Practice

Capital Markets

First-rate support, covering the full spectrum of securities offerings

When companies are looking to undertake a mission critical transaction like an IPO, they require counsel that will be committed and one step ahead. Our capital markets team sees itself as an extension of our client’s internal team, and we are focused on efficiently providing legal services that add value and propel our client’s business goals.


Our capital markets lawyers assist clients in structuring transactions that navigate regulatory requirements in all market conditions enabling them to obtain necessary funding and exploit market windows. We are well known for our client service approach and in 2021 we were recognized as one of BTI Consulting Group’s “Law Firms Recommended by Top Legal Decision Makers” and a leading firm for client service. At Foley Hoag, you are more than just a name for our tombstones. Your team and your success matter deeply to us.

We offer first-rate capital markets support. We draw upon our experience as capital markets practitioners guiding clients from a multitude of industries, and previous in-house general counsels and roles within the SEC to counsel you across your capital markets needs. 

Our proactive approach to client counseling extends beyond our daily advice to thought leadership through things like our IPO, Then What? Blog. The blog provides updates on new and proposed regulations, analysis of interpretive guidance, best practices on governance issues as well as reminders on disclosure and compliance obligations and is written with newly minted GC's in mind.

Areas of Focus

We provide legal support for all phases of growth:

EQUITY

  • Private placements
  • Initial public offerings (IPOs)
  • Special purpose acquisition companies (SPACs) 
  • PIPEs
  • Follow-on and Secondary offerings
  • Direct listings
  • Shelf registrations
  • Convertible debt
DEBT
  • Rule 144A offerings
  • Regulation S offerings
  • High yield debt
  • Royalty-backed
  • Investment grade debt
  • Shelf registrations
  • Private placements

IPO, Then What? Blog

Providing updates on new and proposed regulations, analysis of interpretive guidance, best practices on governance issues as well as reminders on disclosure and compliance obligations that will keep you on track

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Experience

LIFE SCIENCES & HEALTHCARE

  • We counseled GreenLight Biosciences, a biotechnology company dedicated to making RNA products affordable and accessible for human health and agriculture, in a $1.2 billion SPAC business combination with Environmental Impact Acquisition Corp. that resulted in GreenLight becoming a publicly listed company.
  • Our firm represented Applied Genetic Technologies Corp., a biotechnology company conducting human clinical trials of adeno-associated virus (AAV)-based gene therapies for the treatment of rare diseases in several capital markets transactions, including:
    • An at-the-market offering (ATM) program having an aggregate offering price of up to $50 million, with Cantor Fitzgerald & Co.
    • Its underwritten public offering of 16,741,573 shares 
    • Its sales agreement with Cantor Fitzgerald & Co. for an up to $25 million ATM offering
    • Its $37.4 million underwritten public offering of common stock
    • Its $52 million IPO
  • We represented Biogen Inc., in several sophisticated debt finance transactions, including:
    • A registered offering of senior unsecured notes for an aggregate principal amount of $3 billion 
    • A cash tender offer and exchange offer for outstanding 5.200% senior notes totaling $1.75 billion
    • A senior unsecured syndicated credit facility for $1 billion
  • We counseled clinical stage biotechnology company Enanta Pharmaceuticals Inc., in its initial public offering of common stock.
  • We represented Organogenesis Holdings Inc., and its wholly owned subsidiary Organogenesis Inc., a leading regenerative medicine company, in several transactions, including:
    • Its $64.7 million underwritten public offering of Class A common stock
    • Its $50.3 million underwritten public offering of Class A common stock
    • Its warrant exchange offer and consent solicitation
    • A SPAC IPO/reverse merger of Organogenesis Inc., with and into a wholly owned subsidiary of Avista Healthcare Public Acquisition Corp., with Organogenesis Inc., surviving the merger and AHPAC changing its name to Organogenesis Holdings Inc.


TECHNOLOGY

  • We advised leading industrial technology company Sensata Technologies in multiple financings, including:
    • The refinancing and amendments of its $1.45 billion syndicated senior secured revolving credit and term loan facilities
    • Its Rule 144A offering of $450 million senior notes
    • The amendments and consents obtained from lenders relating to approximately $3.7 billion of debt consisting of high-yield bonds and senior secured credit facilities
    • An indirect, wholly owned subsidiary of Sensata Technologies Holding in a Rule 144A offering of $750 million in aggregate principal amount of 3.750% senior notes due 2031.


CANNABIS

  • We represented The Valens Company (TSX: VLNS; Nasdaq: VLNS), a leading manufacturer of cannabis products, in its underwritten “bought deal” offering of units resulting in gross proceeds to the company of approximately CDN$32.3 million, including the exercise of the underwriters’ over-allotment option.
  • We represented Trulieve Cannabis Corp., a multistate cannabis operator, in several capital markets transactions including:
    • Its underwritten public offering of approximately US$228 million of subordinate voting shares
    • Its CDN$115.5 million offering of subordinate voting shares

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