Jenner & Block has extensive experience in a wide array of capital markets transactions and other securities law and public company advisory matters. We frequently represent clients in capital-raising activities, including public equity and debt offerings, Rule 144A debt offerings, and private placement transactions, as well as in tender and exchange offers, and in the securities law aspects of M&A transactions.
We also regularly counsel publicly held companies—both large and small, and in a wide array of industries—on securities law compliance, Exchange Act reporting, ongoing disclosure requirements and corporate governance matters, including on the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act, and SEC and securities exchange rules, as well as on fiduciary duty and other governance and corporate control matters, and the securities law aspects of executive compensation. We also represent public company audit committees, as well as independent directors and other public company committees, in matters involving federal securities laws and corporate governance.
Experience
Initial public stock offerings:
- Represented General Motors in $23.1 billion initial public offering of common stock and Series B mandatory convertible junior preferred stock.
- Represented US Foods in $1.175 billion initial public offering of common stock.
- Represented Aurora Cannabis in $400 million initial public offering of common stock.
- Represented Chicago Board of Trade in $200 million initial public offering of common stock.
- Represented Clementia Pharmaceuticals in $137 million initial public offering of common stock.
- Represented Green Thumb Industries in $100 million initial public offering of subordinate voting shares.
Other public stock and equity offerings:
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Represented Lonza Group in $2.3 billion public rights offering and $865 million public equity offering.
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Represented General Motors in $1.7 billion and $1.6 billion public secondary offerings of common stock, and $175 million public secondary offering of warrants.
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Represented Hertz Corporation in $1.2 billion, $1.2 billion, $794 million and $780 million public secondary offerings of common stock.
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Represented US Foods in $1 billion public secondary offering of common stock.
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Represented Aurora Cannabis in $138 million public offering of common stock, $250 million at-the-market (ATM) offering facility for common stock, and $172.5 million public offering of common stock.
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Represented Kemet Corporation in $173 million public secondary offering of common stock.
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Represented NPS Pharmaceuticals in $100 million public offering of common stock.
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Represented Clementia Pharmaceuticals in $70 million public secondary offering of common stock.
Public and Rule 144A debt offerings:
- Represented Albertsons Companies on a private offering of $750 million of its 6.50% senior notes due in 2028.
- Represented Aurora Cannabis in an offering of $345 million aggregate principal amount of 5.5% convertible senior notes due 2024.
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Represented General Dynamics in $7.5 billion, $4 billion, $2.4 billion, $1.5 billion, $1.5 billion, $1.1 billion, $1 billion, $1 billion, $1 billion and $750 million public offerings of senior notes.
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Represented General Motors in $17.6 billion public offering of straight and convertible debt securities, $4.5 billion Rule 144A offering of senior notes, and $3 billion and $2.5 billion public offerings of senior notes.
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Represented Hertz Corporation in $1.2 billion, $1 billion, $700 million, $500 million and $250 million Rule 144A offerings of senior notes, and €425 million European offering of senior notes.
- Represented Jacobs Engineering in $500 million private placement of notes.
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Represented Silgan Holdings in $500 million public offering of senior secured notes and $200 million and €500 million Rule 144A and Regulation S offerings of senior notes.
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Represented Viskase Companies in $175 million and $40 million Rule 144A offerings of notes.
Exchange offers:
- Represented General Motors in $4.5 billion SEC-registered senior note exchange offer.
- Represented Hertz Corporation in $2.2 billion, $1.45 billion and $250 million SEC-registered senior note exchange offers.
- Represented US Foods in $975 million and $375 million SEC-registered senior note exchange offers.
Co-Chairs
Co-Chairs