Jonathan B. Newton

• Represented an Australian ASX-listed company in connection with the U.S. securities law aspects of its $6.2 billion public-to-public merger via a scheme of arrangement with a Papua New Guinea O&G company also listed on the ASX
• Represented an NYSE-listed company in its re-domestication from Delaware to the UK (valued at $4.29 billion).
• Represented an NYSE-listed chemicals company in its $2.5 billion public company acquisition by a Korean-based chemicals company
• Advised an NYSE-listed (now UK-based) drilling rig company on multiple public company M&A transactions
• Advised a NASDAQ-listed medical device company on multiple public company M&A transactions
• Represented an NYSE-listed industrials company in its issuance and listing of $2.4 billion of debt on the Cayman Stock Exchange
• Represented an NYSE-listed industrials company in its listing of five separate tranches of publicly registered notes totaling $2.3 billion on the Cayman Stock Exchange
• Represented an NYSE-listed oilfield services company in its concurrent $1.4 billion registered offering of senior notes and $700 million tender offer for senior notes
• Represented an oilfield services company in conjunction with it going public on NASDAQ post-bankruptcy following the filing of a Form 10
• Represented companies in a variety of industries ranging from energy to healthcare to IT on their IPOs or follow-on offerings, whether registered or private offerings, debt or equity
• Provide activist-defense advice and strategies to publicly-traded clients
• Represented a dual-listed TSX and NYSE AMEX gold mining company in its successful fight against a hostile takeover bid
• Represented an NYSE-listed oilfield services company in conjunction with three consecutive strategic dispositions for proceeds totaling almost $1 billion
• Represented an NYSE-listed company in its €690 million acquisition of a Spanish company with multijurisdictional operations
• Represented an NYSE-listed oilfield services company in its $490 million acquisition of a Russian oil field services company
• Advised an NYSE-listed chemicals company on select issues related to its $247 million public company acquisition by a private equity fund
• Represented a NASDAQ-listed oilfield services company in conjunction with its participation in PEMEX’s supplier payment program relating to PEMEX’s issuance of $2 billion senior unsecured subordinated notes due 2029
• Regularly represent public and private companies with their internal corporate reorganizations and restructurings, including in conjunction with entity elimination projects, tax restructurings, IP migrations, supply chain reorganizations, pre-closing restructurings and post-closing integrations
• Regularly advise public companies in a host of industries on executive compensation-related matters under U.S. securities laws, including in conjunction with their annual proxy statements
• Provide cross-border counseling to U.S. and foreign companies on their proposed or ongoing “in-bound” and “out-bound” corporate investments or other transactions
• Represented a major NYSE-listed O&G company on the corporate and transactional issues arising from its interests in the Fieldwood bankruptcy
• Represented NYSE-listed major O&G company in conjunction with its multi-year international entity elimination project involving hundreds of subsidiaries
• Represented a large-family-owned company in its strategic disposition of its hotel-related A/V business to the portfolio company of a large private equity firm
• Represented a large NYSE-listed O&G company on its acquisition via a merger of a private-equity owned asset performance management and reliability company
• Represented an NYSE-listed chemicals company in conjunction with its private offering of $400 million in aggregate principal amount of senior notes
• Represented an ASX-listed company in its A$350 million acquisition of a U.S. privately-held company
• Represented a privately-held pipe and module fabrication company in its $80 million Regulation D private placement
• Representing a nuclear molten salt reactor start-up in conjunction with its equity financings and related corporate matters
• Represented a family-owned company in the energy and transportation logistics in its sale to a portfolio company of a large private equity fund
• Represented a NASDAQ-listed oilfield services company in conjunction with its entry into a strategic partnership agreement with a private equity-owned Scottish-based specialized technology and services company
• Represented the owners of a family-owned business in the sale of its North American flange business to a portfolio company of a private equity fund
• Represented a family-owned company in the sale of its renewables solar division to a privately-held company in the sustainable manufacturing business
• Represented a family-owned business in the sale of an oilfield services business to a publicly-traded company
• Represented an NYSE-listed oilfield services company in its $294 million acquisition of a domestic oil and gas services and technology company
• Represented an NYSE-listed oilfield services company in its complex cross-border disposition of assets in exchange for a venture-style equity investment in the purchaser
• Represented an NYSE-listed company in its acquisition of a domestic energy technology company
• Represented a privately-held company in its sale to a large NASDAQ-listed software company
• Represented a privately-held company in the sale of its salt cavern storage facility to a large, privately-held energy trading company
• Represented an AMEX-listed company in its joint US/Canadian C$74 million public offering of common stock and C$90 million offering of senior notes
• Represented a family-owned business in conjunction with its intra-family split of a large regional automotive dealerships into separately-owned real estate and automotive dealership companies
• Assisted an NYSE-listed industrial machinery and parts supplier with its Saudi joint venture, including contract matters and disputes with its joint venture partner
• Acted as “outside general counsel” for a Saudi joint venture in the rig business, which is co-owned by an NYSE-listed company and Saudi Aramco
• Represented a family-owned company in its sales of its chiropractic franchised stores to another holder of franchises
• Represented a large private equity fund in the cross-border acquisition of a portfolio of companies owning tank farms

Jonathan Newton has over 30 years’ experience as a corporate lawyer representing clients in a broad range of transactional matters, including public and private M&A, securities offerings and SEC reporting.  He regularly counsels C-suite executives and Boards of Directors on strategic initiatives and corporate governance matters.  Jonathan has extensive experience in complex cross-border and multi-jurisdictional transactions, including in both M&A and securities related deals, as well as redomestication transactions. He also has broad-based experience with joint ventures and internal corporate restructurings. Jonathan is also fluent in Spanish.

In addition to his law practice, Jonathan has significant board and management experience, which is invaluable in his providing practical, business-focused legal advice to clients. Jonathan served 10 years as commissioner on the Finance Commission of Texas, which oversees banks, savings and loan institutions and consumer credit matters.  He has also had increasing roles of responsibility during his law firm time including serving as an office managing partner and on strategy, audit and other committees. Jonathan currently serves on King & Spalding’s Policy Committee, its board of directors.

Jonathan spends a significant portion of his practice on energy-related transactions in both traditional oil & gas matters, as well as renewable and other energy transition deals. He also regularly advises family-owned companies, whether in their strategic transactions, governance issues or family-related matters.

Jonathan represents clients in a variety of capital markets transactions, including registered and private offerings of debt and equity securities, convertible and straight debt offerings, secondary and follow-on equity offerings and Rule 144A and Regulation S offerings, as well as tender offers, exchange offers and consent solicitations.

Jonathan’s client representations also encompass companies and transactions in a variety of other industries such as food & beverage, chemicals, telecom/IT/software, live events, EPC, and healthcare, and includes the representation of both domestic and foreign companies, whether public or private.

Jonathan has been regularly recognized by Chambers and The Best Lawyers in America and has been named multiple times a BTI Client Service All-Star, in addition to having been previously recognized as a Who's Who in Energy by the Houston Business Journal. He is also recognized in multiple categories by Legal 500.