Bryan K.Brown

Partner

Houston + 1.832.239.3875

Contact

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Bryan Brown represents issuers, underwriters, and investors in connection with U.S. and global capital markets transactions. He has experience in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on secondary public offerings, investment-grade and Rule 144A debt offerings, and venture capital financings. He also counsels clients on securities compliance, stockholder activism proxy fights and preparedness, corporate governance matters, and public disclosure obligations under the Securities Exchange Act (SEA). In addition, he advises clients on mergers and other acquisition transactions, including negotiated acquisition and dispositions, controlled auctions, exchange offers, tender offers, and related financing transactions.

Bryan has represented public and start-up companies in various industries, including oil and gas exploration and production, oil field services/drilling, other energy-related industries, biotechnology, health care, healthy living, financial services, telecommunications, information technology, automotive, and the industrial and manufacturing sectors.

Bryan is a member of the American Bar Association (where he was an ambassador and committee chair of the Business Law Fellows), the National Association of Corporate Directors, the National Bar Association, and the Society for Corporate Governance.

Expérience

  • TotalEnergies completes PIPE investment in NextDecade Corporation and investment in $18.5 billion Rio Grande LNG ProjectJones Day represented TotalEnergies in connection with its PIPE investment in NextDecade Corporation and investment in the Rio Grande LNG (RGLNG) Project, a planned natural gas liquefaction project in South Texas.
  • BofA Securities and other underwriters complete $1.15 billion public offering of Notes by eBay Inc.Jones Day represented BofA Securities, Inc. and the other underwriters in connection with the public offering by eBay Inc. of (i) $425 million aggregate principal amount of 5.900% Notes due 2025, (ii) $300 million aggregate principal amount of 5.950% Notes due 2027 and, (iii) $425 million aggregate principal amount of 6.300% Notes due 2032.
  • Libbey Glass refinances term loan agreementJones Day represented Libbey Glass LLC and certain of its affiliates in connection with the refinancing of its term loan credit agreement with Alter Domus (US) LLC, as administrative agent and collateral agent, for a syndicate of lenders.
  • NerdWallet acquires On The Barrelhead for $120 millionJones Day advised NerdWallet, Inc. (Nasdaq: NRDS), a platform that provides financial guidance to consumers and small- and mid-sized businesses, in its acquisition of On the Barrelhead, Inc. for total consideration of $120 million, consisting of approximately $70 million in cash and $50 million in NerdWallet Class A common stock.
  • Citigroup Global Markets, as representative of several underwriters, complete $350 million Senior Notes offering by KB HomeJones Day represented Citigroup Global Markets Inc., as representative of the several underwriters, in connection with the public offering by KB Home of $350 million aggregate principal amount of 7.250% Senior Notes due 2030.
  • Medifast enters into accelerated share repurchase agreement with JPMorgan Chase, National AssociationJones Day represented Medifast, Inc. in connection with an accelerated share repurchase agreement entered into with JPMorgan Chase, National Association to repurchase $100 million of the company's Common Stock.
  • Simpson Manufacturing Company announces offer to acquire Etanco GroupJones Day advised Simpson Manufacturing Company, Inc. in the €725 million acquisition of the Etanco Group.
  • BofA Securities, as representative of the several underwriters, completes $390 million Senior Notes offering and tender offer by KB HomeJones Day represented BofA Securities, Inc., as representative of the several underwriters, and as dealer manager, in connection with the public offering and tender offer by KB Home, one of the nation’s largest homebuilders, of $390 million aggregate principal amount of 4.00% Senior Notes due 2031.
  • Citigroup Global Markets acts as lead underwriter on $2.5 billion Senior Unsecured Notes offering by eBay Inc.Jones Day represented Citigroup Global Markets Inc. and the other underwriters, in connection with eBay’s registered offering of (i) $750 million aggregate principal amount of its 1.400% Notes due 2026, (ii) $750 million aggregate principal amount of its 2.600% Notes due 2031 and, (iii) $1.0 billion aggregate principal amount of its 3.650% Notes due 2051.
  • Universal Weather and Aviation fuel business sold to World Fuel Services for $170 millionJones Day advised Universal Weather and Aviation in the $170 million carve-out sale of its aviation fuel business to World Fuel Services, Inc.
  • Diversenergy acquired by Stabilis Energy, Inc. and forms Energía Superior Gas Natural LLC joint ventureJones Day advised Diversenergy, LLC in its acquisition by Stabilis Energy, Inc. and the formation of a joint venture named Energía Superior Gas Natural LLC between Grupo CLISA, Stabilis Energy, Inc. and the former owners of Diversenergy to develop the LNG market in Mexico.

    • The following represents experience acquired prior to joining Jones Day.

    Capital Market Transactions

    Represented an international offshore drilling company in a $1.225 billion Rule 144A offering of secured notes.

    Represented an international offshore drilling company in a debt consent solicitation.

    Represented an international offshore drilling company in: a debt consent solicitation; a $135 million Rule 144A offering of secured notes; and numerous underwritten equity offerings.

    Represented an international offshore drilling company in numerous underwritten equity offerings.

    Represented an international oil field service company in a cash tender offer for convertible senior debentures.

    Represented a diversified manufacturing company in a modified Dutch auction tender offer for senior secured notes.

    Represented an oil field service company in a $150 million Rule 144A offering of convertible notes.

    Represented an international energy services company in a $175 million Rule 144A offering of notes.

    Represented an international energy services company in a $150 million Rule 144A unit offering of notes and warrants.

    Represented a biotechnology company in a $58 million underwritten offering of common stock.

    Represented a telecommunications company in a $70 million underwritten unit offering of common stock and warrants.

    Represented an oil field services company in a $51 million underwritten offering of common stock.

    Represented an oil and gas exploration and production company in a $20 million private placement of common stock.

    Mergers, Acquisitions, and Dispositions

    Represented an oil and gas drilling company in a merger transaction with a rival drilling company.

    Represented an offshore drilling service provider in a merger transaction with another Texas-based offshore drilling company.

    Represented a pipeline company in a cross-border merger transaction with a Canadian energy transportation company.

    Represented an oil and gas property developer in the acquisition of an oil and gas E&P company with properties located offshore in the Gulf of Mexico and off the coasts of Louisiana and Texas.

    Represented a land development and engineering company in its acquisition by an Austin-based aerospace company.

    Represented a private buyer in the acquisition of a Houston-based demolition contractor.

    Represented Meritor, Inc. (NYSE: MTOR) in the carve-out sale of its Mascot Remanufacturing Operations.

    Represented a financial services company in connection with its acquisition of a hedge fund manager.

    Represented a fund sponsor in connection with its acquisition of a metal fabrication company.

    Represented a private seller in the sale of a professional employer organization.

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    December 2022 Commentary

    SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures

    December 2022 Commentary

    SEC Updates Guidance on Non-GAAP Financial Measures

    December 2021 Alert

    ESG and Moves to the Lone Star State

    December 2021

    SEC Proposes Amendments Regarding Rule 10b5-1 Trading Plans and Share Repurchase Disclosure Rules

    DECEMBER 2020 Alert

    SEC Announces First-Ever Charges Against a Company for Misleading Disclosures About Effects of COVID-19 Pandemic

    December 2020 Commentary

    SEC Adopts Amendments to Modernize, Simplify, and Enhance Financial Disclosure Requirements in Regulation S-K

    August 2020 Commentary

    SEC Adopts Updates to Proxy Voting Advice Regime

    April 2020 White Paper

    COVID-19-Related Disclosure Considerations for Upcoming Periodic SEC Reporting

    Autres publications

    • May 2021
      Exchange Act Disclosure in a COVID-19 Pandemic Environment

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    November 6-8, 2023 Speaking Engagements

    PLI's 55th Annual Institute on Securities Regulation

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