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, Ocular Therapeutix, Spark Therapeutics, Tetraphase Pharmaceuticals and Zynerba Pharmaceuticals in follow-on public offerings
  • representing Akamai Technologies, Bottomline Technologies, Cimpress, Pacira, The Medicines Company, PTC Therapeutics, Red Hat and WEX in Rule 144A placements of convertible note offerings
  • representing Analog Devices, CAF Development Bank of Latin America, Danaher, Discovery Communications, Eaton Vance, Fortive, Intercept Pharmaceuticals, Medtronic, PerkinElmer, State Street and Thermo Fisher Scientific in public offerings of senior notes

Publications & News

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June 9, 2017

The Legal 500 United States 2017 Recognizes 125 WilmerHale Lawyers Across 28 Practice Areas

The Legal 500 United States has released its 2017 rankings, recommending 125 WilmerHale lawyers—including 12 who are named to its elite “Leading Lawyers” list and two on its “Next Generation Lawyers” list—and 28 practice areas in its 11th edition.

June 7, 2017

Selected 2017 Life Sciences Transactions

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

May 26, 2017

WilmerHale Lawyers and Practices Recognized in 2017 Edition of Chambers USA

Chambers and Partners announced its rankings for the 2017 edition of Chambers USA: America's Leading Lawyers for Business, with WilmerHale listed among the nation's best in 50 practice area categories. Chambers also ranked 86 WilmerHale lawyers as leaders in their respective fields.

May 17, 2017

WilmerHale Ranks Among Top Three Life Sciences Law Firms for Second Consecutive Year

The index—launched last year by Lake Whillans and Breaking Media (publisher of MedCity News and Above the Law)—identifies which law firms are the most active and relevant for life sciences companies.

May 11, 2017

Agios Pharmaceuticals Announces Closing of Over-Allotment Option in Public Offering

Agios Pharmaceuticals, Inc. announced that it has issued an additional 757,575 shares of common stock at the public offering price of $49.50 per share, for total gross proceeds of approximately $37 million.

May 10, 2017

Karyopharm Therapeutics Announces Pricing of Public Offering of Common Stock

WilmerHale client Karyopharm Therapeutics Inc., a clinical-stage pharmaceutical company, announced the pricing of a registered underwritten public offering of 3,902,439 shares of its common stock at a price to the public of $10.25 per share.

April 28, 2017

2017 Corporate Reports

WilmerHale's annual IPO, Venture Capital and M&A Reports offer insights into market conditions and provide comprehensive statistics and analysis that are hard to find elsewhere.

April 28, 2017

2017 IPO Report

Our 2017 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, the potential impact of the new presidential administration on policy and direction at the US Securities and Exchange Commission and much more.

April 26, 2017

WilmerHale Represents Medtronic in Senior Notes Offering

On March 28, 2017, Medtronic plc's wholly owned subsidiaries, Medtronic, Inc. and Medtronic Global Holdings S.C.A., issued an aggregate principal amount of $2 billion of senior notes in concurrent SEC-registered underwritten public offerings.

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.