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Matt Franker has more than fifteen years of experience advising public companies, underwriters, and boards of directors in capital markets offerings, disclosure and securities compliance matters, corporate governance, mergers and acquisitions, and general corporate issues. Mr. Franker has significant experience representing companies from a broad range of industries, including life sciences, financial services, manufacturing, energy, consumer products, and telecommunications. Mr. Franker, a former SEC staff member, also has extensive experience advising clients on SEC rulemakings and regulatory proceedings.
Mr. Franker 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. Mr. Franker 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, Mr. Franker 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.
Transactional
- Air Products and Chemicals, Inc. in registered debt offerings of $3.8 billion of dollar-denominated notes and €1.0 billion of Eurobonds.
- Omeros Corporation in various equity offerings that raised an aggregate amount of approximately $450 million and $420 million of convertible note offerings.
- REGENXBIO in common stock offerings raising approximately $520 million.
- Edison International in a $1.5 billion at-the-market offering facility.
- Acorda Therapeutics in a private convertible note exchange and an at-the-market equity offering.
- 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.
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.
Memberships and Affiliations
- District of Columbia Bar Association, Co-Chair of the Corporate Law and Business Committee
- Society for Corporate Governance, Member
February 2021
As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...
January 4, 2021, Covington Alert
On December 22, 2020, the SEC approved a rule change by the New York Stock Exchange (the “NYSE”) to allow issuers to offer and sell newly issued shares through the direct listing process (a “Primary Direct Floor Listing”). The NYSE historically has allowed direct listings only when issuers list securities on the NYSE in tandem with an offering of outstanding ...
December 8, 2020, Covington Alert
On November 24, 2020, Glass Lewis published updates to its proxy voting guidance for annual shareholder meetings to be held after January 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, environmental and social issues, and compensation issues. Glass Lewis also published updates to its guidance on shareholder ...
December 7, 2020, Covington Alert
On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal (the “Proposal”) to the Securities and Exchange Commission (the “SEC”) to amend its listing standards to require, subject to certain exceptions, new disclosures regarding director diversity. If adopted, the Proposal would require the board of a Nasdaq-listed company to have at least ...
November 20, 2020, Covington Alert
On November 17, 2020, the Securities and Exchange Commission (the “SEC”) took long-awaited action to modernize its electronic filing requirements to permit the use of electronic signatures in SEC filings. The rule amendments will become effective immediately upon their publication in the Federal Register. We expect that public companies and other filing persons ...
November 19, 2020, Covington Alert
On November 12, 2020, Institutional Shareholder Services (“ISS”) published updates to its proxy voting guidance generally for annual shareholder meetings to be held on or after February 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, and environmental and social issues.
November 2, 2020, Covington Alert
On September 11, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued a final rule amending its statistical disclosure requirements for bank holding companies, banks, savings and loan holding companies, and savings and loan associations (“banking registrants”) in registration statements and other disclosure documents. The final rule replaces Guide 3, ...
October 22, 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company. This playbook answers questions that companies may have about planning and holding such a meeting.
October 12, 2020
WASHINGTON—Covington represented TriState Capital Holdings, Inc., which entered into a definitive agreement with funds managed by Stone Point Capital LLC to raise $105 million in new capital to finance the continued execution of the company’s high-growth strategy for its TriState Capital Bank and Chartwell Investment Partners businesses. TriState Capital is a ...
October 5, 2020, Covington Alert
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the shareholder proposal rule: Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 requires companies that are subject to the federal proxy rules to include shareholder proposals in their shareholder meeting proxy statements, subject to certain procedural and ...
September 8, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (the ”SEC”) amended the definitions of “accredited investor” in Rule 501(a) of Regulation D and “qualified institutional buyer” (“QIB”) in Rule 144A, each under the Securities Act of 1933 (the “Securities Act”). These amendments are part of the SEC’s broader effort to simplify, harmonize, and improve the ...
August 31, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements of Regulation S-K. These amendments are part of the SEC’s ongoing Disclosure Effectiveness Initiative, the goal of which is to modernize the business and financial ...
July 27, 2020, Covington Alert
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted several proxy rule amendments dealing with proxy advisory firms as part of its ongoing effort to modernize the proxy voting system. The proxy rule amendments, which were proposed in November 2019, codify the SEC’s view that proxy voting advice generally constitutes a solicitation under the ...
July 20, 2020, Covington Alert
The COVID-19 pandemic continues to present public companies with new regulatory compliance and financial reporting challenges. Adjusting the presentation of GAAP financial measures to take into account COVID-19-related expenses is one such challenge and should be considered carefully in light of the SEC’s heightened scrutiny in this area. The SEC’s Division of ...
July 9, 2020, Covington Alert
The second quarter of 2020 is the first period in which most U.S. public companies were fully confronted with challenges presented by the COVID-19 global pandemic. The SEC and its staff (the “Staff”) have recently issued a number of statements regarding disclosure considerations and updates to reporting relief that will affect various aspects of companies’ ...
June 11, 2020, Covington Alert
On May 20, 2020, the SEC adopted amendments to requirements for financial disclosures about acquired and disposed businesses. These rules have remained largely static for several decades, even as many other SEC rules and forms have undergone significant revisions in that time period. The amendments are intended to reduce the complexity and costs associated with ...
June 2, 2020, Covington Alert
Increased attention has recently been given by both investors and the Securities and Exchange Commission (SEC) to promoting clear and comparable disclosures of environmental, social and governance (ESG) factors. On May 21, the SEC's Investor Advisory Committee (Committee) debated and endorsed recommendations of the Investor as Owner Subcommittee that the SEC ...
May 14, 2020, Covington Alert
The SEC and its staff continue to respond to the COVID-19 pandemic by providing public companies and other filers with relief from certain reporting requirements, as well as rule amendments. Recently, the SEC’s Division of Corporation Finance (the “Division”) issued several frequently asked questions (“FAQs”) relating to the SEC’s March 25, 2020 Order that ...
May 7, 2020, Covington Alert
In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...
April 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company, with a particular focus on the unique situation facing companies due to the global coronavirus (COVID-19) pandemic. It includes answers to questions that companies may have in deciding upon and planning for such a meeting.
April 16, 2020, Covington Alert
The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.
April 9, 2020, Covington Alert
The SEC and its staff have responded to the COVID-19 pandemic by providing public companies and other filers affected by the pandemic with relief from certain reporting requirements, as well as helpful disclosure guidance.
April 7, 2020, Covington Alert
Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.
April 2, 2020, Covington Alert
When an executive officer or director becomes seriously ill, including due to COVID-19, U.S. public companies and foreign private issuers must consider their disclosure obligations as well as governance and other key topics. This alert discusses these considerations.
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
March 27, 2020, Covington Alert
The SEC has provided additional relief for public companies and other filers affected by the COVID-19 pandemic. Also, the SEC's Division of Corporation Finance (the "Division") has issued disclosure guidance regarding COVID-19 and related business and market disruptions Disclosure Guidance Topic No. 9 (the "Disclosure Topic 9"). This alert discusses the key ...
March 26, 2020, Covington Alert
Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...
March 25, 2020, Covington Alert
The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...
March 20, 2020, Covington Alert
January 28, 2020, Covington Alert
Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.
November 11, 2019, Covington Alert
On November 5, 2019, the Securities and Exchange Commission (SEC) proposed two rule amendments as part of its ongoing effort to modernize and improve the proxy voting system. The SEC proposed amendments to its rules governing proxy solicitations to clarify the application of such rules to proxy advisory firms making voting recommendations and to impose new ...
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
January 7, 2019, Covington Alert
On December 18, 2018, the Securities and Exchange Commission (the “SEC”) announced that it had adopted final rules1 implementing a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring public companies to make certain disclosures regarding their hedging policies and practices.
October 25, 2018, Covington Alert
On October 16, 2018, the Securities and Exchange Commission (the “Commission”) issued a Section 21(a) report of investigation (the “Report”) warning public companies about the importance of assessing the likelihood of cyber-related threats when designing internal accounting controls. The Report described the Division of Enforcement’s investigation of nine ...
October 10, 2018, Covington Alert
As described in our earlier alert, in August the Securities and Exchange Commission (the “Commission”) adopted amendments to its disclosure rules to eliminate requirements it deemed “redundant, duplicative, overlapping, outdated, or superseded” (the “Amendments”) based, in part, on other Commission rules and generally accepted accounting principles in the United ...
August 29, 2018, Covington Alert
The Securities and Exchange Commission (the Commission) recently adopted amendments to its disclosure rules to eliminate requirements that it deems “redundant, duplicative, overlapping, outdated, or superseded” based, in part, on other Commission rules and generally accepted accounting principles in the United States (U.S. GAAP).
January/February 2018, The Corporate Governance Advisor
December 28, 2017, Covington Alert
On December 22, 2017, the President signed the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). On the same day, the staff of the SEC’s Office of the Chief Accountant and Division of Corporation Finance (the “Staff”) issued guidance regarding the 2017 Tax Act in Staff Accounting Bulletin No. 118 (“SAB 118”),1 which addresses certain financial statement ...
November 14, 2017
WASHINGTON—Covington advised the underwriters in the $100 million initial public offering of Merchants Bancorp. Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana. Merchants currently operates multiple lines of business with a focus on Federal Housing Administration multi-family housing and healthcare facility financing and ...
November 7, 2017, Covington Alert
On November 1, 2017, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published Staff Legal Bulletin No. 14I (“SLB 14I”), which includes important new guidance regarding the Staff’s administration of the SEC’s shareholder proposal rule.
September 26, 2017, Covington Alert
On September 21, 2017, the Securities and Exchange Commission (the “SEC”), as well as the SEC’s Division of Corporation Finance (the “Staff”), published new interpretive guidance to assist public companies in complying with the SEC’s pay ratio disclosure rule. The new guidance addresses many questions that have been raised regarding the rule, including how a ...
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 ...
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 ...
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 ...
Covington Announces Seven New Counsel
April 17, 2014
WASHINGTON, DC, April 17, 2014 — Covington & Burling is pleased to announce the promotion of four lawyers to of counsel and three lawyers to special counsel, effective April 1, 2014. The new of counsel are as follows: Lindsay Burke advises U.S., international, and multinational employers on employee management issues and international HR compliance. Her ...
11/07/2013
WASHINGTON, DC, November 7, 2013 — Salix Pharmaceuticals, Ltd., and Santarus, Inc. announced today that the companies have entered into a merger agreement where Salix will acquire all of the outstanding stock of Santarus for $32 in cash per share, for a total value of approximately $2.6 billion. Covington & Burling LLP is advising Salix on both the acquisition ...
3/11/2013, Bloomberg BNA Securities Regulation & Law Report
U.S. Prospectus Requirements
October 22, 2012, International Law Institute's 2012 Capital Markets: Development and Regulation
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 ...
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 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 ...
December 2011, Insights
Developments in the Regulation of Credit Ratings and Their Effects on Capital Markets Practices
November 2011, Practising Law Institute 43rd Annual Institute on Securities Regulation
August 31, 2011
NEW YORK, August 31, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has entered into a definitive agreement to sell the drilling products business of its recently acquired LeTourneau Technologies, Inc. to Cameron International Corporation (NYSE: CAM) for $375 million in cash, subject to ...
July 15, 2011
WASHINGTON, DC, July 15, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported yesterday that it has signed a definitive agreement to acquire approximately 41 percent of the outstanding common stock of International Mining Machinery Holdings Ltd. (IMM), a Hong Kong listed designer and manufacturer of ...
5/16/2011
WASHINGTON, DC, May 16, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100 percent ownership interest in LeTourneau Technologies, Inc. (“LeTourneau”) from Rowan Companies, Inc. (“Rowan”) (NYSE: RDC) for $1.1 billion in cash. LeTourneau designs, ...
April 2011, Council of Institutional Investors
December 2010, first published in Westlaw Business Currents
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 ...
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 ...
7/18/2008
WASHINGTON, DC, July 18, 2008 — The Washington Post Company has reached an agreement with NBC to acquire WTVJ, the NBC owned and operated television station in Miami, Florida. Post-Newsweek Stations, Inc., a Washington Post Company subsidiary, will continue to operate WTVJ as an NBC affiliate. Covington & Burling LLP advised The Washington Post Company on the ...
2004, 36 Geo. Wash. Int’l L. Rev. 877
- Legal 500 US, Finance - Capital Markets
COVID-19: Legal and Business Toolkit
We are helping clients around the world navigate this evolving, complex situation.
Practices
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