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Private and public capital markets transactions can play a vital role in funding a company's growth strategy and provide a significant competitive advantage. Accessing the capital markets demands sophisticated legal advisors who are attuned to regulatory and financial markets trends–and who can efficiently negotiate and close the deal.
Our Capital Markets & Securities group works primarily with issuers and underwriters on the full spectrum of offerings, including:
Our partners and other senior practitioners are extensively involved in deals from beginning to end, offering a level of engagement that many other firms do not provide.
The group works closely with clients across a broad range of industries and across various stages in their life cycles as emerging growth and public companies. Major investment banks that underwrite offerings appreciate working with our lawyers, who collectively have closed hundreds of deals and are quickly able to identify and address disruptive factors to smooth the path forward. Issuers, especially those launching their IPOs, appreciate how our team provides both legal insight and business-savvy guidance through this complex process. The group's ongoing dialogues with the SEC, Nasdaq, and NYSE American help facilitate solutions if problems arise.
Many of our capital markets lawyers contribute to clients' strategic success through the firm's Transactions & Advisory Group. This collaborative unit offers clients an integrated legal solution for executing transactions and managing the related corporate governance and compliance issues.
Represented Celldex Therapeutics, Inc. (NASDAQ: CLDX) in connection with its $287.5 million public offering of common stock.
Represented H.C. Wainwright & Co. as exclusive placement agent in a $50 million registered direct offering of common stock and warrants of Surgalign Holdings, Inc. (NASDAQ: SRGA), a global medical technology company focused on elevating the standard of care through the evolution of digital surgery.
Represented Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN), a biopharmaceutical company developing innovative targeted biologic drugs, in connection with a $30 million underwritten public offering of common stock and warrants.
Represented M28 Capital, Maverick Capital and Population Health as lead investors in a $100 million preferred stock financing for Fractyl Health, Inc.
Represented Reviva Pharmaceuticals Holdings, Inc., (NASDAQ: RVPH), a clinical-stage pharmaceutical company developing therapies that seek to address unmet medical needs in the areas of central nervous system (CNS), cardiovascular, metabolic, and inflammatory diseases, in a $34.5 million underwritten offering of common stock and warrants.
Represented AzurRx BioPharma Inc. (NASDAQ: AZRX), a biopharmaceutical company specialized in the research and development of non-systemic biologics for gastrointestinal disorders, in their $50 million at-the-market offering of common stock. H.C. Wainwright & Co., LLC served as sales agent.
Represented Zomedica Corp. (NYSE: ZOM), veterinary health company, in a $200 million underwritten offering of common shares.
Represented Aeterna Zentaris Inc. (NASDAQ: AEZS), a specialty biopharmaceutical company commercializing and developing therapeutics and diagnostic tests, in connection with a $29.7 underwritten offering of common stock.
Represented H.C. Wainwright & Co., as exclusive placement agent, in connection with a $61 million registered direct offering of common stock of Caladrius Biosciences, Inc. (NASDAQ: CLBS), a clinical-stage biopharmaceutical company dedicated to the development of cellular therapies designed to reverse disease.
Represented Oppenheimer & Co. Inc., as sole book-running manager, and Roth Capital Partners, LLC, as co-manager, in connection with the $67.8 million underwritten public offering of common stock of Moleculin Biotech, Inc. (NASDAQ: MBRX), a clinical stage pharmaceutical company with a broad portfolio of drug candidates targeting highly resistant tumors and viruses.
Represented an investor in connection with an aggregate $1.2 billion private placement of common stock by Social Capital Hedosophia Holdings Corp. V (IPOE), a special purpose acquisition company (SPAC), which financed a portion of the acquisition by the SPAC of Social Financial Inc., a leading financial services platform.
Represented BTIG, LLC, as sole book-running manager, in connection with a $42 million underwritten public offering of common stock of OncoSec Medical Incorporated (NASDAQ:ONCS), a late-stage biotechnology company.
Represented an investor in connection with an aggregate $400 million private placement of common stock by Social Capital Hedosophia Holdings Corp. III, a special purpose acquisition company (SPAC), which financed a portion of the acquisition by the SPAC of Clover Health Investments, Corp., an innovative technology company improving health outcomes for America’s seniors.
Represented an investor in connection with an aggregate $600 million private placement of common stock by Social Capital Hedosophia Holdings Corp. II, a special purpose acquisition company (SPAC), which financed a portion of the acquisition by the SPAC of Opendoor Labs Inc., a leading digital platform for residential real estate.
Represented Corbus Pharmaceuticals Holdings, Inc. (NASDAQ: CRBP), a clinical-stage pharmaceutical company focused on the development and commercialization of novel therapeutics to treat rare, chronic, and serious inflammatory and fibrotic diseases, in connection with an at-the-market offering of shares of common stock for up to $150 million.
Represented Matinas BioPharma Holdings, Inc. (NYSE:MTNB), a clinical stage biopharmaceutical company focused on development of its lead product candidate, MAT9001, for the treatment of cardiovascular and metabolic conditions, in connection with an at-the-market offering with an aggregate offering price of up to $50 million.
Represented Celldex Therapeutics, Inc. (NASDAQ: CLDX), a biopharmaceutical company focused on the development and commercialization of immunotherapies and other targeted biologics, in connection with a $130.4 million public offering of common stock.
Represented Provention Bio, Inc. (Nasdaq: PRVB), a biopharmaceutical company dedicated to intercepting and preventing immune-mediated diseases, in connection with a $110 million underwritten public offering of common stock.
Served as local counsel to National Fuel Gas Company, a diversified energy company engaged principally in the production, gathering, transportation, distribution, and marketing of natural gas, in connection with a $500 million public offering and sale of Notes due 2026.
Represented Timber Pharmaceuticals LLC, a privately held biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases, in connection with a $25 million private placement of common stock and warrants.
Represented an investor in connection with the private exchange of approximately $277 million aggregate principal amount of outstanding indebtedness for approximately $297 million aggregate principal amount of newly issued unsecured Senior Notes of R.R. Donnelley & Sons Company (NYSE: RRD), a global provider of multichannel business communications services and marketing solutions.
Represented Matinas BioPharma Holdings, Inc. (NYSE:MTNB) in connection with a clinical stage biopharmaceutical company focused on development of its lead product candidate, MAT9001, for the treatment of cardiovascular and metabolic conditions, in connection with an approximately $50 million public offering of common stock.
James O’Grady comments in Law360 Pulse on 2022’s relatively slow IPO market, in comparison to last year. “2021 was … a gangbuster year that was unusually hot,” O’Grady says. “People were just really running around like maniacs trying to keep up with all the deal flow." Now O’Grady anticipates that, as “investors look to redeploy the SPAC capital they raised over the past few years, he will continue to assist clients with legal work in the space, including helping them find other channels to go public.”
Kate Basmagian, partner in Lowenstein’s Capital Markets & Securities group, is featured in Law.com’s column “How I Made Partner,” where she describes her experiences working at PepsiCo Inc. and The Estée Lauder Companies Inc. before joining the firm. Basmagian believes that her “in-house experience taught me … the importance of presenting not just the legal issues, but also real, practical solutions that our clients can employ to overcome those issues. Some lawyers focus a lot on presenting a theoretical ‘best practice’ solution, but often times we need to tailor those practices to meet the specific needs and capabilities of our clients.” Basmagian advises young lawyers to learn “how to balance the demands of our job with our personal lives so that we can build sustainable careers.”
In Hedge Fund Alert’s “Regulatory Roundup,” Jared Kelly discusses the SEC’s proposed new rules for special purpose acquisition companies (SPACs) that impose similar disclosure and liability requirements as those needed for traditional initial public offerings. Kelly says: “Among the most important proposed changes is an extension of underwriter liability to de-SPAC mergers…. If an underwriter plays a role in a SPAC IPO and the subsequent business combination, it also could be exposed to liability in the de-SPAC transaction.” He further notes that “fairness analyses are becoming commonplace” in light of the SEC’s additional proposal requiring disclosure of whether a merger is fair to unaffiliated investors.
Kelly warns that the proposed SEC rule changes will cause deals to “become more expensive and time consuming because of the increased level of diligence all the advisors and counsel will undertake to ensure proper vetting of the target companies in de-SPAC mergers… Many bulge-bracket and institutional-investor participants will inevitably leave the market.” (available to subscribers only).
Jared Kelly talks to CNN about whether the SPAC trend is fading in light of 2022’s volatile stock market.
Jared Kelly tells S&P Global Market Intelligence that while SPACs used to be considered a non-traditional way for companies to go public, that all changed in 2020 with lower interest rates and higher equity valuations. ”Large banks and institutional investors entering the SPAC market gave it added legitimacy,” adds Kelly.
In Legal Dive, Jared Kelly discusses possible changes by the Securities and Exchange Commission (SEC) that could increase liability in the SPAC space, such as a proposed requirement that the operating company as well as the SPAC file a S-4 form; and the potential elimination of the safe harbor for forward-looking statements, a characteristic that had previously made SPACs especially attractive. Kelly warns that if this removal is adopted, liability for forward looking projections could increase during pre-merger proxy votes and after the merger.
If the SEC removes the safe harbor for SPACs, Kelly recommends excluding projections completely, or strictly limiting them to the next fiscal year only. He says: “If you were doing a SPAC right now, in May, you have almost half a year in the books, and you probably have some sort of pipeline or idea of what might happen next year. But past that, it’s close to impossible to predict, and those are the projections that would become risky. And so, for your sub-year and maybe the following fiscal year you might be able to include projections and include all of the reasonable assumptions and include the known risks that might make those reasonable assumptions no longer true.”
Kelly also suggests considering alternatives, such as staying private longer, or pursuing the traditional IPO.
In Crunchbase News, Jared Kelly discusses the slowdown in SPACs and the impact of potential rule changes for these “blank check” vehicles proposed by the Securities and Exchange Commission (SEC), including the possible removal of safe harbor protection for forward-looking statements. “Including projections and forecasts is something that makes SPACs appealing compared to traditional IPOs,” says, Kelly.” The SEC just wants [SPACs’] disclosure[s] to be vetted by disinterested parties, similar to a traditional IPO.”
Kelly thinks that the proposed rules are “generally fair, [although] some, notably the underwriter liability, go a little too far, but I expect some scaling back in the final rules.” He anticipates the Commission will finalize the rules by the fourth quarter, when many SPACs will be nearing their redemption dates: “They want to get this done before a big wave of deSPAC activity hits.”
Jared Kelly's arrival to Lowenstein Sandler as partner in the Capital Markets & Securities practice is noted in Bloomberg Law and the New York Law Journal. View Lowenstein's news announcement about Kelly's arrival to the firm.
Bloomberg Law includes comments by Valeska Pederson Hintz on Bill Ackman’s new “SPARC” vehicle, or special purpose acquisition rights company. Pederson Hintz says, “SPARCs might only attract a small pool of dealmakers due to financing risks." She adds, "If you’re not a super famous person like Bill Ackman, I don’t see how you convince target companies they should announce a deal with you and spend all the time negotiating it in the hopes you’re going to be able to rally all these rights holders.”
Compliance Week and Bloomberg Law include comments by Valeska Pederson Hintz about the Securities and Exchange Commission’s decision to approve rule changes proposed by Nasdaq that require Nasdaq-listed companies to disclose information about their board’s diversity. Pederson Hintz tells Compliance Week: “All U.S. public companies, Nasdaq-listed or otherwise, should be paying attention to what investors do with the data disclosed as a result of Nasdaq’s board diversity rules. If they don’t want to fall behind the curve, they should act to address diversity concerns before that data is used against them.” In Bloomberg, she adds that the new rules will give investors “access to an arsenal of information on board diversity that they can use to analyze the issuer, compare it to peers, and apply pressure.”
Valeska Pederson Hintz, partner in Lowenstein’s Tech Group, Corporate Governance & Compliance, and Capital Markets & Securities practices, speaks to The Information about how an increasing number of tech founders are maintaining control of their companies through supervoting rights. Pederson Hintz says: “It really has just become the norm to do this high-vote stock,” adding that it is an important consideration for firms going public via SPAC, as well as IPO.
Jack D. Hogoboom talks to The Deal about the record-breaking number of PIPE deals closed in Q1 2021, noting “the weird ‘Robinhood effect’ where betting on stocks seems to have taken the place of betting on sporting events.” Hogoboom also discusses the influence of SPACs, where “sponsors have been able to dictate terms that would never fly in the regular market."
Lowenstein's representation of Avid Ventures in the launch of its $68 million-plus debut venture capital fund founded by Addie Lerner, decade-long investor at General Catalyst, General Atlantic, and Goldman Sachs, is noted in the Global Legal Chronicle. The Lowenstein deal team included Ed Zimmerman, Marie T. DeFalco, Max Karpel, Robert J. Menendez, Joseph F. Hendricks, and Bettina C. Elstroth. View Lowenstein's news announcement about this transaction.
In The American Lawyer, Chair and Managing Partner Gary M. Wingens discusses how the firm performed “shockingly well given what was going on in the world” in 2020. Wingens credits the firm’s investment funds, tech, life sciences, bankruptcy, and capital markets practices, in addition to engagements in venture capital and private equity. “People need lawyers as things change,” he says. Wingens is optimistic about 2021: “I do feel that we are at the beginning of a whole new economic cycle,” he says. “I think there’s going to be an enormous amount of investment activity.”
Ed Zimmerman, Chair and co-founder of The Tech Group and Adjunct Professor of Venture Capital at Columbia Business School, teamed up with Marie T. DeFalco (Vice Chair of Lowenstein’s Investment Management Group) to represent Avid Ventures in its $68 million-plus debut. Zimmerman tells Business Wire that managing partner Addie Lerner is “a brilliant, hard-charging, and charismatic force within the venture community. She will win deals by force of intellect, personality, and the reputation for excellence and integrity that she has already developed here in the States, in the UK, and in Israel. Having been opposite Addie in my role as counsel to startups, I’ve been impressed to see, more than once, founders rapidly transition from meeting Addie to making room for her in oversubscribed venture rounds.”
In Pitchbook, Zimmerman says: "LPs back the person in a solo GP fund. … I'm excited to see how people react … [to Avid], and whether others say this strategy is different and I'd like to copy it, or at least pivot into it a little bit more.”
Zimmerman tells TechCrunch that Lerner has a reputation for being “extraordinarily thoughtful about deals” and that one entrepreneur called her “one of the smartest people she has met in a decade-plus in venture.” He adds: “I’ve seen it myself in deals and then I’ve seen founders turn down very well branded funds to work with Addie. … Addie will find and win and be invited into great deals because she makes an indelible impression on the people who’ve worked with her and the data is remarkably consistent.”
On GGV Capital’s Unscripted, Ed Zimmerman, Chair and co-founder of The Tech Group and Adjunct Professor of Venture Capital at Columbia Business School, talks to GGV’s Jeff Richards about the importance of QSBS for founders, diversity on your startup’s board, the leverage shift in term sheet negotiations, and the impact of SPACs v. IPOs for VC-backed growth companies.
Ed Zimmerman comments to Nasdaq in an article on the booming stock market and VC-backed growth companies going public via IPO and SPAC. Ed, who chairs The Tech Group at Lowenstein Sandler and, for the last 16 years, has been an Adjunct Professor of Venture Capital at Columbia Business School notes: “One of the things we’re seeing is a lot of performance – companies are actually performing. … They weren’t necessarily performing in the 90’s and during the dot com crisis.”
On the popularity of SPACs as a means of going public, Zimmerman tells Nasdaq, “When you have people who have made lots of money who are doing [SPACs], that enhances the credibility. They’re not in a cordoned off section of the market.” Zimmerman also remarks that more mature companies are turning to SPACs rather than IPOs: “These are companies that could IPO and are choosing a different path – that’s a meaningful difference as compared to SPACs we saw five to six years ago.”
Lowenstein's news announcement, Anticipated Spike in Deal Activity in 2021 Makes Customized R&W Insurance Critical, Finds Lowenstein Sandler, is noted in Business Wire, About You, Asia Insurance Review, Benzinga, Financial Content, Insurance Daily News, Mainframe Consulting, MarketWatch, Morningstar, Seeking Alpha, StreetInsider.com, Yahoo! Finance, Pharma Trend, and Craft.
Lowenstein's representation of longtime client InSite Wireless Group, LLC in its definitive agreement to be acquired by American Tower Corporation (NYSE: AMT) is noted in StreetInsider.com, The Deal, Reuters (November 5, 2020: 1; November 5, 2020: 2), Westlaw Today, Law360 (November 5, 2020; November 6, 2020), citybizlist, Netscape, the Global Legal Chronicle, ICLG, and Business Wire. Lowenstein has represented InSite on a number of transactions, most recently in its acquisition of Repeater Communications Group, LLC. The Lowenstein deal team included Michael A. Brosse, Eugene R. Cheval, Traci M. Tomaselli, Eric Swartz, Sabrina Cua, Timothy J. Nichols, Michael Walutes, Megan Monson, Darren Goodman, Jeffrey Blumenfeld, Lowell A. Citron, Marc S. Kurzweil, Andrew E. Graw, Nicholas G. Mehler, Jeffrey M. Shapiro, Julie Levinson Werner, Norman Spindel, Jack Sidorov, and Matthew P. Hintz. View Lowenstein's news announcement about this transaction.
John D. “Jack” Hogoboom speaks with The Deal about the increase in PIPEs activity in the recent quarter, in general and in association with SPAC acquisitions. “In the SPAC space, the PIPE terms are incredibly issuer-favorable, reflecting the general investor frenzy over SPACs,” he says. “What we would consider ‘normal’ terms for a PIPE, such as liquidated damages for late registration statement filing or effectiveness, are unheard of in the SPAC space.” Hogoboom adds, “Unfavorable economic terms and long lock-ups appear to be the order of the day in that market. In many cases, investors are being asked to commit to provide financing for a future acquisition that isn’t even on the horizon.”
In Bankrate, Ed Zimmerman and Meredith Beuchaw of Lowenstein Sandler’s Tech Group discuss 2020’s booming tech IPO market and SPAC trend. Contrasting the current IPO market with the over-hyped bubble, Adjunct Professor of Venture Capital at Columbia Business School and Lowenstein Sandler’s Tech Group Chair Zimmerman says: “The companies that we’re seeing going public in the tech world today are performing,” adding that SPACs may be more risky. “SPACs – what happens if they clock out before they can roll out a company? They may close deals, but they may catch falling knives to complete their mandate.”
Both lawyers anticipate an impact from the upcoming election. Zimmerman advises growth equity investors, VCs and management teams that are poised to IPO “to think carefully about the timeframe for their investments and how they might deal with fallout from November.” Beuchaw observes: “Companies are prepping for potential disruptions, even if they don’t come to pass….If capital dries up, that could lead companies to take an alternative path to get into the public markets…– IPOs, SPACs.” She says, “They’re dual-tracking an entry into public markets, perhaps through a merger or acquisition.”
Lowenstein's representation of Spring Bank Pharmaceuticals, Inc. (Nasdaq: SBPH) in entering into a definitive share exchange agreement with F-star Therapeutics Limited to acquire all of the outstanding share capital of F-star in exchange for newly issued shares of Spring Bank in an all-stock transaction is highlighted in the Global Legal Chronicle. The Lowenstein deal team included John D. “Jack” Hogoboom, Daniel C. Porco, and Madeline Roe (Corporate); Brian A. Silikovitz and Kristin V. Taylor (Tax); Robert J. Paradiso (Patent Counseling & Prosecution); and Andrew E. Graw and Christine Osvald-Mruz (Executive Benefits & Executive Compensation). View Lowenstein's news announcement about this transaction.
Lowenstein’s representation of Spring Bank Pharmaceuticals, Inc. in its definitive share exchange agreement with F-star to combine as F-star Therapeutics, Inc. is reported in Canada Stock Watch. The Lowenstein deal team included John D. “Jack” Hogoboom, Daniel C. Porco, and Madeline Roe (Corporate); Brian A. Silikovitz and Kristin V. Taylor (Tax); Robert J. Paradiso (Patent Counseling & Prosecution); and Andrew E. Graw and Christine Osvald-Mruz (Executive Benefits & Executive Compensation). View Lowenstein's news announcement about this transaction.
Lowenstein's representation of Delcath Systems, Inc. in an underwritten public offering of shares and warrants is noted in the Global Legal Chronicle. The Lowenstein deal team included John D. "Jack" Hogoboom, Robert J. Paradiso, Brian A. Silikovitz, James C. Shehan, Sarah P. Cole, Michael T. Melchiorre, Erica Perlmutter, and Kristin V. Taylor. View Lowenstein's news announcement about this transaction.
PE Hub, Opalesque, Markets Media, MarketScreener.com, TMCNet.com, and the Global Legal Chronicle note Lowenstein Sandler’s representation of ACA Compliance Group, a leading global provider of governance, risk, and compliance advisory services and technology solutions, in the sale of its NorthPoint product suite and technology consulting practice to Credit Suisse Asset Management's NEXT Investors, a leading fintech growth equity group. The Lowenstein deal team included Michael A. Brosse, Eric Swartz, Michael T. Melchiorre, Michael Walutes, Nicholas G. Mehler, Megan Monson, and Taryn E. Cannataro. (subscription required to view certain content) View Lowenstein's news announcement about this transaction.
Lowenstein’s representation of Timber Pharmaceuticals in its definitive merger agreement with BioPharmX Corporation was noted in citybizlist, ROI-NJ, BioWorld, and Cision PR Newswire. The Lowenstein deal team included Steven M. Skolnick, Alan Wovsaniker, Alexander Dinur, and Tracy F. Buffer. View Lowenstein's news announcement about this transaction.
Lowenstein’s role representing Arotech Corporation (ARTX) in its agreement to be acquired for approximately $80.8 million is mentioned in The Deal, Law360 (September 23, 2019; September 27, 2019), the Global Legal Chronicle, GlobeNewswire, Crain's Detroit Business, Yahoo Finance, and Nasdaq. The Lowenstein deal team included Steven M. Skolnick, Alan Wovsaniker, Kate Basmagian, Elisia M. Klinka, and Mitchell McDonald. (subscription required to access certain content) View Lowenstein's news announcement about this transaction.
Herschel S. Weinstein provided legal counsel to Hildred Capital Management, LLC as co-counsel in its recapitalization of DermCare Management, LLC with Gemini Investors; the transaction was mentioned in the Valdosta Daily Times, Business Wire, ABL Advisor, and the Global Legal Chronicle.
Lowenstein’s role in the merger agreement between firm client Sonnet BioTherapeutics and Chanticleer Holdings is mentioned in Proactive Investors USA & Canada, ROI-NJ, citybizlist, GlobeNewswire, and the Global Legal Chronicle. The Lowenstein deal team included Steven M. Skolnick, Sarah P. Cole, and Tracy F. Buffer.
Steven S. Rogers' arrival at Lowenstein as a partner in the Transactions & Advisory Group is noted in Bloomberg Law – Big Law Business.
Steven M. Skolnick, Chair of the firm’s Capital Markets & Securities Practice and Vice Chair of the Transactions & Advisory Group, comments in Business Insider and Sky Statement on the valuation of WeWork in the wake of postponing its IPO. (subscription required to access Business Insider article)
James O’Grady comments for Forbes on the initial public offering (IPO) by Medallia, which saw its stock price rise 76 percent on its first day of trading. Observing that, on the first day of an IPO, it can be difficult to assess whether the IPO pricing was appropriate, O’Grady says, “A stock trading up early on will typically trigger underwriters exercising their ‘greenshoe,’ or overallotment option, to buy up more shares–additional proceeds that do go to the issuing company, though at the lower (and more dilutive price).”
Lowenstein Sandler’s role as legal counsel to Aceto Corporation in its Chapter 11 bankruptcy filing and in the proposed $338 million sale of its chemical business assets to New Mountain Capital is highlighted in Bankrupt Company News, MarketWatch, GlobeNewswire, Markets Insider, StreetInsider.com, EIN Presswire, MarketScreener.com, and the Global Legal Chronicle (May 20, 2019; June 22, 2019). The firm’s role as legal counsel in Aceto’s sale of subsidiary Rising Pharmaceuticals, Inc. is noted in The Associated Press, MarketScreener.com, and the Global Legal Chronicle. (Lowenstein team: Kenneth A. Rosen, Steven E. Siesser, Paul Kizel, Michael S. Etkin, Jeffrey Cohen, Wojciech F. Jung, Philip J. Gross, Michael Savetsky, and Michael Papandrea.) (subscription required to view certain content) View Lowenstein’s news announcements about this representation: March 18, 2019; May 13, 2019.
Lowenstein’s 2019 promotion of seven lawyers to partner and six to counsel (including three women in each category) is noted in Bloomberg Law – Big Law Business. These promotions are also highlighted in LawFuel, The Deal, and the Commerce and Industry Association of New Jersey’s (CIANJ) Business Beat newsletter, with Lesley P. Adamo, Dmitry Andreev, Marc S. Kurzweil, James B. O’Grady, Eileen Overbaugh, Peter Slocum, and Julie Levinson Werner highlighted as newly elected partners and Brandon Fierro, Joseph G. Jones, Robert Lynn, Brianne Perlman, Nedda N. Salehi, and Leah Satlin listed as promoted to counsel. Gary M. Wingens is quoted regarding the critical role these lawyers will play in the firm’s continued success. Law360 notes our partner elevations in an article highlighting firms' Q1 promotions. (subscription required to access certain content) View Lowenstein’s news announcement about these promotions.
Steven M. Skolnick is quoted in Law360 discussing the IPO backlog facing the U.S. Securities and Exchange Commission (SEC) following the 35-day government shutdown. Skolnick notes that he is in the process of advising his clients to take advantage of the brief market window within the next few weeks. He notes that some companies will be motivated to close deals by February 14 to avoid the laborious process of updating disclosures of the prior year’s financial statements. (subscription required to access article)
The PE Hub Network, The Deal, and Law360 (December 12, 2018; January 24, 2019) note Lowenstein Sandler as lead counsel to Cerberus Capital Management, L.P. in its acquisition of Sparton Corporation (NYSE: SPA). (Lowenstein deal team: Marita A. Makinen, Robert G. Minion, Jeffrey Blumenfeld, Mary J. Hildebrand, Nicholas G. Mehler, Christine Osvald-Mruz, Matt Savare, Jeffrey M. Shapiro, James C. Shehan, Michael Walutes, Jack Sidorov, Norman W. Spindel, Stuart S. Yusem, Manali Joglekar, Sabrina Cua, Allison Gabala, Megan Monson, Alex H. Rosenthal, Bryan Sterba, Matthew Tippy, Lauren E. Killeen, and Lauren M. Troeller.) (subscription required to view certain content) View Lowenstein’s news announcement about this transaction.
Valeska Pederson Hintz is quoted in Forbes in which she discusses Slack, a work-messaging tech unicorn, and the company’s plan to forego a traditional initial public offering (IPO) in favor of a direct listing this year. The article describes this as an unconventional move that could encourage other tech unicorn companies to consider a direct listing in lieu of an IPO, though this isn’t likely to become a mainstream trend. Pederson Hintz suggests that large tech unicorns are uniquely positioned to take advantage of a direct listing for their market debut because they are often well-capitalized and have brand recognition (Wealth Daily also quotes Pederson Hintz on this point). She states that direct listings are faster and cheaper than traditional IPOs. (subscription required to access article)
StreetInsider.com, The Deal, citybizlist, The PE Hub Network (October 15, 2018; December 18, 2018), MarketWatch, Law360, Global Legal Chronicle, and Business Wire note Lowenstein Sandler as counsel to Cambium Learning Group, Inc. in its $900 million definitive merger agreement with Veritas Capital. (Lowenstein deal team: Steven E. Siesser, Elisia M. Klinka, Brooke A. Gillar, Michael J. Mueller, Lauren M. Troeller, Bianka V. Barraza, Lowell A. Citron, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Steven M. Skolnick, Kate Basmagian, Scott Siegel, Lesley P. Adamo, Sophia Mokotoff, Darren Goodman, Megan Monson, Katie R. Glynn, David W. Field, Michael A. Kaplan, Eric Jesse, Nicholas G. Mehler, Steven M. Hecht, Sean Collier, Edward J. Hunter, Zarema A. Jaramillo, Andrew David Behlmann, and Gina M. Seong.) (subscription required to access certain content) View Lowenstein’s news announcement about this transaction.
MarketWatch, GlobeNewswire, TenLinks, StreetInsider.com, Yahoo! Finance, Digital Engineering, Global Legal Chronicle, and Crain's Detroit Business note Lowenstein Sandler as counsel to Altair Engineering Inc. (Nasdaq: ALTR) in its $176 million acquisition of Datawatch Corporation (Nasdaq: DWCH). (Lowenstein deal team: Peter H. Ehrenberg, Michael J. Mueller, Elizabeth A. Mandle, Justin Gindi, Colin J. Kirby, Valeska Pederson Hintz, Kate Basmagian, Lauren E. Killeen, Darren Goodman, Megan Monson, Brian A. Silikovitz, Sophia Mokotoff, Mark P. Kesslen, Manali Joglekar, Leah Satlin, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Lynda A. Bennett, Eric Jesse, Lowell A. Citron, Lauren M. Troeller, and Erica Perlmutter.) View Lowenstein’s news announcement about this transaction.
Business Wire, MarketWatch, Pharmaceutical Business Review, Cosmetics Technology, ABF Journal, Cision PR Newswire, and the Tullahoma News note Lowenstein Sandler as counsel to Crown Laboratories, Inc. (Crown Laboratories) and Hildred Capital Partners, LLC in Crown Laboratories’ acquisition of the North American distribution rights of five OTC consumer brands from GlaxoSmithKline plc (NYSE: GSK). (Lowenstein deal team: Herschel S. Weinstein, Sam E. Khan, Mitchell McDonald, Sunita Patel, James C. Shehan, Matthew P. Hintz, Sofia Kopelevich, Michael A. Buxbaum, Nicholas Gonski, Matthew Tippy, Jeffrey M. Shapiro, and Jack Sidorov. View Lowenstein’s news announcement about this transaction.
In an article noting that Massachusetts-based companies accounted for nearly half of all 2017 biotech industry investments, BioPharma-Reporter reprints a quote from Steven M. Skolnick, who stated in the publication’s August 20, 2018, article that a strong market and economy have been drivers behind investments and M&A activity, leading to a large number of successful biotech IPOs.
Steven M. Skolnick is extensively quoted in BioPharma-Reporter regarding potentially record-breaking numbers in biotech initial public offerings in 2018. Skolnick notes the strong market and economy are drivers behind investments and M&A activity, leading to a large number of successful biotech IPOs. While the first half of 2018 started off strong, Skolnick cautions that the political climate and normal market indicators may cause volatility in the latter half of the year.
4-traders.com and StreetInsider.com note Lowenstein Sandler as legal co-counsel with Gracin & Marlow, LLP to Aravive Biologics, Inc. in connection with its merger with a wholly owned subsidiary of Versartis, Inc. in an all-stock transaction. (Lowenstein deal team: Alan Wovsaniker and Andrew E. Graw.)
American Banker quotes Laura R. Kuntz regarding how the Federal Reserve Board’s relatively modest proposed changes to capital requirements for banks may prompt larger financial institutions to express frustration that regulatory rollbacks have not been more aggressive. (subscription required to access article)
Steven M. Skolnick and Michael Lerner are highlighted in Law360 regarding their representation of Motus GI Holdings, Inc. and its successful IPO.
John D. Hogoboom comments on early 2015 market dynamics in The Deal Pipeline.
John D. Hogoboom comments on the recent surge in life science offerings in The DealFlow Report.
John D. Hogoboom comments on the 2015 capital markets outlook for small-cap companies in The DealFlow Report.
John D. Hogoboom comments on the PIPE market in The Daily Deal.
John D. Hogoboom discusses the rationale for anti-shorting covenants in PIPE investments in The Deal Pipeline.
John D. Hogoboom comments in The Deal Pipeline on the current environment for life sciences IPOs.
John D. Hogoboom comments in The Deal Pipeline on novel investor litigation claiming warrant adjustment.
John D. Hogoboom is quoted in The Deal Pipeline in connection with dispute between Hudson Bay Capital Management LP and Worlds Inc. over the patent monetization company's refusal to lower the price of warrants issued last year in a private placement of convertible debt.
John D. Hogoboom comments on the current state of the market for life science IPOs in The Deal Pipeline's DealFlow Report.
In The Deal Pipeline, John D. Hogoboom comments on market dynamics affecting offerings by life science companies.
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