William V. Fogg is a partner in 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, Evolent Health, Mylan, Burlington Northern, Home Depot, Cincinnati Bell, CyrusOne, Alliant Energy, Wisconsin Power and Light Company and Pepsi Bottling.
Recent transactions include representing:
- Mylan N.V. in connection with its $1 billion 144A/Reg. S senior debt offering;
- The underwriters, UBS Investment Bank and BofA Merrill Lynch, in connection with the $982 million initial public offering of Ferrari N.V.;
- Evolent Health, Inc. in connection with its $225 million registered initial public offering of class A common stock;
- Cincinnati Bell and CyrusOne in connection with an internal restructuring, CyrusOne LP and CyrusOne Finance Corp. in connection with two Rule 144A/Reg. S high‑yield senior debt offerings totaling $625 million and CyrusOne Inc., a real estate investment trust, in connection with its $361 million initial public offering and four registered common stock offerings totaling approximately $1.25 billion;
- The underwriters and initial purchasers in connection with the proposed initial public offering and $2.8 billion Rule 144A/Reg. S. high‑yield secured senior debt offering of Chrysler Group LLC, as well as the $3 billion Rule 144A/Reg. S high‑yield senior debt offering, $2.875 billion registered high‑yield convertible debt offering and $1.1 billion registered offering of common shares of Fiat Chrysler Automobiles N.V.;
- The underwriters and the initial purchasers in connection with the $270 million initial public offering, two secondary offerings totaling $419 million and the $250 million Rule 144A/Reg. S high‑yield senior debt 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 Rule 144A/Reg. S debt offering of Wm. Wrigley Jr. Company;
- 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 and $120 million registered secondary offering of class A stock of Premier, Inc;
- 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 the 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 the subsequent $1.2 billion secondary offering of common stock and $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 the $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 in the $2.9 billion registered mandatory convertible preferred stock offering, $2.9 billion registered common stock offering and $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 85 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 2016; Chambers Global: The World’s Leading Lawyers for Business from 2009 through 2016; The Legal 500 from 2011 through 2016; IFLR1000 from 2008 through 2016; The Best Lawyers in America from 2007 through 2017; and Super Lawyers from 2012 through 2016.
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, the Managing Partner, Corporate from 2012 to 2014 and the Head of Cravath’s Corporate Department from 2014 to September 2016.
Mr. Fogg serves on the Board of Trustees and the Executive Committee of The Williston Northampton School, as well as the Board of Directors and the Executive Committee of The First Tee of Metropolitan New York.
Mr. Fogg may be reached by phone at +1‑212‑474‑1131 or by email at email@example.com.