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Overview
Brandon Bortner is a partner in the Securities & Capital Markets practice, based in the firm’s Washington, D.C. office. Brandon practices corporate and securities law, with an emphasis on capital markets transactions, public and private financings, and public company representation. On capital markets matters, Brandon regularly advises issuers, investors, sponsors, and investment banks in initial public offerings, public and private equity-based financings, debt and hybrid corporate finance transactions, including convertible securities, restructurings, and other financing transactions.
A significant portion of his practice involves general corporate work for ongoing clients on matters such as SEC reporting compliance, securities and disclosure issues, and corporate governance matters.
Brandon also has extensive experience with alternative financings, including Private Investments in Public Equity (PIPEs), special purpose acquisition companies (SPACs), tax-advantaged IPO structures, Real Estate Investment Trusts (REITs), at-the-market (ATM) programs, convertible and non-convertible preferred stock, and investment grade and high-yield debt securities.
Recognitions
- The Legal 500 USA, Capital Markets: Equity Offerings (2022)
- The Legal 500 USA, Real Estate Investment Trusts (REITS) (2022)
- The Legal 500 reported from client testimonials that Brandon Bortner is “responsive, decisive, creative and practical.” Bortner was noted for having driven “an IPO process as underwriter’s counsel when issuer’s counsel should have been taking the lead but was absent or behind for much of the transaction – advised on disclosure around complex capital structure of the issuer – without Brandon we would never have moved the deal forward.”
Education
- Georgetown University Law Center, JD, 2004
- Washington & Lee University, BA, 2000
Representations
- AvidXchange Holdings, Inc., Smithfield Foods, Inc. (in registration), CoreSite Realty Corp., Teladoc Health, Inc., Clearside Biomedical, Inc., CommScope Holding Company, Inc., K12, Inc., Pattern Energy Group, Inc. and Selecta Biosciences, Inc. in initial public offerings
- Underwriters in initial public offerings by Eloqua, Inc., Booz Allen Hamilton Holding Corp., Intellia Therapeutics, Inc., K12, Inc., Navigator Holdings Ltd., NRG Yield, Inc. and Ra Pharmaceuticals, Inc.
- Initial purchasers in Atlantica Sustainable Infrastructure’s offering of $745.0 million 6.375% Green Senior Notes and €500.0 million 5.625% Green Senior Notes in connection with ECP’s take private transaction
- FACT II Acquisition Corp. in its $175.0 million initial public offering
- Freedom Acquisition I Corp., a publicly traded special purpose acquisition company, in its $888 million business combination agreement with Complete Solaria, Inc.
- FiscalNote in its $1.3 billion business combination with Duddell Street Acquisition Corp., a publicly traded special purpose acquisition company
- Digital World Acquisition Corp., a publicly traded special purpose acquisition company, in its $875 million business combination agreement with TMTG
- 2U, Inc. in its: (i) $330 million Rule 144A convertible senior notes offering and capped call; (ii) $147 million Rule 144A convertible senior notes offering; (iii) $310 million follow-on equity offering; (iv) $750 million acquisition of Trilogy Education and related $200 million direct lender term loan financing and (v) $800 million acquisition of EdX
- Teladoc Health in its Rule 144A offerings of: (i) $1.0 billion 1.25% convertible senior notes and (ii) $287.5 million 1.375% convertible senior notes, as well as its $400 million follow-on offering
- General Motors Financial Company, Inc. in underwritten offerings of: (i) $500 million fixed rate reset Series C preferred stock; (ii) $2.5 billion multi-tranche senior notes; (iii) $2.0 billion multi- tranche senior notes; (iv) $1.5 billion 5.200% Senior Notes; (v) $1.25 billion 2.900% Senior Notes; (vi) $1.25 billion 3.550% Senior Notes; (vii) $2.5 billion multi- tranche senior notes; (viii) $1.35 billion multi-tranche senior notes; and (ix) $500 million fixed-to-floating Series B preferred stock
- DXC Technology Company in its: (i) underwritten offerings of (A) $1.0 billion multi-tranche senior notes, (B) €650,000,000 1.750% Senior Notes due 2026, and (C) £250,000,000 2.750% Senior Notes due 2025; and (ii) offer to exchange all outstanding Enterprise Services LLC 7.45% Senior Notes due 2029 and related consent solicitation
- CoreSite Reality Corp. in multiple 4(a)(2) senior notes offerings and multiple block trades by The Carlyle Group
- Underwriters in ExxonMobile’s offerings of: (i) €4.5 billion multi-tranche senior notes; (ii) $10.75 billion multi-tranche senior notes; and (iii) $8.5 billion multi-tranche senior notes
- Underwriters in NRG Yield’s $287.5 million Rule 144A convertible senior notes offering
- Lindblad Expeditions Holdings, Inc. in its $85 million convertible preferred stock PIPE
- GeoEye, Inc. in its $78 million convertible preferred stock PIPE with Cerberus
- The Carlyle Group in its $435 million convertible preferred stock PIPE in WildHorse Resource Development Corporation and $350 convertible preferred stock PIPE in Genesee & Wyoming
- The Carlyle Group in numerous acquisition financings and securities offerings, including the acquisition of CommScope, Sequa and Open Solutions
- Platinum Equity in connection with financing the acquisition of American Commercial Lines and subsequent dividend holdco PIK notes offering
- Apollo in connection with financing the acquisition of Taminco Global Chemical Corporation
- KKR in connection with financing the acquisition of Alliant Holdings
- Emerald Holding in its $400 million convertible preferred stock PIPE
- Care.com in its preferred stock PIPE offering with Google Capital
- AIT Therapeutics, Inc., Selecta Biosciences, Inc. and Pint Pharma International S.A. in common stock PIPE offering
- Adimab, LLC in its holding company restructuring and financing