Bryan K.Brown

Partner

(T) 1.832.239.3875

Bryan Brown represents issuers, underwriters, and investors in connection with U.S. and global capital markets transactions. He has experience in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on secondary public offerings, investment grade and Rule 144A debt offerings, and venture capital financings. He also counsels clients on securities compliance, complex corporate governance matters, and public disclosure obligations under the Securities Exchange Act. He also advises clients on mergers and other acquisition transactions, including negotiated acquisition and dispositions, controlled auctions, exchange offers, tender offers, and related financing transactions.

Bryan has represented public and start-up companies in various industries, including oil and gas exploration and production, oil field services/drilling, other energy-related industries, biotechnology, health care, healthy living, financial services, telecommunications, information technology, automotive, and the industrial and manufacturing sectors. Bryan's experience prior to joining Jones Day in 2019 includes representing: an international offshore drilling company in a $1.225 billion Rule 144A offering of secured notes; an oil and gas drilling company in a merger transaction with a rival drilling company; a leading oil and gas drilling provider in a cross-border merger transaction with one of Canada's largest drilling rig contractors; and a private seller in the sale of a manufacturer of mechanized poles, towers, and other structures for lighting, traffic, utility, and communications.

Bryan is a member of the American Bar Association (former ambassador and committee chair of the Business Law Fellows), the National Association of Corporate Directors, the National Bar Association, and the Society for Corporate Governance.

Experience

The following represents experience acquired prior to joining Jones Day.

Capital Market Transactions

Represented an international offshore drilling company in: a debt consent solicitation; a $135 million Rule 144A offering of secured notes; and numerous underwritten equity offerings.

Represented an international oil field service company in a cash tender offer for convertible senior debentures.

Represented a diversified manufacturing company in a modified Dutch auction tender offer for senior secured notes.

Represented an oil field service company in a $150 million Rule 144A offering of convertible notes.

Represented an international energy services company in a $175 million Rule 144A offering of notes.

Represented an international energy services company in a $150 million Rule 144A unit offering of notes and warrants.

Represented a biotechnology company in a $58 million underwritten offering of common stock.

Represented a telecommunications company in a $70 million underwritten unit offering of common stock and warrants.

Represented an oil field services company in a $51 million underwritten offering of common stock.

Represented an oil and gas exploration and production company in a $20 million private placement of common stock.

Mergers, Acquisitions, and Dispositions

Represented an offshore drilling service provider in a merger transaction with another Texas-based offshore drilling company.

Represented a pipeline company in a cross-border merger transaction with a Canadian energy transportation company.

Represented an oil and gas property developer in the acquisition of an oil and gas E&P company with properties located offshore in the Gulf of Mexico and off the coasts of Louisiana and Texas.

Represented a land development and engineering company in its acquisition by an Austin-based aerospace company.

Represented a private buyer in the acquisition of a Houston-based demolition contractor.

Represented Meritor, Inc. (NYSE: MTOR) in the carve-out sale of its Mascot Remanufacturing Operations.

Represented a financial services company in connection with its acquisition of a hedge fund manager.

Represented a fund sponsor in connection with its acquisition of a metal fabrication company.

Represented a private seller in the sale of a professional employer organization.

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