Laura Washburn practices in the area of corporate and securities, with a particular focus on public company and investment adviser representation. Her areas of concentration include ‘34 Act reporting work, registration of debt and equity offerings, fund formation, fund offerings, investment adviser compliance, mergers and acquisitions and advising companies on compliance with regulations promulgated by the U.S. Securities and Exchange Commission. In particular, Laura advises companies regarding their compliance with the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act, the Investment Advisers Act and the JOBS Act.
In addition to her public company and fund representation, Laura also assists private companies in mergers, sales and other acquisition transactions, and assists private companies with capital raising transactions. No matter the type of representation, she strives to partner with her clients to achieve cost-effective and efficient solutions to legal problems.
Laura’s representation of public companies spans the spectrum of corporate and securities transactions including:
Initial public offerings of common stock
Universal shelf registrations for common stock, preferred stock, stock units and debt securities
Resale registration statements
Private fund formations
Private fund offerings
Merger transactions, including filings on Form S-4
Consultations with boards of directors regarding fiduciary duties and governance matters
Listing applications with the New York Stock Exchange and Nasdaq
‘34 Act quarterly and annual reporting
Proxy and compensation disclosure
Laura’s private company representation is multi-faceted, with an emphasis on private securities issuances, including:
Private placements, including drafting private placement memoranda and filing Form D notifications with the SEC and state securities commissions
Merger and sale transactions
Corporate, limited liability company and limited partnership formations
Corporate governance guidance
Funding transactions
Thomas Bradbury Chetwood S.J. Prize, Most Distinguished Academic Performance Leading to a Master of Laws degree Martindale-Hubbell® AV Preeminent Rated Listed in The Best Lawyers in America® Securities / Capital Markets Law, 2018-2024 Corporate Law, 2019-2024 Securities Regulation, 2024 Listed in B-Metro "Top Lawyers," 2016-2020 "Top Women Lawyers," 2016-2020 Listed in BHM BIZ “Top Lawyers,” 2016 BTI Client Service All-Star, 2020 $381 million registered secondary common stock offering for Energen Corporation Represented Energen Corporation (NYSE: EGN), an oil and natural gas exploration and production company headquartered in Birmingham, Alabama, in an underwritten secondary offering of approximately $381 million in Energen common stock. $399 million registered secondary common stock offering for Energen Corporation Represented Energen Corporation (NYSE: EGN), an oil and natural gas exploration and production company headquartered in Birmingham, Alabama, in an underwritten secondary offering of approximately $399 million in Energen common stock. Registration of Nasdaq-listed bank holding company common stock in connection with acquisition Represented a Nasdaq-listed bank holding company in the registration of approximately $18 million of common stock on Form S-4 in connection with acquisition of another bank holding company. IPO and Nasdaq listing for bank holding company Represented bank holding company in an initial public offering and listing on Nasdaq Global Market exchange, including negotiation of underwriting agreement, development of internal corporate governance policies, and review of Regulation FD procedures, all on an expedited time frame. $1.5 billion syndicated senior secured revolving credit facility to Energen Corporation Represented Energen Corporation (NYSE: EGN), an oil and natural gas exploration and production company headquartered in Birmingham, Alabama, in a $1.5 billion syndicated senior secured revolving credit facility with Wells Fargo Bank, N.A., as administrative agent for the lender group. $662.5 million capital raise for Timberland Investment Management Fund Represented Timberland Investment Management organization in formation of Delaware limited partnership and associated Delaware and Cayman Islands parallel funds, preparation of private placement documentation, and negotiation with investors for placement of $662.5 million in capital commitments for investment in North American timberlands. $300 million syndicated term loan credit facility to Energen Corporation Represent Energen Corporation (NYSE:EGN), a diversified energy holding company headquartered in Birmingham, Alabama, in a $300 million syndicated term loan credit facility with Bank of America, N.A., as agent for the lender group. $30 million sale-leaseback transaction Represented the Teachers' Retirement System of Alabama and the Employees' Retirement System of Alabama in $30 million sale-leaseback transaction with Wise Alloys LLC as lessee. $50 Million private placement of debt of Alabama Gas Corporation Represented Alabama Gas Corporation in the issuance of $50 Million in Notes in a private placement via two separate Note Purchase Agreements. Formation and Capital Raise for Timberland Investment Management Fund Represented a Timberland Investment Management organization in the formation of a $400+ million timber management fund, the members of which are state and municipal retirement funds, foreign governmental entities, insurance companies, and other financial institutions. $400 million senior notes by Energen Corporation Represented Energen Corporation (NYSE: EGN), an oil and natural gas exploration and production company headquartered in Birmingham, Alabama, in underwritten offering of $400 million in senior notes. Issuance of $5 billion in senior and medium term bank notes Represented SouthTrust Bank in the issuance of $5 billion in senior and medium term bank notes. Merger of public manufactured housing company Assisted in the negotiation and closing of the merger of Cavalier Homes, Inc. with and into a subsidiary of Southern Energy Homes. Merger of SouthTrust Corporation into Wachovia Corporation Represented SouthTrust Corporation in its merger with Wachovia Corporation in a transaction valued at more than $14 billion. Negotiation of a $75 million purchase Represented the Teachers' Retirement System of Alabama and the Employees' Retirement System of Alabama in the negotiation of a $75 million cumulative-convertible preferred membership interest purchase in Wise Metals Group LLC. Proxy contest and merger of Cavalier Homes, Inc. Represented Cavalier Homes, Inc. in its proxy fight with a dissident shareholder group and its subsequent merger with Southern Energy Homes, Inc., a subsidiary of Clayton Homes, Inc., a Berkshire Hathaway company, for approximately $48.5 million in consideration. Registration and issuance of $75 million in insured debt securities Represented Alabama Gas Corporation in registration and issuance of $75 million in insured debt securities. Registration and sale of $100 million in debt securities Registration and sale of $100 million in debt securities on behalf of Energen Corporation. Shelf registration of $225 million in debt securities Represented Alabama Gas Corporation in shelf registration of $225 million in debt securities.
