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William V. Fogg

Partner, Corporate

William V. Fogg serves as Co‑Head of Cravath’s Corporate Department. His practice focuses on representing issuers and investment banking firms in connection with a wide variety of public and private securities offerings, including high‑yield and investment grade debt offerings, IPOs and other equity and equity‑linked offerings. Mr. Fogg also advises companies on corporate governance and general corporate and disclosure matters.

Mr. Fogg’s corporate clients have included UAL, Jones Group, Burlington Northern, Home Depot, Cincinnati Bell, CyrusOne, Alliant Energy, Wisconsin Power and Light Company and Pepsi Bottling.

Recent transactions include representing:

  • The underwriters, J.P. Morgan and Citigroup, in connection with the $270 million initial public offering of Surgical Care Affiliates, Inc.;
  • The initial purchasers, BofA Merrill Lynch, Citigroup, J.P. Morgan, Mizuho Securities and Rabo Securities USA Inc., in connection with the $3 billion 144A/Reg. S debt offering of Wm. Wrigley Jr. Company. The proceeds from the offering were used to repay indebtedness owed to Mars;
  • The underwriters, J.P. Morgan, BofA Merrill Lynch and Wells Fargo Securities, in connection with the $874 million initial public offering of class A common stock of Premier, Inc;
  • The initial purchasers, J.P. Morgan and Stephens Inc., in connection with the $500 million 144A/Reg. S high‑yield senior debt offering of Murphy Oil USA, Inc., which was being spun off from Murphy Oil Corporation;
  • Cincinnati Bell and CyrusOne in connection with an internal restructuring, the $525 million high‑yield senior debt offering by CyrusOne and the $361 million initial public offering of CyrusOne, a real estate investment trust;
  • JPMorgan Chase Bank, as lead arranger, of $9.5 billion in committed financing, and the initial purchasers, led by J.P. Morgan Securities, Bank of America Merrill Lynch, Citigroup and BNP Paribas, in connection with a Rule 144A/Reg. S $6.5 billion bond offering, each in connection with Freeport‑McMoRan Copper & Gold Inc.’s acquisitions of Plains Exploration & Production Company and McMoRan Exploration Co.;
  • J.P. Morgan Securities, Credit Suisse and the other financial institutions in connection with a debt‑for‑equity exchange and a $7.5 billion registered secondary offering of common stock of The Mosaic Company as part of Cargill Incorporated’s disposition of its approximate 64% interest in Mosaic, as well as a subsequent $1.2 billion secondary offering of common stock and a $750 million registered senior debt offering;
  • The underwriters, led by J.P. Morgan, Credit Suisse and Bank of America Merrill Lynch, in the $391 million initial public offering of class A common stock of The WhiteWave Foods Company, the former natural and organic foods unit of Dean Foods Company;
  • The underwriters, led by J.P. Morgan, Goldman, Sachs & Co., Morgan Stanley, UBS Investment Bank and Wachovia Securities, in the $12.6 billion offering of common stock of Wells Fargo & Company in connection with the acquisition of Wachovia Corporation (at the time the largest follow‑on equity offering in history), as well as the underwriters, led by JPMorgan and Wachovia, in the subsequent $8.6 billion offering of common stock of Wells Fargo undertaken in response to the U.S. Treasury Department’s Supervisory Capital Assessment Program;
  • UAL Corporation and United Air Lines in several offerings, including registered offerings of pass through certificates (EETCs); high‑yield senior secured debt offerings; a convertible senior debt offering; and common stock offerings. Mr. Fogg also represented UAL in connection with its merger with Continental Airlines;
  • The initial purchasers in connection with $600 million and $500 million high‑yield senior debt offerings of NCR Corporation;
  • American Water Works Company in several offerings, including its $1.35 billion initial public offering as well as several follow‑on equity offerings and numerous debt offerings;
  • The underwriters, led by Bank of America Merrill Lynch, Morgan Stanley, Wells Fargo Securities, Barclays, Citigroup and Credit Suisse, in connection with the $400 million registered debt offering of United Rentals (North America), Inc.;
  • The underwriters in the $2.9 billion registered mandatory convertible preferred stock offering, the $2.9 billion registered common stock offering and the $6 billion registered high‑yield senior debt offering (at the time the largest high‑yield debt offering in history) of Freeport‑McMoRan Copper & Gold in connection with the acquisition of Phelps Dodge; and
  • The underwriters, led by J.P. Morgan and Morgan Stanley, in the $189 million initial public offering of class A common stock of Green Dot Corporation, and the subsequent $260 million offering of class A common stock of Green Dot.

Mr. Fogg is designated underwriters’ counsel for a number of companies, including JPMorgan Chase & Co. (approximately 50 offerings since the beginning of 2008), United Rentals, DuPont, The Mosaic Company, Freeport‑McMoRan Copper & Gold and Graftech.

Mr. Fogg has been repeatedly cited as one of the country’s leading capital markets practitioners by, among others, Chambers USA: America’s Leading Lawyers for Business from 2008 through 2014; Chambers Global: The World’s Leading Lawyers for Business from 2009 through 2014; The Legal 500 from 2011 through 2014; IFLR1000: The Guide to the World’s Leading Financial Law Firms from 2008 through 2015; The Best Lawyers in America from 2007 through 2015; and Super Lawyers from 2012 through 2014.

Mr. Fogg was born in New York, New York. He received an A.B. magna cum laude from Brown University in 1988 and a J.D. from Columbia Law School in 1991, where he was a Harlan Fiske Stone Scholar and a Managing Editor of the Journal of Law and Social Problems. He joined Cravath in 1991, became a partner in 1999 and served as the Corporate Hiring Partner from 2007 to 2010, and the Managing Partner, Corporate from 2012 to 2014.

Mr. Fogg may be reached by phone at +1‑212‑474‑1131 or by email at wfogg@cravath.com.

Contact
+1 (212) 474-1131
+1 (212) 474-3700