Alexandra Clark

Layfield

Position: Partner
Office: Baton Rouge

Alexandra Layfield is a partner in the Corporate Practice Group and co-leads the firm’s corporate, securities, and executive compensation team. She counsels public and private companies on a variety of transactional matters, primarily in the areas of corporate finance, securities law, general corporate law, and corporate governance as well as mergers and acquisitions.

Alex has been an integral member of the team advising issuers in public and private debt and equity offerings that have raised more than $20 billion and more than $7 billion worth of mergers and acquisitions for public and private companies.

Alex advises public and private companies on a day-to-day basis. She serves as board counsel and lead outside securities counsel to a variety of public companies, including a Fortune® 500 company. She regularly counsels companies on corporate governance matters, fiduciary duties, shareholder engagement, shareholder activism defense, and compliance with the disclosure and other requirements of the SEC, NYSE, NASDAQ, and other exchanges. Alex coordinates periodic reviews of and compliance with internal corporate governance policies, and handles corporate formation and restructuring, reorganization, and conversion matters, including compliance with state corporate laws. Alex also regularly advises clients on their disclosure and processes relating to environmental, social, and governance (ESG) matters. She has also assisted in advising financially distressed businesses on how to navigate restructurings and other related transactions.

Noteworthy

Experience

Alex has been an integral member of the deal team for numerous capital markets, M&A, and other significant transactions, including:

Public Offerings:

Represented a public mining company in multiple at-the-market equity offerings of common stock worth $2.75 billion
Represented a public telecommunications company in multiple public offerings of senior notes and related tender offers to purchase outstanding debt worth more than $1.5 billion
Served as co-counsel to a public mining company in multiple public offerings of senior notes worth $4 billion
Represented a public mining company in multiple registered exchange offerings for more than $6 billion aggregate principal amount of multiple series of senior notes
Represented a public oil and gas exploration company in a $75 million shelf-takedown of convertible perpetual preferred stock
Represented a public oil and gas exploration company in $900 million secondary offerings of convertible perpetual preferred stock by selling security holders
Represented a public royalty trust in a $40 million initial public secondary offering of royalty trust units by a selling security holder and in a related listing
Represented a bank holding company in its initial registration of approximately $115 million worth of common stock offered to shareholders of a target bank holding company

Private Offerings:

Represented a public company client in its inaugural private offering of $900 million aggregate principal amount of sustainability-linked senior notes. It was the second domestic company to issue sustainability-linked bonds
Represented a public telecommunications company in multiple 144A private placements of senior notes worth more than $9.5 billion
Served as co-counsel to a foreign subsidiary of a Fortune® 500 company in its offering of $3 billion of senior notes
Represented a public oil and gas exploration company in a $725 million equity financing through the private placement of common stock, mandatory convertible perpetual preferred stock, and senior notes
Represented a public dredging company in multiple 144A private placements of senior notes worth $650 million
Represented a public oil and gas services company in a private placement of convertible senior notes in excess of $86 million

Debt Tender Offers:

Represented a Fortune® 500 company in a complex issuer debt tender offer that combined (i) “any and all” tender offers for two series of notes with consent solicitations and waterfall tender offers for three series of notes
Represented a public mining company in $1.5 billion waterfall tender offers for three series of notes
Represented a Fortune® 500 company in $1.2 billion waterfall tender offers for three series of notes
Represented a Fortune® 500 company in $800 million waterfall tender offers for four series of notes
Represented a public telecommunications company in $525 million waterfall tender offers for six series of notes and related consent solicitation

Mergers and Acquisitions:

Represented a public oil and gas services company in its acquisition of a public competitor for approximately $3.5 billion in cash, stock, and assumed debt
Served as co-counsel to a public engineering and construction company in its acquisition by a public competitor for approximately $3 billion in cash, stock, and assumed debt
Served as co-counsel to a public telecommunications company in multiple acquisitions of public competitors for over $45 billion in varying combinations of stock and assumed debt
Served as co-counsel to a public mining company in its acquisition of public oil and gas exploration companies for approximately $9 billion in cash and stock
Represented a public live entertainment company in multiple acquisitions of majority interests in entertainment-related companies
Represented a Louisiana-based mutual insurer in its demutualization — the first-ever demutualization in Louisiana — and sale to a private equity firm
Represented a public specialty infrastructure solutions company in multiple acquisitions of private companies worth more than $45 million
Represented a private equity firm and its portfolio companies in multiple acquisitions of private companies worth more than $300 million
Represented a private environmental services company in its acquisition by private equity firms for approximately $110 million
Represented a public mining company in its divestiture of a business division to a private competitor for approximately $60 million

Restructurings:

Represented a public offshore drilling company in connection with raising $1.5 billion to finance emergence from Chapter 11 ($1 billion first and second lien notes; $500 million equity rights offering and private placement) — named Energy Deal of the Year by The M&A Advisor
Represented a public helicopter services company on corporate- and securities-related matters in connection with its Chapter 11 bankruptcy
Represented a public offshore service vessels operator on corporate- and securities-related matters in connection with its Chapter 11 bankruptcy
Served as co-counsel to a public oil and gas infrastructure company through the marketing and sale of its assets, including the sale of its 14-vessel fleet and its Australian and Mexican operating subsidiaries in connection with its Chapter 11 bankruptcy proceedings

Other Notable Projects:

Represented a Fortune® 500 company in the restructuring of its joint venture interest in a foreign operating company valued at over $260 million
Established an NOL rights plan for a Fortune^®500 company (including advising the board, drafting the plan, issuing the rights, and obtaining shareholder approval)
Advised a public wholesale distributor of pool and related outdoor living products in negotiations with the New York State Comptroller for adoption of proxy access bylaw provisions (including advising the board and revising the bylaws)
Advised a public company in the de-classification of the public company’s board (including advising the board, revising the articles of incorporation and bylaws, and obtaining shareholder approval) and negotiation of a standstill agreement, and later extension of the standstill agreement, with an activist shareholder

Publications

Memberships

Civic and Charitable:

Louisiana Art & Science Museum, Advisory Board Member (2022–present); Immediate Past Chair and Anniversary Committee Capital Campaign Chair (2022); Chair of the Board of Trustees (2021); Member of the Board of Trustees (since 2016); Secretary of the Board of Trustees (2018–2020); Co-Chair, Gala Host Committee (2016–2017); Co-Chair, Gala Support Committee (2018)
Knock Knock Children’s Museum, Board of Directors (2023–present)
Companion Animal Alliance Fur Ball Committee (2018–2021); Co-Chair, Gala (2019)
Hogs for the Cause Gala, Co-Chair (2013–2018); Baton Rouge Family Resident Fundraising Committee (2020–present); Piggies for the Cause Committee (2022–present)
Junior League of Baton Rouge, Sustaining Member
Brew at the Zoo Event Co-Chair (2018)
Woman’s Annual Giving Campaign (2014–2017)
Baton Rouge Delta Gamma Alumnae Group, Board Member; VP, Finance; VP Communications (2013–2015); VP, Membership (2015–2016)
Playmakers of Baton Rouge, Board Member (2013–2016); Secretary (2015–2016); Treasurer (2014–2015)
Baton Rouge Alumnae Panhellenic Group, Board Member; President (2014–2015)
Young Friends of St. Andrew’s Village, Gala Committee Member (2009–2014)
Junior League of New Orleans, Get on Board Training Program (Class of 2011)

Professional:

Baton Rouge Bar Association
Louisiana Bar Association, Corporate and Business Law Section, Council Member (since 2015) and Chair (2021–2022)
Texas Bar Association
Society for Governance Professionals