Matt Brown is a corporate, securities and banking attorney whose practice encompasses a broad range of business matters, including corporate governance, securities offerings and regulation, mergers and acquisitions, lending transactions, regulatory compliance, franchising, and contract drafting and negotiation.
Matt regularly advises directors, officers and managers about their fiduciary duties; incorporates, forms and organizes new business entities; and negotiates and drafts operating agreements, limited partnership agreements¸ bylaws, shareholders agreements, committee charters and codes of ethics.
Matt also routinely counsels public and private banks, bank holding companies, insurance companies and oil and gas companies in public and private equity and debt (secured, unsecured, senior and subordinated) offerings, tender offers, private equity and venture capital investments, recapitalizations and other regulatory and compliance issues. He also counsels brokers, dealers, investment companies and investment advisors in various regulatory and business matters.
Additionally, he represents public and private banks and bank holding companies in acquisitions and sales, lending transactions, corporate governance, regulatory compliance and litigation. His experience includes negotiating and drafting merger, stock purchase, asset purchase and share acquisition agreements; drafting and reviewing loan agreements, notes, security agreements, guaranty agreements, intercreditor and subordination agreements, and loan modification agreements; and defending claims against and prosecuting actions by banks and bank holding companies.
Matt also serves as Oklahoma local counsel to national and regional businesses in connection with the issuance of equity and debt securities, syndicated loans and real estate acquisitions and divestitures. In this role, he provides legal opinions and advises these businesses regarding the proper methods of perfecting security interests in all forms of collateral, including real property, tangible personal property (including inventory, equipment, farm products and aircraft) and intangible personal property (including patents, trademarks and licenses).
Matt represents franchisors and franchisees as well. He assists franchisors with organizing and structuring franchise, licensing and other distribution programs; negotiating and preparing complex franchise disclosure documents and franchise agreements; complying with franchise disclosure, registration and renewal laws; and terminating franchisees. He assists franchisors and franchisees with preventing and resolving franchise disputes and navigating other corporate and business matters.
Matt’s achievements have earned him inclusion in Oklahoma Super Lawyers’ list of “Oklahoma Rising Stars,” which recognizes the state’s top up-and-coming attorneys.Download Bio (PDF)
- 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 an Oklahoma-based oil and natural gas exploration and production company in the issuance of $150 million of its 7.625% Senior Notes in a Rule 144A debt offering by drafting various transaction documents, including the offering circular, consents and organizational documents.
- Represented a large community bank and its holding company in the issuance of $100 million Subordinated Notes in an offering pursuant to Section 4(a)(2) of the Securities Act and Rule 144A.
- Represented a publicly traded insurance holding company in the registration of its common stock of Form S-8 and issuance of those shares to its agents.
- Represented a large community bank and its holding company in its acquisition by merger of a Texas bank and its holding company with branch banks throughout Texas.
- Represented an Oklahoma-based bank holding company in its merger with and into a publicly traded bank holding company pursuant to which the shareholders of the Oklahoma company received approximately $45 million in stock.
- 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 a developer of urgent care centers in a private placement of equity securities pursuant to Rule 506 of Regulation D, including the drafting of the private placement memorandum, subscription agreement, operating agreement, and state blue-sky notice filings.
- Represented a national banking association acting as administrative agent in a $37 million syndicated loan to a long-term acute care hospital company.
- Represented a physician-owned hospital and its physician-owners in the sale of a majority interest of the hospital to one of Oklahoma’s largest health systems by conducting due diligence, drafting schedules to the purchase agreement, and preparing assignments of the membership interests.
- Represented an optometrist in his acquisition of a successful optometry practice in south Oklahoma City.
- Advised franchisors and franchisees about a broad range of issues, including organizing and structuring franchise, licensing and other distribution programs; negotiating and preparing complex franchise disclosure documents and franchise agreements; complying with franchise disclosure, registration and renewal laws; terminating franchisees; and preventing and resolving franchise disputes.
Professional Organizations and Memberships
- Oklahoma Bar Association
Civic Involvement and Leadership
- Leadership Oklahoma City LOYAL Program (Class XI)
- Beta Theta Pi Corporation of Oklahoma (Trustee and Corporate Secretary)
Honors and Awards
- Named to iON Oklahoma Online magazine’s list of Next Gen Under 30 honorees in recognition of his professional achievement, community involvement and commitment to Oklahoma’s future (2016)
- Named to Oklahoma Super Lawyers’ list of “Oklahoma Rising Stars,” which recognizes the state’s up-and-coming attorneys