Capital Markets

• Represented the underwriters in the $150 million initial public offering of common stock of Kite Pharma, a biopharmaceutical company that genetically engineers a cancer patient’s T cells to express either chimeric antigen receptors or T cell receptors to recognize and destroy cancer cells.
• Represented the underwriters in the $340 million public offering of shares of beneficial interests of Senior Housing Properties Trust, a real estate investment trust investing in health care and senior living facilities, which was followed by the public offering of $400 million of 3.25% Senior Notes and $250 million in 4.75% Senior Notes of Senior Housing by a different underwriting syndicate.
• Representing the underwriters in the initial public offering of Presbia PLC, an Irish-domiciled, ophthalmic-device company marketing an optical lens implant for treating presbyopia, the age-related loss of the ability to focus on near objects.
• Represented the underwriters in the $94 million initial public offering of OncoMed Pharmaceuticals, a clinical-stage biopharmaceutical company developing antibody-based therapeutics targeting cancer stem cells.
• Represented the underwriters in the $50 million initial public offering of Parnell Pharmaceutical Holdings Ltd, an Australian-domiciled pharmaceutical company developing and marketing products for companion animals and livestock.
• Represented the underwriters in the $63 million public offering of common stock and pre-funded common stock warrants of Heron Therapeutics, a specialty pharmaceutical company developing drug-delivery products designed to improve the therapeutic profile of injectable pharmaceuticals by extending duration of action.
• Represented the underwriters in the $150 million follow-on public offering of common stock of Acadia Healthcare, a consolidator in the inpatient behavioral healthcare services space.
• Represented the placement agent in private placements of $230 million of equity and senior secured notes of K-V Pharmaceutical Company, a specialty pharmaceutical company.
• Represented the underwriters in the $123 million initial public offering of American Depositary Shares of 3SBio, a China-based biotechnology company.
• Represented numerous global investment banks in multiple registered and Rule 144A offerings of common stock and convertible notes of Five Star Quality Care, a healthcare services company, aggregating in excess of $400 million.

Disclosure, Compliance and Corporate Governance
    

• Advises clients in connection with preparation of periodic and current reports (10-K, 10-Q and 8-K), proxy statements and other disclosure documents filed with the SEC pursuant to federal securities laws.
• Counsels public companies generally with respect to disclosure obligations and practices, such as in the context of announcing or pre-announcing earnings, announcing significant business transactions and developments, web-site management, public appearances involving the media and investment community and similar matters.
• Assists public clients in designing, implementing and maintaining disclosure controls and procedures as well as in managing associated litigation and reputational risks.
• Represents clients in designing and implementing exchange- and SEC-compliant corporate governance policies and practices.
• Advises boards of directors of public companies with respect to fiduciary duties in the context of change-of-control and other significant corporate transactions.
• Advises clients with respect to insider trading and disclosure investigations by the SEC and other regulators.
• Advises clients with respect to corporate crises and associated disclosure obligations and litigation and reputational risks.

M&A, Licensing and Technology Transfer
  

• Represented a financially distressed client in multiple dispositions, subsequent repositioning acquisitions and a "restart" initial public offering.
• Represented biotechnology clients in the acquisition of intellectual property rights to combinatorial chemistry libraries, humanized monoclonal antibodies and antibody-linker technology.
• Represented a biopharmaceutical company in the restructuring of a corporate collaboration regarding its lead, "blockbuster" product.
• Represented biotechnology clients in the licensing and subsequent reacquisition of rights to lead products.

Other Corporate Matters
  

• Represents public and private clients in connection with reverse stock splits, reincorporations, stock buyback programs and other corporate organic and recapitalization transactions.
• Assists private companies (both domestic and foreign) in preparing for initial public offerings in the US, including redesigning the clients' capital structures, governance practices, compensation plans, publicity practices and relationships with internal and external personnel.
• Assists private companies in financings, corporate partnerships, litigation management and investor relations.