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Clifford Chance

31 WEST 52ND STREET, NEW YORK, NY 10019-6131, USA
Work +1 212 878 8000
Fax +1 212 878 8375

Jay Bernstein

Work +1 212 878 8527
Clifford Chance

Work Department

Capital Markets


Jay L. Bernstein is Chairman of the Firm’s US Corporate Finance Group. He represents, in both domestic and international markets, sponsors, investors, investment banks, specialty finance companies, REITs and other real estate, finance and hotel companies in their capital raising and merger and acquisition activities. He is also the Co-Head of the Americas Region's Financial Institutions Group, which assists a range of financial institutions, including insurance companies, specialty finance companies, asset management firms, business development companies, banks and investment banks, in their capital raising and merger and acquisition transactions. Jay's clients include leading specialty finance companies, REITs, investment banking firms, private equity and other institutional investors providing equity and debt capital to real estate, finance and hotel companies. He also advises institutional clients in the formation of private equity funds dedicated to real estate and hotel investments and represents several of these private equity funds in their investment activities. Since 1997, Jay has participated in more than US$25 billion of capital raising and mergers and acquisitions transactions involving real estate, finance and hotel companies primarily in but also outside of the US. These transactions include a variety of IPO transactions, public and private offerings of equity and debt securities, strategic investments and mergers and acquisitions. Jay also represents issuers and underwriters in public and private and equity and debt offerings in a variety of other industries, including industrial manufacturing.


Boston University School of Law (JD, cum laude, Phi Beta Kappa), 1984; Lake Forest College (BA, with highest honors), 1981

United States: Finance

Capital markets: equity offerings

Within: Capital markets: equity offerings

Clifford Chance’s highly regarded REIT practice positions it as an attractive choice for equity deals in that space - for both managers and issuers. Manager highlights include Andrew Epstein and Jay Bernstein assisting the underwriters with KKR Real Estate Finance Trust’s $241.6m IPO, while Jason Myers and US capital markets co-head Kathleen Werner advised Goldman Sachs as sole underwriter on Park Hotels & Resorts’ $325m public offering of common stock. On the issuer side, Kathleen Werner and Richard Catalano handled Safety, Income and Growth’s $205m IPO and concurrent $45m private placement. Jonathan Zonis, who co-heads the Americas capital markets practice, is also a key partner in the New York-based group.

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Capital markets: global offerings

Within: Capital markets: global offerings

Clifford Chance’s comprehensive international network, which takes in 33 offices across Africa, the Americas, Asia, Europe and the Middle East, translates into a steady stream of global deals. The New York-headquartered group has a diverse focus, but is particularly well known for its expertise in debt transactions and REIT matters. On the issuer side, Alejandro Camacho and Per Chilstrom assisted Peruvian state-owned petroleum company, Petróleos del Perú, with its first-ever international bond offering, which raised nearly $2bn. Among its work for underwriters, Jonathan Zonis acted alongside the London office to advise Citigroup Global Markets as lead manager and global coordinator on several bond offerings by the Republic of Ecuador, totaling $3.7bn. Kathleen Werner and US corporate finance chair Jay Bernstein are the other key contacts.

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United States: Real estate

Real estate investment trusts (REITs)

Within: Leading lawyers

Jay Bernstein - Clifford Chance

Within: Real estate investment trusts (REITs)

REITs are a sweet spot for Clifford Chance’s US arm and its broad expertise encompasses equity and debt, and listed and non-listed REITs. Led jointly by US corporate finance lead Jay Bernstein and tax specialist Richard Catalano, the New York-based group is particularly sought after for its experience in mortgage and specialty finance REIT offerings. Among the firm’s recent work, it acted in two of the four completed REIT IPOs in 2017, including advising Safety, Income and Growth on its IPO and concurrent private placement worth a combined $250m - Kathleen Werner and Catalano led that work. In another headline, Andrew Epstein and Bernstein assisted the underwriters with KKR Real Estate Finance Trust’s $241.6m IPO. Larry Medvinsky, Jason Myers and ‘future starJake Farquharson are also names to note.

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