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Jonathan Newton has 30 years of experience as a corporate lawyer representing clients in a broad range of transactional matters, including public and private M&A, securities offerings and SEC reporting obligations.  He regularly counsels C-suite executives and Board members on strategic initiatives and corporate governance matters.  He also has extensive experience with internal corporate restructurings, venture capital financings and joint ventures.  In addition to his law practice, Jonathan served for 10 years as commissioner on the Finance Commission of Texas, which oversees banks, savings and loan institutions and consumer credit matters.  Jonathan speaks Spanish fluently.

Jonathan spends a significant portion of his practice on energy-related transactions in both traditional O&G matters as well as renewable and other energy transition deals. He has extensive experience in complex cross-border and multi-jurisdictional transactions, including in both M&A and securities related deals, as well as redomestication transactions.

He also has extensive experience advising family-owned companies, whether in their strategic transactions, governance issues or family-related matters.

Jonathan represents clients in a variety of capital markets transactions, including registered and private offerings of debt and equity securities, convertible and straight debt offerings, secondary and follow-on equity offerings and Rule 144A and Regulation S offerings, as well as tender offers, exchange offers and consent solicitations.

In addition to the energy industry, Jonathan’s client representations encompass companies and transactions in a variety of other industries (chemicals, telecom/IT/software, live events, food & beverage, EPC, and healthcare) and includes the representation of both domestic and foreign companies, whether public or private.

Jonathan has been regularly recognized by The Best Lawyers in America and has been named multiple times a BTI Client Service All-Star, in addition to having been previously recognized as a Who's Who in Energy by the Houston Business Journal.

Full Bio

Credentials

J.D., The University of Texas School of Law

B.A., Cornell University, cum laude

Texas

Judicial Clerk, Raul Gonzalez, Texas Supreme Court;

Houston Bar Foundation

Society for Corporate Governance

State Bar of Texas

Texas General Counsel Forum, Member of Houston Chapter Board

Spanish

Recognized in Chambers USA 2024


Chambers, 2024

Professional Excellence - Corporate Law


The Best Lawyers In America, 2022, 2024

BTI Consulting Group Client Service All-Star


2021

BTI Consulting Group Client Service All-Star


2018

Recognized - Best Lawyers


2016 - 2024

Society for Corporate Governance, Member


Houston Chapter Advisory Board (and Former Chapter President)

Notable Practitioner


Chambers USA, 2015 - 2017

Listed


Houston Business Journal's List of Who's Who in Energy, 2014

Previously recognized, Top Lawyers


H Texas Magazine and The Rising Star edition of Texas Super Lawyers

Close

Recognition

Recognized in Chambers USA 2024


Chambers, 2024

Professional Excellence - Corporate Law


The Best Lawyers In America, 2022, 2024

BTI Consulting Group Client Service All-Star


2021

BTI Consulting Group Client Service All-Star


2018

Recognized - Best Lawyers


2016 - 2024

Society for Corporate Governance, Member


Houston Chapter Advisory Board (and Former Chapter President)

Notable Practitioner


Chambers USA, 2015 - 2017

Listed


Houston Business Journal's List of Who's Who in Energy, 2014

Previously recognized, Top Lawyers


H Texas Magazine and The Rising Star edition of Texas Super Lawyers

Matters

Represented an Australian ASX-listed company in connection with the U.S. securities law aspects of its $6.2 billion public-to-public merger via a scheme of arrangement with a Papua New Guinea O&G company also listed on the ASX

Represented an NYSE-listed company in its re-domestication from Delaware to the UK (valued at $4.29 billion).

Represented an NYSE-listed chemicals company in its $2.5 billion public company acquisition by a Korean-based chemicals company

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Close

Matters

Represented an Australian ASX-listed company in connection with the U.S. securities law aspects of its $6.2 billion public-to-public merger via a scheme of arrangement with a Papua New Guinea O&G company also listed on the ASX

Represented an NYSE-listed company in its re-domestication from Delaware to the UK (valued at $4.29 billion).

Represented an NYSE-listed chemicals company in its $2.5 billion public company acquisition by a Korean-based chemicals company

Advised an NYSE-listed (now UK-based) drilling rig company on multiple public company M&A transactions

Advised a NASDAQ-listed medical device company on multiple public company M&A transactions

Represented an NYSE-listed industrials company in its issuance and listing of $2.4 billion of debt on the Cayman Stock Exchange

Represented an NYSE-listed industrials company in its listing of five separate tranches of publicly registered notes totaling $2.3 billion on the Cayman Stock Exchange

Represented an NYSE-listed oilfield services company in its concurrent $1.4 billion registered offering of senior notes and $700 million tender offer for senior notes

Represented an oilfield services company in conjunction with it going public on NASDAQ post-bankruptcy following the filing of a Form 10

Represented companies in a variety of industries ranging from energy to healthcare to IT on their IPOs or follow-on offerings, whether registered or private offerings, debt or equity

Provide activist-defense advice and strategies to publicly-traded clients

Represented a dual-listed TSX and NYSE AMEX gold mining company in its successful fight against a hostile takeover bid

Represented an NYSE-listed oilfield services company in conjunction with three consecutive strategic dispositions for proceeds totaling almost $1 billion

Represented an NYSE-listed company in its €690 million acquisition of a Spanish company with multijurisdictional operations

Represented an NYSE-listed oilfield services company in its $490 million acquisition of a Russian oil field services company

Advised an NYSE-listed chemicals company on select issues related to its $247 million public company acquisition by a private equity fund

Represented a NASDAQ-listed oilfield services company in conjunction with its participation in PEMEX’s supplier payment program relating to PEMEX’s issuance of $2 billion senior unsecured subordinated notes due 2029

Regularly represent public and private companies with their internal corporate reorganizations and restructurings, including in conjunction with entity elimination projects, tax restructurings, IP migrations, supply chain reorganizations, pre-closing restructurings and post-closing integrations

Regularly advise public companies in a host of industries on executive compensation-related matters under U.S. securities laws, including in conjunction with their annual proxy statements

Provide cross-border counseling to U.S. and foreign companies on their proposed or ongoing “in-bound” and “out-bound” corporate investments or other transactions

Represented a major NYSE-listed O&G company on the corporate and transactional issues arising from its interests in the Fieldwood bankruptcy

Represented NYSE-listed major O&G company in conjunction with its multi-year international entity elimination project involving hundreds of subsidiaries

Represented a large-family-owned company in its strategic disposition of its hotel-related A/V business to the portfolio company of a large private equity firm

Represented a large NYSE-listed O&G company on its acquisition via a merger of a private-equity owned asset performance management and reliability company

Represented an NYSE-listed chemicals company in conjunction with its private offering of $400 million in aggregate principal amount of senior notes

Represented an ASX-listed company in its A$350 million acquisition of a U.S. privately-held company

Represented a privately-held pipe and module fabrication company in its $80 million Regulation D private placement

Representing a nuclear molten salt reactor start-up in conjunction with its equity financings and related corporate matters

Represented a family-owned company in the energy and transportation logistics in its sale to a portfolio company of a large private equity fund

Represented a NASDAQ-listed oilfield services company in conjunction with its entry into a strategic partnership agreement with a private equity-owned Scottish-based specialized technology and services company

Represented the owners of a family-owned business in the sale of its North American flange business to a portfolio company of a private equity fund

Represented a family-owned company in the sale of its renewables solar division to a privately-held company in the sustainable manufacturing business

Represented a family-owned business in the sale of an oilfield services business to a publicly-traded company

Represented an NYSE-listed oilfield services company in its $294 million acquisition of a domestic oil and gas services and technology company

Represented an NYSE-listed oilfield services company in its complex cross-border disposition of assets in exchange for a venture-style equity investment in the purchaser

Represented an NYSE-listed company in its acquisition of a domestic energy technology company

Represented a privately-held company in its sale to a large NASDAQ-listed software company

Represented a privately-held company in the sale of its salt cavern storage facility to a large, privately-held energy trading company

Represented an AMEX-listed company in its joint US/Canadian C$74 million public offering of common stock and C$90 million offering of senior notes

Represented a family-owned business in conjunction with its intra-family split of a large regional automotive dealerships into separately-owned real estate and automotive dealership companies

Assisted an NYSE-listed industrial machinery and parts supplier with its Saudi joint venture, including contract matters and disputes with its joint venture partner

Acted as “outside general counsel” for a Saudi joint venture in the rig business, which is co-owned by an NYSE-listed company and Saudi Aramco

Represented a family-owned company in its sales of its chiropractic franchised stores to another holder of franchises

Represented a large private equity fund in the cross-border acquisition of a portfolio of companies owning tank farms

Matters

Represented an Australian ASX-listed company in connection with the U.S. securities law aspects of its $6.2 billion public-to-public merger via a scheme of arrangement with a Papua New Guinea O&G company also listed on the ASX

Represented an NYSE-listed company in its re-domestication from Delaware to the UK (valued at $4.29 billion).

Represented an NYSE-listed chemicals company in its $2.5 billion public company acquisition by a Korean-based chemicals company

See more

Close

Matters

Represented an Australian ASX-listed company in connection with the U.S. securities law aspects of its $6.2 billion public-to-public merger via a scheme of arrangement with a Papua New Guinea O&G company also listed on the ASX

Represented an NYSE-listed company in its re-domestication from Delaware to the UK (valued at $4.29 billion).

Represented an NYSE-listed chemicals company in its $2.5 billion public company acquisition by a Korean-based chemicals company

Advised an NYSE-listed (now UK-based) drilling rig company on multiple public company M&A transactions

Advised a NASDAQ-listed medical device company on multiple public company M&A transactions

Represented an NYSE-listed industrials company in its issuance and listing of $2.4 billion of debt on the Cayman Stock Exchange

Represented an NYSE-listed industrials company in its listing of five separate tranches of publicly registered notes totaling $2.3 billion on the Cayman Stock Exchange

Represented an NYSE-listed oilfield services company in its concurrent $1.4 billion registered offering of senior notes and $700 million tender offer for senior notes

Represented an oilfield services company in conjunction with it going public on NASDAQ post-bankruptcy following the filing of a Form 10

Represented companies in a variety of industries ranging from energy to healthcare to IT on their IPOs or follow-on offerings, whether registered or private offerings, debt or equity

Provide activist-defense advice and strategies to publicly-traded clients

Represented a dual-listed TSX and NYSE AMEX gold mining company in its successful fight against a hostile takeover bid

Represented an NYSE-listed oilfield services company in conjunction with three consecutive strategic dispositions for proceeds totaling almost $1 billion

Represented an NYSE-listed company in its €690 million acquisition of a Spanish company with multijurisdictional operations

Represented an NYSE-listed oilfield services company in its $490 million acquisition of a Russian oil field services company

Advised an NYSE-listed chemicals company on select issues related to its $247 million public company acquisition by a private equity fund

Represented a NASDAQ-listed oilfield services company in conjunction with its participation in PEMEX’s supplier payment program relating to PEMEX’s issuance of $2 billion senior unsecured subordinated notes due 2029

Regularly represent public and private companies with their internal corporate reorganizations and restructurings, including in conjunction with entity elimination projects, tax restructurings, IP migrations, supply chain reorganizations, pre-closing restructurings and post-closing integrations

Regularly advise public companies in a host of industries on executive compensation-related matters under U.S. securities laws, including in conjunction with their annual proxy statements

Provide cross-border counseling to U.S. and foreign companies on their proposed or ongoing “in-bound” and “out-bound” corporate investments or other transactions

Represented a major NYSE-listed O&G company on the corporate and transactional issues arising from its interests in the Fieldwood bankruptcy

Represented NYSE-listed major O&G company in conjunction with its multi-year international entity elimination project involving hundreds of subsidiaries

Represented a large-family-owned company in its strategic disposition of its hotel-related A/V business to the portfolio company of a large private equity firm

Represented a large NYSE-listed O&G company on its acquisition via a merger of a private-equity owned asset performance management and reliability company

Represented an NYSE-listed chemicals company in conjunction with its private offering of $400 million in aggregate principal amount of senior notes

Represented an ASX-listed company in its A$350 million acquisition of a U.S. privately-held company

Represented a privately-held pipe and module fabrication company in its $80 million Regulation D private placement

Representing a nuclear molten salt reactor start-up in conjunction with its equity financings and related corporate matters

Represented a family-owned company in the energy and transportation logistics in its sale to a portfolio company of a large private equity fund

Represented a NASDAQ-listed oilfield services company in conjunction with its entry into a strategic partnership agreement with a private equity-owned Scottish-based specialized technology and services company

Represented the owners of a family-owned business in the sale of its North American flange business to a portfolio company of a private equity fund

Represented a family-owned company in the sale of its renewables solar division to a privately-held company in the sustainable manufacturing business

Represented a family-owned business in the sale of an oilfield services business to a publicly-traded company

Represented an NYSE-listed oilfield services company in its $294 million acquisition of a domestic oil and gas services and technology company

Represented an NYSE-listed oilfield services company in its complex cross-border disposition of assets in exchange for a venture-style equity investment in the purchaser

Represented an NYSE-listed company in its acquisition of a domestic energy technology company

Represented a privately-held company in its sale to a large NASDAQ-listed software company

Represented a privately-held company in the sale of its salt cavern storage facility to a large, privately-held energy trading company

Represented an AMEX-listed company in its joint US/Canadian C$74 million public offering of common stock and C$90 million offering of senior notes

Represented a family-owned business in conjunction with its intra-family split of a large regional automotive dealerships into separately-owned real estate and automotive dealership companies

Assisted an NYSE-listed industrial machinery and parts supplier with its Saudi joint venture, including contract matters and disputes with its joint venture partner

Acted as “outside general counsel” for a Saudi joint venture in the rig business, which is co-owned by an NYSE-listed company and Saudi Aramco

Represented a family-owned company in its sales of its chiropractic franchised stores to another holder of franchises

Represented a large private equity fund in the cross-border acquisition of a portfolio of companies owning tank farms

Credentials

J.D., The University of Texas School of Law

B.A., Cornell University, cum laude

Texas

Judicial Clerk, Raul Gonzalez, Texas Supreme Court;

Houston Bar Foundation

Society for Corporate Governance

State Bar of Texas

Texas General Counsel Forum, Member of Houston Chapter Board

Spanish

Recognized in Chambers USA 2024


Chambers, 2024

Professional Excellence - Corporate Law


The Best Lawyers In America, 2022, 2024

BTI Consulting Group Client Service All-Star


2021

BTI Consulting Group Client Service All-Star


2018

Recognized - Best Lawyers


2016 - 2024

Society for Corporate Governance, Member


Houston Chapter Advisory Board (and Former Chapter President)

Notable Practitioner


Chambers USA, 2015 - 2017

Listed


Houston Business Journal's List of Who's Who in Energy, 2014

Previously recognized, Top Lawyers


H Texas Magazine and The Rising Star edition of Texas Super Lawyers

Close

Recognition

Recognized in Chambers USA 2024


Chambers, 2024

Professional Excellence - Corporate Law


The Best Lawyers In America, 2022, 2024

BTI Consulting Group Client Service All-Star


2021

BTI Consulting Group Client Service All-Star


2018

Recognized - Best Lawyers


2016 - 2024

Society for Corporate Governance, Member


Houston Chapter Advisory Board (and Former Chapter President)

Notable Practitioner


Chambers USA, 2015 - 2017

Listed


Houston Business Journal's List of Who's Who in Energy, 2014

Previously recognized, Top Lawyers


H Texas Magazine and The Rising Star edition of Texas Super Lawyers