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Kerry Shannon Burke is a vice chair of the firm's corporate group. Ms. Burke has been helping public and private companies structure and execute capital markets and finance transactions and navigate the pitfalls of public company reporting and governance for over 20 years. Ms. Burke regularly represents issuers, ranging from development stage ventures to large public companies, as well as underwriters and other institutional investors, with private and public debt and equity financings. She is a "go-to" advisor for large public companies on corporate governance, SEC reporting and compliance program design. Ms. Burke also assists private companies on governance and IPO readiness matters, including with respect to board and committee independence, internal and disclosure controls and similar matters.

Ms. Burke has particular expertise counseling clients on the Investment Advisers Act and assists investment advisers, including private equity funds, hedge funds and venture capital funds, on various status questions and ongoing compliance matters.

Transactional

Representative Capital Markets Transactions

  • Uber Technologies, Inc. in connection with its initial public offering. 
  • Eli Lilly in various debt offerings, including $10.9 billion of senior notes, €3.7 billion of Eurobonds, ¥79.9 billion of senior notes and CHF1.2 billion of notes.
  • Avnet in $1.2 billion of registered debt offerings.
  • Republic Services in $3.35 billion of senior notes offerings.
  • Omeros Corporation in various common stock and pre-funded warrant offerings, a $210 million convertible notes offering and at-the-market facilities.
  • Edison International in a $1.5 billion at-the-market facility.
  • REGENXBIO in various common stock offerings.
  • Salix Pharmaceuticals in a $750.0 million high yield bond offering.
  • Pepco Holdings and its subsidiaries in over $9.6 billion of private and public securities offerings, including issuances of first mortgage bonds, senior notes, “fading lien” bonds, tax-exempt bonds and common stock.
  • A foreign gaming company in a U.S. offering of ordinary shares.
  • Various public company issuers, including Bristol-Myers Squibb, Eli Lilly and Pepco Holdings in debt tender offers and related consent solicitations.
  • Humacyte in $375 million of preferred stock offerings.
  • XLHealth in a $240 million private placement to a private equity investor and in a preferred stock investment by venture capital investors.

Representative Finance Transactions

  • Avnet in its $1.25 billion senior unsecured credit facility and $900 million securitization facility.
  • A pharmaceutical company in its $10 billion unsecured credit facility.
  • A pharmaceutical company in $21.8 billion of various unsecured credit facilities.
  • A foreign gaming company in its syndicated secured term loan B facility and its secured “sidecar” facility.
  • Pepco Holdings and its subsidiaries in their significant finance matters, including syndicated and bilateral credit facilities, commercial paper programs, bridge acquisition facilities, a credit intermediation arrangement and various swap transactions.
  • SandRidge Energy in its $900 million secured (borrowing base) credit facility.
  • A private specialty pharmaceutical company in its senior secured credit facility.
  • Various borrowers in connection with acquisition finance facilities.
  • Lenders in the refinancing of the senior secured credit facility for the Capital One Arena.
  • Various emerging growth companies in bridge financings and in secured lines of credit.

Advisory

  • Various public companies and their boards on securities reporting and corporate governance matters, including board and committee independence, committee charters, codes of ethics, governance guidelines, insider trading, share repurchase programs, internal and disclosure controls, related party transactions and similar matters.
  • Various public and private companies in derivatives transactions.
  • Various private funds with the investment adviser registration process, including drafting Form ADVs and compliance policies and procedures.
  • Various investment advisers with ongoing compliance advice, including on conflicts of interest, fees, custody, pay-to-play, performance advertising, foreign adviser issues and OCIE examination issues.

Pro Bono

  • Counseled a large museum and research organization on outstanding debt instruments.
  • Washington DC Super Lawyers, Securities & Corporate Finance (2014-2016)
  • Legal 500 US, Finance - Capital Markets (2013-2014, 2017)