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David Engvall advises public companies on a wide range of securities, capital markets, corporate governance and related matters. In the capital markets area, he has handled a range of transactions, including registered and unregistered offerings of common and preferred stock, investment grade and high yield debt securities, convertible securities, and trust units. He advises companies in a number of industries, with emphasis in the oil and gas, financial institutions, and telecommunications industries. Mr. Engvall’s transactional experience also includes spin-offs and split-offs, equity and debt tender offers, and M&A transactions.
Mr. Engvall advises public company clients on a wide variety of disclosure and SEC compliance matters. He also has experience advising on financial institution regulatory matters. In recent years, Mr. Engvall has been actively engaged in advising clients on a number of securities law provisions under the Dodd-Frank Wall Street Reform and Consumer Protection Act, including executive compensation, corporate governance, and specialized disclosures such as those pertaining to conflict minerals.
- Synchrony Financial (GE Capital’s North American retail finance business) in connection with its approximately $2.95 billion initial public offering and related offerings of senior notes, and Federal Reserve Board approval as a standalone savings and loan holding company.
- A public media technology company in a $125 million offering of convertible notes.
- SandRidge Energy, Inc., an oil and natural gas exploration and production company, in a series of capital markets transactions raising approximately $5.5 billion of equity and debt capital.
- For SandRidge, initial public offerings of three oil and gas royalty trusts generating approximately $1.5 billion of proceeds in the aggregate.
- A public biotechnology company on a range of matters including equity and debt financings, a joint venture, and corporate governance matters.
- Subsidiaries of Calpine Corporation in several highly structured debt offerings aggregating approximately $2.3 billion.
- A development stage satellite company in several equity financings aggregating several hundred million dollars.
- LIN Television Corporation in its issuance of $200 million of senior notes.
- Freddie Mac’s tender offer for all outstanding shares of preferred stock issued by two REIT subsidiaries.
- Spin-off of, and concurrent $200 million equity investment into, a start-up wireless telecom company.
- Radio One, Inc. in its issuance of $200 million of senior subordinated notes.
- Tronox Worldwide LLC in its issuance of $350 million of senior notes.
- WCI Communities’ acquisition of Renaissance Housing.
Previous Experience
- Motient Corporation, Senior Vice President and General Counsel and other positions (1999-2003)
- U.S. Office Products Company, Company Counsel (1996-1999)
July 5, 2017, Covington Alert
On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our Business Startups Act (known as the JOBS Act) in 2012.
May 2, 2017, Covington Alert
On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act (“CHOICE Act 2.0”), its comprehensive regulatory reform bill aimed at revising or repealing many features of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee released the first version of the bill in June 2016.
Prospects for enactment of the CHOICE Act 2.0 are dim, at best. In its omnibus form, the bill is not expected to have substantial, if any, bipartisan support, and in the Senate, the legislative filibuster probably dooms its fate. However, it is possible that discrete pieces of the bill could have bipartisan appeal and thus might be able to be passed separately, and perhaps in short order.
This client alert summarizes some of the more noteworthy provisions that would affect the securities laws and regulation of capital markets. The bill also includes significant changes to the regulation of banks and other financial institutions, which we described in our client alert published on April 24, 2017.
April 17, 2017, Covington Alert
On April 7, 2017, the SEC’s Division of Corporation Finance (the “Division”) issued a statement indicating that it will not recommend enforcement action to the SEC if companies subject to the SEC’s conflict minerals reporting rule only file disclosure under the provisions of paragraphs (a) and (b) of Item 1.01 of Form SD, and not under paragraph (c) of Item 1.01. As discussed below, the statement means that a company will not face the risk of an enforcement action if it fails to conduct the supply chain due diligence called for by paragraph (c) of Item 1.01 and does not file a Conflict Minerals Report, even when it would otherwise be required to take such steps. The Division’s statement is available here.
April 11, 2017, Covington Alert
The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to its rules and forms that will require companies filing registration statements and reports subject to the exhibit requirements of Item 601 of Regulation S-K to include an active hyperlink to each exhibit listed in the exhibit index, whether or not the exhibit is incorporated by reference. To facilitate the use of hyperlinks, subject to a small exception, the amendments also require companies to file such registration statements and reports on the SEC’s electronic filing system, EDGAR, in HyperText Markup Language (“HTML”) format.
The SEC also has proposed rule amendments that would require the use of the Inline eXtensible Business Reporting Language (“XBRL”) format for public companies and mutual funds that submit financial statement information and risk/return summaries using XBRL. The proposed amendments would also eliminate the current requirement for such filers to post XBRL data files on their websites.
March 28, 2017, Covington Alert
On March 16, 2017, following a lengthy legislative process, the European Parliament approved a final regulation implementing a new due diligence and reporting regime for “conflict minerals” (i.e., tin, tantalum and tungsten, their ores, and gold) imported in the EU. The regulation will enter into force 20 days after formal approval by the Council of Ministers and publication in the Official Journal of the European Union. The regime will be applicable as from January 1, 2021. The adopted text can be found here.
December 6, 2016, Covington Alert
In late October, the U.S. Securities and Exchange Commission (SEC) proposed long-awaited changes to the proxy rules that would require parties in a contested election of directors to distribute universal proxy cards, i.e., a proxy card that includes director candidates nominated by a company’s management as well as those nominated by a shareholder. Under current rules, companies and dissidents use competing proxy cards. This prevents shareholders from voting by proxy for their chosen mix of director candidates by effectively requiring them to choose either management’s slate of nominees or the dissident’s mix of their nominees and their preferred management nominees. The SEC proposed the new rules in order to more closely align the process of voting by proxy with the way a shareholder would vote in person at a shareholder meeting.
September 2016, The Banking Law Journal
June 28, 2016, Covington Alert
The SEC’s Division of Corporation Finance (the “Division”) recently issued updated interpretive guidance on the use of non-GAAP financial measures. This guidance reflects an increasingly assertive position taken by the SEC in recent months regarding public companies’ use of numerical measures of performance, financial position or cash flows that are not calculated in accordance with generally accepted accounting principles (“GAAP”). This renewed focus follows years of use of non-GAAP financial measures by many issuers and recent analyst research and press reports that have raised questions about the discrepancies between such measures and financial performance metrics calculated in accordance with GAAP.
June 27, 2016, Covington Alert
In a so called “trilogue” meeting on June 16, the European Parliament, the Council of Ministers, and the European Commission reached a “political” agreement on the key elements of a regulation that would implement a due diligence and reporting regime for conflict minerals imported in the EU.
April 27, 2016, Covington Alert
In late April 2016, federal financial regulators began the process of re-proposing rules (the “Proposal”) to implement restrictions on incentive-based compensation required by Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 956 directs a number of federal regulators (the “Agencies”) to jointly issue regulations or guidelines with respect to incentive-based compensation practices at specific types of financial institutions that have $1 billion or more in assets.
The Proposal comes more than five years after the Agencies initially proposed rules to implement Section 956 (the “2011 Proposal”). In addition to refining the 2011 Proposal, the Proposal incorporates and expands upon principles relating to incentive compensation set forth in the federal banking agencies’ 2010 interagency guidance implementing safety and soundness standards under Section 39 of the Federal Deposit Insurance Act (the “2010 Guidance”).
July 6, 2015, Covington Alert
June 1, 2015, Law360
May 3, 2015, Inside Compensation
By David Engvall, Reid Hooper, Keir Gumbs, and David Martin On April 29, 2015, the Securities and Exchange Commission (the “SEC”) proposed a new rule that would require public companies to provide new disclosures annually regarding the relationship, over a five-year period, between executive compensation actually paid and a measure of financial performance of ...
May 1, 2015, Covington E-Alert
November 5, 2014, Covington E-Alert
August 18, 2014
WASHINGTON, DC, August 18, 2014 — Best Lawyers named Covington & Burling’s Stuart Eizenstat and Gregg Levy each a 2015 “Lawyer of the Year” in international trade and sports law, respectively, citing their “abilities, professionalism and integrity.” Overall, Covington lawyers received 217 individual mentions in 58 areas of law in the newly released annual survey ...
June 6, 2014, Covington E-Alert
April 30, 2014, Covington Advisory
April 15, 2014, Covington Advisory
March 11, 2014, Covington E-Alert
January 31, 2014, Covington Advisory
September 20, 2013, Law360
September 19, 2013, Inside Compensation
On September 18, 2013, the Securities and Exchange Commission (“SEC”) proposed a rule that would require most public companies to disclose, annually, the ratio of the median of the annual total compensation of all of the company’s employees to the annual total compensation of the company’s principal executive officer. This rule is mandated by Section...… ...
September 19, 2013, Covington Advisory
July 24, 2013, Covington Advisory
July 17, 2013, Covington Advisory
July 3, 2013, Covington Advisory
May 31, 2013, Covington E-Alert
April 3, 2013, Covington E-Alert
March 4, 2013, Covington E-Alert
January 18, 2013, Inside Compensation
The Securities and Exchange Commission (SEC) recently approved changes to the listing standards of the New York Stock Exchange (NYSE) and NASDAQ relating to the independence of compensation committee members and the responsibilities of compensation committees when selecting compensation consultants, legal counsel, and other advisers. The final listing standards ...
January 18, 2013, Covington Advisory
January 3, 2013, Covington Advisory
2013, Journal of Investment Compliance
December 19, 2012
WASHINGTON, DC, December 19, 2012 — SandRidge Energy, Inc. today announced that it has signed a definitive agreement to sell Permian Basin properties to Sheridan Production, a private operator, for $2.6 billion in cash. Covington & Burling, along with Texas-based Locke Lord, advised SandRidge on the transaction. SandRidge will use the proceeds to reduce debt ...
November 20, 2012, Inside Compensation
Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recently updated their proxy voting guidelines for the 2013 proxy season. The complete 2013 Updates to ISS’s U.S. Corporate Governance Policy are available here. Key updates from both proxy advisors relating to executive compensation and compensation-related matters are ...
October 8, 2012, Inside Compensation
The New York Stock Exchange (NYSE) and Nasdaq recently filed proposals with the SEC setting forth standards to determine the independence of (a) a member of a compensation committee, and (b) a compensation consultant, legal counsel, or other advisor to a compensation committee. The exchanges’ proposals generally follow Rule 10C-1, which the SEC adopted in...… ...
August 27, 2012
WASHINGTON, DC, August 27, 2012 — Covington & Burling LLP lawyers received 196 individual mentions in 57 areas of law in the 2013 edition of The Best Lawyers in America. This annual compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as ...
August 24, 2012, Covington E-Alert
August 7, 2012
WASHINGTON, DC, August 7, 2012 — Covington & Burling advised SandRidge Energy, Inc. on a $1.1 billion offering of two series of senior notes, marking SandRidge's largest capital markets transaction to date. The offering was comprised of $825 million of 7.5 percent senior notes due 2023 and $275 million of 7.5 percent senior notes due 2021. The proceeds of the ...
Dodd-Frank Update: SEC Adopts Rules on Compensation Committee Independence and Compensation Advisers
June 25, 2012, Covington Advisory
Covington Advises SandRidge Energy in $130 Million Sale of Tertiary Assets to Morgan Stanley Global Private Equity
June 4, 2012
NEW YORK, June 4, 2012 — Covington advised SandRidge Energy, Inc. on the sale of its non-core tertiary recovery business for $130 million to Morgan Stanley Global Private Equity portfolio company Trinity CO2 Investments. The divested properties are located in West Texas and currently produce approximately 1,100 barrels of oil per day. SandRidge Energy is an oil ...
Covington Advises SandRidge on Royalty Trust IPO
April 24, 2012
WASHINGTON, DC, April 24, 2012 — SandRidge Mississippian Trust II announced today the closing of its initial public offering of 29.9 million common units, including 3.9 million common units sold pursuant to the exercise of the underwriters’ over-allotment option, representing a 60 percent beneficial interest in the Trust. SandRidge Energy, Inc., as sponsor of ...
Covington Advises SandRidge in $1.275 Billion Acquisition of Dynamic Offshore Resources and Related Financing
February 1, 2012
New York, February 1, 2012 — Covington & Burling advised SandRidge Energy, Inc. on its announced acquisition of Dynamic Offshore Resources, LLC for $1.275 billion in cash and stock. Under the agreement, SandRidge will pay about $680 million in cash and approximately 74 million shares of SandRidge common stock valued at $8.02 per share. Covington also advised ...
September 7, 2011, Covington E-Alert
Covington Advises SandRidge on Royalty Trust Offering
August 16, 2011
WASHINGTON, DC, August 16, 2011 — SandRidge Permian Trust recently announced the closing of its initial public offering of 34.5 million common units of beneficial interest at a price of $18 per unit. Net proceeds of the offering, before expenses, were approximately $584 million. The common units sold in the offering represent a 66 percent beneficial interest ...
June 9, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 92 individual mentions and 32 practice mentions in the Legal 500 US 2011 edition. Legal 500 reviews the strengths and strategies of law firms in more than 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Here are the Covington lawyers and practices ...
April 13, 2011
WASHINGTON, DC, April 13, 2011 — SandRidge Mississippian Trust I has announced the closing of its public offering of 17.25 million common units of beneficial interest, at a price per unit of $21.00. The 17.25 million units represent an approximately 62 percent beneficial interest in the Trust. Covington & Burling LLP served as counsel to SandRidge Energy, Inc. ...
March 7, 2011, Covington Advisory
January 26, 2011, Covington Advisory
November 10, 2010
WASHINGTON, DC, November 10, 2010 — SandRidge Energy, Inc. has announced a private offering, which closed today, of 2.5 million shares of its 7.0% convertible perpetual preferred stock for net proceeds of approximately $242 million. The company has also granted an option to the initial purchasers to purchase an additional 500,000 shares, or $50 million, of the ...
November 8, 2010, Covington Advisory
October 20, 2010, Covington Advisory
August 25, 2010, Covington Advisory
July 22, 2010, Covington Advisory
July 21, 2010, Covington Advisory
July 21, 2010, Covington Advisory
July 21, 2010, Covington Advisory
Covington Advises SandRidge Energy on Closing of Merger with Arena Resources, Creating a $6.2 Billion Company
July 20, 2010
NEW YORK, July 20, 2010 — SandRidge Energy, Inc. has completed its acquisition of Arena Resources, Inc., creating a combined company with an enterprise value of approximately $6.2 billion. Covington & Burling LLP advised SandRidge Energy on the transaction. The merger closed on July 16 following special meetings of the stockholders of each company. The ...
June 24, 2010, Covington E-Alert
May 24, 2010, Covington E-Alert
Financial Regulatory Reform Legislation - Registration of Advisers to Private Investment Funds
May 24, 2010, Covington E-Alert
April 12, 2010
WASHINGTON, DC, April 12, 2010 — LIN TV Corp., a local television and multimedia company, has announced the private placement by its wholly owned subsidiary, LIN Television Corporation, of $200 million of its 8 3/8% Senior Notes due 2018 (the “Notes”). Net proceeds from the sale of the Notes are expected to be used to repay outstanding amounts under LIN ...
Scott Smith Named Am Law’s ‘Dealmaker of the Week’
April 12, 2010
NEW YORK, April 12, 2010 — Covington & Burling LLP’s Scott Smith has been named “Dealmaker of the Week” by The Am Law Daily. Mr. Smith, chair of the firm’s M&A and private equity practices, was recognized for advising SandRidge Energy in its acquisition of Arena Resources, a deal that was announced April 4. The other members of the New York and Washington ...
March 19, 2010, Covington E-Alert
March 16, 2010, Covington Advisory
March 16, 2010, Covington Advisory
March 16, 2010, Covington Advisory
March 12, 2010, Covington E-Alert
January 5, 2010, Covington Advisory
December 16, 2009
WASHINGTON, DC, December 16, 2009 — SandRidge Energy, Inc. has announced the pricing of its private placement of $450 million of 8 3/4% Senior Notes due in 2020. Covington & Burling LLP advised SandRidge on the transaction, as well as the recently announced sales of the company’s preferred and common stock. SandRidge Energy is a natural gas and crude oil ...
12/2/2009
WASHINGTON, DC, December 2, 2009 — SandRidge Energy, Inc. has announced that it is selling shares of its preferred and common stock in connection with the planned acquisition of Forest Oil Corporation’s oil and gas properties in the Permian Basin of Texas. Covington & Burling LLP advised SandRidge on the stock transactions. SandRidge Energy is a natural gas and ...
October 29, 2009, Covington E-Alert
Having a Say on Pay
September 2009, The European Lawyer
August 12, 2009, Covington Advisory
July 20, 2009, Covington E-Alert
July 16, 2009, Covington E-Alert
July 1, 2009, Covington Advisory
June 17, 2009, Covington E-Alert
June 10, 2009, Covington E-Alert
May 21, 2009, Covington Advisory
April 17, 2009, Covington E-Alert
March 27, 2009, Covington E-Alert
February 3, 2009, Covington Advisory
February 3, 2009, Covington Advisory
January 29, 2009, Covington E-Alert
November 21, 2008, Covington E-Alert
October 21, 2008, Covington E-Alert
9/23/08
WASHINGTON, DC, September 23, 2008 — GHL Acquisition Corp. today announced plans to acquire Iridium Holdings LLC in a transaction valued at approximately $591 million. Upon completion of the transaction, the combined enterprise will be renamed Iridium Communications Inc. and apply for listing on the NASDAQ. Covington & Burling LLP served as special ...
August 22, 2008, Covington Advisory
8/7/2008
WASHINGTON, DC, August 7, 2008 — On August 5, Intercell AG completed its acquisition of Iomai Corporation (now known as Intercell USA, Inc.) in a deal that will create a leading traveler’s vaccine portfolio. Covington & Burling LLP advised Intercell on the transaction. Intercell is a growing biotechnology company which focuses on the design and development of ...
August 2007, Insights
July 2, 2007, Covington Advisory
June 8, 2007
March 19, 2007, Covington Advisory
December 28, 2006, Covington Advisory
December 19, 2006, Covington Advisory
August 23, 2006, Covington Advisory
July 27, 2006, Covington Advisory
June 27, 2006, Covington Advisory
July 8, 2005, BNA Corporate Accountability Report
March 26, 2004, Covington Advisory
February 12, 2004, Covington Advisory
November/December 2003, The M & A Lawyer
June 27, 2003, Reproduced with permission from BNA's Corporate Accountability, Vol. 1, No. 23. Copyright 2002 by The Bureau of National Affairs, Inc.
June 26, 2003, Covington Advisory
Internal Control
June 13, 2003, Covington Advisory
May 28, 2003, Covington Advisory
- Best Lawyers in America, Securities/Capital Markets (2014-2016)
- Legal 500 US, Finance - Capital Markets (2013-2014)
- Washington DC Super Lawyer, Securities & Corporate Finance (2013-2015)