Robert M. Hayward, P.C.

Partner Capital Markets

Chicago +1 312 862 2133

Robert M. Hayward, P.C.

Overview

Bob Hayward was honored as the “Lawyer of the Year (Chicago Capital Markets/Securities Law)” by The Best Lawyers in America in 2015 and 2019, and “IPO Lawyer of the Year in Illinois” by Global Law Experts in 2020 and 2021, and helps lead the team that has been awarded “Capital Markets Practice Group of the Year” by Law 360. During 2020-2021, Bob was one of the most active Capital Markets lawyers world-wide, according to Deal Point Data’s list of the 20 most active lawyers. He was also the only Midwest-based lawyer on the list, with the others hailing from New York, Hong Kong and the West Coast. In 2020, Bob led the largest non-M&A corporate bond offering of all time (and sixth largest overall) and second largest healthcare IPO (and sixth largest overall). Bob also has led the largest IPOs ever at that time in Minnesota and Arizona.

His practice primarily involves counseling publicly-traded corporations and private equity funds and their portfolio companies in all aspects of transactional, M&A, securities law, corporate governance, executive compensation, stockholder activism and general corporate matters. Bob has extensive experience representing issuers in public and private offerings of debt and equity securities (especially IPOs and acquisition financing), buyers and sellers in public and private M&A and issuers and investors in PIPE, venture capital and other private financing transactions.

In addition, Bob regularly advises publicly traded corporations, including The Boeing Company, Deere & Co., Kellogg Company, Cushman & Wakefield, Ping Identity Holding Corp., Ryan Specialty Group, PowerSchool, JAMF Software, R1 RCM, Inc., Whirlpool Corporation, Wynn Resorts, Carvana Co., Datto Holding, Maravai LifeSciences, Oak Street Health, Express, Inc., U.S. Silica Holdings, Inc., Tenneco Inc., Innovage, Integrated Ad Science, LiveVox, Inc., Equity Lifestyle Properties, Inc., and their executive officers and directors on corporate governance, SEC compliance and disclosure matters, proxy access, the Sarbanes-Oxley Act, the Dodd-Frank Act, special investigations, stockholder activism and proposals, executive compensation and fiduciary duties of directors and officers.

In 2011 and 2012, Bob was named to The Directorship 100 by the National Association of Corporate Directors (NACD) for his influence and leadership in the boardroom.

He is annually listed in Best Lawyers in America (Securities; Capital Markets; and Securities Regulation) and in The Legal 500 U.S. for Capital Markets. Bob has been named as one of the “Who’s Who Legal 100” by The International Who’s Who of Capital Markets Lawyers. In 2010, he was recognized as one of the leading public company corporate lawyers under the age of 40 (Law360’s “Rising Star”). He is also recognized by his peers as a “Leading Lawyer” in the areas of corporate finance, mergers & acquisitions, publicly held corporations and securities & venture finance by the Leading Lawyers Network.

Bob is a co-author for the treatise “A Practical Guide to SEC Proxy and Compensation Rules” (updated annually). Bob also co-authored numerous articles which have appeared in Insights: The Corporate & Securities Law Advisor; Corporate Counsel, The Venture Capital Review and others. Bob is a contributing author to Jack S. Levin’s five-volume “Mergers, Acquisitions and Buyouts” treatise and “Structuring Venture Capital, Private Equity and Entrepreneurial Transactions” treatise (updated annually). Bob has been quoted or featured in Board Member Magazine, The Deal, The Daily Deal, The American Lawyer, Law360, IR Magazine and others.

Bob annually serves as the Co-Chair of the “SEC Hot Topics” seminar in Chicago and is a frequent panelist at leading M&A, securities and public company seminars, including the Ray Garrett Jr. Corporate and Securities Law Conference.

Investment Grade Debt Offerings – $200 billion +

  • Counsel to The Boeing Company, Kellogg Company, Whirlpool Corporation, Deere & Co. and John Deere Capital Corporation in offerings of investment grade senior notes in excess of $160 billion
  • Led The Boeing Company’s May 2020 senior notes offering of $25 billion spread across seven maturities, which is the largest non-M&A bond offering of all time, the sixth-largest overall and the largest of 2020
  • Bob led integrated and cross-disciplined capital markets and ESG teams to help shape a growing green, social and sustainability bond market, including the inaugural sustainability bonds for Kellogg Co. and Whirlpool Corp.

High Yield Debt Offerings – $40 billion +

  • Counsel to Biomet, Inc., IPL Plastics, Carvana Co., Nuveen Investments, Inc., Express, Inc., Chemtura Corp., Springs Window Fashions, Joy Global, Inc., Material Sciences Corp., SITEL Worldwide Corporation, Aspect Software, Inc., Atrium Windows in offerings of in excess of $30 billion of senior, senior toggle and senior subordinated notes pursuant to Rule 144A

IPOs and Follow-On Offerings – $55 billion +

  • Counsel to Carvana Co., Ryan Specialty Group, Maravai LifeSciences, Ping Identity Holding Corp., Oak Street Health, PowerSchool, JAMF Software, OzForex Group Limited, U.S. Silica Holdings, Inc., Cushman & Wakefield plc, InnovAge, Allvue, Integrated Ad Science, Express, Inc., Datto Holding Corp., Ichor Holdings Ltd., GoodRx Holdings, Inc., TransFirst Holdings Corp., Flagstone Foods, Cinemark Holdings, Inc., Packaging Corporation of America, CapitalSource Inc., Premium Standard Farms, Inc., BlackLine, Inc., Werner Enterprises, Wynn Resorts, Coach, Inc., Infineon Technologies AG, Vital Therapies, Inc., CelluTissue Holdings, Inc., Hypercom Corp., RE/MAX Holdngs, Inc., Akebia Therapeutics Inc., Tokai Pharmaceuticals, Inc. and/or their private equity sponsor in IPOs and follow-on and rights offerings of common stock in excess of $40 billion

PIPEs and Related Investments – $15 billion +

  • Counsel to companies and private equity sponsors with respect to PIPEs and related investments into Root Inc., Zales Corp., Ann, Inc., Pacific Sunwear of California, Inc., R1 RCM Inc., Reliance Jio Platforms, Net2Phone Inc., Albireo Pharma, Inc., Edge Therapeutics, Inc., Aksys Ltd., Aerpio Pharmaceuticals, Inc. and Aileron Therapeutics Inc.

M&A, Joint Ventures and Activism Defense – $125 billion +

  • Counsel to The Boeing Company (NYSE), Biomet, Inc. (Nasdaq), Tenneco Inc. (NYSE), Deere & Co., Adolph Coors Company (NYSE), Wynn Resorts (NYSE), Ingevity Corp. (NYSE), Molson Coors Brewing Company (NYSE), Walgreen Co. (NYSE), Kellogg Company (NYSE), PayPay Inc. (Nasdaq), Net2Phone, Inc. (Nasdaq), DexOne Corporation (NYSE), Chemtura Corp. (NYSE), Epiq Systems, Inc. (Nasdaq), LiveVox, Inc. (Nasdaq), Beauty Health Co. (Nasdaq), R1 RCM Inc. (Nasdaq), U.S. Silica Holdings, Inc. (NYSE), Berliner Communications, Inc. (Nasdaq), Argosy Education Group (Nasdaq), Nuveen Investments, Inc. (NYSE), Packaging Corporation of America (NYSE), Meritage Corporation (NYSE), Net2Phone, Inc. (Nasdaq), Del Web Corporation (NYSE), MicroAge, Inc. (Nasdaq), CardConnect, Material Sciences Corp. (NYSE), TransFirst Holdings Corp. (NYSE), Huntway Refining Company (NYSE) and UbiquiTel, Inc. (Nasdaq) with respect to numerous acquisitions, dispositions, carve-outs and mergers-of-equals in excess of $100 billion
  • Counsel to Vista Equity Partners, Golden Gate Capital, Francisco Partners, Weston Presidio, Madison Dearborn Partners, Thomas H. Lee Partners, Summit Partners, Water Street Healthcare Partners and Linden Capital Partners in numerous private acquisitions and dispositions
  • Counsel to numerous NYSE and Nasdaq companies across industries in undisclosed shareholder activism and hostile takeover response and preparedness matters. Also counsel to Tenneco Inc. (NYSE) in its 2018 agreement with Ichan Enterprises L.P., Tenneco Inc. (NYSE) in its 2020 settlement with Protean Services LLC and Daniel A. Ninivaggi regarding the composition of the Tenneco board, and Epiq Systems Inc. (Nasdaq) in connection with two separate proxy contests (2014 and 2016).
  • Counsel to Molson Coors Brewing Company (NYSE) in its joint venture transaction with SABMiller plc to form MillerCoors LLC

Packaging Corporation of America (NYSE: PKG), General Counsel (interim: 2003–2006)

Snell & Wilmer, L.L.P., Phoenix, Arizona (1997–2000)

More

Thought Leadership

Seminars

Co-chair and Speaker, RR Donnelley SEC Hot Topics Institute, Chicago IL (annual)

Speaker, Ray Garrett Jr. Corporate and Securities Conference (annual)

Recognition

The Northwestern Pritzker School of Law awarded Bob the 2021 “Volunteer Service Award” for his exemplary leadership of the Garrett Corporate & Securities Law Institute and Boardroom Forum, his participation on many advisory committees throughout the University and his service as a dedicated liaison to the Firm.

Memberships & Affiliations

TheCorporateCounsel, Advisory Board Member

Ray Garrett Jr. Corporate and Securities Law Conference, Chairman and Executive Committee Member

The Boardroom Forum, Executive Committee Member

Northwestern University, Former National Co-Chair of Annual Fund

Northwestern University Leadership Circle, Regional Council Member

We Will. The Campaign for Northwestern, Regional Campaign Committee Member

Northwestern University School of Communication, Dean's Advisory Council, Member

Northwestern Gridiron Network, President and Board Member (2000–2013)

Northwestern University Alumni Association (various positions including Chairman of 5th, 10th, 15th, 20th and 25th reunion committees)

Northwestern University, Member of Trustee Participation Task Force

Village of Northfield, Traffic & Transportation Committee (Chairman) and Zoning Board of Appeals (Member)

Music Institute of Chicago, Trustee (2000–2009)

Chicago Bar Foundation’s Young Professionals Board, Board Member (2001–2009)

Chicago 2016, Corporate Governance Advisor (2008–2009)

The Economic Club of Chicago

Chicago Commonwealth Club

Society of Corporate Secretaries and Governance Professionals

National Association of Stock Plan Professionals

The Lawyers Club of Chicago

Rancheros Visitadores

American Bar Association

Chicago Bar Association

State Bar Association of Arizona

Credentials

Admissions & Qualifications

  • 1997, Arizona (inactive)
  • 1998, Illinois

Courts

  • Supreme Court of Illinois
  • Supreme Court of Arizona
  • United States District Court for the Northern District of Illinois
  • United States District Court for the District of Arizona

Education

  • Northwestern Pritzker School of LawJ.D.cum laude1997
  • Northwestern UniversityB.S.1994