Kenneth Marx

Kenneth Marx, a senior associate in Orrick’s New York office, focuses his practice on corporate and securities law matters, with an emphasis on advising public companies and domestic and cross-border capital markets transactions.

• Engagements

  Equity Offerings
  
  

  • Cassava Sciences, Inc. (Nasdaq: SAVA), a clinical-stage biotechnology company focused on Alzheimer's disease, as issuer counsel, on its $50 million registered direct offering of common stock (2022)
  • Underwriters' counsel on the $1 billion initial public offering of Freshworks Inc. (Nasdaq: FRSH), a leading software company empowering businesses to delight their customers and employees (2021)
    
  • Underwriters’ counsel on the $1.0 billion offering of Series C perpetual preferred stock by Ally Financial Inc. (NYSE: ALLY), a leading digital financial-services company (2021)
    
  • SOC Telemed, Inc. (Nasdaq: TLMD), the leading provider of acute care telemedicine services and technology to U.S. hospitals and healthcare systems, as issuer counsel, on its follow-on public offering of Class A common stock for net proceeds of approximately $52 million (2021)
    
  • Underwriters’ counsel on the $1.35 billion offering of Series B perpetual preferred stock by Ally Financial Inc. (NYSE: ALLY), a leading digital financial-services company (2021)
    
  • Underwriters’ counsel on the $80.5 million follow-on public offering of common stock by A-Mark Precious Metals, Inc. (Nasdaq: AMRK), a leading fully integrated precious metals platform, to finance in part the acquisition of JM Bullion, Inc., a leading e-commerce retailer of precious metals (2021)
    
  • DURECT Corporation (Nasdaq: DRRX), a biopharmaceutical company committed to transforming the treatment of acute organ injury and chronic liver diseases by advancing novel and potentially lifesaving therapies based on its endogenous epigenetic regulator program, as issuer counsel, in its follow-on offering of common stock for net proceeds of approximately $46 million (2021)
    
  • Warburg Pincus LLC, a leading global private equity firm, as selling stockholder counsel, in the underwritten secondary offerings of its shares in Outset Medical, Inc. (Nasdaq: OM), a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis (2020 – 2021)
    
  • DURECT Corporation (Nasdaq: DRRX), a biopharmaceutical company actively developing therapeutics based on its epigenetic regulator program and proprietary drug delivery platforms, as issuer counsel, in its registered direct offering of common stock for net proceeds of approximately $15 million (2019)
  • Underwriters' counsel on the $250.3 million initial public offering of PagerDuty, Inc. (NYSE: PD), a global leader in digital operations management (2019)
  • Underwriters' counsel on the public offering by selling stockholders of the common stock of Benefitfocus, Inc. (Nasdaq: BNFT), a provider of a leading cloud-based benefits management platform for consumers, employers, insurance carriers and brokers (2018)
  • Underwriters' counsel on multiple public offerings by selling stockholders of the common stock of Rapid7, Inc. (Nasdaq: RPD), a leading provider of security and IT analytics and automation solutions for security operations (2018)
  • Underwriters’ counsel on the $172.5 million follow-on public offering of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases (2018)
  • Underwriters’ counsel on the follow-on public offering by Rapid7, Inc. (Nasdaq: RPD), a leading provider of analytics solutions for security and IT operations, and selling stockholders of Rapid7 common stock (2018)
  • Exxaro Resources Ltd. (JSE: EXX), a South African resources company, as selling shareholder counsel, in the U.S. public secondary offering of a portion of its shares in Tronox Limited (NYSE: TROX) for net proceeds of $474 million (2017)
  • Underwriters’ counsel on the $92.7 million initial public offering of Elevate Credit, Inc. (NYSE: ELVT), an online consumer lending platform (2017)
  • Underwriter’s counsel, on the $16.1 million follow-on offering of Axsome Therapeutics, Inc. (Nasdaq: AXSM), a clinical stage biopharmaceutical company developing novel therapies for the management of central nervous system disorders (2017)
  • Underwriter's counsel on the $20.1 million follow-on offering of AxoGen, Inc. (Nasdaq: AXGN), a medical technology company focused on innovative surgical solutions for peripheral nerve injuries (2016)
  • Underwriters’ counsel on the $51 million initial public offering of Axsome Therapeutics, Inc. (Nasdaq: AXSM), a clinical stage biopharmaceutical company developing novel therapies for the management of central nervous system disorders (2015)
  • Underwriters’ counsel on the $118 million initial public offering of Rapid7, Inc. (Nasdaq: RPD), a provider of security data and analytics solutions for enterprise cyber security (2015)
    
  • Underwriters’ counsel, on the purchase in a bought deal of $367.3 million in common stock of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral, progressive liver diseases (2015)
  • Underwriters' counsel, on the $202.4 million follow-on offering of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral, progressive liver diseases (2015)

  
  Debt Offerings and Refinancings
  
  

  • Initial purchasers’ counsel on the Rule 144A/Regulation S offering of $400.0 million aggregate principal amount of first mortgage bonds by Oglethorpe Power Corporation (An Electric Membership Corporation), one of the nation’s largest wholesale power supply cooperatives (2023)
    
  • Getaround, Inc., the world’s leading global and digital carsharing marketplace, on its bridge financings of super priority secured promissory notes (2023)
    
  • Designated underwriters’ counsel for the unsecured notes program of Ally Financial Inc. (NYSE: ALLY), a leading digital financial-services company, and public offerings of $7.35 billion aggregate principal amount of its senior notes and $0.5 billion aggregate principal amount of its subordinated notes (2019-2023) 
  • Getaround, Inc., the world’s leading global and digital carsharing marketplace, on its private placement of $175 million aggregate principal amount of convertible senior secured PIK toggle notes in connection with its business combination (2022)
    
  • HomeStreet, Inc. (Nasdaq: HMST), the parent company of HomeStreet Bank, as issuer counsel, on its underwritten public offering of $100 million aggregate principal amount of fixed-to-floating rate subordinated notes (2022)
    
  • Luminar Technologies, Inc. (Nasdaq: LAZR), a leading global automotive technology company, as issuer counsel, on its offering of $625 million aggregate principal amount of convertible senior notes (2021)
    
  • Varex Imaging Corporation (Nasdaq: VREX), a leading innovator, designer and manufacturer of X-ray imaging components, as issuer counsel, on its $300 million offering of senior secured notes and new $100 million asset-based revolving credit facility (2020)
    
  • Initial purchasers’ counsel on the offering of $287.5 million aggregate principal amount of convertible senior notes by PagerDuty, Inc. (NYSE: PD), a global leader in digital operations management (2020)
    
  • Gap Inc. (NYSE: GPS), the global retailer, as issuer counsel, on its $2.25 billion offering of senior secured notes and new $1.868 billion asset-based revolving credit facility, and the related redemption of its outstanding $1.25 billion unsecured notes due 2021 and satisfaction and discharge of the indenture governing such notes (2020)
    
  • Rocket Pharmaceuticals, Inc. (Nasdaq: RCKT), a clinical-stage, multi-platform biotechnology company focused on the development of first or best-in-class gene therapies for rare and devastating pediatric diseases, as issuer counsel, in its convertible notes refinancing through private exchange transactions and consent solicitation (2020)
    
  • The Kingdom of Morocco, as issuer counsel, as to U.S. securities law in connection with its Rule 144A/Regulation S offering of €1 billion aggregate principal amount of notes (2019)
    
  • JMP Group LLC (NYSE: JMP), an investment banking and alternative asset management firm, as issuer counsel, on the public offering of $36 million aggregate principal amount of its 6.875% Senior Notes due 2029 (NYSE: JMPE), and the related redemption of the outstanding 8.00% Senior Notes due 2023 (NYSE: JMPB) of its wholly owned subsidiary, JMP Group Inc., and satisfaction and discharge of the indenture governing such notes (2019)
  • Counsel to the initial purchasers and placement agents in connection with concurrent Rule 144A revenue bond offerings and an institutional private placement of senior secured notes by the Morongo Band of Mission Indians, the owner and operator of the Morongo Casino Resort Spa, for $375 million in aggregate financing (2018)
    
  • Viavi Solutions Inc. (Nasdaq: VIAV), a global provider of network test, monitoring and assurance solutions, as issuer counsel, in its $225 million convertible notes refinancing through private exchange transactions and concurrent private placement (2018)
  • JMP Group LLC (NYSE: JMP), an investment banking and alternative asset management firm, as issuer counsel, on the issuance by its wholly owned subsidiary, JMP Group Inc., of $50 million aggregate principal amount of 7.25% Senior Notes due 2027 (NYSE: JMPD) in an underwritten public offering  and related redemption of JMP Group Inc.'s existing 7.25% Senior Notes due 2021 (NYSE: JMPC) (2017)
  • ITR Concession Company LLC, the concessionaire of the Indiana Toll Road, as issuer counsel, in its institutional private placement of $850 million aggregate principal amount of senior secured notes, the proceeds of which were used primarily to refinance outstanding term loan facilities (2017)
  • Aeropuertos Dominicanos Siglo XXI, S.A. (Aerodom), the Dominican Republic airports operator, and its parent, VINCI Airports S.A.S., as issuer counsel, in its Rule 144A/Regulation S offering of $317 million aggregate principal amount of senior secured notes, part of a refinancing transaction raising $533 million of new senior financing to finance a tender offer of Aerodom’s existing senior secured notes and the satisfaction and discharge of the indenture governing the existing notes (2017)
  • Underwriters’ counsel on the offering of $460 million aggregate principal amount of convertible senior notes by Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral, progressive liver diseases (2016)
  • Cube Hydro North America I, LLC, an operator of Mid-Atlantic hydroelectric plants and wholly owned subsidiary of Cube Hydro Partners, LLC, which is a portfolio company of an I Squared Capital infrastructure fund, as issuer counsel, in its $140 million institutional private placement of senior secured notes (2015)
  • ITR Concession Company LLC, the concessionaire of the Indiana Toll Road and a subsidiary of IFM Investors, as issuer counsel, in its Rule 144A/Regulation S offering of $1.05 billion aggregate principal amount of investment-grade senior secured notes (2015)

  
  Mergers & Acquisitions; Restructurings
  
  

  • Sequans Communications S.A. (NYSE: SQNS), a leading developer and supplier of cellular IoT connectivity solutions, on its acquisition and take-private by Renesas Electronics Corporation (TSE: 6723), the leading global provider of microcontrollers (2023-2024)
    
  • Getaround, Inc., the world’s leading global and digital carsharing marketplace, on its business combination with InterPrivate II Acquisition Corp. (NYSE: IPVA), a special purpose acquisition company (2022)
    
  • SOC Telemed, Inc. (Nasdaq: TLMD), the leading provider of acute care telemedicine services and technology to U.S. hospitals and healthcare systems, on its acquisition and take-private by Patient Square Capital, L.P., a leading dedicated health care investment firm (2022)
    
  • SOC Telemed, Inc. (Nasdaq: TLMD), the leading provider of acute care telemedicine services and technology to U.S. hospitals and healthcare systems, on its acquisition of Access Physicians Management Services Organization, LLC, a multi-specialty acute care telemedicine provider, and concurrent financing transactions (2021)
    
  • Specialists On Call, Inc., one of the largest national providers of acute care telemedicine, on its business combination with Healthcare Merger Corp. (Nasdaq: HCCO), a special purpose acquisition company, and concurrent financing transactions (2020)
    
  • Shopify Inc. (NYSE: SHOP), the leading cloud-based, multi-channel commerce platform designed for small and medium-sized businesses, on U.S. securities law and NYSE listing matters in its $450 million acquisition of 6 River Systems, a provider of collaborative warehouse fulfillment solutions (2019)
  • SPII Holdings on its take-private acquisition of DryShips Inc. (Nasdaq: DRYS), a diversified owner and operator of ocean-going cargo vessels, for cash at an implied market capitalization of approximately $456 million (2019)
  • TheStreet, Inc. (Nasdaq: TST), a leading financial news and information company, in its going-private acquisition by TheMaven, Inc. (OTCMKTS: MVEN), a coalition of content producers operating on a shared digital publishing, advertising and distribution platform, for $16.5 million in cash (2019)
    
  • TheStreet, Inc. (Nasdaq: TST), a leading financial news and information company, on the sale of its institutional business units, The Deal and BoardEx, for $87.3 million in cash to Euromoney Institutional Investor PLC (LON: ERM), the global business information and events group (2018)
    
  • Ocean Rig UDW Inc. (Nasdaq: ORIG), a Cayman Islands-based offshore drilling contractor, on U.S. securities law and Nasdaq listing matters in connection with its comprehensive financial restructuring (2017)
    
  • Woolrich, Inc., America’s oldest outdoor clothing company and one of the world’s leading manufacturers of outdoor lifestyle apparel, as corporate counsel, in its merger with Woolrich Europe, a licensee of its trademark in Europe and Asia owned by Italy-based W.P. Lavori in Corso (2016)
    
  • VINCI Airports S.A.S., the VINCI Group’s airport subsidiary, as corporate counsel, in a consent solicitation in connection with the acquisition of Aeropuertos Dominicanos Siglo XXI, S.A. (Aerodom), the Dominican Republic airports operator (2016)