Wagner R. Dias da Silva

Wagner Dias da Silva is a corporate lawyer with a broad-based corporate and securities practice. He has counseled clients in connection with public and private or exempt offerings of equity and debt securities; secured and unsecured debt financings and refinancings; private equity and venture capital investments; mergers and acquisitions; tender offers; recapitalizations; going-private transactions; formation of, and investment in, private investment funds; and securities and other regulatory matters. 

Wagner also assists publicly held clients with public reporting and disclosure, regulatory compliance (including Sarbanes-Oxley, Dodd-Frank and securities exchange compliance), director and officer fiduciary duties, and corporate governance and policies and has considerable experience with registration and regulation of investment companies and investment advisers.

Prior to entering the University of Oklahoma, Wagner attended law school at Universidade Presbiteriana Mackenzie, Faculdade de Direito, in his hometown of Sao Paulo, Brazil. His career experience includes working as a certified translator and interpreter (Portuguese/English) and as an English instructor to Brazilian business executives.

He is fluent in Portuguese and proficient in Spanish.

• Represented an Oklahoma-based oil and natural gas production and exploitation company in the issuance of $400 million of its 8.25% Senior Notes in a Rule 144A debt offering, and the subsequent exchange offer of the 144A notes for registered notes.
• Represented an Oklahoma-based oil and natural gas production and exploitation company in a tender offer for $325 million of its 8.5% outstanding Senior Notes and redemption of all notes not tendered in the tender offer.
• Represented an Oklahoma-based oil and natural gas production and exploitation company in the issuance of $400 million of its 7.625% Senior Notes in a Rule 144A debt offering, and the subsequent exchange offer of the 144A notes for registered notes.
• Represented an Oklahoma-based oil and natural gas production and exploitation company in the issuance of $150 million of its 7.625% Senior Notes in a Rule 144A debt offering.
• Represented an Oklahoma-based oil and natural gas production and exploitation company in a $345 million private placement of its common stock to a private equity fund.
• Represented a Tulsa-based oil and natural gas exploration company in the private offering of $275 million of common stock and $275 million of notes and warrants to a private investor group.  The transaction resulted in a change of control of the company.  
• Represented a publicly held Tulsa-based oil and natural gas exploration company in the establishment of an at-the-market offering program for up to $25 million of the company’s common stock.
• Represented a public educational software company based in Oklahoma City in a going-private transaction.
• Represented a publicly held Tulsa-based oil and natural gas exploration company in its acquisition of a privately held Texas entity in a merger valued at $286 million.
• Represented various issuers in ongoing public reporting and corporate governance matters.
• Represented issuers in preparation of private placement memoranda and private placements of debt and equity securities for banking institutions, technology companies, venture capital funds, hedge funds, real property developers, healthcare companies and hospitals, and oil and gas companies.
• Represented investment advisers in connection with SEC and state investment adviser registration and exempt adviser reporting on Form ADV.
• Represented sponsors of exchange traded funds and mutual funds in connection with SEC registration and regulatory compliance under the Investment Company Act of 1940 and Securities Act of 1933, including exemptive order applications, 38a-1 compliance programs, Form N-1A registration statements, Form N-CSR shareholder reports, Form N-Q and Form N-PX filings, 17j-1 reports and board of directors best practices.