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Marc J. Adesso

Capital Markets

Marc Adesso focuses his practice on representing emerging and established capital markets participants, including issuers, underwriters, and C-Suite executives. With broad-ranging experience advising public and private companies, including special purpose acquisition companies (SPACS) and real estate investment trusts (REITS), Marc focuses his practice on innovative capital markets transactions, SEC disclosure, corporate governance matters, as well as M&A transactions.

Marc regularly provides advice to clients in the technology, real estate/REIT, cannabis, healthcare, life sciences, and financial service industries in order to create long- and short-term financial solutions focused on enhancing shareholder value. He has extensive experience advising clients in initial public offerings, alternative public offerings, (primary and secondary) registered offerings and complex corporate transactions involving listed securities, including direct listings, reverse mergers, PIPEs, ATMs, Reg A and Rule 144A offerings. In addition to representing entities within the United States, Marc also has experience with complex international and cross-border transactions.

Notable Work

Real Estate Investment Trusts (REITs):

Represented a NYSE-listed self-storage REIT in connection with a $1.4 billion cash-out merger.
Represented a NYSE-listed residential REIT in securing a $750 million credit facility, completing a $400 million bond offering and a $350 million ATM offering.
Represented a NYSE-listed health care REIT in a $247 million underwritten equity offering.
Represented a client in the formation of a cannabis-focused REIT, including its $28.3 million seed financing and sale-leaseback agreements with the world's largest cannabis multi-state operator.
Acted as underwriters’ counsel in initial public offering of Canadian REIT formed to acquire properties leased to cannabis operators in the United States.

Cannabis:

Represented the first cannabis cultivator to have a Form S-1 declared effective by the Securities and Exchange Commission.
Represented the seller in the largest cannabis license sale in the State of Florida, at an aggregate transaction value of $156 million.
Acted as underwriters’ counsel in $125 million initial public offering by Delaware multi-state operator listing on the Canadian Securities Exchange.
Represent numerous multi-state operators and ancillary cannabis industry participants in front of national securities exchanges.
Represented a cannabis industry client in securing the first cannabis industry Form 1-A to be qualified without any comments by the Securities and Exchange Commission.
Represented a cannabis industry client in their successful bid for a joint venture with a major Southern university.
Represented a cannabis industry joint venture between a private corporation and an Israeli government agency.

Healthcare:

Represented a physician practice group seller in a $475 million leveraged buy-out (via merger) by a private equity group.
Represented a Nasdaq-listed behavioral health services provider in need of counsel on compliance obligations related to a $143 million block trade.
Represented clients in numerous initial public offerings of innovative medical device and life science companies.

International Law:

Represented a U.S. subsidiary of an Italian manufacturing company in its sale of a minority interest to a German automaker.
Represented a U.S. subsidiary in its merger and takeover of a Canadian subsidiary's operations of an Italian motor vehicle manufacturer.
Represented a publicly traded U.S. company in a merger with a privately held shipping company based in the Marshall Islands.
Represented an equipment leasing fund managed by a major Australian financial institution with fund management issues and Exchange Act reporting obligations.
Represented an activist investor in a campaign for a board seat and the sale of a Canadian public company's principal asset.

Corporate Finance and Lending:

Represented a Nasdaq-listed bank holding company with a $75 million Rule 144A subordinated note offering.
Represented a hedge fund in closing numerous secured, revolving credit facilities from national lenders for the purchase of marketplace loans.

SPACs:

Represented technology and digital media SPAC in $100 million initial public offering and listing on Nasdaq.
Acted as sponsor’s counsel in $75 million SPAC initial public offering focusing on healthcare and pharmaceutical industry targets.

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Centri Business Consulting Webinar, Speaker, "Opportunities and Challenges in the 2023 Cannabis Market," January 12, 2023

Clerk for The Honorable Sally Lunde, Waukesha County Register in Probate, 2010

Thunderbird Alumni Association, Austin Chapter, Member

Super Lawyers Magazine, 2013, 2015-2020, Named a "Rising Star" for Securities and Finance Law

Marc J. Adesso

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