Jessica Chen is a partner in White & Case’s Global Capital Markets Practice, sitting in New York. She advises clients on a full range of capital markets transactions, including IPOs and follow-on equity offerings, private placements and SEC-registered green and sustainability-linked bonds. She also has experience with CMPOs, PIPEs, ATMs, convertible notes and SPACs / De-SPACs. She has extensive experience with foreign issuers and cross-border transactions, including in connection with securities law aspects of mergers & acquisitions and restructurings. In particular, Jessica has worked extensively with Nordic and Latin American clients. She has also represented all the major U.S. investment banks.
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 equity private placements, aggregate US$2.1 billion SEC-registered green bond offerings, US$2.8 billion merger and IPO, universal shelf filings and ongoing reporting. Representation of Avangrid, Inc. (NYSE: AGR), a leading sustainable energy company with approximately $41 billion in assets and operations in 24 states, as issuer, in concurrent private placements of approximately US$4 billion common stock to Iberdrola, S.A. as well as to a wholly-owned subsidiary of QIA. Jessica also represented Avangrid, as issuer, in connection with several SEC-registered green bond offerings by Avangrid totalling US$2.1 billion, in one of which White & Case was named Best Green/SRI Finance Law Firm. Previously, Jessica led the team that advised Avangrid in connection with its SEC-registered IPO of common stock through the US$2.8 billion merger with UIL Holdings Corporation. Further, Jessica advises Avangrid in connection with its universal shelf registration statements filings and counsels Avangrid on an ongoing basis with regard to its disclosure issues, ongoing reporting and corporate governance practices.
Eaton US$2.0 billion SEC-registered notes offering, including sustainability-linked notes, EUR 300 million private placement of notes and universal shelf filing. Representation of Eaton Corporation, a subsidiary of Eaton Corporation plc (NYSE:ETN), on Eaton’s US$2 billion SEC-registered notes issuance. The notes consisted of Eaton’s first sustainability-linked notes, in an aggregate principal amount of US$1.3 billion, and US$700 million of its Senior Notes. Jessica also represented Eaton in its EUR 300 million private placement of notes due 2024 and in connection with its universal shelf registration statements filing. Eaton is an intelligent power management company dedicated to improving the quality of life and protecting the environment for people everywhere. In 2023, Eaton celebrated its status as one of two companies that has been listed on the NYSE for 100 years in 2023.
Oatly US$425 million financing and US$1.1 billion IPO. Representation of Oatly Group AB (NASDAQ: OTLY), the world’s original and largest oatmilk company, headquartered in Sweden, on its US$425 million of financing commitments, consisting of an aggregate principal amount of US$300 million convertible notes, and commitment letters for a US$125 million term loan B credit facility and a SEK 2.1 billion amended sustainable revolving credit facility. Jessica also advised Oatly on its US$1.1 billion IPO and listing on the Nasdaq Global Select Market of American Depositary Shares.
Klarna US$800 million financing round. Representation of Klarna Bank AB, a Swedish fintech company that provides online financial services such as payments for online storefronts and direct payments along with post-purchase payments, on its US$800 million financing round at a US$6.7 billion post-money valuation. The financing attracted strong support from both existing and new investors (including Mubadala Investment Company and Canada Pension Plan Investment Board), and will primarily be used to expand Klarna’s leading market position in the United States.
Gen Digital US$1.5 billion acquisition financing. Representation of Avast plc, as target, in connection with the issuance by NortonLifeLock Inc., now Gen Digital Inc. (NASDAQ: GEN), of US$1.5 billion of senior unsecured notes. The proceeds were primarily used to fund the acquisition of Avast. Gen Digital is a global leader in consumer cyber safety.
GSK collaboration with Wave Life Sciences. Representation of Glaxo Group Limited (NYSE: GSK), or GSK, a global biopharma company, on its $50 million equity investment in Wave Life Sciences Ltd. (NASDAQ asdaq: WVE) The equity investment was entered into simultaneously with a collaboration and license agreement between GSK and Wave to co-develop and co-commercialize oligonucleotide therapeutics, including Wave’s preclinical RNA editing program targeting alpha-1 antitrypsin deficiency (AATD), WVE-006.
Kite collaboration with Arcellx. Representation of Kite Pharma, Inc. (NASDAQ: KITE), a subsidiary of Gilead Sciences, Inc. (NASDAQ: GILD), on its $100 million equity investment in Arcellx, Inc. (NASDAQ: ACLX) The equity investment formed part of a global strategic partnership collaboration and license agreement between Kite and Arcellx to co-develop and co-commercialize Arcellx’s lead late-stage product candidate, CAR T-cell ddBCMA therapy, for the treatment of patients with relapsed or refractory multiple myeloma.
Gambling.com IPO. Representation of Gambling.com Group Limited (NASDAQ: GAMB), an award-winning performance marketing company and leading provider of digital marketing services active exclusively in the online gambling industry, in its initial public offering of 5,250,000 ordinary shares and listing on Nasdaq under the ticker symbol “GAMB.” Jefferies LLC acted as representative of the underwriters.
Wix.com IPO. Representation of Wix.com Ltd (NASDAQ: WIX), a leading global web development platform, in connection with its US$137 million IPO and NASDAQ listing of ordinary shares. J.P. Morgan and Bank of America were joint bookrunning managers.
Olink IPO and follow-on offering. 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 (NASDAQ: OLK), 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.
Arco IPO and follow-on offering. 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.
Vitru 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 approximately US$96 million initial public offering of common shares of Vitru Limited (NASDAQ: VTRU). Vitru Limited provides distance learning education services to post-secondary students in Brazil.
Altisource CMPO and ATM. Representation of Guggenheim Securities, LLC as representative and lead underwriter on the equity follow-on offering of 4,550,000 shares of common stock of Altisource Portfolio Solutions S.A. (NASDAQ: ASPS), a Luxembourg integrated service provider and marketplace for the real estate and mortgage industries. Jessica also represented Guggenheim as sales agent on the establishment of the ATM program for Altisource.
Wave Life Sciences CMPO and ATM. Representation of Jefferies, as sales agent, in connection with the establishment of a US$250 million at-the-market offering program and periodic bring downs for 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 lead underwriter, in the US$162.3 million confidentially marketed public follow-on offering of ordinary shares by Wave.
Sangamo Therapeutics CMPO and ATMs. Representation of Jefferies, as sales agent, in connection with the establishment of US$150 million and US$175 million ATM programs and periodic bring downs for Sangamo Therapeutics, Inc. (NASDAQ: SGMO), a clinical-stage genomic medicine company committed to translating ground-breaking science into medicines that transform the lives of patients and families afflicted with serious disease. Jessica also represented Cowen and Company, LLC, as lead underwriter, in the US$119 million confidentially marketed public follow-on offering of ordinary shares by Sangamo.
"US sustainable bond market well positioned despite general slowdown in bond financings" Debt Explorer (2023)
"Global IPOs reached new highs" Global IPOs: A blockbuster year (2022)
"Sustainable finance in Latin America" Latin America Focus: Fall 2021 (2021)
"Social bond issuance soars as COVID-19 recoveries begin" Debt Explorer (2020)
"Green bonds: 11 years and still growing strong" Debt Explorer (2019)
Leading Dealmakers in America, Lawdragon 500, 2024
Shortlisted for Equity Capital Markets Lawyer of the Year, Women in Business Law Americas Awards, Euromoney, 2022
BTI M&A Client Service All-Star 2021 for Capital Markets and M&A, The BTI Consulting Group, Inc., 2021