Jessica Chen is a partner in the New York Capital Markets Practice. She advises issuers, underwriters and other market participants in equity and debt transactions, including registered offerings (including IPOs, follow-ons, registered debt, SPACs, CMPOs and ATMs), private placements (including 4(a)(2) offerings, PIPEs and 144A/Regulation S offerings) and in connection with mergers and acquisitions, restructurings, bank finance, project finance as well as liability management transactions.
Jessica has led a number of complex cross-border transactions and also counsels public companies on disclosure issues, ongoing reporting and corporate governance practices. She works with companies in a range of industries, including biotech, biopharma, healthcare, technology, media/telecom, education, energy, utilities, oil and gas, and shipping, among others. Jessica also works with entrepreneurs and start-up companies as part of the Emerging Companies practice.
A selection of her recent representations include the following:
Avangrid aggregate US$4.0 billion private placements, aggregate US$2.1 billion Green Bond offerings and US$2.8 billion merger and IPO. Representation of Avangrid, Inc. (NYSE: AGR), a leading sustainable energy company with approximately US$38 billion in assets and operations in 24 U.S. states, as issuer, in concurrent private placements of common stock to Spain's Iberdrola, S.A., Avangrid's majority shareholder and a worldwide leader in the energy industry, and a wholly owned subsidiary of Qatar Investment Authority. The gross proceeds from both private placements were approximately US$4.0 billion. A portion of the proceeds will fund Avangrid's proposed merger with PNM Resources, Inc. Jessica also represented Avangrid, as issuer, in connection with registered Green Bond offerings of US$750 million 3.200% Notes due 2025, US$750 million 3.800% Notes due 2029 and US$600 million 3.150% Notes due 2024. The offering for the 2029 Green Bonds was named one of four "North American Green/SRI Bond Deals of the Year" at GlobalCapital's Sustainable and Responsible Capital Markets Awards in 2019. White & Case was also named Best Green/SRI Finance Law Firm. Jessica also led the team that previously advised Avangrid in connection with its SEC-registered IPO of common stock through the US$2.8 billion merger of UIL Holdings Corporation. She counsels Avangrid on an ongoing basis with regard to its disclosure issues, ongoing reporting and corporate governance practices.
Oatly US$1.1 billion IPO. Representation of Oatly Group AB, a lifestyle brand and a pioneering producer of plant-based, dairy-free food products, headquartered in Sweden, on its US$1.1 billion initial public offering and listing on the Nasdaq Global Select Market of American Depositary Shares.
Altitude Acquisition Corp. US$300 million SPAC IPO. Representation of Altitude Acquisition Corp. (Nasdaq: ALTU) in its US$300 million SPAC IPO. The offering amount was upsized at pricing. Altitude Acquisition Corp. is a blank-check company focused on the travel, travel technology and travel-related businesses.
Oi US$20 billion restructuring. Representation of Oi S.A., a leading telecommunications company in Brazil, in connection with registration rights issues in its SEC-registered backstopped rights offering of R$4 billion of its Common Shares and Common ADSs, which formed part of the implementation of Oi's US$20 billion judicial recovery plan. Oi's judicial recovery was recognized as Global Finance Deal of the Year for 2018 by American Lawyer and Restructuring Deal of the Year for 2018 by Latin Finance, Latin Lawyer and IFLR.
Westinghouse Air Brake Technologies guaranteed €500 Million Green Bond offering. Representation of BNP Paribas, Goldman Sachs & Co. and HSBC Continental Europe as representatives to the several underwriters on an SEC-registered, euro-denominated, ECB-eligible green bond offering of €500 million 1.250% senior notes due 2027 by Wabtec Transportation Netherlands B.V., as issuer, a subsidiary of Westinghouse Air Brake Technologies Corporation, which provided a full parent guarantee. BofA Securities Europe SA, Citigroup Global Markets Europe AG, Crédit Agricole Corporate and Investment Bank, J.P. Morgan AG, Morgan Stanley Europe SE and Société Générale also acted as joint book-running managers. PNC Capital Markets LLC, Scotiabank Europe plc, Truist Securities, Inc. and US Bancorp Investments, Inc. acted as senior co-managers and Citizens Capital Markets, Inc., Huntington Securities, Inc., MUFG Securities (Europe) N.V., TD Global Finance and Wells Fargo Securities Europe S.A. acted as co-managers. The notes are listed on Euronext Dublin.
Compute Health Acquisition Corp US$863 million SPAC IPO. Representation of Goldman Sachs & Co. LLC as underwriter on Compute Health Acquisition Corp.'s US$862.5 million SPAC IPO and listing on the New York Stock Exchange. Compute Health Acquisition Corp. is a blank check company focused on healthcare businesses that are already leveraging, or have the potential to leverage, computational power, with an emphasis on companies in the medical device space, including imaging and robotics, and companies operating in the virtual care space, including telehealth, care delivery and next-generation payor and provider models.
StoneCo US$1.5 billion registered follow-on offering. Representation of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. as representatives of the underwriters on the US$1.5 billion registered follow-on offering of common stock for StoneCo Ltd, a leading provider of financial technology solutions that empower merchants and integrated partners to conduct electronic commerce seamlessly across in-store, online, and mobile channels in Brazil. XP Investments US, LLC also acted as global coordinator and bookrunner for the offering.
Vitru US$96 million IPO. Representation of Goldman Sachs & Co. LLC, BofA Securities, Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, Santander Investment Securities Inc., Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Branch, Credit Suisse Securities (USA) LLC and XP Investments US, LLC as underwriters of the US$96 million IPO of common shares of Vitru Limited (Nasdaq: VTRU). Vitru Limited provides distance learning education services to post-secondary students in Brazil.
Arco US$112 million registered follow-on offering and US$210 million IPO. Representation of Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Itau BBA USA Securities, Inc. as underwriters on the US$112 million registered follow-on offering of Class A common shares by Arco Platform Ltd. (NASDAQ: ARCE), a company that provides a complete pedagogical system with technology-enabled features to deliver educational content to private primary and secondary schools in Brazil. Jessica also represented Goldman Sachs & Co. LLC, Morgan Stanley, Itaú BBA, BofA Merrill Lynch, Allen & Company LLC, BTG Pactual and UBS Investment Bank as underwriters of the US$210 million IPO and listing on Nasdaq by Arco.
Wave Life Sciences US$162 million CMPO and US$250 million ATM program. Representation of Jefferies, SVB Leerink and Mizuho Securities, as joint book-running managers, and SunTrust Robinson Humphrey and H.C. Wainwright & Co., as co-managers, in the US$162.3 million confidentially marketed public follow-on offering of ordinary shares by Wave Life Sciences Ltd. (NASDAQ: WVE), a genetic medicines company focused on delivering transformational therapies for patients with serious, genetically-defined diseases. Jessica also represented Jefferies, as sales agent, in connection with the establishment of Wave Life Sciences' US$250 million at-the-market offering program.
Selling stockholder representations
Olink US$233 million registered follow-on offering and US$353 million IPO. Representation of Summa Equity AB, a Nordics-based private equity fund specializing in investments in companies that help solve global challenges, as selling stockholder on the US$233 million registered follow-on offering and US$353 million IPO and listing on Nasdaq of American Depositary Shares by Olink Holding AB, a Sweden-based company that develops bioscience solutions. Goldman Sachs, Morgan Stanley, SVB Leerink and BTIG, LLC acted as underwriters in the follow-on offering and the IPO.
"Social bond issuance soars as COVID-19 recoveries begin" Debt Explorer (2020)
"Green bonds: 11 years and still growing strong" Debt Explorer (2019)
BTI M&A Client Service All-Star 2021, The BTI Consulting Group, Inc., 2021