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William J. Whelan III

Partner, Corporate

Bill Whelan is a partner in Cravath’s Corporate Department. 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, for over 25 years 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 Best Lawyers’ 2012 New York City “Lawyer of the Year” for Securities/Capital Markets Law.

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

Recent transactions include representing:

  • the underwriters in connection with the $2 billion registered senior debt offering of Express Scripts;
  • the underwriter in connection with the $1.1 billion secondary block trade offering of common stock of Zimmer Biomet Holdings;
  • the underwriters in connection with the $1.25 billion registered senior debt offering of Analog Devices;
  • the underwriters in connection with the $50 million registered offering of common stock of The New Home Company;
  • the underwriters in connection with the $155 million registered common stock offering of Sabra Health Care REIT;
  • the underwriters in connection with two registered common stock offerings of Gulfport Energy raising over $1 billion and the initial purchasers in a $350 million 144A/Reg. S high‑yield senior debt offering by Gulfport;
  • the initial purchaser in connection with the $750 million 144A/Reg. S high‑yield senior debt offering of Shea Homes Limited Partnership and Shea Homes Funding Corp.;
  • the underwriters in connection with the $7.65 billion registered fixed and floating rate notes offering of Zimmer;
  • the underwriters in connection with the $173 million registered initial public offering by Diplomat Pharmacy and its $248 million registered follow‑on common stock offering;
  • the underwriters in connection with the $150 million registered high‑yield senior debt offering of Sabra Health Care Limited Partnership and Sabra Capital Corporation;
  • the underwriters in connection with the $300 million registered high‑yield senior debt offering of CBRE Services;
  • CBS in connection with its $1.75 billion registered senior debt offering;
  • the underwriters in connection with the $304 million initial public offering of common stock of Aviv REIT and also its $222 million follow‑on common stock offering;
  • the initial purchasers in connection with the $150 million high‑yield senior debt offering of Mattamy Group;
  • the initial purchasers in connection with the $350 million 144A/Reg. S high‑yield senior debt offering of Taylor Morrison Communities and Monarch Communities;
  • the initial purchasers in connection with the $500 million 144A/Reg. S. high‑yield senior debt offering of Ply Gem Industries;
  • the underwriters in connection with the $113 million secondary offering of class B common stock of Triple‑S Management;
  • the underwriters in connection with the $723 million initial public offering of common stock of Taylor Morrison Home;
  • the initial purchasers in connection with the $500 million 144A/Reg. S offering of high‑yield senior notes of Revlon Consumer Products;
  • the underwriter in connection with the $173 million registered offering of common stock of TAL International;
  • the underwriters in connection with the $65 million initial public offering of class A common stock of Health Insurance Innovations;
  • OneBeacon U.S. in connection with its $275 million registered senior debt offering;
  • the initial purchasers in connection with the $325 million 144A/Reg. S high‑yield senior debt offering of William Lyon Homes;
  • the initial purchasers in connection with the $550 million 144A/Reg. S high‑yield senior subordinated debt offering of TransDigm;
  • the underwriters in connection with the $850 million registered senior debt offering of Terex; and
  • Symetra Financial in its $420 million initial public offering of common stock.

In 2015, Mr. Whelan finished his term as the Leader of the Capital Markets practice. Prior to his work in that position, 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 has been cited as one of the country’s leading practitioners in the securities area for over a decade by, among others, Chambers USA, Chambers Global, The Legal 500, IFLR1000, The Best Lawyers in America and Lawdragon’s list of the “500 Leading Lawyers in America.” 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.

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

Mr. Whelan currently serves on the Board of Trustees of the Gregorian University Foundation, a U.S.‑based foundation established to support the Pontifical Gregorian University Consortium in Rome. The Consortium consists of three separate schools serving more than 3,800 students and is considered the international center of ecumenical scholarship, Biblical research and advanced theological education for the Catholic Church. Mr. Whelan served for seven years (2009-2016) on the Board of Directors of Good Shepherd Services, a non‑profit agency founded by the Sisters of the Good Shepherd in 1947. Each year, Good Shepherd Services works with more than 20,000 New York City children, youth and families through nearly 70 programs that are designed to promote a safe passage for at‑risk youth to self sufficiency. Mr. Whelan has also served as a member of the Board of Trustees of Fordham Preparatory School, a Jesuit high school for young men located in the Bronx.

Mr. Whelan may be reached by phone at +1‑212‑474‑1644 or by email at wwhelan@cravath.com.

Mr. Whelan is admitted only in New York.

Contact
+1 (212) 474-1644
+1 (212) 474-3700