In the News

Haynes and Boone Announces 2014 Class of Partners

Haynes and Boone, LLP has elevated 12 lawyers to partnership from the firm’s New York, Dallas, Houston and Richardson offices.

The new class is comprised of Aaron Beim, Jason Bloom, Ryan Cox, John Harper, Alan Herda, Brent Huddleston, Thomas Kelton, Liz Klingensmith, Sam Lichtman, Chris RogersTony Soards and Jennifer Wisinski. >>



Recent Publications

Delaware Supreme Court Holds Fee-Shifting Provisions in Bylaws Facially Valid

Many entities choose to incorporate in Delaware as a result of the abundance of case law on corporate matters and the willingness and ability of the Delaware legislature to adapt to changing times. >>

HSR Update: Antitrust Scrutiny of Non-reportable Transactions

Even if the parties determine that a proposed transaction is not subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”), the parties should take note of the recent activities and current views of agency staff regarding investigations of non-reportable transactions. >>

Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions

On January 17, 2014, the Federal Trade Commission (FTC) announced increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). >>



Jennifer T. Wisinski

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, 75219
T +1 214.651.5330
F +1 214.200.0768

Áreas de Practica

Educación

  • J.D., University of Texas at Austin School of Law, 1991, with honors; Order of the Coif
  • B.A., University of Texas at Austin, 1988, with high honors; Plan II Program

Bar Admissions

  • Texas
Jennifer T. Wisinski

Jennifer Wisinski maintains a general corporate practice with an emphasis on corporate securities, mergers and acquisitions, and corporate counseling.

Jennifer's practice includes the representation of publicly-held and private companies in a broad cross section of industries. She regularly counsels clients on issues relating to public and private equity and debt offerings, periodic SEC filings, high-yield debt and equity transactions, mergers and acquisitions involving both public and private companies, anititakeover matters, including poison pills and hostile takeovers, and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

A representative list of transactional matters appears below:

  • Public offerings of common stock, convertible notes and other debt securities;
  • Mergers and acquisitions involving public and private companies, including going private transactions;
  • Rule 144A high yield debt offerings;
  • Tender offers for debt securities;
  • Proxy contests and hostile tender offers;
  • Representation of a public entity in the public/private development and financing of Lone Star Park at Grand Prairie, a mid-sized concert venue and a minor league professional baseball stadium.

Selected Representative Experience


$500 Million Senior Notes Offering
Represented EXCO Resources, Inc. in its public offering of $500 million aggregate principal amount of 8.5 percent Senior Notes.

EXCO Resources Resale Registration Statement
Represented EXCO Resources, Inc. in the Form S-3 resale registration of 135,349,733 shares of common stock.

EXCO Resources Rights Offering
Represented EXCO Resources, Inc. in raising approximately $273 million through a common stock offering, rights offering and related private placements.

Innovative Mag-Drive, LLC Acquisition
Represented Flowserve US Inc. in its acquisition of Innovative Mag-Drive, LLC d/b/a Innomag, a manufacturer of advanced sealless magnetic drive centrifugal pumps.

Wood Group E & PF Holdings, Inc. in the Acquisition of Elkhorn Holdings, Inc.
Represented Wood Group E & PF Holdings, Inc. in the acquisition of Elkhorn Holdings, Inc., an S-Corporation which was 100 percent owned by an employee stock ownership plan and trust in its acquisition of all of the common stock pursuant to a purchase of shares and a redemption of shares by the target corporation.

$300 Million Senior Notes Offering
Represented Flowserve in its public offering of $300 million aggregate principal amount of investment grade 4 percent Senior Notes.

Alliance Acquisition
Represented CD Listening Bar, Inc. d/b/a Super D in its acquisition of Alliance Entertainment Holding Corporation, a multimedia wholesale distributor.

Acquisition of Marketing Werks, Inc.
Represented CROSSMARK, Inc., a leading consumer goods sales and marketing services company, in its acquisition of Marketing Werks Inc., the largest independent consumer-engagement company in the country.

Goodman Networks Incorporated Acquisition of Multiband Corporation
Represented Goodman Networks Incorporated in its acquisition of Multiband Corporation, a Minneapolis, Minnesota-based, publicly traded company.

FirstCity Financial Corporation
Represented FirstCity Financial Corporation in merger with affiliates of Värde Partners, Inc., pursuant to which FirstCity became a privately held entity.

Debt Offering - EXCO Resources, Inc.
Represented EXCO Resources, Inc. in its $750 million public offering of notes and the redemption of previously outstanding notes.

Apollo Management VII, L.P. Acquisition of Parallel Petroleum Corporation
Represented Parallel Petroleum Corporation in the sale of the company to Apollo Management VII, L.P.

Going Private Transaction - McNeil Partners
Represented McNeil Partners, L.P. in the sale of the company to Whitehall Street/Goldman Sachs.

Defense of Proxy Contest
Represented AAON in the defense of a proxy contest by Bay Harbour.

TMBR/Sharp Drilling, Inc. in its Merger with a Subsidiary of Patterson/UTI Energy, Inc.
Represented TMBR/Sharp Drilling, Inc. in connection with the merger of TMBR/Sharp Drilling into a subsidiary of Patterson/UTI Energy, Inc.

Lone Star Park - Magna Entertainment Bankruptcy
Representation of the City of Grand Prairie and the Grand Prairie Sports Facilities Development Corporation in the Magna Entertainment Corporation Chapter 11 proceedings in Delaware, which led to Bankruptcy Court approval of the assumption and assignment of the lease with the debtors governing the Lone Star Park racing facilities.

Online Publications

06/16/2014 - Delaware Supreme Court Holds Fee-Shifting Provisions in Bylaws Facially Valid
Many entities choose to incorporate in Delaware as a result of the abundance of case law on corporate matters and the willingness and ability of the Delaware legislature to adapt to changing times.

05/08/2014 - HSR Update: Antitrust Scrutiny of Non-reportable Transactions
Even if the parties determine that a proposed transaction is not subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”), the parties should take note of the recent activities and current views of agency staff regarding investigations of non-reportable transactions.

01/23/2014 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
On January 17, 2014, the Federal Trade Commission (FTC) announced increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

07/09/2013 - FTC Makes Changes to Withdrawal and Resubmission Process for HSR Filings
The Federal Trade Commission (FTC) finalized amendments to formally adopt a framework regarding the voluntary withdrawal of Hart Scott Rodino (HSR) premerger notification filings and submission without an additional filing fee to allow additional time for enforcement agency review of transactions during the initial HSR waiting period. Significantly, the proposed rules also establish that an HSR filing will be automatically withdrawn when certain filings by the parties are made with the Securities and Exchange Commission (SEC) announcing that a tender offer or agreement has been terminated.

01/18/2013 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
The Federal Trade Commission (FTC) announced its annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds effective on February 11, 2013.

08/17/2012 - DealThink: Doing the Two-Step (Or the One-Step): A Look at One-Step and Two-Step Mergers
You are the general counsel of a public company. The CEO walks into your office one day and says that the board of directors has identified a merger target for the company, a public company incorporated in Delaware, but time is of the essence. The CEO asks you what the differences are between one-step and two-step mergers.

07/25/2012 - DealThink: Hart-Scott-Rodino (HSR) Basics
You are the general counsel of a public company. One day, the CEO asks you how the “HSR Act” affects the company. This alert provides an overview.

05/21/2012 - DealThink: Under Siege 2 - Shoring up Your Defenses
What can you do to assess how vulnerable your company is to and, possibly, prepare for a hostile takeover, including shoring up your defenses?

01/30/2012 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
The Federal Trade Commission (FTC) recently announced its annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds.

08/18/2011 - When a Stranger Knocks
Your CEO calls you, as the general counsel of a public company, to tell you that a third party has made an unsolicited offer for the company. What are the first steps you should take?

07/21/2011 - Law360 Guest Column: Streamlining HSR Act Reporting
On July 7, 2011, the Federal Trade Commission announced that it had finalized changes proposed in August 2010 to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“form”) required to be filed by companies with the FTC and Antitrust Division of the U.S. Department of Justice (collectively, the “agencies”) in connection with certain acquisitions that meet the requisite thresholds and are not exempt.

07/11/2011 - Important Changes to HSR Act Reporting Requirements
On July 7, 2011, the Federal Trade Commission (“FTC”) announced that it had finalized changes proposed in August 2010 to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC and Antitrust Division of the U.S. Department of Justice (collectively, the “Agencies”) in connection with certain acquisitions that meet the requisite thresholds and are not exempt.

06/15/2011 - Top Ten Initial Considerations in a Going Private Transaction
As the general counsel of a public company, you are busy working one day and the CEO walks into your office and says, “I’ve been thinking that I would like to make a proposal to take this company private. I need your advice on how to get started.” The following points should be considered to help make the process easier.

05/13/2011 - FTC Premerger Notification Office Revised Position on the Use of Escrows
Recently, the Premerger Notification Office (“PNO”) issued a statement to clarify the use of escrows in connection with transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).

09/10/2010 - Proposed Changes to the Hart-Scott Rodino Act and the Premerger Notification and Report Form
Recently, the Federal Trade Commission (“FTC”) proposed changes to the Hart-Scott Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC or Antitrust Division of the U.S. Department of Justice (“Agencies”) for their review of certain proposed transactions with a value in excess of $63.4 million (the current size of the transaction threshold).

02/23/2010 - FTC Lowers HSR Notification Thresholds for 2010
On January 19, 2010, the Federal Trade Commission (FTC) announced its annual adjustment to the pre-merger notification filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), and for the first time in history, the HSR thresholds were decreased. The new thresholds became effective February 22, 2010.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

01/16/2009 - Hart Scott Rodino Act: Annual Jurisdictional Thresholds Revisions and Civil Penalties Adjustments
The Federal Trade Commission (FTC) has announced its annual revisions to the Hart Scott Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds. The revised thresholds will become effective on February 12, 2009 and will apply to all transactions closing on or after that date.

01/28/2008 - Annual Revisions to HSR Act Thresholds

10/05/2006 - IRS and Treasury Department Extend Section 409A Deadlines One More Year!

SEC Proposes to Require Certification of Annual and Quarterly Reports