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Justin Jackson

Shareholder

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  • Overview
  • Experience
  • Honors & Involvement
Bio overview

Justin Jackson counsels companies and individuals in a wide array of corporate and securities transactions. He has assisted clients with public and private offerings of equity and debt securities; secured and unsecured debt financings and refinancings; private equity and venture capital investments; arrangements between equity owners; executive employment and compensation plans and agreements; executive severance arrangements; mergers and acquisitions; tender offers; recapitalizations; going-private transactions; share repurchase programs; formation of, and investment in, private investment funds; and securities and other regulatory matters. He 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.

Justin advises investment advisers, investment companies, hedge funds, private equity funds, and their service providers on regulatory and compliance matters under federal and state securities laws.

As part of his practice, Justin serves as outside counsel for a number of clients, providing general corporate legal services, contract drafting and negotiation, as well as day-to-day business counsel.

Justin is also an experienced franchise lawyer. He has assisted clients with organizing and structuring franchise and other distribution programs; negotiating and preparing complex franchise, sub-franchise and distribution agreements; representing franchisors and sub-franchisors in compliance with franchise disclosure and registration laws; preventing and resolving franchise disputes; assisting in franchise terminations; joint ventures, mergers, acquisitions and capital raising for franchise and growth companies; and other related corporate and business matters.

Justin’s achievements have earned him inclusion in The Best Lawyers in America (corporate governance law; securities/capital markets law).

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Experience, Honors, & Awards

Representative Experience

  • Represented a publicly traded insurance holding company in connection with the public issuance and sale of $550 million aggregate principal amount of the company’s 4.550% Senior Notes.
  • Currently representing NGL Energy Partners LP (NYSE: NGL), a vertically integrated energy business, in the sale of the remainder of its retail propane business for $900 million to Toronto, Canada-based Superior Plus Corp. (TSX: SPB).
  • Represented a publicly traded financial services holding company specializing in life and supplemental health insurance in connection with the public issuance and sale of $300 million aggregate principal amount of the company’s 6.125% Junior Subordinated Debentures.
  • Represented a publicly traded bank holding company in its acquisition by merger of an Oklahoma bank holding company with branch banks in Oklahoma and Colorado in a cash and stock transaction valued at approximately $40 million.
  • Represented an Oklahoma-based oil and natural gas production and exploitation company in the issuance of $300 million of its 9.875% Senior Notes in a Rule 144A debt offering, and the subsequent exchange offer of the 144A notes for registered notes.
  • Represented Lemonis Fischer Acquisition Company, LLC in the acquisition of substantially all of the assets of Crumbs Bake Shop, Inc., a publicly traded company and the largest cupcake specialty store chain in the United States, pursuant to Section 363 of the Bankruptcy Code. The purchase price included a credit bid of Crumbs’ outstanding prepetition debt, in addition to debtor-in-possession financing provided during the bankruptcy.
  • Represented an Oklahoma-based oil and natural gas production and exploitation company in a tender offer for $325 million of its outstanding 8.875% 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 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 publicly held Tulsa-based oil and natural gas exploration company in the refinancing of its existing credit facility and entering into a new $250 first lien revolving credit facility and a $75 million second lien term loan facility.
  • Represented a public educational software company based in Oklahoma City in a going-private transaction.
  • Represented the shareholders of a California-based designer and manufacturer of gaming-related products for casino gaming and lottery industries, in the sale of all the company’s stock to a Canadian company that is publicly traded on the Toronto Stock Exchange, for $25 million.
  • Represented Dippin’ Dots, LLC in its acquisition of all of the assets of Doc Popcorn Franchising, Inc., a gourmet popcorn franchising company with retail locations throughout the United States, Japan, Mexico and Puerto Rico.
  • Represented numerous issuers in connection with private offerings of securities.
  • Represented various issuers and boards of directors in ongoing corporate governance and public reporting and disclosure.
  • Representation of various businesses and individuals in connection with merger review and Hart-Scott-Rodino antitrust compliance matters.

Honors and Awards

  • Selected by peers for inclusion in The Best Lawyers in America (corporate governance law; securities/capital markets law)
  • Rated AV Preeminent by Martindale-Hubbell Peer Review Ratings

Professional Organizations and Memberships

  • Oklahoma County Bar Association
  • Oklahoma Bar Association

ATPs display in this column

At The Podium

Executive Compensation: Corporate best practices and planning opportunities

2015 Corporate Counsel Seminar
Oklahoma City, Oklahoma | December 3, 2015

2014 Proxy Statement Interactive Workshop Legal Considerations

RR Donnelley’s Proxy Statement Interactive Breakfast Seminar
Oklahoma City, Oklahoma | October 9, 2014

Private Offering Basics

BioScience Roundtable Luncheon
Oklahoma City, Oklahoma | November 18, 2011
Attorney Articles
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Admissions

  • Oklahoma, 2000
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Education

  • J.D., with highest honors, University of Oklahoma, 2000
    • Order of the Coif; Recipient, William T. and James T. Comfort Scholarship
  • B.A. (Finance), with special distinction, University of Oklahoma, 1997
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