At the start of 2017, it wasn’t at all uncommon to find the in-house lawyers on the M&A team at payments startup Square Inc. debating in front of a whiteboard filled with annotated timelines, with take-out boxes—from Square-owned food delivery service Caviar—strewn about the room.
That’s how Jason Gao, corporate and securities lead and assistant secretary, and his colleagues often found themselves as the in-house lawyers prepared for the company’s biggest corporate transaction of the year: its convertible notes offering.
Square’s corporate and securities lawyers were integral in negotiating a private placement offering of $440 million in convertible senior notes with Goldman Sachs and J.P. Morgan. The offering resulted in more than $390 million in net proceeds for Square in roughly one month.
“This gave the company the increased flexibility to continue to grow operationally and invest in new opportunities,” Gao said, in an email interview.
The finance team recognized the opportunity “to strengthen the balance sheet” at the beginning of the year. The lawyers reacted quickly, planning a kick-off meeting in early February with the deal closing in early March.
To make the deal happen, Square’s attorneys divided the transaction into three parts and “mapped each moving part on a daily basis,” Gao said.
Gao led the deal and managed the offering document and disclosure while colleague Yui Le drove negotiations of the purchase agreement and lock-ups with Goldman Sachs and J.P. Morgan. Kimberly Kim was tasked with leading the “hedging and warrant instruments that were layered on top of the convertible notes.”
The in-house corporate deal team was central to most of the action related to the offering. But they shared some of the work with other employees in legal, finance and investor relations. The team relied on Wilson Sonsini Goodrich & Rosati, which “also shared in many late night drafting sessions,” Gao said.
In addition to the offering, this year, Square’s M&A lawyers worked on its $25 million investment in Eventbrite, a transaction which was announced in September. Aside from the investment, the two announced a strategic partnership in which Square will drive Eventbrite’s payments systems for online, mobile and in-person transactions.
“Much like our other legal teams at Square, the corporate legal team is versatile and dynamic,” Gao said. “We believe in developing well-rounded attorneys by having teams work on a variety of initiatives to expose team members to a myriad of legal challenges so they are better equipped to provide good counsel and spot issues.”