Rachael M. Bushey is a partner in the Life Sciences group at Goodwin and Co-Chair of Goodwin’s Philadelphia office. She is a former member of the firm's Executive Committee. She joined the firm in 2023. Rachael represents public and private life sciences companies in connection with a variety of capital markets transactions; Securities Exchange Act work; mergers and acquisitions; complex divestitures and carve-out transactions. In addition to day-to-day corporate counseling and strategic advice, she also regularly provides counseling to boards of directors and senior management on a wide range of corporate governance and compliance matters. Rachael has significant experience negotiating transactions with pharmaceutical and biotechnology companies in the US, Europe, and Asia.

REPRESENTATIVE MATTERS

CAPITAL MARKETS TRANSACTIONS

• Represented Larimar Therapeutics in its $150 million follow-on offering
• Represented Sagimet in its $85 million initial public offering
• Represented a biotechnology company utilizing a comprehensive cell therapy platform to develop allogeneic cell therapies in its $242.7 million initial public offering*
• Represented a clinical-stage biopharmaceutical company in its $45.2 million initial public offering*
• Represented a commercial-stage biotechnology company developing surgical reconstruction products in its $60 million initial public offering*
• Represented a syndicate of underwriters led by SVB Leerink in connection with a clinical-stage biopharmaceutical company’s public offering of common stock*
• Represented SVB Leerink and the syndicate of underwriters in ATM work for a clinical-stage biopharmaceutical company*
• Represented a syndicate of placement agents in its $30 million registered direct offering of a pharmaceutical logistics company*
• Represented a specialty pharmaceutical company in its $35 million follow-on public offering*
• Represented a commercial-stage device company in connection with its initial public offering of common stock through a syndicate of underwriters*
• Represented a pre-clinical company in connection with its initial public offering of common stock through a syndicate of underwriters*
• Represented a clinical-stage pharmaceutical company in connection with its initial public offering of common stock through a syndicate of underwriters led by Leerink and Cowen*
• Represented a medical device company in connection with its tender offer to purchase $161.5 million of convertible junior subordinated debentures led by Banc of America Securities and Wachovia Securities*
• Represented a pharmaceutical packaging company in connection with its $168 million private placement of unsecured notes*
• Represented a biotech company in connection with its $50 million CMPO*
• Represented a specialty pharmaceutical company in connection with its $50 million follow-on offering*
• Represented a specialty pharmaceutical company in connection with its registration of privately placed
• securities*

*Denotes experience prior to joining Goodwin.

M&A TRANSACTIONS

• Represented Societal CDMO in its sale to CoreRx
• Represented Globus Medical in its $3.1 billion merger with NUVASIVE
• Represented Akari Therapeutics in its definitive merger with Peak Bio Inc.
• Represented Century Therapeutics in its acquisition of Clade Therapeutics and its $60 private placement
• Represented Baudax Bio in its acquisition of TeraImmune, Inc.
• Represented ReWalk Robotics Ltd. in its acquisition of AlterG, Inc.
• Represented CDMO Center for Breakthrough Medicines in its sale of a controlling interest to SK pharmteco
• Represented Zynerba Pharmaceuticals in its $60 million sale to Harmony Biosciences Holdings, Inc.
• Represented a global health care leader in drug development in its recent acquisition of a privately held biotechnology company creating a new class of disease-modifying therapeutics for patients with axonal degeneration*
• Represented an early-stage biotechnology company developing adeno-associated virus (AAV)-based gene therapies for devastating cardiovascular and central nervous system diseases resulting from BAG3 gene variants, in a reverse merger with a special purpose acquisition company, for a total deal value of $95.1 million*
• Represented a clinical stage biopharmaceutical company developing immune-modulating therapies targeting cancer, ARS, inflammatory and autoimmune diseases, and viruses, including COVID-19, in its reverse merger with a clinical-stage biotechnology company focused on oncology development*
• Represented a contract development and manufacturing organization (CDMO), in its acquisition of a San Diego-based CDMO, for a combination of stock, cash, and promissory notes*
• Represented a biotech company in its acquisition of product assets (including a license and supply agreement for certain technologies) and a contract manufacturing business from a global pharmaceutical company*
• Represented a contract sales and diagnostic company in the divestiture of its contract sales business*
• Represented a publicly traded international generic pharmaceutical company in the potential acquisition of a generic pharmaceutical company*
• Represented a medical device company in connection with its equity investment in a digital health company*
• Represented a private drug company in its acquisition of certain products assets from a publicly traded drug company and subsequent license for technologies*
• Represented a leading publicly traded packaging and drug delivery device company in connection with the acquisition of a wearable patch injector*
• Represented a public packaging and device company in connection with its acquisition of product assets and intellectual property for needle safety shield technologies*
• Represented a diagnostic company in its divestiture of diagnostic assets and a manufacturing facility*

*Denotes experience prior to joining Goodwin.

PROFESSIONAL ACTIVITIES

• Member, Capital Advisory Board, Science Center
• Member, Board of Directors, Life Sciences Pennsylvania (LSPA)
• Member, Advisory Board, Life Science Cares Pennsylvania

PROFESSIONAL EXPERIENCE

Previously, Rachael served as vice president, deputy general counsel, and corporate secretary for West Pharmaceutical Services, Inc. She is a frequent guest speaker on strategic transactions and corporate issues affecting life sciences companies.

RECOGNITION & AWARDS

• 2024 Dealmakers of the Year Award – The American Lawyer
• Business Today Lawyers Awards 2023---Top 10 Corporate M&A and Private Equity Lawyers 2023
• Legal 500 US, Life Sciences, 2023
• LMG Life Sciences: Life Sciences Star, Corporate, Licensing & Collaboration, Mergers & Acquisitions, 2022
• Lawdragon’s 500 Leading Dealmakers in America, 2021-2022 and 2024
• Recipient of the “Most-Effective Dealmaker Award” from The Legal Intelligencer, 2022
• Philadelphia Business Journal’s “Women of Distinction,” 2021
• Chambers USA: Corporate/M&A & Private Equity, Pennsylvania (Philadelphia), 2021-2025
• USA Women Leaders & Top Dealmaker Awards, M&A, Restructuring Leader & Dealmaker for 2020
• Selected for the Philadelphia Business Journal’s “Best of the Bar: Philadelphia’s Top Lawyers” for 2019
• Recommended for Finance, Capital Markets, Equity Offerings, M&A/corporate and commercial: M&A: middle-market (sub-$500m) in The Legal 500 United States

PUBLICATIONS

• Moderator, “Life Sciences Pennsylvania Board in Retirement, A Leadership Panel,” LSPA Headquarters, December 8, 2022
• Panelist, “Pathways to Going Public: A 2023 Preview to Alternative Financing Strategies,” Chardan’s 6^th Annual Genetic Medicines Conference, October 3, 2022
• Panelist, “Has Biotech Peaked?,” Locust Walk Webinar, November 16, 2021
• Panelist, “Health Care and Life Sciences: What Is Fueling Investor Excitement,” Troutman Pepper and Simmons & Simmons Webinar, October 12, 2021
• Panelist, “Capital Collaboration: Investing in the Life Sciences,” 2021 Life Sciences Future – BioPharm Conference, October 6, 2021
• Panelist, “De-Mystifying Life Science Investing Panel and Discussion,” Fitler Club, May 6, 2021
• Speaker, “Current Life Sciences Trends: IPOs and SPACs,” BioBreak, April 15, 2021
• Speaker, “Show Me the Money: Guidance for Life Sciences Founders and Principals,” February 4, 2020
• Served as conference chair of “Life Sciences Future – BioPharm Conference 2020,” where she led a conversation with Michelle McMurry-Heath, MD, PhD, president & CEO at BIO, and held a fireside chat with Janet Woodcock, MD, director of the Center for Drug Evaluation and Research (CDER), Food and Drug Administration (FDA), September 20, 2020
• Co-Host, Being a Life Sciences Leader: A Life Sciences Pennsylvania Podcast
• Co-Author, “SEC’s Division of Corporation Finance Revises CD&Is on Non-GAAP Financial Measures,” Troutman Pepper, December 16, 2022
• Co-Author, “Going Public? For Life Sciences Companies, Pivoting in a Down Market,” Reuters, November 17, 2022
• Co-Author, “Get Ready for the Biotech Market Rebound,” Reuters, July 28, 2022
• Co-Author, “What’s Next in Biotech’s Deal Playbook?,” Life Science Leader, July 1, 2022
• Co-Author, “Troutman Pepper and Philadelphia Alliance for Capital and Technologies (PACT),” Troutman Pepper, June 2, 2022
• Co-Author, “SEC Proposes Rule Amendments for Beneficial Ownership Reporting,” Troutman Pepper, February 28, 2022
• Co-Author, “SEC Proposes Rule Changes Shortening the Securities Settlement Cycle to T+1 By March 31, 2024,” Troutman Pepper, February 28, 2022
• Co-Author, “SEC Proposes Rule Amendments Relating to Rule 10b5-1 and Insider Trading,” Troutman Pepper, December 17, 2021
• Co-Author, “SEC Proposes Rule Amendments to Improve Disclosures Relating to Share Repurchases,” Troutman Pepper, December 16, 2021
• Quoted, “Is a Rebound in the Offing for Biotech Investment?” Alternatives Watch, August 17, 2022

EDUCATION

• JD, Villanova University Charles Widger School of Law, 2003
• BA, Lafayette College, 2000

ADMISSIONS

Pennsylvania

U.S. District Court for the District of New Jersey