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Capital Markets

Contacts

David S. Baxter
Partner, New York
T: +1.212.858.1222
Davina K. Kaile
Partner, Silicon Valley
T: +1.650.233.4564
Gabriella A. Lombardi
Partner, Silicon Valley
T: +1.650.233.4670
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Areas of Focus

Regularly recognized for excellence by Chambers USA, The Legal 500 U.S. and U.S. News – Best Lawyers, Pillsbury’s Capital Markets team advises on all aspects of U.S. and international securities transactions.

Pillsbury’s Capital Markets lawyers provide strategic guidance on all facets of securities transactions, regularly advising on public offerings and private placements, including SEC-registered and Rule 144A offerings and venture capital and other private placements.

Our Capital Markets team advises on all types of equity and debt transactions, from IPOs to follow-on and secondary common stock offerings and from convertible debt to high-yield and investment-grade secured and unsecured debt offerings. We also advise on Regulation D and other private placements, restricted securities resales under Rules 144 and 145, insider trading restrictions, Investment Company Act of 1940 compliance and exemptions, stock repurchase programs, and filings relating to significant stockholders and tender offers. We represent issuers, underwriters, agents, broker-dealers, investment advisers, investment and venture funds, institutional investors and private investors, among other securities market participants. Since 2010, Pillsbury has served as counsel in more than 590 public and other underwritten securities offerings with an aggregate value exceeding $218 billion. Our firm is especially known for its capital markets work in the energy, technology and life science industries, as well as its work with REITs and financial institutions.

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We represent companies, investment banks and other capital providers in all types of capital markets transactions, including:

  • IPOs and secondary offerings
  • SEC-registered direct offerings
  • At-the-market programs
  • Rule 144A offerings
  • PIPE offerings
  • American depositary receipt (ADR) offerings
  • Alternative public offerings and reverse mergers
  • Convertible and equity-linked securities
  • Medium-term notes
  • Straight and floating rate debt
  • First mortgage bonds and other secured debt
  • Other hybrid and structured debt securities

Our lawyers also prepare Forms 10-K, 20-F, 10-Q, and 8-K, as well as proxy statements and Section 16 filings of directors and executive officers.

Representative Experience

  • Represented the underwriters and initial purchasers in connection with numerous offerings by Entergy Corp. and its subsidiaries.
  • Served as underwriters counsel in connection with offerings by Great Plains Energy Inc. and its subsidiaries of $3 billion of debt and equity securities.

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  • Represented Inphi Corp. in Rule 144A offerings of $517.5 million of convertible senior notes and related capped-call transactions.
  • Represented Sinclair Television Group in Rule 144A offerings of high-yield debt raising more than $3 billion.
  • Served as underwriters counsel in connection with numerous offerings by CenturyLink Inc. and its subsidiary Qwest Corp.
  • Represented Federal Realty Investment Trust and National Retail Properties Inc. in numerous offerings of debt and equity securities.
  • Acted for Incyte Corp. in Rule 144A offerings of $1.75 billion of convertible notes and related note repurchase transactions.
  • Represented the underwriters and sales agents in connection with the issuance of billions of dollars of debt and equity by Massachusetts Mutual Life Insurance Co. and Principal Financial Group Inc.
  • Represented life sciences companies InVitae Corp., Veracyte Inc. and Receptos Inc. in their IPOs.
  • Represented the underwriters in connection with IPOs of technology companies A10 Networks Inc., Adesto Technologies Corp. and Montage Technology Group Ltd.
  • Advised Midwest Fertilizer Co. in its $1.3 billion tax-exempt bond offering.
  • Provided guidance to numerous airlines and air cargo carriers in connection with offerings of secured notes.
  • Represented a bank holding company and its subsidiary bank in offerings of more than $6 billion of debt securities.
  • Represented structuring and placement agents, initial purchasers and investors in connection with billions of dollars of high-yield, royalty-based and synthetic royalty financings of life sciences and healthcare entities.
  • Acted for Textron Inc. in offerings of more than $4 billion of debt and equity securities and related convertible debt call spreads. 

Practice Area Highlights

Bloomberg (2023)

  • #16 for Global Bonds (Manager) by deal count
  • #9 for U.S. Equity Linked (Manager) by deal count
  • #16 for U.S. Corporate Bonds (Manager) by deal count
  • #16 for U.S. Investment Grade Corporate Bonds (Manager) by deal count
  • #19 for Sukuk & Islamic Financing – Issuer/Borrower by Volume

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  • Capital Market Deal of the Year – China Business Law Journal Deals of the Year 2022.
  • Best Lawyers/U.S. News & World Report 2023 awarded Pillsbury national Tier 1 rankings for Corporate Law and Securities/Capital Markets Law.
  • In 2018, Pillsbury’s Energy Capital Markets practice advised clients on more than $10 billion in issuances; in 2017, more than $15 billion in issuances; and in 2016, more than $19 billion in issuances.
  • Since 2010, Pillsbury has served as counsel in more than 565 public and other underwritten securities offerings with an aggregate value exceeding $200 billion.

Resources

Recent Public and Other Underwritten Securities Offerings

Book

U.S. Capital Markets Regulations Affecting U.S. Companies - 8th Edition

Book

Restructuring Debt Securities - April 2020 Edition

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