Jason C. Nelson
Senior Associate
Email: jcnelson@mercerthompson.com
Direct Dial: 404.577.4245
Fax: 404.577.4206
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Jason C. Nelson is a corporate counselor who represents public and private, domestic and international, companies in a panoply of complex transactional areas, including securities and capital markets, corporate finance, project finance, mergers and acquisitions, corporate governance, private equity, and venture capital. He has a particular focus on power production, including nuclear energy, fossil fuels, and renewables. Mr. Nelson regularly interacts with federal government agencies tasked with regulating and financing projects in the energy industry, including the Nuclear Regulatory Commission, Department of Energy, Department of Transportation, and Federal Financing Bank.
As a former banker, with deep academic credentials in management and finance, Mr. Nelson brings a “business mindset” to his transactional practice. He leverages this asset when he advises clients on secured and unsecured financings, company acquisitions and divestitures, and compliance with federal securities laws and reporting matters, including the Sarbanes-Oxley Act, Dodd-Frank, and NYSE corporate governance standards. Mr. Nelson routinely counsels issuers on initial public offerings, Rule 144A and Regulation S offerings, A/B exchanges, secondary, exchange, and shelf offerings, Regulation D placements, warrant issuances, and takeover defense strategies.
He also works with early stage companies in the energy sector, having served as outside general counsel for a start-up international mining company. Mr. Nelson’s cross-border experience includes advising on stock exchange listings and other general business matters in Canada, as well as Latin American work in countries such as Brazil and Venezuela.
Practice Areas
- Securities
- Capital Markets
- Corporate Finance
- Project Finance and Development
- Mergers & Acquisitions
- Corporate Governance
- Nuclear Energy
- Fossil Fuels
- Renewable Energy
- Federal Loan Guarantees
- Utility Regulation
- Private Equity and Venture Capital
Education
- University of Michigan Law School (J.D., cum laude, 2004) (S.K. Yee Scholarship, Michigan Journal of International Law and Michigan Journal of Gender and Law)
- Stanford University (M.A., Sociology, 2002, M.A., Organizational Behavior, 2001) (Steele and Cagle Fellowships)
- Tulane University (M.B.A., 1997) (Morton A. Aldrich Scholarship)
- University of Houston Clear Lake (B.S., Finance, summa cum laude, 1993)
Professional Experience
- Associate, Mercer Thompson LLC, 2011 to Present
- General Counsel, Naturaceuticals, LLC, 2010 - 2011
- Associate, Hogan Lovells US LLP, 2007 - 2010
- Associate, Kirkland & Ellis LLP, 2005 - 2006
Prior to embarking on his legal career, Mr. Nelson worked in finance with Wachovia Securities, Enron Energy Services, and J.P. Morgan Chase & Co.
Representative Transactions
Offerings / Financings:
- Represent a leading public utility company in a $300 million shelf offering of unsecured and unsubordinated debentures.
- Represent a leading motion picture exhibitor in a $400 million Rule 144A /Regulation S offering of unsecured senior notes.
- Represent a precious metals mining company in a $247 million follow-on offering of common stock in the United States and Canada.
- Represent a green energy technology company in an exchange of approximately $43 million of guaranteed convertible notes for approximately 33.4 million shares of common stock.
- Represent a green energy technology company in the issuance and sale of senior secured convertible promissory notes.
- Represent an international precious metals exploration and mining company in several PIPE offerings.
- Represent a Canadian oil and gas exploration and production company in its preparation for a United States private placement, including the preparation of a comprehensive legal memorandum directed to the company’s Board of Directors explaining the available forms of United States shelf registrations available to Canadian companies.
- Represent a financial services holding company in its multimillion dollar application to the federal government for funds under the Troubled Asset Relief Program (TARP).
- Represent an independent oil and gas company in amending two series of subordinated convertible notes in order to allow it to forgo certain scheduled interest payments.
Mergers and Acquisitions:
- Represent one of the largest health insurance providers in the United States in its acquisition of a provider of information management systems for $775 million.
- Represent an apartment real estate investment trust (REIT) in its sale to a partnership for $22.2 billion.
- Represent a private holding company that includes a stable of entertainment, media, and sports businesses, in its acquisition of a national and state park concessionaire for approximately $500 million.
- Represent a petrochemical entity in Mexico in the development of a world-scale olefins and derivatives complex based on natural gasoline feedstock with a projected initial investment of approximately $2 billion.
- Represent a leading motion picture exhibitor in its acquisition of a 48-theatre chain for approximately $210 million.
- Represent a private equity investment firm in its acquisition of a provider of marine transportation solutions.
- Represent a software company in its sale to a leading supplier of networking equipment and network management for the Internet.
- Represent a midstream energy company in its acquisition of gathering assets.
- Represent a Texas-based oil field equipment company in its sale of a minority interest.
Securities / General Corporate / Corporate Governance:
- Represent a leading public utility company in amending and restating its omnibus stock incentive plan.
- Represent a leading public utility company in filing a shelf registration for its stock purchase and dividend reinvestment plan.
- Act as outside general counsel to an international precious metals exploration and mining company, with respect to SEC reporting and compliance, board minutes and resolutions, corporate governance matters, employment and consulting agreements, non-disclosure agreements, warrant and option issuances, Rule 144 investor compliance, takeover defense preparation, as well as other general corporate and commercial matters in the United States, Latin America, and Canada.
- Represent a Canadian oil and gas exploration and production company with respect to its initial listing application with NYSE Amex Equities as well as corporate governance matters and SEC reporting and compliance.
- Represent domestic and international companies in energy, healthcare, fast food, and entertainment with SEC reporting and compliance as well as takeover defense preparation.
- Represent a private company with respect to amending and restating executive compensation agreements.
Publications
- The Application of the International Law of State Succession to the United States: A Reassessment of the Treaty between the Republic of Texas and the Cherokee Indians, 17 Duke Journal of Comparative and International Law 1 (2006).
- The United Nations and the Employment of Sanctions as a Tool of International Statecraft: Social Power Theory as a Predictor of Threat Theory Utility, 29 Law and Psychology Review 105 (2005).
- The Contemporary Seabed Mining Regime: A Critical Analysis of the Mining Regulations Promulgated by the International Seabed Authority, 16 Colorado Journal of International Environmental Law and Policy 27 (2005).
- Diversity of Cacophony? New Sources of Norms in International Law Symposium. A Commentary to Montserrat Guibernau Nations without States: Political Communities in the Global Age, 25 Michigan Journal of International Law 1293 (2004).
Bar Admissions
- District of Columbia
- Colorado
Bar Activities and Legal Associations
- Energy Bar Association
- American Bar Association (Member, Young Lawyers Division, Minorities in the Profession Committee)
- Federal Bar Association
- National Native American Bar Association
- Colorado and District of Columbia Bar Associations