Overview
Brandon Bortner is a partner in the firm’s Securities & Capital Markets practice and global co-chair of Paul Hastings’ Aerospace, Defense & Security industry group, based in Washington, D.C. He represents issuers, financial sponsors, strategic investors, and investment banks across the full spectrum of public and private capital markets transactions, including initial public offerings, registered follow-on and secondary equity offerings, SPAC business combinations, Rule 144A and Section 4(a)(2) convertible and high-yield debt offerings, ATM programs, PIPE financings, and other strategic and structured financing transactions. He also counsels public companies on SEC reporting, securities disclosure, Regulation S-K and S-X compliance, and corporate governance.
Brandon is widely recognized for his ability to navigate the disclosure, capital structure, and regulatory complexities that arise in transactions involving the U.S. defense industrial base and other mission-critical, highly regulated industries. He has particular experience advising defense technology companies, their underwriters, and their sponsors on capital markets transactions that intersect with CFIUS review, FOCI mitigation under national industrial security policy, U.S. export controls, the Trusted Capital framework, and beneficial ownership and foreign-investment disclosure regimes. Brandon has structured and disclosed cross-border business combinations and follow-on transactions involving allied-nation defense technology platforms, classified contract portfolios, dual-use technologies, and cleared government services providers.
Across sectors, Brandon’s experience with alternative and structured financings includes PIPEs, tax-advantaged IPO structures (including Up-C structures with tax receivable agreements), REIT and UPREIT offerings, ATM programs, convertible and non-convertible preferred stock, capped-call and bond hedge transactions, registered direct offerings, and investment-grade and high-yield debt securities.
Accolades
- The Legal 500 USA, Capital Markets: Equity Offerings
- The Legal 500 USA, Real Estate Investment Trusts (REITS)
- The Legal 500 reported from client testimonials that Brandon Bortner is “responsive, decisive, creative and practical.” 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, JD, 2004
- Washington & Lee University, BA, 2000
Representations
Aerospace, Defense & Security
- Iron Dome Acquisition I Corp. (Nasdaq: IDACU), a SPAC special purpose acquisition company focused on the cybersecurity, defense tech, AI, and data infrastructure industries, on its $150 million initial public offering
- XTEND Defense in its $1.5 billion business combination with JFB Capital Acquisition Corp. (NASDAQ: JFB), a cross-border de-SPAC transaction integrating an Israeli-domiciled tactical unmanned aerial systems platform into a U.S.-listed public company, with related CFIUS and FOCI considerations
- Book-running managers in nLIGHT, Inc. (NASDAQ: LASR), a U.S. producer of high-power semiconductor and fiber lasers serving directed-energy and other defense and industrial applications, in its $175 million underwritten common stock offering
- FACT II Acquisition Corp. in its ongoing $320 million business combination with Precision Aerospace & Defense Group, a producer of mission-critical components for U.S. defense and commercial aerospace OEMs
- V2X, Inc. (NYSE: VVX), a leading provider of mission-essential government services, in multiple registered secondary offerings of common stock by Vertex Aerospace, the sponsor-affiliated selling stockholder
- Joint book-running managers in TAT Technologies Ltd. (NASDAQ: TATT), a cross-border Israeli aerospace systems and MRO provider, in its inaugural U.S. underwritten public offering
- Iron Dome Acquisition I Corp., an acquisition vehicle focused on the cybersecurity, defense technology, and security sectors, in its $150 million initial public offering
Capital Markets: Equity Offerings, IPOs & SPACs
- Smithfield Foods, Inc. and WH Group in Smithfield’s initial public offering and the subsequent $522 million secondary offering by SFDS UK Holdings
- 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 respective 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.
- Digital World Acquisition Corp., a publicly traded SPAC, in its $875 million business combination with TMTG
- Freedom Acquisition I Corp., a publicly traded SPAC, in its $888 million business combination with Complete Solaria, Inc.
- FiscalNote in its $1.3 billion business combination with Duddell Street Acquisition Corp., a publicly traded SPAC
- Marblegate Capital Corp. and Marblegate Acquisition Corp. in their business combination with DePalma Companies
- The Original Fit Factory in its $500 million business combination with ESH Acquisition Corp.
- FACT II Acquisition Corp. in its $175 million initial public offering
- D. Boral Acquisition I Corp. in its $250 million initial public offering
- Xsolla SPAC 1 in its $204 million initial public offering and over-allotment option
- Renatus Tactical Acquisition Corp I in its $210 million initial public offering
- Vendome Acquisition Corporation I in its $200 million initial public offering
- Globa Terra Acquisition Corporation in its initial public offering
Capital Markets: Debt, Convertibles & Hybrid Securities
- Ligand Pharmaceuticals in its $400 million convertible notes offering
- D. Boral Capital in ADS-TEC Energy’s convertible notes offering
- 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 (i) its $330 million Rule 144A convertible senior notes offering and capped call; (ii) its $147 million Rule 144A convertible senior notes offering; (iii) its $310 million follow-on equity offering; (iv) its $750 million acquisition of Trilogy Education and related $200 million direct lender term loan financing; and (v) its $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, and in 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 (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) an exchange offer for outstanding Enterprise Services LLC 7.45% Senior Notes due 2029 and related consent solicitation
- CoreSite Realty Corp. in multiple Section 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, and portfolio company representation of Standard Aero and Vought Aircraft Industries
- 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 their common stock PIPE offerings
- Platinum Equity in connection with financing the acquisition of American Commercial Lines and the 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