Capital Markets INDUSTRIES

Leveraging our sophisticated technical, market and legal experience to help clients effectively and efficiently manage complex transactions and get the deal done.


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. And our lawyers understand the unique demands of complicated securities transactions. We help our clients plan and complete the offering process effectively and efficiently, and no other firm is as well positioned to quickly grasp the subject matter and execute a deal that works from the start.

Contacts

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Robinson, Erika L.

Erika L. Robinson

Partner

+1 202 663 6402 (t)

erika.robinson@wilmerhale.com

johnson-brian.jpg

Brian A. Johnson

Vice Chair, Corporate Practice Group

Co-Chair, Capital Markets

+1 212 937 7206 (t)

brian.johnson@wilmerhale.com

Experience

Initial Public Offerings: Bringing Order to Chaos
With legal support and careful planning by experienced advisers, an IPO can be a transformational event in a company's lifespan. Beginning in advance of the organizational meeting, we help orchestrate 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 manage the public offering process for our company and 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 a range of follow-on public offerings, from underwritten offerings with road shows to overnight marketed or "bought" deals. We have handled offerings of numerous types of securities and structures, including common stock, perpetual preferred stock, convertible preferred stock, convertible debentures, senior and subordinated notes, original issue discount notes, second lien secured notes, equity forwards and many others. Our experience with these securities and our sophisticated understanding of the particular requirements of different transactions 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 120 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 firmwide focus, we regularly work with technology and life sciences companies in virtually every area of the law.

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 their issuer clients. 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 50 public offerings involving non-US listings or issuers on the London, Frankfurt, Toronto, Paris, Amsterdam, Zurich, Copenhagen, Oslo, Stockholm and Ireland 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 both issuers and investment banks in all types of private offerings, including complex Rule 144A and Regulation S offerings of convertible debentures, high-yield bonds and other equity and debt securities. We are experienced in structuring and executing innovative PIPE offerings. We have managed numerous large private placements by emerging technology company clients that require significant pre-IPO financing. We collaborate with our issuer and investment bank clients 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 the SEC—including former Directors of the SEC's Divisions of Corporation Finance and Enforcement—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 20 years. In 2016, we handled more than 35 public offerings and Rule 144A placements raising approximately $25 billion for leading companies in life sciences, technology, financial services, communications and other industries. Since 2006, we have served as counsel in more than 400 public offerings and Rule 144A placements with total proceeds in excess of $150 billion.

Our experience includes:

  • representing Acacia, Editas Medicine, Spring Bank and Syros Pharmaceuticals in initial public offerings
  • representing the underwriters in the initial public offerings of Adaptimmune Therapeutics, Biotie Therapies, ChannelAdvisor, HubSpot, Imprivata, MacroGenics, ProQR Therapeutics and Zynerba Pharmaceuticals
  • representing Acacia, Agios Pharmaceuticals, Argos Therapeutics, Catabasis Pharmaceuticals, Epizyme, Franklin Street Properties, Idera Pharmaceuticals, Infinity Pharmaceuticals, Karyopharm Therapeutics, Medtronic, Ocular Therapeutix, Pacira, Spark Therapeutics, Tetraphase Pharmaceuticals and Zynerba Pharmaceuticals in follow-on public offerings
  • representing Akamai Technologies, Bottomline Technologies, Cimpress, Medtronic, Pacira, PTC Therapeutics, Red Hat and WEX in Rule 144A placements of convertible note offerings
  • representing Analog Devices, Danaher, Discovery Communications, Fortive, Intercept Pharmaceuticals, PerkinElmer, State Street and Thermo Fisher Scientific in public offerings of senior notes

Publications & News

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December 11, 2017

WilmerHale Represents Editas Medicine in $50M Offering of Common Stock

Editas Medicine, Inc., a leading genome editing company, announced the pricing of an underwritten offering of 1,970,000 shares of its common stock.

November 29, 2017

US Department of the Treasury: A Financial System That Creates Economic Opportunities—Capital Markets

In October 2017, the US Department of the Treasury (Treasury) published a report titled “A Financial System That Creates Economic Opportunities” (Treasury Report). Treasury, under the direction of Secretary Steven T. Mnuchin, prepared the Treasury Report in response to Executive Order 13772 (Executive Order). The Executive Order established a set of Core Principles consistent with which the financial markets should be regulated.

November 17, 2017

WilmerHale Reps Achillion Pharmaceuticals in Pricing of Secondary Offering of Common Stock

Achillion Pharmaceuticals, Inc. announced the pricing of an underwritten public offering of 18,367,346 shares of its common stock by existing stockholder Johnson & Johnson Innovation-JJDC, Inc., which shares constitute all of JJDC's equity position in Achillion, at a public offering price of $2.75 per share.

November 14, 2017

WilmerHale Reps Apellis Pharmaceuticals in Initial Public Offering

Apellis Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on the development of novel therapeutic compounds to treat disease through the inhibition of the complement system, announced the closing of its initial public offering.

October 26, 2017

WilmerHale Serves as Counsel to Idera Pharmaceuticals in Public Offering of Common Stock

Idera Pharmaceuticals, Inc. announced the pricing of its underwritten public offering of 33,333,334 shares of its common stock at a public offering price of $1.50 per share.

September 29, 2017

Epizyme Announces Closing of Public Offering of Common Stock

Epizyme, Inc., a clinical-stage biopharmaceutical company creating novel epigenetic therapies, announced the closing of its public offering of 10,557,000 shares of its common stock.

September 28, 2017

WilmerHale Reps Nabriva Therapeutics in $80M Public Offering of Ordinary Shares

On September 22, 2017, Nabriva Therapeutics plc closed on its underwritten public offering of 9,411,765 ordinary shares at a public offering price of $8.50 per share, totaling approximately $80 million.

September 25, 2017

WilmerHale Adds Partner Keith Trammell, Establishing Corporate Practice in its Denver Office

Mr. Trammell counsels public companies, private equity funds and privately held companies on capital markets and merger and acquisition transactions.

September 18, 2017

EU to Establish a Framework for Screening Foreign Direct Investment

On September 13, 2017, the European Commission issued a proposal for a Regulation establishing a framework for screening foreign direct investment in the European Union.

September 1, 2017

New Policies on China's Overseas Investments

The Opinions divide China's outbound investments by sector into “encouraged,” “restricted” and “prohibited” categories, providing a clearer and more authoritative regulatory framework for regulation of overseas investments by Chinese companies. This WilmerHale Client Alert was also published in Law360 on September 12, 2017.