Jay H. Knight
Jay Knight is head of the firm’s Capital Markets Subgroup. His practice focuses on securities offerings, mergers and acquisitions, real estate capital markets, structured finance, and the general representation of public companies and underwriters. Since his return to private practice in 2012 after having served five years in the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Jay has represented both issuers and underwriters in connection with initial public offerings (IPOs), follow-on and secondary offerings, at-the-market (ATM) programs, tender offers, SPACs, de-SPACs, and mergers and acquisitions, involving companies in a wide range of industries, including healthcare, real estate (REITs), retail, life sciences, defense and restaurant, among others. During this time, he has also led a team that has served as counsel on more than 100 structured finance transactions with collateral valued in excess of $100 billion.
Jay is nationally recognized in the securities bar and currently serves as the chair of the American Bar Association’s Federal Regulation of Securities Committee with approximately 2,500 members. He previously served as chair of its Annual Review of Securities Law Subcommittee. Jay has also been interviewed, published or quoted by numerous national news outlets on securities issues, including by The Wall Street Journal, The New York Times, American Banker, The Corporate Executive, Law360, CFO.com and others.
Featured Experience
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Lead Counsel to POINT Biopharma Inc. in its SPAC Business Combination with Research Alliance Corp. IRead More
Lead Counsel to POINT Biopharma Inc. in connection with its proposed SPAC business combination with Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I (Nasdaq: RACA), a special purpose acquisition company, sponsored by RA Capital Management. Upon closing, the combined company will be named POINT Biopharma Global Inc. and is expected to be listed on Nasdaq under the ticker symbol “PNT”.
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Represented i3 Verticals, Inc. in its initial public offering (IPO) of 7,647,500 shares of Class A common stock for a total net proceeds of $92.5 million.
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Represented Engility Holdings, Inc. (NYSE: EGL) in its acquisition of TASC, Inc.
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Engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors of Bank of America pursuant to a settlement order entered into by Bank of America and the SEC
Memberships
American Bar Association — Business Law Section
- Federal Regulation of Securities Committee — Chair (2021–present); Vice Chair (2018–2021)
- Securities Registration and Corporate Governance Subcommittees (2012–present)
- Annual Review of Securities Law Subcommittee — Chair (2015–2018)
- Drafting Subcommittee on the Section 12(g) Crowdfunding Exemption (2015)
- Drafting Subcommittee on the Crowdfunding Proposed Rule — Co-chair (2014)
National Association of Real Estate Investment Trust (NAREIT) — Government Relations Committee (2012–present)
American Health Law Association (AHLA)
Representative Experience
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Lead Counsel to POINT Biopharma Inc. in its SPAC Business Combination with Research Alliance Corp. IRead More
Lead Counsel to POINT Biopharma Inc. in connection with its proposed SPAC business combination with Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I (Nasdaq: RACA), a special purpose acquisition company, sponsored by RA Capital Management. Upon closing, the combined company will be named POINT Biopharma Global Inc. and is expected to be listed on Nasdaq under the ticker symbol “PNT”.
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Represented i3 Verticals, Inc. in its initial public offering (IPO) of 7,647,500 shares of Class A common stock for a total net proceeds of $92.5 million.
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Represented Engility Holdings, Inc. (NYSE: EGL) in its acquisition of TASC, Inc.
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Engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors of Bank of America pursuant to a settlement order entered into by Bank of America and the SEC
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Representation of Louisiana-Pacific Corporation in its offering of $350,000,000 of 3.625% senior notes due 2029.
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We represented West Virginia Mutual Insurance Company (WVMIC), the only member-owned medical liability insurance company in West Virginia, in its sale to MagMutual Insurance Company, one of the leading providers of medical professional liability insurance in the country. WVMIC will become MagMutual’s Mid-Eastern Region, adding support to policyholders and expanding their geographic footprint in West Virginia, Ohio and Kentucky.
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Representation of i3 Verticals, Inc. (Nasdaq: IIIV), an integrated payment and software solutions provider, in its public offering of 3,737,500 shares of Class A Common Stock with proceeds of $87,831,250. The underwriters included BofA Securities, Stephens Inc., Morgan Stanley, BTIG, Raymond James and D. A. Davidson & Co.
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Representation of i3 Verticals, Inc. (Nasdaq: IIIV), an integrated payment and software solutions provider, in its offering of $138 million aggregate principal amount of 1.00% Exchangeable Senior Notes due 2025, its concurrent amendment to its Amended and Restated Credit Agreement, and its concurrent entrance into exchangeable note hedge and warrant transactions with certain financial institutions. BofA Securities served as the representative of the initial purchasers of the exchangeable notes
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Representation of i3 Verticals, Inc. (Nasdaq: IIIV), an integrated payment and software solutions provider, in its secondary offering of 5,165,527 shares of Class A common stock at $22.75 per share. The underwriters included Cowen, Raymond James and BofA Merrill Lynch
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Represented Engility Holdings, Inc. (NYSE:EGL) in its $1.3 billion debt refinancing
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Represented Engility Holdings in its merger with Science Applications International Corp. in which SAIC acquired Engility in an all-stock transaction valued at $2.5 billion
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Represented NN, Inc. (Nasdaq: NNBR) in its public offering of 14,375,000 shares of common stock
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Addus Homecare August 2018 Common Stock Offering
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Represented NN, Inc. (Nasdaq: NNBR) in its acquisition of Paragon Medical
Additional Experience
- Served as lead counsel to POINT Biopharma Inc. in connection with its proposed SPAC business combination with Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I (Nasdaq: RACA), a special purpose acquisition company, sponsored by RA Capital Management. Upon closing, the combined company will be named POINT Biopharma Global Inc. and is expected to be listed on Nasdaq under the ticker symbol “PNT”.
- Served as securities counsel to Boston Scientific (NYSE: BSX); Express, Inc. (NYSE: EXPR); Hibbett Sports (Nasdaq: HIBB); i3 Verticals, Inc. (Nasdaq: IIIV); Tempur Sealy International, Inc. (NYSE: TPX); Walmart (NYSE: WMT); YUM! Brands, Inc. (NYSE: YUM); and SEC Disclosure counsel to the Audit Committee at Bank of America Corporation (NYSE: BAC).
- Represent two private operating companies in connection with separate de-SPAC transactions which have not yet publicly announced.
- Represented Linamar Corporation (Canadian public company) in connection with its private placement offering of €320,000,000 of 1.37% Senior Unsecured Notes due 2031.
- Represented i3 Verticals, Inc. (Nasdaq: IIIV) in connection with the filing of a universal shelf registration statement which registered the offer and sale of up to $250 million of the Company’s securities from time to time, as well as the possible resale by certain selling securityholders of up to 13,145,534 shares of Class A common stock to be sold from time to time.
- Represented i3 Verticals, Inc. in its follow-on offering of Class A common stock for a total net proceeds of approximately $112 million, and subsequent follow-on offering of Class A common stock for a total net proceeds of approximately $87.9 million.
- Represented NN, Inc. (Nasdaq: NNBR) in its public offering of 14,375,000 shares of common stock for a net proceeds of $217 million.
- Represented PCAOB-registered audit firm in connection with auditor independence requirements.
- Represented Engility Holdings, Inc. (NYSE: EGL) in its sale to Science Applications International Corporation (NYSE: SAIC) in an all stock-transaction valued at $2.5 billion (closing in January 2019).
- Represented i3 Verticals, Inc. (Nasdaq: IIIV) in its IPO of 7,647,500 shares of Class A common stock for a total net proceeds of $92.5 million.
- Represented Community Health Systems, Inc. (NYSE: CYH) in the spinoff IPO of Quorum Health Corporation (NYSE: QHC) and disposition of 38 hospitals.
- Represented Addus HomeCare Corporation (Nasdaq: ADUS) in its public offering of 2,100,000 shares of common stock for net proceeds of $59 million.
- Represented Engility Holdings, Inc (NYSE: EGL) in a Rule 144A debt offering and subsequent SEC-registered exchange offer.
- Represented Quorum Health Corporation (NYSE: QHC) in a Rule 144A debt offering and subsequent SEC-registered exchange offer.
- Represented Mid-America Apartments Communities, Inc. (NYSE: MAA) in its merger with Post Properties, Inc. (NYSE: PPS), valued at approximately $15 billion.
Publications
Past Events
Media Mentions & Firm News
Accolades
IFLR1000 — Notable Practitioner (2019-2021)
TheCorporateCounsel.net — Board of Advisors; Business Development Companies (BDC) practice area, Editor
Law and Policy Award — presented to the Dodd-Frank Implementation Team (2011)
Productivity Improvement Award — presented to the Shareholder Proposals Task Force (2009)
