Craig E. Marcus
Craig Marcus co-chairs the firm’s capital markets group. A leading capital markets and private equity attorney, Craig is a trusted advisor to many prominent public companies—as well as some of the nation’s foremost private equity sponsors and alternative asset managers—in their capital raising and strategic transactions. Institutional investors also turn to Craig for sophisticated SEC reporting guidance related to their investment positions.
Craig has led a number of high profile initial public offerings, including Domino’s Pizza and Dunkin’ Brands, and has developed a particular expertise in navigating the IPO process for private equity portfolio companies. His innovation in all aspects of capital markets financing is especially valued by clients in the health care, consumer retail, industrials and technology industries. He has also been involved in several high-profile whole business securitization transactions, including the first of its kind over a decade ago.
Longtime clients recognize Craig as a committed, savvy negotiator with extensive experience in all of the details of the IPO process. Craig also provides clients with valuable insight on a wide range of corporate governance, executive compensation and disclosure matters.
Top legal publications and directories consistently recognize Craig as a leader in his field, and he is frequently quoted in articles on capital markets trends and innovations.
- Represented Dunkin’ Brands Group Inc., one of the leading franchisors of quick service restaurants, including Dunkin’ and Baskin-Robbins, in its $11.3 billion sale to Inspire Brands Inc.
- Represented the lead underwriters in connection with the $550 million IPO and concurrent $250 million tangible equity unit offering of Change Healthcare Inc., a leading independent health care technology platform that provides data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in the U.S. healthcare system.
- Represented Osmotica Pharmaceuticals plc, a fully integrated biopharmaceutical company focused on the development and commercialization of specialty products that target markets with underserved patient populations, in its IPO.
- Represented The Wendy’s Company in connection with the refinancing of its whole business securitization facility.
- Represented PQ Group Holdings Inc., a provider of performance chemicals, catalysts, and specialty glass materials and a portfolio company of CCMP, in its $500 million IPO.
- Represented the lead underwriters in connection with the $1.9 billion IPO of Altice USA, Inc., a leading cable operator that provides telecommunications, media, and entertainment services in the United States.
- Represented Change Healthcare in its $1.235 billion 144A offering of senior notes that were used to fund, in part, the combination of substantially all of Change Healthcare’s business and the majority of McKesson’s Technology Solutions business.
- Represented Trinseo S.A., a leading global materials company engaged in the manufacture and marketing of emulsion polymers and plastics and a portfolio company of Bain Capital, in its $218 million IPO as well as a number of secondary offerings.
- Represented Morgan Stanley, Goldman, Sachs & Co., BofA Merrill Lynch and Deutsche Bank Securities, as representatives of the underwriters, in connection with the $627 million IPO of Sabre Corporation, a leading technology solutions provider to the global travel and tourism industry.
- Represented Milacron Holdings Corp., a CCMP portfolio company, in a number of secondary offerings.
- Represented Lantheus Medical, an Avista Capital portfolio company, in a number of secondary offerings.
- Represented Avista Capital, as selling shareholder, in a number of secondary offerings of AngioDynamics.
- Represented Entegris, Inc., a worldwide developer, manufacturer and supplier of products and materials used in processing and manufacturing in the microelectronics and other high-technology industries, in its $1.15 billion acquisition of ATMI, Inc.
- Represented Entegris, Inc. in its $360 million 144A offering of senior unsecured notes that were used to fund, in part, its acquisition of ATMI, Inc.
- Represented Bright Horizons in connection with its $220 million IPO as well as a number of secondary offerings.
- Represented Dunkin’ Brands, the parent company of Dunkin’ Donuts and Baskin Robbins and a portfolio company of Bain Capital, The Carlyle Group and THL Partners, in its $1.9 billion recapitalization and its $400 million IPO as well as a number of secondary offerings.
- Represented Avista Capital Partners in the $375 million sale of its portfolio company, Navilyst Medical, a leading provider of innovative, minimally invasive medical devices for vascular access, surgery, peripheral vascular disease and oncology, to AngioDynamics, Inc. for a combination of cash and stock consideration.
- Represented OSI Restaurant Partners, LLC, an operator of a portfolio of restaurant brands comprised of Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar and Roy's, in connection with the tender offer for, and related redemption and discharge of, all outstanding 10% Senior Notes Due 2015 in connection with the IPO of its parent company, Bloomin’ Brands, Inc.
- Represented Emdeon Inc., a provider of revenue and payment cycle management solutions that connect payers, providers, and patients, in its $375 million 11% senior notes offering and its $375 million 11¼% senior notes offering that were used to fund, in part, its $3 billion going private transaction led by The Blackstone Group.
- Represented Avaya, a global business communications systems provider and a portfolio company of Silver Lake Partners and TPG Capital, in its $1 billion 144A high yield offering.
- Represented Liberty Global in structuring and issuing an aggregate of €2.7 billion ($4.0 billion equivalent) of senior secured notes and senior notes in connection with its acquisition of Unitymedia, Germany’s second largest communications services provider, in the largest secured notes offering in European high yield history.
- Represented Millipore Corporation, a leading life sciences company, in its $7.2 billion sale to Merck KGaA.
- Represented SSI Investments II Limited, a portfolio company of Berkshire Partners, Advent International and Bain Capital, in connection with its $310 million 144A high yield offering to finance the $1.2 billion acquisition of Skillsoft plc, a SaaS provider of on-demand e-learning and performance support solutions.
- Represented Kohlberg Capital, a business development company, in connection with its $200 million IPO.
- Represented Domino’s Pizza in connection with its $339 million IPO as well as a promotional advertising campaign involving the issuance of shares of common stock.
- Quoted, “Equity Underwriters’ Fee Haul Eclipses that of Fixed-Income Colleagues,” Financial Times (April 2, 2021)
- Quoted, “Are retail investors changing the rules of the game?,” The Banker (March 23, 2021)
- Featured, “The American Lawyer's 2021 Dealmakers of the Year,” The American Lawyer (March 22, 2021)
- Quoted, “DealBook: Cashing in on Meme-Stock Mania,” The New York Times (February 5, 2021)
- Quoted, “3 Questions Looming For The 2021 IPO Market,” Law360 (January 3, 2021)
- Co-author, “SEC Adopts Amendments to MD&A and Financial Disclosures,” Practical Guidance (December 17, 2020)
- Quoted, “ZoomInfo’s strong stock debut shows signs of life in once-stalled IPO market,” The Boston Globe (June 4, 2020)
- Quoted, “1 Firm Edged Ahead In March As IPOs Finally Gain Steam,” Law360 (April 3, 2019)
- Co-author, “Market Trends 2017/18: Shelf Registrations and Takedowns,” LexisNexis (May 24, 2018)
- Co-author, “Dunkin’ Brands and SEC Economic Relevance Exclusion of Shareholder Proposal,” Harvard Law School Forum on Corporate Governance and Financial Regulation (March 11, 2018)
- Quoted, “Dropbox Could Set Tone For More 'Unicorn' IPOs,” Law360 (February 27, 2018)
- Quoted, “4 Firms To Guide IPOs Surpassing $1.8B,” Law360 (October 13, 2017)
- Co-author, “Market Trends: Shelf Registrations and Takedowns,” Lexis Practice Advisor (May 9, 2017)
- Quoted, “6 Firms To Guide PE-Heavy IPOs Totaling $1.6B,” Law360 (May 20, 2016)
- Quoted, “Capital Calls: Financial sponsor secondary offerings off to a quiet start,” The Deal (February 16, 2016)
- Quoted, “3 Takeaways From DuPont's Proxy Battle Victory Over Trian,” Law360 (May 15, 2015)
- Quoted, “4 Takeaways From The Current Proxy Season,” Law360 (May 7, 2015)
- Featured, “Proxy Access Proposals: What’s Next for U.S. Companies?” Bloomberg BNA Corporate Counsel Weekly (April 22, 2015)
- Quoted, “Renewed Confidence Drives Hot Market For PE-Backed IPOs,” Law360 (June 20, 2014)
- JD, Columbia University School of Law, 1996; Harlan Fiske Stone Scholar; Senior Editor, Columbia Law Review
- BA (Economics), with distinction in all subjects, Cornell University, 1993
Admissions / Qualifications
- Massachusetts, 1996
- New York, 2012
- The American Lawyer “Dealmakers of the Year” (2021)
- Lawdragon 500 - Leading Dealmakers in America (2021)
- Legal 500 (2014-2015, 2018, 2020)
- Chambers Global: The World's Leading Lawyers in Business (2015)
- IFLR 1000: The Guide to the World’s Leading Financial Law Firms, Leading Lawyer (2013-2017), Highly Regarded (2018-2020)
- Chambers USA: America's Leading Lawyers for Business (2009-2013, 2018-2020)
- The Best Lawyers in America (2014-2021)
- Massachusetts Super Lawyers (2012)
- BTI Client Service All-Star (2007)