David J. Johnson, Jr.

Partner

Dave Johnson is a partner in O’Melveny's Century City office and a member of the Firm’s Corporate Finance Practice. Dave represents corporations, funds and investment banks in all aspects of corporate finance.  He has been lead counsel in numerous domestic and international public and private capital markets offerings, PIPE transactions and negotiated restructurings.  He has represented issuers and underwriters in public and private offerings of equity and debt (including convertible and high-yield) securities in cross-border transactions in the U.S., Europe, and Asia. He has acted as counsel to investment funds in debt and equity investments and exchange transactions.

Dave also has extensive experience in representing clients in structured debt and ABS financings involving home equity loans and automobile contracts and leases, as well as film and other property rights.

Dave also counsels companies, boards and special committees in disclosure and corporate governance matters.  He also represents corporations, funds and financial advisors in acquisition and restructuring transactions.

Illustrative Professional Experience

Financings

• Alaska Air Group - 144A offering of convertible notes and public offering of common stock – counsel to issuer
• Apollo Global Management - 144A offering of class A shares - counsel to issuer
• ATA Inc. - initial public offering of ADS - counsel to issuer
• Focus Media - initial public offering of ADS - counsel to underwriters (Goldman Sachs as lead)
• FTI Consulting, Inc. - 144A offering of convertible notes and senior notes - counsel to issuer
• The J. Paul Getty Trust - offer to purchase notes - counsel to dealer-managers
• GoTo.com - secondary stock offering – counsel to underwriters (Credit Suisse as lead)
• International Game Technology - 144A offering - counsel to issuer
• Liberman Broadcasting - 144A offering of senior notes and senior discount notes – counsel to issuer
• MTS, Inc. (Tower Records) - prepackaged bankruptcy, including issuance of senior notes
• Nationwide Health Properties - public offering of common stock and notes
• NextWave Wireless - private placement of US$350 million senior secured notes (including warrants) and convertible preferred stock - counsel to lead investor 
• Occidental Petroleum - structured sale of investment in Lyondell Chemical - counsel to Occidental Petroleum
• Project Euronet - bridge loan – counsel to lenders
• Quality Distribution Inc. - 144A offering of senior notes 
• Qwest Communications - counsel to issuers
  • 144A offering of US$1.775 billion of senior notes
  • US$1.0 billion cash tender offer
  • US$1.75 billion revolving credit facility
  • US$12.9 billion exchange offer and consent solicitation
  • 144A offering of US$575 million senior notes
• SanDisk Corporation - US$1.15 billion convertible senior notes - counsel to issuer 
• Shanda Interactive Entertainment Limited - initial public offering of ADRs; 144A offering of convertible notes – counsel to issuer
• Six Flags Inc. - exchange offer for up to US$400 million of new senior notes - counsel to lead holder
• Spin Cycle - consensual restructuring, including proposed prepackaged bankruptcy - counsel to issuer
• Toyota Motor Credit - Euro and domestic public notes offerings – counsel to underwriters (Merrill Lynch & Co. as lead)

Mergers and Acquisitions

• Sale of Corporate Express to Buhrmann - counsel to financial advisor
• Sale of Midstream Assets of Dynegy Inc. (approximately US$2.35 billion) - counsel to Dynegy
• Merger of HLTH into WebMD - counsel to HLTH
• Reorganization of IMC Mortgage - counsel to financial advisor

Professional Activities

Member, New York State Bar Association