Matthew Franker

Matthew C. Franker

Special Counsel
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Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001-4956
Tel: +1 202 662 5895
Fax: +1 202 778 5895



  • Georgetown University Law Center, LL.M., 2007
    • Securities and Financial Regulation, with distinction
    • Association of Securities & Exchange Commission Alumni Scholarship
  • The George Washington University Law School, J.D., 2004
    • with honors
    • The George Washington International Law Review, Executive Managing Editor
  • Truman State University, B.A., 2001
    • cum laude

Bar Admissions

  • District of Columbia
  • Virginia

Matt Franker focuses on the representation of public companies and underwriters in capital markets offerings, disclosure and securities compliance matters, corporate governance, mergers and acquisitions and general corporate issues. Mr. Franker has experience representing companies from a broad range of industries, including manufacturing, energy, financial services, life sciences, consumer products and telecommunications. Mr. Franker, a former SEC staff member, also has extensive experience advising clients on SEC rulemakings, including under the Dodd-Frank Act and JOBS Act.

Representative Matters


  • Advised SandRidge Energy, Inc., an oil and natural gas exploration and production company, in a series of registered and exempt capital markets transactions raising over $3.9 billion of equity and debt capital.
  • Advised Pepco Holdings, Inc. and its public utility subsidiaries in public and private securities offerings with an aggregate transaction value of over $3.6 billion, including the issuance of common stock, senior notes, first mortgage bonds, “fading lien” bonds and tax-exempt bonds.
  • Represented the underwriters in the initial public offering of a bank holding company.
  • Represented Salix Pharmaceuticals, Ltd. in its $750 million Rule 144A offering of 6.00% senior notes due 2021.
  • Advised Joy Global Inc., a worldwide leader in high-productivity mining solutions, in a registered $500 million senior notes offering.

Honors and Rankings

  • Legal 500 US, Finance - Capital Markets (2013)

Pro Bono

  • Advised a leading international microfinance institution in financing transactions.
  • Advised the Latin American Youth Center in the redemption of a series of tax-exempt bonds.
  • Counseled a national homelessness advocacy organization regarding incorporation, governance, and obtaining 501(c)(3) status from the Internal Revenue Service.
  • Provided corporate governance advice to an international organization working to combat human trafficking.

Publications and Speeches

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