PeterPetraro

Partner

New York + 1.212.326.3843

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Peter Petraro has more than a decade of broad equity derivatives transactional and regulatory experience. Peter advises financial institutions, investment funds, and corporations on structuring, negotiating, and documenting transactions such as accelerated share repurchases, convertible bond and call spread transactions, issuer forward sales, margin loans and other loans secured by public and private equity, prepaid variable share forwards, and other structured equity derivatives. He also advises on regulatory issues, including security-based swap (SBS) regulation and the treatment of equity derivatives under U.S. securities laws.

Peter advises clients on the treatment of derivatives under bankruptcy and other insolvency laws and on netting and the enforceability of collateral arrangements under derivative agreements.

Peter also has extensive experience helping financial institutions structure and document cross-asset proprietary and algorithmic indices and strategies that are embedded in OTC (over-the-counter) derivatives, structured notes, and insurance and annuity products.

He has helped financial institutions register as security-based swap dealers and advised on compliance with SBS regulation. He has also advised on and drafted policies covering sales, loans, and derivatives in connection with restricted stock.

Peter has advised public companies on using derivatives as tools to raise capital as well as return value to shareholders. He has advised investment funds on the use of equity derivatives to hedge existing equity stakes, and to acquire new stakes, while managing and optimizing for commercial, tax, reporting, and other considerations.

Peter is co-coordinator of the Firm's derivatives practice globally.

Prior to joining Jones Day in 2021, Peter spent seven years at Goldman Sachs, where he advised on equity derivatives transactions and related regulatory issues.

Peter also has experience with the confirmation and reconciliation of derivative transactions using blockchain technology.

Experience

  • Goldman Sachs Bank USA provides $150 million secured revolving credit facilityJones Day represented Goldman Sachs Bank USA in connection with a $150 million secured revolving credit facility.
  • Swap dealer and security-based swap dealer receives advice related to CFTC swap reporting and SEC security-based swap reportingJones Day is advising a swap dealer and security-based swap dealer with CFTC swap reporting and SEC security-based swap reporting regulatory advice on various matters.
  • Swap dealer receives advice related to financial product characterizationJones Day is advising a swap dealer in connection with appropriate characterization of various trading strategies and products as (1) swaps, (2) security-based swaps, (3) mixed-swaps, (4) securities, or (5) other products.
  • Three banks enter into agreements with JAB Holdings B.V. to increase JAB’s exposure to Coty Inc. by approximately $480 millionJones Day represented three banks in share purchase transactions entered into with their client, JAB Holdings B.V., under a total return swap (TRS) contract.
  • Syndicate of banks enter into share buyback program of approximately $200 million in calendar year 2025Jones Day represented a syndicate of banks in share buyback transactions entered into with their client, Coty Inc., under a total return swap (TRS) contract.
  • Medifast enters into accelerated share repurchase agreement with JPMorgan Chase, National AssociationJones Day represented Medifast, Inc. in connection with an accelerated share repurchase agreement entered into with JPMorgan Chase, National Association to repurchase $100 million of the company's Common Stock.
  • Citigroup Global Markets-led group establishes at-the-market equity program for sale of up to $500 million of Common Shares by Apartment Income REIT Corp.Jones Day represented Citigroup Global Markets Inc.-led group of sales agents, forward purchasers, and forward sellers in connection with the establishment of an at-the-market equity program for the sale of up to $500 million of Common Shares by Apartment Income REIT Corp.
  • Goldman Sachs enters into accelerated share repurchase agreement with GoDaddyJones Day represented Goldman Sachs & Co. LLC in entering into an accelerated share repurchase agreement (ASR) with GoDaddy Inc. (GoDaddy) for GoDaddy to purchase $375 million of its own shares.
  • Goldman Sachs enters into prepaid variable share forward transactions with clients of its Private Wealth Management and Global Markets divisionsJones Day represented Goldman Sachs & Co. LLC in prepaid variable share forward (PVSF) transactions entered into with clients of its Private Wealth Management and Global Markets divisions.
  • Goldman Sachs enters into accelerated share repurchase agreement with Victoria's SecretJones Day represented Goldman Sachs & Co. LLC in an accelerated share repurchase agreement (ASR) entered into with Victoria's Secret & Co. (Victoria's Secret).
  • Goldman Sachs enters into accelerated share repurchase agreement with FedEx CorporationJones Day represented Goldman Sachs & Co. LLC in an accelerated share repurchase agreement (ASR) entered into with FedEx Corporation.
  • Goldman Sachs enters into accelerated share repurchase agreement with LabCorpJones Day represented Goldman Sachs & Co. LLC in an accelerated share repurchase agreement (ASR) entered into with Laboratory Corporation of America Holdings (LabCorp).
  • BNP Paribas completes three-year total return equity swap agreement with JAB Holdings N.V.Jones Day advised BNP Paribas in connection with a three-year total return equity swap agreement with JAB Holdings N.V. (JAB Holdings) for up to 6.5 million shares of Krispy Kreme, Inc., one of JAB Holdings' portfolio companies.
  • NorthWestern Corporation completes $325 million public offering of Common Stock, including forward saleJones Day represented NorthWestern Corporation in connection with the underwritten public offering of 6,074,767 shares of NorthWestern’s Common Stock at a public offering price of $53.50 per share.
  • Goldman Sachs enters into accelerated share repurchase agreement with Zions BankJones Day represented Goldman Sachs & Co. LLC in an accelerated share repurchase agreement (ASR) entered into with Zions Bancorporation, N.A. (Zions Bank).
  • Goldman Sachs enters into accelerated share repurchase agreement with Silicon LabsJones Day represented Goldman Sachs & Co. LLC in an accelerated share repurchase agreement (ASR) entered into with Silicon Laboratories Inc. (Silicon Labs).
  • NorthWestern Corporation establishes $200 million at-the-market equity programJones Day represented NorthWestern Corporation in connection with the establishment of an at-the-market equity program for the sale of up to $200 million of its shares of Common Stock.
  • Verint Systems completes $315 million Convertible Notes offeringJones Day represented Verint Systems Inc., a provider of Actionable Intelligence® solutions and value-added services, in connection with an offering of $315 million aggregate principal amount of 0.25% Convertible Senior Notes due 2026.
  • Investment banking and securities firm negotiates agreements on blockchain platformJones Day is advising an investment banking and securities firm on the negotiation of the agreements facing a platform that uses a blockchain to confirm derivatives trades and process trade events, as well as the regulatory issues related to using the platform.
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    October 2023 Commentary

    SEC Adopts Amendments to the Beneficial Ownership Rules

    SEPTEMBER 2023 Commentary

    CFTC Lacks Jurisdiction Over TRS on ETFs and Custom Baskets

    August 2023 Commentary

    SEC Reopens Comment Period for Rule Proposing New Disclosures for Security-Based Swaps

    August 2023 Alert

    SEC Rebuked for Failing to Explain Why It Declined to Regulate a Financial Product

    August 2023 Commentary

    Federal Banking Agencies Propose Increased Capital Requirements for Large Banks

    June 2023 Alert

    SEC Adopts Two Rules for Security-Based Swaps (but Not Proposed Rule 10B-1)

    May 2023 White Paper

    SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures

    February 2023 Commentary

    CFTC Partners with SEC and DOJ to Bring Coordinated DeFi Enforcement Action Targeting Oracle Manipulation

    December 2022 Commentary

    SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures

    July 2022 Commentary

    Don't Call it a Swap: The CFTC Asserts Jurisdiction Where it Shouldn't
    View All

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