Overview

Jen Carlson is a Corporate & Securities partner in Mayer Brown's Palo Alto office. Her practice focuses on capital markets, mergers and acquisitions, and general corporate matters. She represents companies, investors, and underwriters in a wide variety of capital markets and finance transactions, including initial public, follow-on, and secondary equity offerings; investment grade, high yield, and convertible debt offerings; venture capital investments; and liability management transactions. Jen also represents buyers and sellers in private and public mergers and acquisitions, tender offers, private equity investments, and other strategic transactions. In addition to her transactional practice, Jen counsels companies regarding securities law compliance, stock exchange listing requirements, fiduciary duties, corporate governance, and other matters.

Jen represents publicly-traded and private start-up companies, as well as the institutions and individuals that finance them, across a wide range of industries, including Life Sciences; Energy; Technology, Media, and Telecommunications; Retail; Hospitality and Leisure; Insurance (including InsurTech); and Financial Services (including FinTech).

Before entering the legal profession, Jen had a career in the fields of biochemistry and genetics at Indiana University-Bloomington and Oregon Health Sciences University in Portland, Oregon, with published research in protein-protein and protein-nucleic acid interactions.

Jen is named as a “Rising Star” in equity and debt capital markets by IFLR1000 2016. Legal500 also recommends Jen in each of its capital markets categories: equity offerings, debt offerings, global offerings, and high yield debt offerings.

Spoken Languages

  • English

Experience

Representative Transactions
Equity Capital Markets

  • The underwriters in the $100M initial public offering of Workiva Inc. and listing on the New York Stock Exchange.
  • Potbelly Corporation in its $120M initial public offering (primary and secondary) and listing on The Nasdaq Stock Market LLC.
  • Envestnet, Inc. in its $150M upsized offering of 1.75% convertible senior notes.
  • TransAlta Renewables Inc., as US counsel, in its $200M initial public offering and listing on The Toronto Stock Exchange.
  • Incapital LLC, as purchasing agent, in the launch of its LEOPARDS™ (Long Execution of Preferred and Related Debt Securities) program and the related inaugural offering by The Allstate Corporation.
  • The underwriters in a $160M secondary offering of common shares of a real estate investment trust.
  • The underwriters in public offerings of preferred stock, subordinated “hybrid” debt and senior debt totaling $3M, and the dealer managers in the $1.8B cash tender offer for senior and subordinated debt, by The Allstate Corporation in connection with its 2013 capital management plan.
  • OCZ Technology Group, Inc. in its $124M secondary offering of common stock.
  • Credit Suisse and UBS Investment Bank in the concurrent public offerings of $300M of convertible senior notes and $100M of common stock by Energy Conversion Devices, Inc.
  • Dealer managers and issuers in numerous fixed price and dutch auction tender offers

Debt Capital Markets

  • The underwriters in Section 3(a)(2) and Section 3(a)(4) offerings of taxable fixed rate bonds by charitable organizations and universities.
  • Abbott Laboratories in the third-largest US corporate offering on record at the time, a $14.7B guaranteed notes offering by subsidiary AbbVie Inc., and Abbott’s concurrent $7.7B cash tender offer for nine series of its outstanding notes.
  • Isle of Capri Casinos, Inc. in a $350M high yield notes offering pursuant to Rule 144A/Reg S and a concurrent tender offer and consent solicitation for its senior subordinated notes.
  • Hyundai Capital America, a subsidiary of Hyundai Motor Company, in offerings totaling $1.5B of senior notes pursuant to Rule 144A/Reg S.
  • Canadian Imperial Bank of Commerce (CIBC) in a $450M reopening of senior notes.
  • BofA Merrill Lynch and Morgan Stanley in public offerings of senior notes totaling $600M by Mattel, Inc. to partially finance its acquisition of HiT Entertainment, owner of Thomas and Friends® and Barney®.
  • Ecolab Inc. in its $250M public offering of senior notes and its $1.9B secondary offering of common stock by a selling stockholder and the related $300M repurchase of its common stock.
  • AutoNation, Inc. in its $1.9B leveraged recapitalization, including a $1.2B self-tender offer for common stock, a debt tender offer and consent solicitation for $325M senior notes and a $600M Rule 144A/Reg S offering of high yield notes.
  • Issuers and underwriters in connection with the establishment of, and issuances under, medium term notes programs and retail notes programs.

Startup and Venture Capital

  • Image32, a medical image sharing company, in its seed financing and acquisition by Citrix Systems, Inc.
  • A global professional services company in its investments in a blockchain technologies company and a load testing and performance monitoring solutions company.
  • A photolithography technology company in its first venture capital investment and strategic alliance with a semiconductor lithography company.
  • Other domestic and international corporations and high net worth individuals in investments in numerous startup companies.
  • The founder of a delivery company in his exit from the company and subsequent sales of common stock.
  • Employees of startup companies in sales of common stock received as equity compensation.
  • Venture capital firms in connection with SEC reporting requirements and liability advice for investments in portfolio companies.

Structured Products

  • An international bank in its SEC-registered and Rule 144A/Reg S structured notes program.
  • Caisse Centrale Desjardins, a financial services cooperative that is part of the Desjardins Financial Group, the largest cooperative financial group in Canada, in the issuance of $1.5B of covered bonds pursuant to Rule 144A/Reg S.

Mergers & Acquisitions

  • Packaging Corporation of America in its $2B cash tender offer for Boise Inc.
  • Morgan Stanley & Co., Incorporated in the acquisition of HilexPoly Co. LLC, a plastics company, in a prepackaged plan of reorganization and the subsequent sale of HLX PLY Investors Holding Corporation to TPG Growth.
  • Ball Corporation in its $577M purchase of assets from Anheuser-Busch InBev, including public offerings of high yield senior notes totaling $1.7B.
  • PinnOak Resources, LLC in its $700M sale to Cliffs Natural Resources.
  • Ashtead Group plc (UK) and its US subsidiary Sunbelt Rentals, Inc. in Sunbelt’s $1.1B acquisition of NationsRent Companies, Inc. and related financing, including a $500M Rule 144A/Reg S offering of second priority senior secured notes and several tender offers for outstanding notes.
  • Scientific-Atlanta, Inc. in its $7.0B sale to Cisco Systems, Inc.
  • Wm Wrigley Jr. Company in its acquisition financing for the Life Savers and Altoids businesses of Kraft Foods Inc., including a $500M public offering of senior notes

Includes engagements executed prior to joining Mayer Brown LLP

Education

Northwestern University School of Law, JD, cum laude, Associate Editor, Northwestern University Law Review

Augustana College, BA, magna cum laude

Admissions

  • Illinois
  • California

Court

  • US District Court for the Northern District of Illinois

Memberships

  • American Bar Association
  • Society of Corporate Secretaries and Governance Professionals