
Overview
Brandon Bortner is a partner in the Securities & Capital Markets practice, based in the firm’s Washington, D.C. office. Brandon advises clients on a broad range of corporate and securities matters, with a particular emphasis on capital markets transactions, public and private financings, and ongoing public company representation. His practice spans a broad range of industries, with extensive experience in the technology, industrial, real estate, aerospace and defense, and life sciences sectors.
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, special purpose acquisition companies (SPACs) and other financing transactions.
A significant portion of his practice involves ongoing general corporate counseling for clients on matters such as SEC reporting compliance, securities disclosure and corporate governance.
Brandon also has extensive experience with alternative financings, including Private Investments in Public Equity (PIPEs), 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.
Accolades
- Capital Markets: Equity Offerings, Legal 500 USA, (2022–23)
- Real Estate Investment Trusts (REITs), Legal 500 USA (2022)
- Legal 500 reported from client testimonials that Brandon Bortner is “responsive, decisive, creative and practical” and separately a client noted “deep expertise, practical advice, highly responsive.” 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, J.D.
- Washington and Lee University, B.A.
Representations
Aerospace, Defense & Defense Technology
- XTEND in its $1.5 billion business combination with JFB (2026)
- FACT II Acquisition Corp. in its $320 million business combination with Precision Aerospace & Defense Group (2025)
- V2X, Inc. in multiple secondary offerings of common stock by Vertex Aerospace (2025)
- Joint book-running managers in TAT Technologies’ inaugural U.S. underwritten public offering (2025)
- Book-running managers in nLIGHT, Inc.’s $175 million common stock offering (2026)
Capital Markets: Equity Offerings, IPOs & SPACs
- Renatus Tactical Acquisition Corp I in its $210 million initial public offering (2025)
- Smithfield Foods, Inc. and WH Group in Smithfield’s initial public offering and subsequent $522 million secondary offering by SFDS UK Holdings (2025)
- D. Boral Acquisition I Corp. in its $250 million initial public offering (2026)
- Xsolla SPAC 1 in its $204 million initial public offering and over-allotment option (2026)
- Vendome Acquisition Corporation I in its $200 million initial public offering (2025)
- Globa Terra Acquisition Corporation in its initial public offering (2025)
- FACT II Acquisition Corp. in its $175 million initial public offering (2024)
- Freedom Acquisition I Corp., a publicly traded special purpose acquisition company, in its $888 million business combination with Complete Solaria, Inc. (2023)
- 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 with TMTG
- AvidXchange Holdings, Inc., CoreSite Realty Corp., Teladoc Health, Inc., Clearside Biomedical, Inc., CommScope Holding Company, Inc., K12, Inc., Pattern Energy Group, Inc. and Selecta Biosciences, Inc. in their initial public offerings
- Underwriters in initial public offerings by Eloqua, Inc., Booz Allen Hamilton Holding Corp., Intellia Therapeutics, Inc., NTELOS Holdings Corp., Navigator Holdings Ltd., NRG Yield, Inc. and Ra Pharmaceuticals, Inc.
Capital Markets: Debt, Convertibles & Hybrid Securities
- Ligand Pharmaceuticals in its $400 million convertible notes offering (2025)
- D. Boral Capital in ADS-TEC Energy’s convertible notes offering (2025)
- The Original Fit Factory in its $500 million business combination with ESH Acquisition Corp. (2025)
- Marblegate Capital Corp. and Marblegate Acquisition Corp. in their business combination with DePalma Companies (2025)
- 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
- 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, Inc. 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 equity 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 million 1.750% Senior Notes due 2026, and (C) £250 million 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 Realty Corp. in multiple 4(a)(2) senior notes offerings and multiple block trades by The Carlyle Group
- Underwriters in ExxonMobil’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
Private Equity, Sponsor & PIPE Transactions
- 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 million convertible preferred stock PIPE in Genesee & Wyoming
- The Carlyle Group in numerous acquisition financings and securities offerings, including the acquisitions of CommScope, Sequa, and Open Solutions
- 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 offerings
- 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
- Adimab, LLC in its holding company restructuring and financing