CAPITAL MARKETS

Since 1961, when the firm began advising growing companies on corporate matters, WSGR has built a large, experienced team of attorneys that advises issuers, underwriters, and selling shareholders on capital markets transactions. The firm's capital markets practice has advised clients in connection with hundreds of equity, equity-linked, and debt transactions, including SEC-registered and Rule 144A offerings.

WSGR is among the most active law firms in the United States in representing both issuers and underwriters in connection with their initial public offerings and other equity and debt offerings. In fact, our firm consistently ranks among the leading legal advisors to issuers and underwriters based on the number of IPOs and public offerings completed. As a result, our capital markets team is highly sought after by companies seeking to complete public equity and debt transactions.

The firm's reputation for capital markets excellence is consistently upheld by well-respected industry sources. For example, Chambers USA recently ranked WSGR among the top firms in both the U.S. and California for IPOs, commenting that the firm's capital markets practice "excels at advising issuers, underwriters, and sellers in a range of equity and debt transactions, with an impressive presence in the technology sector."

WSGR's equity and debt capital markets service offerings cover a broad range of capital markets transactions, including the below:

  • Initial public offerings
  • Secondary and follow-on offerings
  • Rule 144A offerings
  • Convertible debt
  • High-yield debt
  • Investment-grade bonds
  • Shelf registrations, including senior and global notes and at-the-market offerings
  • Private placements, including private investment in public equity (PIPE) and standby equity distribution agreement (SEDA) transactions
  • Mezzanine financings, including debt or preferred stock

Initial Public Offerings

With IPO experience spanning nearly 45 years, our attorneys have participated in the initial public offerings of many of the most innovative, game-changing companies of our time, including Apple, Sun Microsystems, Netscape, Pixar, Netflix, Google, Dolby Laboratories, Tesla Motors, Twitter, and LinkedIn. Having completed more than 300 IPOs since 1998—more than any other law firm in the nation—our attorneys bring to the table a wealth of experience navigating the IPO process, working with SEC staffers, and supporting the needs of our clients every step of the way. We have substantial expertise advising companies both in the U.S. and internationally on their U.S. IPOs, as well as continuing to represent them in their SEC reporting and U.S. market transactions.

Third-party recognition of the firm's IPO practice includes:

  • According to CapitalIQ, WSGR is the leading legal advisor to issuers of IPOs for technology companies, based on the completion of IPOs for U.S. technology companies trading on major U.S. stock exchanges valued at $50 million or higher, between 1/1/2010 and 12/31/2015.
  • According to CapitalIQ, WSGR is among the leading legal advisors to underwriters of IPOs for technology companies, based on the completion of IPOs for U.S. technology companies trading on major U.S. stock exchanges valued at $50 million or higher, between 1/1/2010 and 12/31/2015.
  • Ranked first among leading legal advisors to issuers of IPOs and fourth among leading advisors to underwriters of IPOs since 1998 by IPO Vital Signs
  • Consistently ranked as a leading advisor for issuer-side and underwriter-side U.S. IPOs by Bloomberg and Thomson Reuters
  • Frequently mentioned for IPO deals in major media outlets, including The New York Times, The Wall Street Journal, Bloomberg Businessweek, and The American Lawyer

Debt Finance

Our debt finance practice serves the legal needs of client companies and the investment banks, equipment lessors, commercial banks, and other lending institutions that provide important sources of capital to companies as they grow. Our experience includes syndicated and single-bank credit lines, acquisition financings, public-note issuances, structured finance, off-balance-sheet financings, capital leases, and a number of other debt and quasi-debt vehicles. We are a leader in representing business enterprises and investment banks in transactions involving investment-grade and high-yield notes, convertible notes, convertible exchangeable-preferred stock, and trust-preferred securities.

Global Capital Markets

In addition to our U.S. capital markets practice, WSGR has advised on some of the largest and most innovative global equity offerings by non-U.S. issuers. Most recently, WSGR acted as U.S. and Hong Kong issuer's counsel to China Leon Inspection, the largest coal testing and inspection services provider in China, completed its IPO on the Main Board of the Stock Exchange of Hong Kong. In 2014, WSGR acted as U.S. and Hong Kong issuer's counsel to China Shengmu, in connection with its pre-IPO investment and IPO; acted as U.S. and Hong Kong issuer's counsel to Dongpeng Holdings in its IPO; and acted as U.S. counsel to ArtGo in connection with the Carlyle Group's pre-IPO investment and the IPO. WSGR also acted as U.S. and Hong Kong issuer's counsel to Honworld Group, a branded cooking wine products manufacturer, in its IPO and listing on the Main Board of the Stock Exchange of Hong Kong.

WSGR has also assisted China-based clients in a series of public offerings. Most recently, WSGR represented China Biologic Products, Inc., a leading plasma-based biopharmaceutical company in China, in its follow-on public offering with an aggregate offer size of more than $308 million. In 2015, WSGR was issuer's counsel to China Bluestar, the largest specialty chemicals and materials manufacturer in China, in its $1 billion notes offering, and—in the same month that year—represented China Biologic Products in a $360 million, follow-on public offering. In late 2014, WSGR acted as underwriter's counsel in the follow-on public offering of American Depositary Shares (ADSs) by Autohome, the leading online destination for automobile consumers in China.

Who We Represent

WSGR represents issuers, underwriters, and selling shareholders in capital markets transactions. A substantial percentage of the firm's clients are growing technology companies and the institutions that fund them. Examples of the clients we represent in this area are included in the below list of representative matters.

Representative IPOs

A partial list of initial public offerings on which the firm has advised includes:

  • A10 Networks
  • Agilent Technologies
  • Apigee
  • Arista Networks
  • Aruba Networks
  • Autohome
  • Avinger
  • Box
  • Cornerstone OnDemand
  • Dolby
  • Fortinet
  • Go Daddy
  • Google
  • HomeAway
  • Invuity
  • Juniper Networks
  • Juno Therapeutics
  • LinkedIn
  • MINDBODY
  • NantHealth
  • NantKwest
  • Netflix
  • Netscape
  • On Deck Capital
  • Otonomy
  • Pacific Biosciences
  • Palo Alto Networks
  • Pixar
  • Rackspace
  • Splunk
  • Square
  • Sun Microsystems
  • Sunrun
  • Tesla Motors
  • Vivint Solar
  • Yodlee
  • Twitter

The firm has also served as legal counsel to top-tier underwriters, including:

  • Bank of America Merrill Lynch
  • Barclays
  • CIBC
  • Citi
  • Cowen
  • Credit Suisse
  • Deutsche Bank
  • Goldman Sachs
  • J.P. Morgan
  • Lazard
  • Morgan Stanley
  • Piper Jaffray
  • UBS

Other Public Offerings

Issuer's Counsel:

  • Represented Tesla in its $2 billion follow-on offering
  • Represented Go Daddy in its $499 million follow-on offering
  • Represented QuickLogic in its $10 million follow-on offering
  • Represented Vital Therapies in its $30 million follow-on offering
  • Represented Applied Optoelectronics in its $40 million follow-on offering
  • Represented Tesla in its $652 million follow-on offering
  • Represented China Bluestar in its $1 billion notes offering
  • Represented Autodesk in its $750 million notes offering
  • Represented Phenex $93 million follow-on offering
  • Represented Otonomy in its $75 million follow-on offering
  • Represented Twitter in its $900 million convertible senior notes offering
  • Represented TRUECar in its $125 million follow-on offering
  • Represented Vital Therapies in its $35 million follow-on offering
  • Represented FireEye in its $1.1 billion follow-on offering
  • Represented Tesla in its $2 billion convertible senior notes offering

Underwriter's Counsel:

  • Alder Biopharmaceuticals $125 million follow-on offering
  • Q2 $96.9 million follow-on offering
  • Alder Biopharmaceuticals $200 million follow-on offering
  • Imperva $117 million follow-on offering
  • Q2 $101 million follow-on offering
  • Alder Biopharmaceuticals $177 million follow-on offering
  • GoPro in its $777 million follow-on offering
  • Applied Optoelectronics in its $72.8 million follow-on offering
  • Autohome in its follow-on offering of American Depositary Shares

Select Convertible Debt Deals

  • Cypress Semiconductor convertible senior notes – $287.5 million
  • Nuance senior notes – $300 million
  • Flir senior notes – $425 million
  • Micron senior notes – $1.25 billion
  • Juniper Networks senior notes – $500 million
  • Nuance convertible senior notes – $588 million
  • Rackspace senior notes – $500 million
  • Autodesk senior notes – $750 million
  • FireEye convertible senior notes – $920 million
  • Plantronics senior notes – $500 million
  • Netflix zero coupon senior convertible notes – $200 million
  • Nuance senior convertible debentures – $600 million
  • Micron convertible senior notes – $600 million