John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.

John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.

Representative Experience

• Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering
• Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023
• Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement

• Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million
• Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock
• Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion
• Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement
• Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.
• Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes
• Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion
• Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering
• Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc
• 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 the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock
• Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate
• Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes
• Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering
• Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering
• Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate
• Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes
• Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares
• Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT