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Life as a Public Company: A Changing Environment

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Join MoFo partner Dave Lynn (former Chief Counsel of the Division of Corporation Finance at the SEC) and the Corporate Finance | Capital Markets partner team from MoFo’s new Austin office for a networking roundtable on Monday, December 12, at the Austin Proper Hotel.

Join MoFo partner Dave Lynn (former Chief Counsel of the Division of Corporation Finance at the SEC) and the Corporate Finance | Capital Markets partner team from MoFo’s new Austin office for a networking roundtable on Monday, December 12, at the Austin Proper Hotel.The roundtable will address the pros and cons of going public, and being a public company today in light of the evolving regulatory environment, as well as the latest developments affecting capital raising, public company disclosure, and corporate governance. Dave Lynn and the MoFo team will provide practical guidance and answer all the questions you’ve been meaning to ask about life as a public company.A selection of food and beverages from The Peacock and Goldie’s will be provided, and the roundtable will be followed by an opportunity to socialize and network with your peers. We hope you’ll be able to join us!Please note that Morrison Foerster’s event policy requires all attendees to be fully vaccinated for COVID-19.Please reach out to <a href="mailto:lmooney@mofo.com">Laura Mooney</a> if you are interested in attending.<hr>

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John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.<h4 dir="ltr">Representative Experience</h4><ul><li dir="ltr">Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li dir="ltr">Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li></ul><ul dir="ltr"><li dir="ltr">Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million</li><li dir="ltr">Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock</li><li dir="ltr">Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion</li><li dir="ltr">Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement</li><li dir="ltr">Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.</li><li dir="ltr">Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes</li><li dir="ltr">Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li dir="ltr">Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering</li><li dir="ltr">Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock</li><li dir="ltr">Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate</li><li dir="ltr">Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes</li><li dir="ltr">Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li dir="ltr">Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes</li><li dir="ltr">Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li dir="ltr">Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

John Hensley

Partner

John is a Capital Markets, Public Company Advisory & Governance, and Special Situations partner with more than 20 years of experience advising issuers, underwriters, and other market participants in a wide range of special situations, equity, and debt financing transactions. He has significant experience advising on refinancing and liability management transactions, initial public offerings, high yield and investment grade debt offerings, and private placements. John also regularly advises on structuring and executing cross border financing, liability management, and special situation transactions, having advised on matters involving a wide range of jurisdictions, including China, Hong Kong, Japan, France, India, Indonesia, Israel, Singapore, and the United Kingdom.  John has worked with a wide variety of companies across many industries, including consumer products, technology, life sciences, energy, telecommunications, and financial services. He has advised on transactions for issuers as diversified as Arm Holdings, RH (formerly Restoration Hardware), PepsiCo, Monster Beverage, Omnicom, Tate & Lyle, and Vonage.  In addition to routinely advising issuers, investors, and other market participants on the structuring and execution of debt capital markets transactions, having advised on aggregate financing transactions in excess of $50 billion in the last ten years, John also frequently collaborates with cross-practice teams to advise on and structure in-court and out-of-court restructuring and other liability management transactions. John has completed course work at the University of Cambridge on sustainable finance and serves on the firm’s ESG steering committee. He also serves on the firm’s diversity and inclusion committee as well as its New York hiring committee. John has regularly been recognized as an IFLR1000 notable practitioner and by The Legal 500 for his work on capital markets transactions. <h4>Representative Experience</h4><h5>Capital Raising Transactions</h5><ul><li>Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li>Sprint Corp. in connection with its $1.0 billion guaranteed notes offering</li><li>Vonage in its $300 million convertible note offering</li><li>RH’s issuance of $300 million in aggregate principal amount of convertible notes</li><li>FTI Consulting in its $316.25 million convertible note offering</li><li>TransDigm Group in its offering of $500 million Senior Subordinated Notes by its UK subsidiary</li><li>Lodha Developers, a leading developer of luxury real estate in India, in its $200 million secured bond offering by its UK subsidiary</li></ul><h5>Special Situations</h5><ul><li>SoftBank Group’s investment in 6% senior notes issued by Fair Technologies</li><li>Counsel to an institutional senior secured noteholder in connection with an out-of-court exchange offer and recapitalization transaction by Associated Materials</li><li>Counsel to an ad hoc group of former noteholders in connection with the proposed initial public offering of Southeastern Grocers, following its chapter 11 bankruptcy</li><li>Counsel to the ad hoc group of senior secured noteholders, in the chapter 11 cases of EP Energy</li><li>Counsel to the ad hoc group of first lien noteholders, as noteholders and backstop DIP lenders, in the chapter 11 bankruptcy of Sanchez Energy</li><li>Lodha Developers International in its consent solicitation relating to $200 million of 12% Guaranteed Senior Notes</li><li>Sprint in connection with its $1.7 billion tender offers for 9.000% Guaranteed Notes and 8.375% Notes</li><li>Frontier Communication in the concurrent fixed price tender offers to purchase any and all of its 6.625% Senior Notes and any and all of its 7.875% Senior Notes, and in a modified Dutch auction tender offer to purchase up to $225 million aggregate principal amount of its 8.250% Senior Notes</li></ul>

John Owen

Steve Tyndall is a corporate partner based in the firm’s Austin office.Steve has over 20 years of experience in corporate and securities law. He advises emerging and established companies at every step of their evolution, counseling on a broad range of corporate and transactional matters including venture financings, public and private offerings of equity and debt securities, mergers and acquisitions, and joint ventures.Steve also provides corporate governance guidance to his clients, including in connection with the preparation of periodic reports under the Securities Exchange Act of 1934 with respect to publicly held companies.While Steve advises across a wide range of industries, he offers particular experience in the energy-related technology and life sciences spaces.<h4>Representative Experience</h4><ul><li>Has advised public and private companies, private equity and venture funds, and Board committees in mergers, acquisitions, joint ventures, and other strategic transactions with an aggregate transaction value in excess of $1.5 billion.</li><li>Has represented issuers and investment banks in public offerings of equity and debt transactions with an aggregate transaction value in excess of $3 billion.</li><li>Has represented issuers and investors in private placements with an aggregate transaction value in excess of $500 million.</li></ul><h4>Rankings</h4><ul><li>Chambers USA: Technology: Corporate & Commercial (2020 – 2023)</li><li>Legal 500 US 2023: M&A / Corporate and Commercial: M&A: Large Deals ($1BN+)</li></ul>

Steven Tyndall

Capital Markets

Public Company Advisory & Governance

United States

Life as a Public Company: A Changing Environment

12 Dec 2022 4:00 - 6:30 PM CST