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Rachel Beller’s practice focuses on bank finance transactions, including the negotiation of, and the ongoing compliance under, secured and unsecured domestic and cross-border syndicated term and revolving credit facilities. Ms. Beller has experience in acquisition finance, structured finance and other asset-based transactions. In addition, Ms. Beller has handled several royalty monetization transactions involving the acquisition and financing of pharmaceutical royalty streams.
Royalty Monetization Matters
- Eisai Co., Ltd., a global pharmaceutical company headquartered in Japan, in its 2019 monetization of its royalty interests in Tazemetostat for up to $330 million, consisting of an up-front payment of $110 million for a certain portion of the royalty interests and up to $220 million in additional payments for the remainder of the royalty interests upon FDA approval of Tazemetostat for certain indications.
- LifeArc (formerly MRC Technology), a leading UK-based medical research charity, in its 2016 sale of a small proportion of its royalty rights in Keytruda for $150 million (approximately £115 million).
- University of Newcastle upon Tyne, a UK public research university, in its monetization of a portion of its royalty interests in Rubraca.
- Cold Spring Harbor Laboratory, a leading not-for-profit research institute founded in 1890 and home to eight Nobel Prize winners, in its structured monetization of a portion of its royalty interests in the first product approved by the FDA for the treatment of a rare genetic disorder.
- Boston Children’s Hospital, one of the leading pediatric medical centers in the United States, in its monetization of a portion of its royalty interests in Vonvendi.
- The Walter and Eliza Hall Institute of Medical Research, Australia’s oldest medical research institute, in its monetization of a portion of its royalty interests in Venetoclax for up to U.S.$325 million (A$406 million), consisting of an up-front payment of U.S.$250 million and up to U.S.$75 million of additional payments upon the attainment of certain milestones, the largest royalty monetization by a non-profit institution outside the United States and the United Kingdom.
- Dana-Farber Cancer Institute, a world leader in cancer research, in two royalty monetizations, including its sale of a portion of its royalty interests in various Programmed Death Ligand-1 (PD-L1) cancer drugs for an up-front payment of $100 million and up to $68 million of additional payments upon the satisfaction of certain conditions.
- Group of Inventors associated with UCLA in connection with the sale by UCLA of royalty rights in respect of Xtandi for an up-front cash payment of $1.14 billion and potential additional payments based on future Xtandi sales, the largest royalty monetization done by an inventor group.
- Northwestern University in the sale of a portion of its worldwide royalty interests in Lyrica.
Bank Finance Matters
- Aristocrat Leisure Limited in its senior secured term loan and revolving credit facility.
- The Goodyear Tire & Rubber Company in its global debt financings, including first and second lien credit facilities, multiple issuances of high yield bonds, and credit facilities in Europe and Latin America.
- LIN Media in its senior secured credit facilities.
Pro Bono
- Representation of Superstorm Sandy victims with respect to their FEMA and flood insurance claims.
- Advised New York City Housing Authority tenants with respect to their housing issues and legal rights.
- Provide ongoing corporate, employment and general legal advice to an educational non-profit organization.
Covington Represents Eisai in $330M Royalties Sale
November 5, 2019
NEW YORK—Covington represented Eisai Co., Ltd. in connection with its sale to Royalty Pharma of royalties on sales of tazemetostat by Epizyme, Inc. outside of Japan for $330 million. Under a collaboration agreement between Epizyme and Eisai, Epizyme is responsible for the development and commercialization of tazemetostat outside of Japan, and Epizyme owes ...
June 20, 2018
NEW YORK—Covington advised Boston Children's Hospital in its monetization of a portion of its royalties relating to Vonvendi, a recombinant drug used to treat a common bleeding disorder called von Willebrand disease. The purchaser, Barings Alternative Investments, part of Barings LLC, on behalf of institutional investors, paid $51.5 million. Boston Children’s ...
November 30, 2017
WASHINGTON—Covington represented Aristocrat Leisure Limited in its $990 million acquisition of Big Fish Games, Inc. This acquisition expands Aristocrat’s Social Gaming business into new game genres. Aristocrat is a global provider of gaming solutions. It offers a diverse range of products and services including electronic gaming machines and casino management ...
Covington Advises Aristocrat in Acquisition of Plarium and Related Acquisition Financing
August 15, 2017
WASHINGTON—Covington, together with Israeli-based law firm Allens and Herzog Fox & Neeman, is representing Aristocrat Leisure Limited, a leading provider of gaming solutions, in its acquisition of Plarium Global Limited and the related acquisition financing. Aristocrat will make an upfront cash payment of $500 million plus earn-out payments based on Plarium’s ...
Covington Represents Australian Medical Research Institute in Landmark Royalty Monetization
July 27, 2017
NEW YORK—Covington advised The Walter and Eliza Hall Institute of Medical Research (WEHI), Australia's oldest medical research institute, in its landmark monetization of a portion of its royalties relating to the cancer drug Venetoclax. The purchaser, a wholly owned subsidiary of Canada Pension Plan Investment Board, paid US$250 million upfront, and agreed to ...
Covington Represents Dana-Farber in Royalty Monetization
August 5, 2016
NEW YORK—Covington advised Dana-Farber Cancer Institute in its monetization of a portion of its interest in royalties related to its Programmed Death Ligand-1 (PD-L1) intellectual property. PD-L1 inhibitors are immuno-oncology drugs used for the treatment of various types of metastatic cancer. CPPIB Credit Europe S.à r.l., a wholly owned subsidiary of Canada ...
Covington Represents MRCT in Royalty Monetization Deal
July 15, 2016
NEW YORK—Covington advised Medical Research Council Technology, a UK-based independent life science medical research charity, in its sale of a portion of the royalty stream associated with its cancer drug Keytruda® for $150 million (£115.6 million). Keytruda® (pembrolizumab), is a new generation treatment which stimulates the body’s immune system to fight ...
Covington Advises Natrogen on Agreements with Takeda
December 20, 2013
WASHINGTON, DC, December 20, 2013 — Covington & Burling advised Natrogen Therapeutics International in its agreement with Takeda Pharmaceuticals for the exclusive license for worldwide development of Natura-alpha, a synthetic small molecule oral compound that is believed to inhibit pro-inflammatory cytokine expression, as well as an option to acquire Natrogen. ...
Covington Advises MyPublisher in Shutterfly Merger
May 1, 2013
NEW YORK, May 1, 2013 — Covington & Burling advised MyPublisher, Inc., in its merger with Shutterfly, Inc., the leading digital retailer of personalized photo products. MyPublisher is one of the pioneers of high quality printed photo albums. The acquisition will combine MyPublisher's photo book technology and highly specialized manufacturing capabilities with ...
Covington Advises SandRidge Energy in $130 Million Sale of Tertiary Assets to Morgan Stanley Global Private Equity
June 4, 2012
NEW YORK, June 4, 2012 — Covington advised SandRidge Energy, Inc. on the sale of its non-core tertiary recovery business for $130 million to Morgan Stanley Global Private Equity portfolio company Trinity CO2 Investments. The divested properties are located in West Texas and currently produce approximately 1,100 barrels of oil per day. SandRidge Energy is an oil ...