Emily Beers is of counsel in Morrison Foerster’s Capital Markets and Public Company Advisory & Governance practices. Her practice focuses on representing publicly and privately held companies in a variety of corporate and securities law matters.

Emily represents both issuers and investment banks in initial public offerings, follow-on offerings, and private placements, including offerings of common and preferred equity, investment-grade debt, convertible debt, and high-yield debt. Emily also regularly advises clients with respect to liability management transactions, including tender offers, as well as M&A transactions.

In addition, Emily regularly counsels companies with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange and NASDAQ, as well as general corporate matters.

Emily is recognized in IFLR1000 for Capital Markets: Debt, Capital Markets: Equity, and M&A (2021).

Prior to joining Morrison Foerster, Emily worked as an associate in the capital markets practices of other international law firms in New York and London.

Representative Matters

• Represented the dealer managers in Shell plc’s exchange offers of up to $8.4 billion involving six series of outstanding notes and the issuance of new privately placed notes guaranteed by Shell.

• Represented the underwriters in connection with the $2.35 billion offering of guaranteed notes issued by Shell Finance U.S. Inc., a subsidiary of Shell plc.

• Represented the underwriters in the $450 million bond offering of Senior Notes by First Industrial, L.P., a real estate investment trust company.

• Represented the underwriters in the $400 million registered offering of Senior Notes by COPT Defense Properties, L.P., a real estate investment trust.

• Represented Riot Platforms, Inc. in its offering of $594.4 million of 0.75% convertible senior notes due 2030.

• Represented the initial purchasers in the $345 million bond offering of 5.25% Exchangeable Senior Notes due 2028 by COPT Defense Properties, L.P.

• Represented Wells Fargo Securities, Deutsche Bank Securities, and Goldman Sachs & Co. in Shell plc’s $12 billion exchange offering of Convertible Notes.
• Represented Veeco Instruments Inc. (Nasdaq: VECO) in its private offering of up to $230 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029. 
• Represented Crinetics Pharmaceuticals (Nasdaq: CRNX) in its $500 million public offering of 10,000,000 shares of its common stock. 
• Represented Crinetics Pharmaceuticals (Nasdaq: CRNX) in its $350 million private placement of 8,333,334 shares of its common stock. 
• Represented McKesson Corporation (NYSE: MCK) in its offering of $500 million of 4.250% notes due 2029 and subsequent redemption of 5.250% notes due 2026. 
• Represented onsemi (NYSE: ON) in its upsized $1.5 billion private offering of 0.50% Convertible Senior Notes.

• Represented Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the all- stock merger of Sprint and T-Mobile US Inc. The total implied enterprise value for Sprint in the transaction was approximately $59 billion and the aggregate for the combined company enterprise value was approximately $146 billion.
• Represented onsemi (NASDAQ: ON) in its Rule 144A offering of $1.5 billion 0.5% Convertible Senior Notes due 2029; in its Rule 144A offering of $700 million 0% Convertible Senior Notes due 2027; and in its Rule 144A offering of $700 million 3.875% Senior Notes due 2028.
• Represented The Chemours Company (NYSE: CC) in its Rule 144A offering of $650 million 4.625% Senior Notes due 2029; in its Rule 144A offering of $800 million 5.750% Senior Notes due 2028 and concurrent tender offers to purchase all or a portion of its outstanding Senior Notes and related consent solicitations; and in its registered offering of €450 million 4.000% Senior Notes due 2026 and concurrent tender offers to purchase all or a portion of its outstanding senior notes and related consent solicitations.
• Represented McKesson Corporation (NYSE: MCK) in its registered offering of $500 million 5.250% Notes due 2026; in its registered offering of $500 million 1.300% Senior Notes due 2026 and related tender offer to repurchase a portion of its outstanding senior notes; and in its registered offerings of $700 million 3.650% Notes due 2020 and $400 million 4.750% Notes due 2029 and concurrent tender offers to purchase a portion of its outstanding senior notes and related consent solicitations.

• Represented BlackBerry Limited (NYSE: BB) in its $200 million Rule 144A offering of convertible notes. 

• As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.
• Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in its defense against a hostile tender offer and proxy contest by Carl Icahn, and in its subsequent registered offerings of common stock and debt. 
• Represented Unity Software Inc. (NYSE: U) in its stock-for-stock merger with ironSource, Ltd. for an approximate value of $4.4 billion.
• Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.
• Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of Senior Notes and its $1.6 billion registered exchange offer.
• Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT, the private placement of $36.5 million aggregate principal amount of 7.5% Senior Unsecured Notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF), and the private placement of $42.25 million aggregate principal amount of its 7.00% Senior Unsecured Notes due 2026 issued by Pelorus Fund REIT, LLC.
• Represented Veeco Instruments Inc. (NASDAQ: VECO) in its registered offering of $300 million 2.70% Convertible Senior Notes due 2023.
• Represents the sales agents in connection with Equity Residential’s (NYSE: EQR) at-the-market equity offering; as designated underwriters’ counsel, represented the underwriters in connection with registered offerings by Equity Residential’s operating partnership, ERP Operating Limited Partnership, of an aggregate of $1.25 billion of notes.
• Represented Whole Foods Market, Inc. (NASDAQ:WFM) in its $1.0 billion Rule 144A/Regulation S offering of 5.200% Senior Notes due 2025.
• Represented the underwriters in connection with Community Healthcare Trust Incorporated’s (NYSE: CHCT) approximately $136.6 million initial public offering and in subsequent follow-on offerings.
• Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its approximately $685 million initial public offering.