Elizabeth G. Wren Counsel

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Betty’s practice focuses on capital markets transactions, liability management transactions and securities offerings. She also advises public companies and their directors and officers on securities regulations, corporate governance, stock market, and fiduciary issues.

She has worked extensively representing issuers in a broad range of debt capital markets transactions, including Rule 144A and registered offerings of debt securities, including investment-grade, high-yield, convertible and secured debt securities. She also regularly represents financial institutions and other public company issuers in connection with liability management transactions, including tender offers, consent solicitations, redemptions, repurchases and exchanges, involving trust preferred and other hybrid securities, equity securities and senior, subordinated and secured debt securities.

She has also represented acquiring and selling companies in public and private mergers and acquisitions activities, including stock sales, mergers, tender offers, exchange offers and acquisition programs; and assisted companies in implementing defensive mechanisms and advising boards of directors regarding their fiduciary duties in change in control transactions. Her practice includes representing publicly held companies regarding corporate governance issues as well as SEC reporting and compliance issues.


  • Represented issuers in connection with establishment of medium-term note programs.
  • Represented a major trucking company in connection with its private placement of $300 million of senior notes.
  • Represented a major investment bank in a $1.75 billion tender offer for outstanding convertible notes.
  • Represented underwriters in offerings of approximately $4.0 billion senior notes by a major consumer products company.
  • Represented major consumer products company in a Rule 144A offering of $3.0 billion of senior secured notes and subsequent registered exchange offer.
  • Represented a major financial institution in a complex corporate restructuring to simplify its financial reporting and capital structure, including the
    realignment of $61 billion of debt securities.
  • Represented a global company as selling stockholder in connection with the private placement of $3 billion preferred stock of a large South American company. The transaction received the IFLR Equity Deal of the Year award for 2010.
  • Represented a global company in connection with its $19.3 billion public offering of common equivalent securities. The transaction received the IFLR Debt & Equity Linked Deal of the Year award for 2009.
  • Represented an issuer in a $3.9 billion exchange offer of common stock for outstanding depositary shares/interests on preferred stock.
  • Represented an issuer in the remarketing of $1.5 billion of hybrid securities.
  • Represented a global financial institution in connection with its SEC-registered sale of 27% ownership ($8.4 billion) of another Fortune 500 company.
  • Represented issuers in connection with “universal” shelf registration statements and subsequent “takedowns” of registered securities.
  • Represented a private company issuer in its $350 million “Exxon Capital” exchange offer for 2nd-lien secured notes.