Justin Jackson

Representative Experience

• Represented Reasor’s LLC, an Oklahoma-based grocery store chain with operations at 17 locations in northeastern Oklahoma, in connection with the sale of its business to Brookshire Grocery Company, a regional grocery store chain with operations at more than 180 locations in Texas, Louisiana, and Arkansas.
• Represented an Oklahoma-based venture capital fund and its general partner in connection with fund formation and raising capital. Justin continues to represent the fund and its general partner with respect to regulatory compliance and operational matters, including structuring and negotiation of investments.
• Represented an Oregon-based pharmaceutical company in connection with the offering and sale of Series A Preferred Stock.
• 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.
• Represented 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.
• Represented ADFITECH, Inc. (OTC: ADFT), a leading provider of outsourced mortgage services in North America, in the sale of the company to Mortgage Connect, LP in an all-cash merger transaction.