James Larkin Smith

Public Company Matters

• Represented a Nasdaq-listed oil and gas producer in its offer and sale of $750 million aggregate principal amount of notes in an unregistered Rule 144A/Reg. S offering.
• Represented a privately-held rare earth magnets and mineral exploration company in its de-SPAC transaction and initial listing on Nasdaq, with a transaction value of approximately $870 million.
• Represented a NYSE-listed company that specializes in engineered materials for personal care, food and beverage filtration, and protective products, in its acquisition by a NYSE-listed company specializing in consumer packaging and engineered materials in a Reverse Morris Trust Transaction with a post-closing combined company valuation of $3.6 billion.
• Represented the joint book runners and initial purchasers in connection with the offering of $300 million of secured notes by a NYSE-listed Mexico hotel and resorts operator.
• Represented a privately-held company in connection with its PIPE investment in a SPAC.
• Represented a NYSE-listed franchisor of fitness studios in connection with it obtaining a $150 million delayed draw term loan and related private placement of warrants.
• Advised a privately-held software aggregator and operator with respect to a potential de-SPAC transaction.
• Advised a NYSE-listed integrated oilfield completion solutions corporation with respect to its potential acquisition of a privately-held oil and gas services company.
• Represented a NYSE-listed integrated oilfield completion solutions corporation in its purchase of a storage and logistics company in a cash plus stock transaction valued at approximately $32 million.
• Represented a Nasdaq-listed defense technology corporation in its take-private acquisition by a private equity firm in an all-cash deal valued at approximately $4.2 billion.
• Represented a NYSE-listed specialty polymers corporation in take-private merger in all cash transaction valued at approximately $2.5 billion.
• Represented a NYSE-listed British multinational oil and gas company in potential acquisition of a Nasdaq-listed ethanol fuel producer.
• Represented a Nasdaq-listed American multinational oilfield service company in acquiring notes in a private placement.
• Represented a Nasdaq-listed bio-technology company in conducting a registered direct offering and the filing of a shelf Form S-3.
• Represented a Nasdaq-listed technology services company in its go-private transaction with respect to U.S. Securities and Exchange Commission reporting obligations.
• Represented a NYSE-listed global polymer producer in go-private transaction with respect to U.S. Securities and Exchange Commission filings and matters under U.S. securities laws.
• Advised a NYSE-listed multinational petroleum refineries company with respect to Exchange Act reporting obligations and corporate governance matters.
• Advised a NYSE-listed American bank holding company with respect to Exchange Act reporting obligations and corporate governance matters.
• Advised a NYSE-listed oilfield services company with respect to Exchange Act reporting obligations and corporate governance matters.
• Advised a Nasdaq-listed system software and digital payments company with respect to Exchange Act reporting obligations.
• Advised a NYSE-listed specialty petrochemicals company with respect to Exchange Act reporting obligations and corporate governance matters.
• Advised a Nasdaq-listed multinational oilfield service company with respect to U.S. Securities and Exchange Commission filings and Exchange Act compliance obligations.
• Represented a NYSE-listed energy and infrastructure company in forming a joint venture.
• Represented a NYSE-listed fitness company with respect to U.S. Securities and Exchange Commission and NYSE reporting obligations in connection with the private placement of warrants and obtaining a credit facility.
• Advised a Nasdaq-listed multinational restaurant chain with respect to Exchange Act reporting obligations and corporate governance matters.
• Advised an OTC-traded mining company with respect to U.S. Securities and Exchange Commission filings and corporate governance matters.
• Represented a Nasdaq-listed biotechnology company with respect to U.S. Securities and Exchange Commission filings and reporting obligations in connection with a proposed stock-exchange merger.

Private Company Matters

• Represented a private equity portfolio company in its sale of a building materials and services business in a transaction valued at approximately $37 million.
• Represented a private equity portfolio company in its sale of a subsidiary that provides structural rod and hardware systems for a variety of construction projects.
• Represented a private equity portfolio company in a construction and building materials asset sale in a transaction valued at approximately $21 million.
• Represented a private equity portfolio company in connection with its $150 million equity investment in a privately-held company specializing in energy storage products and supporting infrastructure.
• Represented a private equity portfolio company in the sale of a sack kraft paper mill and related business.
• Represented a private equity portfolio company in its acquisition of a manufacturer of educational recognition and achievement products in a transaction valued at approximately $110 million.
• Advised a group of affiliated privately-held companies in their sale of a majority stake in certain subsidiaries that provide a suite of midstream services for pipeline companies throughout Texas, Oklahoma, and Louisiana.
• Represented a privately-held company in its acquisition of a privately-held, independent oil and gas company.
• Represented a wholesale petroleum marketer in its acquisition by a private equity portfolio company in a transaction valued at approximately $676 million.
• Advised a private equity portfolio company in connection with its term loan and revolving credit facility.
• Represented a private equity portfolio company in its acquisition of a global metal products manufacturer and supplier with operations in Canada and China.
• Represented a private equity portfolio company in its amendment of its revolving credit facility and internal corporate reorganization.
• Advised a private equity firm in its bid to acquire an electrical generation and transmission cooperative.
• Represented a privately-held medical technology corporation in a series of corporate financings.
• Represented a private equity portfolio company specializing in receipts and labels in its sale of its labels business.
• Represented a private equity portfolio company specializing in receipts and labels in its acquisition of a receipts company.
• Represented a private equity portfolio company specializing in receipts and labels in two, separate acquisitions of paper companies.
• Represented a privately-held rare earth magnets and mineral exploration corporation in a series of corporate financing transactions.
• Frequently represents a closely-held private holding company with respect to its mergers and acquisitions and corporate governance matters.
• Represented a private equity portfolio company in its cross-border merger involving United States, China, and Canadian jurisdictions.
• Represented a private equity portfolio company in cross-border divestiture of its China and Middle East operations.
• Represented a privately-held healthcare technology company in a convertible note financing.

James' experience prior to joining King & Spalding includes the following:

• Advised several NYSE and Nasdaq listed companies on annual Exchange Act reporting obligations and Securities Act compliance matters.
• Represented LongueVue Capital, a Louisiana-based private equity firm, in the sale of all its ownership interests in Select Express & Logistics, a national last-mile third-party logistics broker, to AIT Worldwide Logistics, an international full-service transportation management provider.
• Represented Heritage Pool Supply Group, a national network of independent distributors and platform company of SRS Distribution, in its acquisition of EMSCO Distributors and OP Aquatics, a leading family-owned wholesale distributor of pool and spa products in the Midwest.
• Represented LongueVue Capital, a Louisiana-based private equity firm, in its acquisition of Wagner Logistics, an independently owned, national third-party logistics broker.
• Represented FibroBiologics, a clinical stage company developing fibroblast-based therapeutic cures for chronic diseases, in securing a $100 million capital commitment from GEM Global Yield LLC SCS, a private investment group.
• Represented Heritage Pool Supply Group, a national network of independent distributors and platform company of SRS Distribution, in its acquisition of Quality Pool Supply Company, a leading wholesale distributor of pool and spa products in the Midwest.
• Represented LongueVue Capital, a Louisiana-based private equity firm, in its acquisition of Associated MetalCast, an independently owned, national metal castings, precision machining and assembly services provider.
• Represented InMed Pharmaceuticals, a Nasdaq-listed pharmaceutical company, in its acquisition of BayMedica Inc., a private company based in the U.S. specializing in the manufacturing and commercialization of rare cannabinoids for the health and wellness sector.
• Represented LongueVue Capital, a Louisiana-based private equity firm, in the sale of all its ownership interests in Zavation Medical Products, LLC, a medical device provider, to Gemspring Capital Management, a Connecticut-based private equity firm.
• Represented Anghami, a U.A.E.-based music streaming platform and digital distribution company in its de-SPAC transaction with Vistas Media Acquisition Company Inc., a Nasdaq-listed, U.S.-based SPAC.
• Represented ABC Fitness Solutions, a national provider of technology and related services for the fitness industry, in its acquisition of Fitness BI, a data warehouse-as-a-service provider.
• Represented a major commercial bank in connection with multiple sale/leaseback transactions involving fuel cell equipment to be installed and operated at various Walmart and Home Depot facilities in the U.S.

James Larkin Smith represents public and private companies, including private equity firms and their portfolio companies, in a range of significant business transactions, including mergers, acquisitions and divestitures, debt and equity securities offerings, and corporate governance matters. James has worked on complex securities matters and domestic and cross-border transactions across a wide range of industries. 

James represents public and private clients, including private equity firms and their portfolio companies, in a range of complex corporate and transactional matters such as mergers, acquisitions, divestitures, joint ventures, investments, and other strategic transactions. James also advises clients on U.S. securities laws matters (such as securities offerings, Exchange Act reporting, and Securities Act compliance), corporate governance, and other corporate matters. 

Prior to joining the firm, James served as Honors Intern to Commissioner Hester M. Peirce of the U.S. Securities and Exchange Commission in Washington, DC. James also interned for the Honorable Nannette A. Baker of the U.S. District Court for the Eastern District of Missouri, during the fall of 2019.

Upon graduating from law school, James was awarded the Richard P. Sher Award for Excellence in Mediation and Dispute Resolution, the Dean’s Service Award, and a Certificate in Business Law.

Among other activities in law school, James was a member of the Washington University Journal of Law & Policy, the law school’s competition team for the American Bar Association’s Representation in Mediation competition, and the Student Bar Association. James also was an active volunteer mediator in the pro se eviction docket in the St. Louis City Circuit Court, successfully mediating over a dozen landlord-tenant disputes to a mutually beneficial solution avoiding trial.

James is a proud citizen of the Chickasaw Nation and is admitted to practice law in the State of Texas, the State of Missouri, and the Chickasaw Nation.