Matt Fry is an associate in the Securities/Capital Markets and Investment Funds practice groups in the Dallas office of Haynes and Boone, LLP. His practice focuses primarily on corporate and securities matters, with a concentration on public and private securities offerings. His other areas of practice include state and federal corporate and securities compliance, including under the Securities Act, Exchange Act, and Sarbanes-Oxley Act; sales of assets and stock; and general corporate planning and representation.
Mr. Fry earned his J.D. from Southern Methodist University Dedman School of Law in 2007 and his B.B.A. from Baylor University in 2004.
Selected Client Representations
Matt has represented clients in various matters, including:
- Representation as outside securities counsel companies listed on the NYSE or NASDAQ or traded over the counter in the banking, telecommunications, retail, technology and energy industries.
- Underwritten securities offerings, including common stock offerings, debt offerings and initial public offerings.
- Private offerings under Rule 144A and Regulation D.
- Representation of selling stockholders in public offerings.
- Reporting obligations under the Exchange Act and conducting annual and special stockholder meetings.
- Beneficial ownership reporting with the Securities and Exchange Commission, including the preparation of filings on Schedule 13D, Schedule 13G, Form 13F and Forms 3, 4 and 5.
- Troubled Asset Relief Program compliance.
- Compliance with corporate governance regulations, including the Sarbanes-Oxley Act of 2002 and NYSE and NASDAQ listing standards.
- Mergers and acquisitions involving public and private entities.
Recent Publications and Presentations
- "Private Placement Regulation Including the New Rule 506(c)," presentation, Business Law & Corporate Counsel Sections of the State Bar of Texas, June 2014.
- "New York Stock Exchange Compliance," presentation, DAPA Corporate Securities Institute, September 2012.
- "Pleading & Proving Loss Causation in Fraud-On-The-Market-Based Sec. Suits Post-Dura Pharmaceuticals," Securities Regulation Law Journal, Spring 2008, Volume 36, Number 1.
- Texas Super Lawyers Rising Stars Edition, 2014
Selected Representative Experience
Represented Goodman Networks Incorporated in Tack-On Offering of Senior Secured Notes Due 2018
Successfully represented Goodman Networks Incorporated, a provider of outsourced network and infrastructure services to the telecommunications industry, in a Rule 144A tack-on offering of $100 million aggregate principal amount of 12.125 percent Senior Secured Notes due 2018.
Purchase of Assets of Cellular Specialties, Inc.
Advised Goodman Networks Incorporated in connection with its acquisition of the services division of Cellular Specialties, Inc., one of the largest in-building wireless services companies in the U.S., for a price of $18 million plus up to $17 million in earn-out payments.
Represented Adams Golf in Acquisition Agreement with the adidas Group
Advised Adams Golf, Inc. in its agreement to be acquired by TaylorMade-adidas Golf in a transaction valued at about $70 million in which TaylorMade-adidas agreed to purchase all outstanding shares of Adams Golf for $10.80 cash per share for a total equity value of approximately $89 million.
Represented PlainsCapital Corporation in Small Business Lending Fund Preferred Stock Issuance
Successfully represented PlainsCapital Corporation in its private offering of $114 million of preferred stock to the U.S. Treasury under the Small Business Lending Fund.
Represented Goodman Networks Incorporated in Private Debt Offering
Successfully represented Goodman Networks Incorporated, a provider of outsourced network and infrastructure services to the telecommunications industry, in the private issuance of $225 million aggregate principal amount of 12.125 percent Senior Secured Notes due 2018.
Represented Hudson Holding Corporation in Merger
Represented Hudson Holdings Corporation in connection with its acquisition by Rodman & Renshaw Capital Group, Inc. in exchange for common stock of Rodman & Renshaw Capital Group, Inc. registered under an S-4 Registration Statement.
Represented Lighting Science Group Corporation in its recapitalization valued at $150 million.
Debt Offering - EXCO Resources, Inc.
Represented EXCO Resources, Inc. in its $750 million public offering of notes and the redemption of previously outstanding notes.
Represented Lighting Science Group Corporation in its $66 million rights offering and related private placement.
Represented PlainsCapital Corporation in TARP Preferred Stock Issuance
Successfully represented PlainsCapital Corporation in its private offering of $87.6 million of preferred stock to the U.S. Treasury under the Troubled Asset Relief Program Capital Purchase Program.
Acquisition of National Default Exchange Holdings, LP by American Processing Company, a Subsidiary of Dolan Media Company
Represented National Default Exchange, L.P. in the sale of stock to American Processing Company, LLC, a subsidiary of Dolan Media Company, for a total consideration of approximately $208 million.