James E.O'Bannon (Jim)

Partner

(T) + 1.214.969.3766

Jim O'Bannon, head of the Firm's Capital Market Practice in the Texas Region, has more than 30 years of experience practicing corporate and securities law. He represents issuers and underwriters in public and private offerings of equity and debt securities as well as in mergers and other acquisitions and dispositions of corporate securities and assets. He is also extensively engaged in corporate counseling activities with respect to SEC disclosure, corporate governance, directors' and officers' fiduciary duties, tender offers, and other contests for corporate control.

Notable corporate clients include AMERISAFE, BenefitMall, Capital Southwest, CSW Industrials, Flint Hills Resources, FTS International, Georgia Pacific, Koch Industries, Lennox, International Wire Group, PMFG, RadioShack, Sprint Nextel, Tokyo Electron, and Taiwan Semiconductor.

Jim is a frequent speaker on issues related to SEC disclosure, corporate governance, and executive compensation.

Experience

  • Lennox International sells its Brazilian refrigeration business to Elgin S.A.Jones Day advised Lennox International Inc., a global manufacturer of heating, ventilation, air conditioning, and refrigeration products, in the auction and sale of its Brazilian refrigeration business (doing business as "Heatcraft do Brazil") to Elgin S.A., a Brazilian-based commercial products manufacturer.
  • Granite Construction acquires Layne Christensen for $536 million stock mergerJones Day advised Granite Construction Incorporated in its $536 million stock-for-stock acquisition of Layne Christensen Company, a global water management, construction, and drilling company.
  • BWXT issues $400 million of Senior NotesJones Day represented BWX Technologies, Inc. in a private offering of $400.0 million aggregate principal amount of 5.375% Senior Notes due 2026, exempt from the registration requirements of the Securities Act of 1933.
  • Financing company negotiates and finalizes agreement with white-label mobile application and payment processing provider to mobilize paymentsJones Day assisted a financing company client in the negotiation and finalization of an agreement to provide a white-label mobile application and loan management solution and payment processing services to the client.
  • Marine One Acceptance amends and extends senior secured revolving credit facilityJones Day represented Marine One Acceptance Corporation, a leading recreational products finance company, in connection with an amendment, maturity extension and commitment increase to its senior secured revolving credit facility provided by a syndicate of lenders led by BMO Harris Bank N.A., as administrative agent.
  • Lennox International sells refrigeration businesses in Australia, New Zealand, and Asia to Beijer Ref ABJones Day advised Lennox International Inc. in the sale of its refrigeration businesses in Australia, New Zealand, and Asia to Beijer Ref AB.
  • Koch Equity Development commits $650 million preferred equity financing to support Meredith Corporation's $2.8 billion acquisition of Time, Inc.Jones Day advised Koch Equity Development, a subsidiary of Koch Industries, in connection with its $650 million of preferred equity financing to Meredith Corporation, a media and marketing company, in connection with Meredith’s $2.8 billion acquisition of magazine publisher Time, Inc.
  • BenefitMall sold to The Carlyle GroupJones Day represented BenefitMall Inc., a provider of employee benefits and payroll services to small and medium sized businesses across the U.S., in connection with its sale to The Carlyle Group.
  • Capital Southwest completes $57.5 million registered public offering of NotesJones Day advised Capital Southwest Corporation, a Dallas-based publicly traded business development company, in connection with its registered public offering of $57.5 million aggregate principal amount of 5.95% Unsecured Notes due 2022.
  • Citigroup Global Markets, Goldman Sachs, and Morgan Stanley underwrite $600 million public bond offering by Southwest AirlinesJones Day represented Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC, as active joint book-running managers, in connection with a public offering of $600 million aggregate principal amount of new Senior Unsecured Notes, consisting of $300 million aggregate principal amount of 2.750% Notes due 2022 and $300 million aggregate principal amount of 3.450% Notes due 2027 by Southwest Airlines Co., the largest domestic airline providing passenger air service in the United States and near-international markets.
  • Maxcom Telecomunicaciones completes tender offer for outstanding Step-Up Senior NotesJones Day represented Maxcom Telecomunicaciones, S.A.B. de C.V., an integrated telecommunication services operator providing widespread voice and data services to residential and business customers in Mexico, in connection with its tender offer to purchase up to $25 million of its outstanding Step-Up Senior Notes due 2020.
  • Marine One Acceptance amends $175 million credit facilityJones Day represented Marine One Acceptance Corporation, a leading recreational products finance company, in connection with an amendment of its $175 million credit facility.
  • Koch Equity Development invests over $2 billion in InforJones Day advised Koch Equity Development LLC, the acquisition and investment subsidiary of Koch Industries, in connection with its equity investment of more than $2 billion in Infor, a leading provider of beautiful business applications specialized by industry and built for the cloud.
  • Koch Industries acquires Guardian IndustriesJones Day advised Koch Industries, Inc. on the acquisition of the remaining 55.5 percent of Guardian Industries Corp. not already owned by affiliates of Koch.
  • Morgan Stanley and BNP Paribas underwrite $300 million public offering by Southwest AirlinesJones Day represented Morgan Stanley & Co. LLC and BNP Paribas Securities Corp., as active joint book-running managers, in connection with a public offering of $300 million aggregate principal amount of 3.000% Notes due 2026 by Southwest Airlines Co., the largest domestic airline providing passenger air service in the United States and near-international markets.
  • Lennox International completes $350 million Notes offeringJones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with its offering of $350 million aggregate principal amount of 3.000% Notes due 2023.
  • MAST Capital portfolio company completes debt restructuring, including $101 million exchange offer of convertible notes for high-yield notesJones Day advised MAST Capital Management, LLC in the offer by its portfolio company, Nebraska Book Holdings, Inc., to exchange up to $133.2 million aggregate principal amount of 2.00% Convertible Senior PIK Notes due 2026 for any and all of its outstanding 15.0% Senior Secured Notes due 2016.
  • International Wire Group issues $260 million of Senior Secured Notes in private placementJones Day represented International Wire Group, Inc., a leading manufacturer and marketer of bare and plated copper wire products, in connection with its issuance of $260 million of 10.750% Senior Secured Notes due 2021 in a Rule 144A and Regulation S offering.
  • CSW Industrials settles proxy contestJones Day advised CSW Industrials, Inc., a diversified industrial growth company ("CSWI"), in connection with a proxy contest initiated by Newtyn Management LLC, an activist investor, and its affiliates ("Newtyn").
  • Insperity involved in threatened proxy contestJones Day represented the independent directors of Insperity Inc. in connection with a threatened proxy contest by Starboard Value LP and the agreed settlement of that contest.
  • Speaking Engagements

    • January 2019
      Proxy Reform and Recent Developments; Dallas Bar Association - Corporate Counsel and Securities Sections
    • January 2019
      Proxy Reform and Recent Developments; Dallas Bar Association - Corporate Counsel and Securities Sections
    • January 2019
      Proxy Roundtable; Jones Day, Georgeson and Broadridge
    • September 2018
      Proxy Process and Proxy Reform; SEC Hot Topics Institute Society of Corporate Governance
    • January 2018
      2018 Proxy Season Outlook; Jones Day, Georgeson and Business Wire
    • January 2018
      Preparing for your Annual Meeting; Dallas Bar Association - Corporate Counsel and Securities Sections
    • January 2017
      2017 Proxy Season Outlook; Jones Day, Georgeson and Meridian
    • September 2016
      Preparing for your Annual Meeting; RR Donnelley SEC Hot Topics Institute
    • June 2016
      KPMG-NYSE IPO Bootcamp: Navigating the IPO Process
    • January 2016
      2016 Proxy Season Outlook - Preparing For Your Annual Meeting; Jones Day and Georgeson
    • January 2016
      Preparing for the 2016 Proxy Season; Dallas Bar Association - Corporate Counsel and Securities Sections
    • November 2015
      Preparing for Year End; 31st Annual SEC Reporting & FASB Forum; Practicing Law Institute
    • September 2015
      Shareholder Activism; RR Donnelley SEC Hot Topics Institute
    • June 2015
      2015 SEC Conference - Recent Developments and Hot Button Issues, Center for Professional Education
    • January 2015
      2015 Proxy Season Outlook - Shareholder Activism Case Studies; Jones Day, Bloomberg News, Abernathy MacGregor and Georgeson
    • January 2015
      2015 SEC and Corporate Governance Update, Dallas Bar Association - Corporate Counsel Section
    • December 2014
      SEC Comment Letters, CPE 2014 SEC Conference
    • September 2014
      Cybersecurity and the Role of Counsel; RR Donnelley SEC Hot Topics Institute
    • June 2014
      2014 SEC Conference: An Accounting & Reporting Update for Public Companies, The Center for Professional Education, Inc.
    • January 2014
      2014 Proxy Statement Workshop hosted by RR Donnelley
    • January 2014
      Preparing for your Annual Meeting - Trends in Shareholder Activism; Dallas Bar Association - Corporate Counsel Section
    • January 2014
      Practical Aspects of Annual Meetings: Rules and Mechanics; Society of Corporate Secretaries and Governance Professionals
    • November 2013
      Trends and Fundamentals of Effective CEO Pay; NYSE Governance Services
    • September 2013
      Shareholder Activism and SEC Update; RR Donnelley SEC Hot Topics Institute
    • May 2013
      SEC Conference 2013: An Accounting & Reporting Update for Public Companies, The Center for Professional Education, Inc.
    • January 2013
      2013 Proxy Season Outlook; Jones Day, Exequity, and Georgeson
    • January 2013
      2013 Proxy Statement Workshop hosted by RR Donnelley
    • January 2013
      Preparing for your Annual Meeting -- Developments in Compliance and Corporate Governance; Dallas Bar Association - Corporate Counsel Section
    • November 2012
      Shareholder Activism and Corporate Governance; RR Donnelley SEC Hot Topics Institute
    • October 2012
      Proxy Access and Knowing Your Shareholder Base; Jones Day and Laurel Hill Advisory Group
    • January 2012
      2012 Proxy Season Outlook; Jones Day, ISS, and Georgeson
    • January 2012
      2012 Proxy Season Outlook; Dallas Bar Association - Corporate Counsel Section
    • November 2011
      Annual Meeting Rules and Mechanics; RR Donnelley SEC Hot Topics Institute
    • October 2011
      Current Topics in Corporate Governance and Compliance - The Evolving Landscape of Risk; Jones Day Dallas CLE University
    • July 2011
      KPMG-NYSE IPO Bootcamp: Navigating the IPO Process
    • May 2011
      Dodd-Frank Act -- Corporate Governance Reforms; DFW Controllers Share Forum
    • January 2011
      2011 Proxy Season Outlook; Jones Day, Glass Lewis, and Georgeson
    • November 2010
      Corporate Governance and Disclosure Update; RR Donnelley SEC Hot Topics Institute
    • October 2010
      Jones Day MCLE University - Dallas
    • September 2010
      The Dodd-Frank Act of 2010: Corporate Disclosure and SEC Enforcement; Houston Bar Association
    • July 2010
      IPO Bootcamp KPMG
    • March 2010
      Securities Issues: Dealing with Analysts and Investors; 2010 CFO Rising Conference, CFO Magazine
    • February 2010
      Preparing for the 2010 Proxy Season - Enhanced Disclosure Requirements and Other Developments; Dallas Bar Association
    • January 2010
      Proxy Season Outlook; RiskMetrics, Georgeson and Jones Day
    • November 2009
      Corporate Governance Trends and Developments; SEC Hot Topics Seminar
    • September 2009
      Credit Crisis: Lessons from the Market Meltdown; Bowne Securities and Corporate Law Update
    • January 2009
      2009 Proxy Update; Riskmetrics, Georgeson, and Jones Day
    • January 2008
      2008 Proxy Season Outlook; RiskMetrics (ISS), Georgeson and Jones Day
    • September 2006
      The New Executive Compensation Rules; SEC Hot Topics Institute
    • September 2005
      SEC Hot Topics Seminar; RR Donnelley and Glasser LegalWorks
    • May 2003
      Corporate Governance: New Rules and Best Practices; NIRI Conference
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