Justin Jackson

Shareholder

Bio Menu
  • 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 or exempt 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 has also assisted 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.

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

  • 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

Civic Involvement and Leadership

  • Oklahoma City Philharmonic Associate Board

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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