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Matthew C. Franker

Partner

Washington +1 202 662 5895

  • About
  • Representative Matters
  • Credentials
  • About

    Matt Franker has nearly twenty years of experience advising public and private companies, underwriters, and boards of directors in capital markets offerings, securities disclosure and financial reporting, including disclosures relating to non-GAAP financial measures, accounting for business combinations and other technical accounting issues, corporate governance and ESG matters, mergers and acquisitions, and general corporate issues.

    Matt has been recognized in Legal 500 for his work on capital markets transactions, and his capital markets experience includes advising companies and underwriters on registered and exempt offerings of common and preferred equity securities and investment grade, high-yield and convertible debt securities, exchange offers, debt tender offers, and consent solicitations. Matt has an extensive securities advisory practice focused on assisting public companies in a wide variety of disclosure, corporate governance, and compliance matters.

    Prior to joining Covington, Matt served as an attorney-adviser with the U.S. Securities and Exchange Commission's Division of Corporation Finance. While at the SEC, he worked on a wide variety of transactional and securities compliance matters, with an emphasis on the manufacturing, construction, and financial services industries. His experience at the SEC focused on IPOs, secondary offerings, mergers and acquisitions, exchange offers, going-private transactions, PIPEs and private equity financings and evaluating no-action requests to exclude shareholder proposals under Exchange Act Rule 14a-8.

    Areas of Expertise

  • Practices and Industries
  • Representative Matters

    Transactional

    • Air Products and Chemicals, Inc. in a $2.5 billion registered green bond offering and registered debt offerings of $3.8 billion of dollar-denominated notes and €1.0 billion of Eurobonds.
    • Cameco Corporation in a registered joint U.S. and Canadian common share offering that raised approximately $750 million.
    • REGENXBIO in common stock offerings raising approximately $660 million and in a $150 million at-the-market offering facility.
    • Omeros Corporation in various equity offerings that raised an aggregate amount of approximately $450 million and $420 million of convertible note offerings.
    • Edison International in a $1.5 billion at-the-market offering facility.
    • TriState Capital Holdings in various capital markets offerings, including $121 million of depositary share offerings, $97.5 million of subordinated debt offerings and $117 million of secondary offerings by selling shareholders.

    • Simmons First National Corporation in a $330 million subordinated debt offering and various public acquisitions.
    • The underwriters in a $293 million common stock offering and a $100 million depositary shares offering by IBERIABANK Corporation.
    • The underwriters in a $300 million secondary offering by shareholders of Atlantic Union Bankshares.
    • The underwriters in the initial public offerings of Merchants Bancorp and National Commerce Corporation.
    • The underwriters in a $119 follow-on common stock offering by Live Oak Bankshares.
    • Pepco Holdings 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.
    • SandRidge Energy, Inc. in a series of registered and exempt capital markets transactions raising over $3.9 billion of equity and debt capital.
    • UCB in the sale of its specialty generics division to Lannett.
    • Salix Pharmaceuticals in a $750 million high yield bond offering.
    • A foreign gaming company in a U.S. offering of its ordinary shares.
    • Joy Global Inc. in a registered $500 million senior notes offering.
    • A media technology company in a $125 million convertible note offering.
    • Public companies in cash tender offers and consent solicitations for outstanding series of debt securities.

    Advisory

    • Advises public companies and other clients on Exchange Act periodic reporting, proxy statements, shareholder proposals, Section 16 reporting, responses to SEC staff comment letters, no-action requests, control-related transactions and securities compliance matters.
    • Provides advice on a wide variety of corporate governance and compliance matters, including executive compensation programs and disclosure, insider trading policies and Rule 10b5-1 compliance, codes of conduct, compliance with stock exchange listing standards, disclosure controls and procedures, internal control over financial reporting, governance and compliance policies and guidelines and board committee charters.  
    • Advises clients on sophisticated securities questions arising in mergers and acquisitions and tender offers, including registration, communications, and disclosure.   

    Areas of Expertise

  • Credentials
    Education
    • 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
    Government Experience
    • U.S. Securities and Exchange Commission
    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.
    Accolades
    • Legal 500 US, Finance - Capital Markets
    Memberships and Affiliations
    • District of Columbia Bar Association, Co-Chair of the Corporate Law and Business Committee
    • Society for Corporate Governance, Member

    Areas of Expertise

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