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 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 marketed or "bought" deals. 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 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 Agios Pharmaceuticals, Bellerophon Therapeutics, ConforMIS, Demandware, Editas Medicine, Endurance International, Nabriva Therapeutics, Ocular Therapeutix, Spark Therapeutics and  Summit Therapeutics in initial public offerings;
  • representing the underwriters in the initial public offerings of Biotie Therapies, ChannelAdvisor, HubSpot, Imprivata, MacroGenics, ProQR Therapeutics and Zynerba Pharmaceuticals;
  • representing Achillion Pharmaceuticals, Activision Blizzard, Catabasis Pharmaceuticals, Curis, Epizyme, Idera Pharmaceuticals, Intercept Pharmaceuticals, Karyopharm Therapeutics, Ophthotech, Sonus Networks and Tetraphase Pharmaceuticals in follow-on public offerings;
  • representing Akamai Technologies, Cimpress, The Medicines Company, PTC Therapeutics, Red Hat and WEX in Rule 144A placements of convertible note offerings; and
  • representing Analog Devices, Casella Waste Systems, Danaher, Discovery Communications, Hasbro, Staples, State Street and Thermo Fisher Scientific in public offerings of senior notes.

Publications & News

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April 24, 2017

Eaton Vance Corp. Completes Senior Notes Offering

Eaton Vance Corp. closed a public offering of $300 million aggregate principal amount of its 3.500% notes due April 6, 2027. The public offering was made pursuant to an effective registration statement on file with the US Securities and Exchange Commission.

April 19, 2017

President Trump Signs Buy American and Hire American Executive Order

On April 18, 2017, President Trump signed an important executive order promoting “Buy American” and “Hire American” policies.

April 4, 2017

AVEO Announces Closing of Public Offering and Full Exercise of Option to Purchase Additional Shares

WilmerHale client AVEO Pharmaceuticals, Inc. announced the closing of its previously announced underwritten public offering of 34,500,000 shares of common stock.

March 1, 2017

Selected 2017 Public Offerings and Rule 144A Placements

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.

January 27, 2017

Ocular Therapeutix Announces Public Offering of Common Stock

Ocular Therapeutix, Inc. announced the pricing of its registered underwritten public offering of 3,571,429 shares of its common stock.

October 20, 2016

Banking Regulators Release Advanced Notice of Proposed Rulemaking on Enhanced Cyber Risk Management Standards

The agencies are considering establishing two tiers of enhanced standards—basic enhanced standards for all covered firms and even more stringent enhanced standards for systems that are "sector-critical."

October 7, 2016

WilmerHale Advises Acacia Communications in Follow-On Public Offering of Common Stock

The WilmerHale deal team was led by Partners Mark Borden, David Westenberg and Jason Kropp, and included Counsel Sarah Sellers and Associates Colin Beauvais and Julie Fogarty.

October 6, 2016

WilmerHale Advises Catabasis Pharmaceuticals in Closing of $11.5M Offering of Common Stock

The WilmerHale deal team was led by Partner Rosemary Reilly and included Counsel Jeffries Oliver-Li, Associate Timothy Kulis, and Attorney Heidi Treiber.

September 22, 2016

WilmerHale Advises Agios Pharmaceuticals in $173M Public Offering and Full Exercise of Option to Purchase Additional Shares

The WilmerHale team was led by Partner Steven Singer and included Special Counsel Cynthia Mazareas, Senior Associate Mhairi Immermann and Associate Brett Bromann.

September 13, 2016

WilmerHale Advises Thermo Fisher Scientific in €1.6B Eurobond Public Offering

Thermo Fisher Scientific Inc. announced the completion of its public offering of €1 billion aggregate principal amount of 0.750% Senior Notes due 2024 and €600 million aggregate principal amount of 1.375% Senior Notes due 2028 at the issue prices of 99.122% of the principal amount and 99.748% of the principal amount, respectively.