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Donald Murray
Donald J. Murray
Partner
New York +1 212 841 1101 dmurray@cov.com Download V-card

Donald Murray chairs the firm’s Securities and Capital Markets Practice Group.  Resident in the firm’s New York office, Mr. Murray represents clients in public and private capital markets transactions involving issuers in the life sciences, financial services, renewables/cleantech and other industries.  He also advises on general corporate matters ranging from disclosure and securities laws compliance to corporate governance to crisis management.  His clients include global investment banks acting as underwriters, placement agents and initial purchasers as well as private and public companies with a wide range of corporate needs and objectives.

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.    

 

Other Representative Corporate Finance Transactions  

  • Represented the underwriters in the $130 million public offering of Salix Pharmaceuticals, a specialty pharmaceutical company focused on gastrointestinal disorders.
  • Represented the placement agent in a Section 4(2) private placement of mandatorily redeemable preferred stock by Universal American Corp., a provider of health benefits to Medicare recipients, in connection with the disposition of Universal American's Medicare Part D business.
  • Represented the underwriters in the initial public offering of BG Medicine, a life sciences company in the molecular diagnostics space.
  • Represented the underwriters in numerous registered and Rule 144A offerings of debt and equity securities of Senior Housing Properties Trust, a real estate investment trust investing in health care and senior living facilities, including recently equity follow-on offerings of approximately $840 million and $500 million in Senior Notes.
  • Represented the underwriters in a marketed public offering, and a subsequent accelerated book-build/wall-cross public offering, of common stock of Aegerion Pharmaceuticals, a biopharmaceutical company developing therapeutics for rare, genetic lipid disorders.
  • Represented the underwriters in the $100 million, accelerated book-build/wall-cross public offering of American Depository Shares of Amarin Corporation plc, a biopharmaceutical company developing Omega-3 fatty acids for cardiovascular indications.
  • Represents the managers in an ongoing $250 million equity distribution program for Health Care REIT, an equity real estate investment trust investing in health care properties.
  • Represented the underwriters in the $125 million follow-on public offering of Auxilium Pharmaceuticals, a specialty pharmaceutical company marketing products to urologists, endocrinologists, orthopedists and select primary care physicians.
  • Represented the underwriters in the $55 million initial public offering of Complete Genomics, Inc., a life sciences company that at the time was engaged in the commercial launch of its "whole genome" DNA sequencing platform, and in its subsequent $80 million follow-on offering.
  • Represented the underwriters in the $65 million, accelerated book-build/wall-cross public offering of Exact Sciences Corporation, a molecular diagnostics company focused on colorectal cancer.
  • Represented a global investment bank, acting as placement agent, in the $110 million private placement of mandatorily convertible preferred stock of CardioNet, a medical technology and healthcare services company addressing cardiac conditions, and represented this bank and the other underwriters in CardioNet's subsequent initial public offering and a follow-on, all-secondary public offering.
  • Represented the underwriters in the $400 million public offering of convertible notes of Health Care REIT, an equity real estate investment trust investing in health care properties.
  • Represented Progenics Pharmaceuticals, a biopharmaceutical company focusing on gastroenterology, oncology and virology therapeutics, in its initial public offering and in multiple subsequent underwritten public offerings of common stock aggregating in excess of $285 million.
  • Represented the underwriters in the $80 million initial public offering of Conor Medsystems, a developer of drug-eluting coronary stents, and in Conor Medsystems's subsequent $96 million follow-on public offering.
  • Represented the underwriters in three public offerings of Dyax Corp., totaling $135 million and consisting of a traditional, fully marketed transaction, a "bought deal" and an accelerated book-build/wall-cross public offering.
  • Represented Broadpoint Securities Group, Inc. (now Gleacher & Company, Inc.) in its $170 million part-and-part underwritten public offering.
  • Represented the underwriters in the $123 million follow-on public offering of American Depositary Shares of China Medical Technologies, a China-based medical technology company addressing the oncology market.
  • Represented the underwriters in the US initial public offering and two follow-on, MJDS-registered public offerings of common stock aggregating $115 million of Neurochem, a Canada-based biotechnology company developing therapeutics for protein-mediated disorders, and represented a global investment bank, as the initial purchaser, in Neurochem's subsequent Rule 144A offering of convertible notes.
  • Represented the underwriters in the $107 million initial public offering of Northstar Neuroscience, a medical technology company developing stroke therapies.
  • Represented the underwriters in the $85 million initial public offering of Cumberland Pharmaceuticals, a specialty pharmaceutical company focused on the hospital acute care and gastroenterology markets.

Pro Bono

  • Mr. Murray provides ongoing legal services and advice to a variety of non-profit organizations committed to improving health and economic wellbeing of the underprivileged in both developed and developing countries.

Memberships and Affiliations

  • American Bar Association
  • New York State Bar Association
  • Member of the Board of Directors of The Literacy Assistance Center, a not-for-profit organization that provides literacy education support to adults, out-of-school youths and families, brightening their employment and social prospects.  Mr. Murray provided pro bono services to this organization for six years prior to joining the board.
  • Chambers Global, Capital Markets (2016) 
  • Chambers USA, Capital Markets: Debt & Equity (2014-2016)
  • Legal 500 US, Finance - Capital Markets (2014-2016)