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, 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.
Avangrid US$750 million and US$600 million Green Bond offerings and US$2.8 billion merger and IPO
Representation of Avangrid, Inc. (NYSE: AGR), a sustainable energy and utility company with approximately US$33 billion in assets and operations in 24 states and is a subsidiary of Spain's Iberdrola S.A., a worldwide leader in the energy industry, as issuer, in connection with the filing of its universal shelf registration statement and registered Green Bond offering of US$750 million 3.800% Notes due 2029. Citigroup, Credit Agricole CIB, MUFG, Wells Fargo Securities, BBVA, Deutsche Bank Securities, NatWest Markets and TD Securities acted as joint book-running managers for the offering. 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 as well as Avangrid’s US$600 million Green Bond offering in 2017.
Linx US$308 million IPO
Representation of Linx S.A. (NYSE: LINX), a leading cloud-based technology company in Latin America and a market leader in Brazil in terms of revenue focused on developing and providing affordable, easy-to-use, reliable and seamlessly integrated software solutions to retailers in Latin America, through its SaaS business model, in its US$308 million initial public offering and listing of American Depositary Shares on the New York Stock Exchange. Goldman Sachs & Co. LLC, Morgan Stanley, Jefferies, BofA Merrill Lynch and Itaú BBA acted as global coordinators for the offering.
Loma Negra US$1.1 billion IPO
Representation of Loma Negra C.I.A.S.A. (NYSE: LOMA), the leading cement company in Argentina, as issuer, and the selling shareholder, Loma Negra Holding GmbH, in the US$1.1 billion initial public offering of ordinary shares of Loma Negra and the listing of American Depositary Shares on the New York Stock Exchange. BofA Merrill Lynch, Bradesco BBI, Citigroup, HSBC, Itaú BBA and Morgan Stanley acted as underwriters for the offering.
Oi US$20 billion restructuring
Representation of Oi S.A., a leading telecommunications company in Brazil, in connection with registration rights issues in its 2019 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.
Hess US$1.8 billion depositary shares and common stock offering
Representation of Hess Corporation (NYSE: HES), a leading global independent energy company, on SEC-registered offerings of common stock and depositary shares, the latter representing interests in convertible preferred stock of the company, in aggregate value of approximately US$1.8 billion. Goldman, Sachs & Co. LLC, J.P. Morgan and Morgan Stanley acted as joint book-running managers for the offerings.
Arco Platform US$210 million IPO
Representation of 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$210.2 million initial public offering of Class A common shares of Arco Platform Limited (Nasdaq: ARCE), a digital platform that delivers educational content in printed and digital formats to private schools in Brazil.
Sangamo Therapeutics US$145 million CMPO
Representation of Cowen, Wells Fargo Securities and Barclays as joint book-running managers in the US$145.5 million confidentially marketed public follow-on offering of common stock by Sangamo Therapeutics, Inc. (NASDAQ: SGMO), a US clinical stage biotechnology company specializing in genomic medicine, including genome editing, gene regulation, gene therapy and cell therapy.
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.
Kura Oncology US$115 million CMPO and US$75 million ATM program
Representation of SVB Leerink and Cowen, as joint book-running managers, Wedbush PacGrow and Oppenheimer & Co., as co-lead mangers, and H.C. Wainwright & Co., as co-manager, in the US$115.3 million confidentially marketed public follow-on offering of common stock by Kura Oncology, Inc. (NASDAQ: KURA), a U.S. clinical-stage biopharmaceutical company focused on the development of precision medicines for oncology. Jessica also represented SVB Leerink and Stifel, as sales agents, in connection with the establishment of Kura’s US$75 million at-the-market offering program.
Selling stockholder representations
Hilton Worldwide US$6 billion and Hilton Grand Vacations US$1.1 billion follow-on offerings and repurchases
Representation of HNA Tourism Group. Co. Ltd. and HNA HLT Holdco I LLC, as selling stockholder, in the US$6 billion SEC-registered secondary offering of 66,000,000 shares of the common stock of Hilton Worldwide Holdings Inc. (NYSE: HLT) and the subsequent repurchase by HLT of 16,500,000 shares of its common stock and the US$1.1 billion SEC-registered secondary offering of 22,250,000 shares of the common stock of Hilton Grand Vacations Inc. (NYSE: HGV) and the subsequent repurchase by HGV of 2,500,000 shares of its common stock. Hilton is one of the largest and fastest growing hospitality companies in the world and Hilton Grand Vacations, a rapidly growing timeshare company, is a recent spin-off from Hilton. Goldman Sachs & Co. LLC, J.P. Morgan, Deutsche Bank Securities, BofA Merrill Lynch and Morgan Stanley acted as representatives of the underwriters for the HLT offering and BofA Merrill Lynch and J.P. Morgan acted as representatives of the underwriters for the HGV offering.