Ryan Brewer is an experienced corporate lawyer whose practice focuses on corporate and securities law matters. He advises on a wide range of domestic and cross-border capital markets transactions and has experience representing a diverse range of clients from industries and sectors, including life sciences, healthcare, technology, defense, FinTech and financial services, energy, telecom, consumer and retail, industrial, REITs and SPACs. Mr. Brewer also advises public companies on SEC reporting, stock exchange and securities regulatory organization requirements and corporate governance matters.

Mr. Brewer regularly represents issuers, investment banks and investors in initial public offerings, follow-on and secondary equity offerings, PIPE financings, investment grade and other debt offerings, spin-offs and offerings of convertible, preferred and hybrid securities involving public companies.

Before joining WilmerHale, Mr. Brewer was a corporate and securities associate at another law firm in Washington DC where his practice focused on public offerings, private placements, corporate governance and fund formation. Prior to that, Mr. Brewer served as a law clerk at the Overseas Private Investment Corporation, the Commercial Law Development Program at the US Department of Commerce, and a law firm in Milan, Italy.

Experience

    • Represented Xilio Therapeutics in connection with in the equity investment by Gilead Sciences, Inc. for an aggregate purchase price of approximately $13.5 million and private placement equity financing of approximately $11.3 million in 2024.
    • Represented MicroStrategy Incorporated in connection with a Rule 144A offering of Rule 144A offering of $603.75 million in convertible senior notes in 2024. This transaction was the second issuance of senior convertible notes in a ten-day period by MicroStrategy, with a total aggregate principal amount of more than $1.4 billion.
    • Represented Thermo Fisher Scientific Inc. in connection with its inaugural offer and sale $1.070 billion of CHF-denominated bonds, in an offering that was the largest issuance by a foreign issuer of Swiss franc bonds in seven years in 2024.
    • Represented MicroStrategy Incorporated in connection with a Rule 144A offering of $800 million in convertible senior notes in 2024—the only marketed convertible note offering in the past two years which achieved a coupon rate of less than 1% paired with a conversion premium of greater than 40%.
    • Represented TechTarget, Inc. in connection with its $350 million strategic combination with Informa Tech’s digital businesses in 2024.
    • Represented underwriters in connection with the $316.2 million follow-on public offering of Kymera Therapeutics, Inc. in 2024.
    • Represented underwriters in connection with the $34.5 million follow-on public offering of Milestone Pharmaceuticals Inc. in 2024.
    • Represented Thermo Fisher Scientific Inc. in connection with its public offering of $2.95 billion in senior notes in 2023, and with its public offering of $1.2 billion USD and €1.25 billion EUR Notes in November 2022, and in connection with pricing an offering of ¥109.5 billion aggregate principal amount of yen-denominated senior notes in October 2022.
    • Represented Eastman Chemical Company in connection with its inaugural green bond offering of $500 million aggregate principal amount of 5.750% notes in 2023.
    • Represented underwriters and exchange agents in multiple concurrent transactions by Avadel Pharmaceutics plc, including a $143.8 million follow-on equity offering and a $96 million exchange of convertible notes in 2023.
    • Represented underwriters in connection with the $193.6 million initial public offering and $225.0 million follow-on public offering of CinCor Pharma, Inc. in 2022.
    • Represented AVEO Oncology in connection with its sale to LG Chem in an all-cash transaction with an implied equity value of approximately $566 million in 2023.
    • Represented underwriters in connection with the $190.0 million initial public offering and $246.3 million follow-on public offering of Amylyx Pharmaceuticals, Inc. in 2022.
    • Represented Xilio Therapeutics, Inc in connection with its $117.6 million initial public offering in 2021.
    • Represented MicroStrategy Incorporated, in connection with a Rule 144A offering of $1.05 billion of convertible senior notes in 2021—the first convertible note offering in which the stated use of proceeds was to purchase bitcoin.
    • Represented a Nasdaq-listed leading, clinical stage gene editing company in connection with a $265 million underwritten public offering of common stock in 2021.
    • Represented one of the nation’s largest and most diversified television broadcasting companies in connection with a private Rule 144A offering of $3.05 billion of senior secured notes and $1.825 billion of senior unsecured notes in 2019—the largest US high-yield bond offering since 2016.
    • Represented an NYSE-listed mixed-use property real estate investment trusts in connection with an underwritten public offering of $400 million of green bonds in 2019.
    • Represented a Nasdaq-listed independent oil and natural gas company in its sale to an NYSE-listed independent oil and natural gas company for $71 million in 2019.
    • Represented an NYSE-listed triple net lease real estate investment trusts in more than $2 billion of underwritten public offerings of common stock, preferred stock, senior unsecured notes and convertible notes.
    • Represented numerous public companies, placement agents, and sales agents in connection with the establishment of “at-the-market” sales arrangements, PIPE financings and other strategic financings.
    • Represents numerous SEC reporting companies in connection with Exchange Act compliance and corporate governance matters.

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Credentials

  • Education

    • JD, Georgetown University Law Center, 2017

      cum laude International Trade Editor, Georgetown Journal of International Law
    • BA, Philosophy, San Jose State University, 2014

      summa cum laude
  • Admissions

    • District of Columbia

    • New York

Credentials

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