Capital Markets TRANSACTIONAL
We represent both issuers and the world's leading investment banking firms in initial public offerings, follow-on public offerings, PIPE (private investment in public equity) placements, cross-border offerings, Rule 144A transactions and other private placements, and spin-off and carve-out transactions. Our extensive experience ranges from IPOs by emerging companies to private offerings of sophisticated debt instruments by established public companies. Our lawyers understand the unique demands of complicated securities transactions. We help our clients plan and complete the offering process effectively and efficiently.
Bain, Mick

Mick Bain

Partner

+1 781 966 2027 (t)

michael.bain@wilmerhale.com

Boot, Jeannette K.

Jeannette K. Boot

Partner

+1 212 295 6507 (t)

jeannette.boot@wilmerhale.com

Borden, Mark G.

Mark G. Borden

Partner

+1 617 526 6675 (t)

mark.borden@wilmerhale.com

Bothwick, Jay E.

Jay E. Bothwick

Partner

+1 617 526 6526 (t)

jay.bothwick@wilmerhale.com

Braun, Martin

Dr. Martin Braun

Partner

+49 69 27 10 78 207 (t)

martin.braun@wilmerhale.com

Brown, Lillian

Lillian Brown

Partner

+1 202 663 6743 (t)

lillian.brown@wilmerhale.com

Buckland, Peter

Peter Buckland

Partner

+1 650 858 6036 (t)

peter.buckland@wilmerhale.com

Experience

Initial Public Offerings: Bringing Order to Chaos
An IPO is typically the most traumatic and chaotic event in a company's life span. From the initial organizational meeting, we help plan and shape the offering process to eliminate delay and inefficiency. Our intellectual property, labor and employment, regulatory and tax lawyers perform valuable due diligence and other offering-related services, eliminating the expense and delay of retaining outside counsel (who often have little or no offering experience) in these areas. Leveraging our technical, market and legal experience, we drive the public offering process for our investment banking clients from the initial planning stages through due diligence and drafting and on to a successful closing.

Follow-On Public Offerings: Complicated, Creative, Fast
Major investment banks and issuers regularly retain us in every kind of follow-on public offering, from underwritten offerings with road shows to overnight "bought" public offerings. We have handled offerings of numerous types of securities, including common stock, perpetual preferred stock, convertible preferred stock, convertible debentures, senior and subordinated notes, original issue discount notes, and second lien secured notes. Our experience with these securities and our sophisticated understanding of the particular requirements of different follow-on offerings allow us to effectively and efficiently represent our investment banking clients in the full range of follow-on public offerings.

Technology and Life Sciences: Understanding the Subject Matter
We represent a vast array of companies in the information technology, telecommunications, electronics, pharmaceuticals and medical devices industries. More than 140 of our lawyers hold scientific or technical degrees in addition to their law degrees, and many have professional experience in science and technology fields in addition to their legal experience. Because technology is a firm-wide focus, we regularly work with technology and life sciences companies in virtually every area of the law. No other firm is as well positioned to quickly grasp the subject matter and execute a deal that works from the start.

Experience Representing Issuers: Knowing What the Issuer is Thinking
We have a comprehensive understanding of the priorities and expectations of issuers based on thousands of public and private offerings. This experience greatly benefits our investment banking clients in anticipating problems and shaping and exceeding the expectations of issuers. Also, because we are continually engaged in the market for public and private offerings from both perspectives, we understand the business and financial terms that are viewed as reasonable or unreasonable at any given time. This means more time spent getting the deal done and less time wasted in seeking unreasonable, inappropriate or outdated deal terms.

Cross-Border Offerings: International Scope
WilmerHale is a recognized leader in international securities transactions, reflecting the combination of our US offerings practice and our extensive experience with cross-border securities, tax and corporate considerations. We advise US and non-US issuers, investment banks and mutual funds on public offerings, private placements and multiple stock exchange listings in the world's leading capital markets. We have handled more than 30 public offerings involving non-US listings or issuers on the London, Frankfurt, Toronto, Paris, Amsterdam, Zurich, Copenhagen, Oslo and Stockholm stock exchanges, as well as numerous ADR and ADS listings on Nasdaq and the New York Stock Exchange.

Private Offerings: Initial Purchasers and Placement Agents
We represent initial purchasers and placement agents in all types of private offerings. We have represented major investment banks in numerous complex Rule 144A and Regulation S offerings of convertible debentures, high-yield bonds and other equity and debt securities. We are experienced in representing placement agents in innovative PIPE offerings. We also represent leading investment banks in large private placements by emerging technology company clients that require significant pre-IPO financing. We collaborate on the preparation of disclosure documents, indentures and deposit, purchase and registration rights agreements. Our experience with the full range of private offerings enables us to handle complicated and time-sensitive transactions quickly and effectively.

Regulatory Issues: Avoiding the Pitfalls
We have significant experience working with the various regulatory bodies and schemes that impact securities offerings, including the SEC, FINRA, Regulation M and other broker-dealer regulatory issues, as well as state securities laws. Regulatory issues can disrupt or delay an offering and create potential liability for issuers and our investment banking clients. We help navigate the complicated, shifting regulatory requirements and work with staff attorneys at the SEC and FINRA to resolve difficult offering-related issues. Our lawyers include former senior staff members from both the SEC and FINRA—including the former Directors of the SEC's Divisions of Corporation Finance and Enforcement and the Vice Chairman of FINRA—who provide a wealth of regulatory insight and practical knowledge. Our blue sky practitioners handle the chore of state securities law compliance quickly and efficiently. Our working understanding of the regulatory agencies is critical to the offering process and an invaluable aid to getting offerings done.

Public Offering Highlights

We have wide-ranging experience representing emerging companies, industry leaders and major investment banks in public offerings of equity and debt securities in US and international markets. These offerings are frequently complex and time-sensitive, and demand sophisticated counsel for successful execution. We have led the eastern US in handling IPOs—as both issuer and underwriter counsel—over the past 15 years. In 2013, we handled more than 40 public offerings and Rule 144A placements raising approximately $20 billion, for leading companies in life sciences, technology, financial services, communications and other industries. Since 2004, we have served as counsel in more than 400 public offerings and Rule 144A placements raising nearly $150 billion.

Select highlights include:

  • Served as company counsel in the IPOs of Accretive Health ($138 million), Ameresco ($90 million), AVEO Pharmaceuticals ($90 million), Demandware ($101 million), Durata Therapeutics ($78 million), Merrimack Pharmaceuticals ($105 million), Pacira Pharmaceuticals ($42 million), SS&C Technologies ($185 million), Tangoe ($101 million), Verastem ($63 million) and WhiteWave Foods Company ($391 million)
  • Represented Yandex in its $1.435 billion IPO, the largest IPO in history by a search engine company
  • Advised clients on numerous follow-on public offerings of equity securities, including those of Alnylam Pharmaceuticals ($93 million), Cynosure ($75 million), Genpact ($580 million), Idenix Pharmaceuticals ($125 million) and Infinity Pharmaceuticals ($88 million)
  • Represented clients in many follow-on public offerings of debt securities, including those of Analog Devices ($375 million), Discovery Communications ($5.15 billion), PerkinElmer ($500 million), Staples ($2.0 billion) and State Street ($7.0 billion)
  • Handled Rule 144A placements of debt or convertible debt securities for various clients, including Casella Waste Systems ($125 million), Dean Foods ($400 million), The Medicines Company ($275 million), Stream Global Services ($200 million) and Thermo Fisher Scientific ($750 million)
  • Acted as underwriters’ counsel in the IPOs of Aegerion Pharmaceuticals ($55 million), Brightcove ($63 million), NuPathe ($50 million), Sensata Technologies ($654 million) and Ubiquiti Networks ($121 million)
  • Represented the underwriters in follow-on public offerings of equity or debt securities by Corporación Andina de Fomento ($1.5 billion), Evercore Partners ($178 million), Kenexa ($96 million), Pharmasset ($176 million) and Targacept ($86 million)

Additional public offering and Rule 144A placement experience: 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2007, 2006, 2005, 2004, 2003, 2002, 2001, 2000, 1999

Publications & News

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May 14, 2014

WilmerHale Named Among America’s Top Corporate Law Firms

WilmerHale has been named to NYSE Governance Services and FTI Consulting’s “America’s Top Corporate Law Firms,” a comprehensive ranking of the top 25 firms in the nation.

May 6, 2014

2014 Corporate Reports

WilmerHale’s annual IPO, Venture Capital and M&A Reports provide comprehensive statistics and analysis that are hard to find elsewhere.

April 25, 2014

Selected 2014 Life Sciences Transactions

Recognized both globally and nationally as a leading life sciences practice, WilmerHale has four decades of experience representing biotechnology, pharmaceutical and medical device companies at all stages of growth, as well as venture capitalists and investment banks.

March 25, 2014

2014 IPO Report

Our 2014 IPO Report offers a detailed analysis of, and outlook for, the IPO market. The report features regional breakdowns; useful IPO market metrics; an update on the pros, cons and recent rates of adoption of various elements of JOBS Act relief available to emerging growth companies; and a look at the expanded role CEOs now must play in the IPO process.

March 3, 2014

Selected 2014 Public Offerings and Rule 144A Placements

In 2013, we handled more than 40 public offerings and Rule 144A placements raising approximately $20 billion, for leading companies in life sciences, technology, financial services, communications and other industries.

December 20, 2013

WilmerHale Advises Yandex in its $600 Million Offering of Convertible Notes

November 1, 2013

WilmerHale Among U.S. News – Best Lawyers® “Best Law Firms” and Again Named International Arbitration “Law Firm of the Year”

The 2014 edition of the U.S. News – Best Lawyers® “Best Law Firms” list names WilmerHale as “Law Firm of the Year” in International Arbitration—this is the second consecutive year that the firm has won this honor—and honors WilmerHale as a first-tier law firm in 27 national and 60 metro-area rankings.

October 22, 2013

2013 Q3 IPO Report

Our 2013 Q3 IPO Report offers a detailed analysis of the IPO market for the first three quarters of the year. The IPO market produced 121 IPOs during this period—39 more (48%) than the 82 IPOs completed in the first three quarters of 2012 and nine more than the annual average of 112 IPOs that has prevailed for the past three years.

July 26, 2013

2013 Mid-Year IPO Report

Our 2013 Mid-Year IPO Report offers a detailed analysis of the IPO market for the first half of the year. Buoyed by reduced market volatility and steadily improving capital market conditions, the first half of 2013 produced 70 IPOs—six more (9%) than the 64 IPOs in the first half of 2012.

July 11, 2013

SEC Adopts JOBS Act and Dodd-Frank Act Private Placement Provisions; Proposes Additional Requirements for Private Placement Market

At an open meeting on July 10, 2013, the Securities and Exchange Commission (SEC): approved final rules implementing Section 201(a)(1) of the Jumpstart Our Business Startups Act (the JOBS Act) to eliminate the prohibition on general solicitation and advertising for certain offerings made pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the Securities Act) and Rule 144A under the Securities Act; approved a final rule to disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506, as mandated by Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act); and proposed amendments to Regulation D, Form D and Rule 156 under the Securities Act intended to enhance the SEC’s ability to evaluate changes in the market and to address the development of practices in Rule 506 offerings.