues, including corporate governance and public company disclosure obligations. In addition, since 1993, Mr. Whelan has devoted a substantial amount of his time to representing issuers and investment banks in initial public offerings, high-yield and investment grade debt offerings and follow-on equity offerings. Mr. Whelan was named Lawyer of the Year in the category of New York City Securities/Capital Markets Law by The Best Lawyers in America 2012.

Mr. Whelan’s corporate clients have included Benchmark Electronics, CBS Corporation, OneBeacon Insurance Group, Starbucks Corporation, Symetra Financial Corporation and White Mountains Insurance.

Recent transactions include representing:

• the underwriters, led by Credit Suisse, Citigroup and Bank of America Merrill Lynch, in connection with the $65 million initial public offering of Class A common stock of Health Insurance Innovations, Inc.;
• the underwriters, led by Credit Suisse, in connection with the $418 million offering of common stock of Gulfport Energy Corporation;
• the initial purchasers, led by Credit Suisse and RBC Capital Markets, in connection with the $300 million and C$200 million high-yield senior debt offering of Mattamy Group Corporation;
• OneBeacon U.S. Holdings, Inc. in connection with its $275 million registered senior debt offering;
• the initial purchasers, led by Credit Suisse, in connection with the $325 million 144A/Reg. S high-yield senior debt offering of William Lyon Homes, Inc.;
• the initial purchasers, led by UBS Investment Bank, Credit Suisse, Citigroup and Morgan Stanley, in connection with the $550 million 144A/Reg. S high-yield senior subordinated debt offering of TransDigm Inc.;
• the underwriters, led by Credit Suisse, Goldman Sachs, RBS and UBS Investment Bank, in connection with the $850 million registered senior debt offering of Terex Corporation;
• the initial purchasers, led by UBS Investment Bank and JPMorgan, in connection with the $160 million 144A/Reg. S high-yield senior debt offering of Ply Gem Industries, Inc.;
• the initial purchasers, led by Bank of America Merrill Lynch, in connection with the $100 million 144A/Reg. S high-yield senior debt offering of Sabra Health Care Limited Partnership and Sabra Capital Corporation;
• CBS in its registered offering of $900 million of investment grade senior notes;
• the underwriters, led by Deutsche Bank and Goldman Sachs, in a registered offering of 4 million shares of common stock of Trimas Corp.;
• the initial purchasers, led by Credit Suisse, Deutsche Bank and HSBC, in a Rule 144A high-yield offering of $550 million of senior notes of Taylor Morrison Communities Inc.;
• the initial purchasers, led by Bank of America Merrill Lynch, Morgan Stanley and RBC Capital Markets, in a series of Rule 144A high-yield offerings of $400 million of senior notes by Aviv Healthcare Properties Limited Partnership;
• the initial purchasers, led by Credit Suisse, Goldman Sachs and UBS Investment Bank, in a Rule 144A high-yield offering of $230 million of senior secured notes of DJO Finance;
• the underwriters in two registered offerings, led by Bank of America Merrill Lynch and Goldman Sachs, respectively, of an aggregate of 8 million shares of common stock of TAL International;
• the underwriters, led by JPMorgan and Bank of America Merrill Lynch, in a registered offering of 3.3 million shares of common stock of Mistras Group, Inc.;
• the underwriters in a registered offering of 11.7 million shares of common stock of Sabra Health Care REIT, Inc.;
• the underwriters, led by Citigroup, Credit Suisse, Deutsche Bank and RBS, in a registered offering of $3.5 billion of investment grade senior notes of Express Scripts Inc.;
• the initial purchasers, led by Bank of America Merrill Lynch, Credit Suisse, HSBC and Barclays, in a Rule 144A high-yield offering of $350 million of senior notes of CB Richard Ellis Group, Inc.; and
• Symetra Financial Corporation in its $420 million initial public offering of common stock.

Career

After a clerkship with Hon. William H. Timbers of the U.S. Court of Appeals for the Second Circuit, Mr. Whelan joined Cravath in 1984. He was elected a senior attorney in 1990 and became a partner in 1998.

Prior to his current position as the Leader of the Securities practice, Mr. Whelan was the Firm’s Managing Partner of Administration for five years and for seven years before that was the Corporate Partner in Charge of the Continuing Legal Education (CLE) training program. In addition, he regularly gives training sessions on corporate governance, securities laws and high‑yield covenants to bankers and lawyers at the Firm’s investment banking clients. He was the primary draftsman of “Model Negotiated Covenants and Related Definitions,” published in the August 2006 edition of The Business Lawyer by the Negotiated Covenants Task Force of the American Bar Association Committee on Trust Indentures and Indenture Trustees. He is also a member of the Advisory Board of the Capital Markets Law Journal, published by Oxford University Press.

Mr. Whelan currently sits on the Board of Directors of Good Shepherd Services, a non‑profit agency founded by the Sisters of the Good Shepherd in 1947. Good Shepherd Services works with more than 20,000 New York City children, youth and families each year through nearly 70 programs that are designed to promote a safe passage for at‑risk youth to self sufficiency. He also sits on the Board of Trustees of Fordham Preparatory School, a Jesuit high school for young men located in the Bronx.

Mr. Whelan has been repeatedly cited as one of the country’s leading practitioners in the securities area by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2012; Chambers Global: The World’s Leading Lawyers for Business from 2008 through 2013; The Legal 500 from 2007 through 2012; IFLR1000: The Guide to the World’s Leading Financial Law Firms from 2006 through 2009 and 2011 through 2013; The Best Lawyers in America from 2007 through 2013; and Lawdragon’s 500 Leading Lawyers in America in 2012. From 2004 to 2009, he chaired an annual two‑day Practising Law Institute securities law program featuring a panel of securities law experts. Mr. Whelan also co‑authored an article, entitled “Non‑GAAP Financial Information,” for the American Bar Association publication The Practitioner’s Guide to the Sarbanes‑Oxley Act.

Education

Mr. Whelan received a B.A., with distinction, from the University of Virginia in 1980 and a J.D. cum laude from Fordham University School of Law in 1983, where he was Managing Editor of the Fordham Law Review.