Jane Whitt Sellers Partner

Janie’s practice reflects her substantial and wide experience with corporate finance, securities, corporate governance and mergers and acquisitions matters.

She primarily represents public and private issuers and borrowers in financing transactions including public and private offerings (including Rule 144A and ATM offerings) of debt and equity securities as well as hybrid securities, equity units, mandatorily convertible securities, convertible notes, junior subordinated notes and trust preferred securities, as well as syndicated loan agreements and commercial paper. Her liability management experience includes equity self-tenders and other repurchases as well as  tender and exchange offers and consent solicitations for outstanding debt securities.

Janie advises on securities disclosures for SEC reports and proxy statements, and assists companies in engaging with shareholders and the SEC regarding shareholder proposals. She advises boards of directors regarding fiduciary duties and conflicts of interest in mergers and acquisitions and other settings, and governance topics including proxy access bylaws, majority vote in director elections, shareholder-called special meetings and majority written consents.

Janie serves on nonprofit boards and been significantly involved in nonprofit activities, particularly involving independent schools and the arts.

Experience

Representation of an issuer operating in the energy space in its $362 million inaugural green bond issuance of privately placed senior secured notes, which will be deployed for the acquisition, development and/or construction of 20 merchant solar projects with a total capacity of 574 MW.

Representations of issuers in connection with the establishment of shelf registration statements and subsequent takedowns for underwritten offerings of senior debt securities, common stock, equity units, enhanced junior subordinated notes and trust preferred securities from those registration statements.

Representations of issuers in connection with underwritten offerings of senior notes.

Representation of issuers in connection with underwritten offerings of convertible senior notes (including a call spread overlay).

Representation of issuers in 144A offerings of both high-yield and investment-grade debt securities.

Representation of issuers in connection with establishment of medium term note programs.

Representation of issuers and distribution agents in connection with at-the-market (ATM) common stock offering programs.

Representation of an issuer in connection with its direct stock purchase and dividend reinvestment plan.

Representation of a borrower in connection with a complete refinancing including 144A secured senior notes offering and syndicated secured term loan and revolving credit agreement.

Representation of issuers, including an MLP issuer, in connection with initial public offerings (IPO’s) and SEC registration.

Representation of issuers in connection with of “emerging growth company” (EGC) and “well-known seasoned issuer” (WKSI) matters.

Representation of bidders and target companies in connection with public company mergers and acquisitions.

Representation of public company purchasers in connection with bridge and take-out acquisition financing transactions.

Representation of MLP and sponsor in connection with securities matters for drop-down and third party acquisition transactions, including registration rights agreements.

Representation of an issuer in connection with a Dutch-auction self-tender for its common stock.

Representation of an issuer in connection with a waterfall self-tender for outstanding debt securities.

Representation of a borrower in connection with a complete refinancing including 144A secured senior notes offering and syndicated secured term loan and revolving credit agreement.

Representation of a public company in connection with preparation of annual and quarterly SEC reports and annual meeting proxy statements, including seeking SEC no action letters regarding exclusion of shareholder proposals from company proxy statements.

Representation of a public company in connection with a contested board election.

Representation of a public company in connection with a current practices bylaws revision, including majority vote provision and consideration of special meeting provision and voluntary proxy access provision.

  • University of Virginia School of Law, JD, Order of the Coif, 1980
  • Virginia Polytechnic Institute and State University, MS, 1977
  • Hollins College, BA, cum laude, Phi Beta Kappa, 1975

Member, Board of Trustees, The University of the South (Sewanee), 2014 – 2017

Member, Board of Directors, Alamance Country Club, 2015 – present

Member; Chairman, Board of Governors, Section of Business Law, 1992-1993, Virginia State Bar

Member, President, Board of Governors, Young Lawyers Conference, Virginia State Bar, 1987-1988

Member; Director, Young Lawyers Division, 1988-1989, American Bar Association

Chairman, Board of Trustees, St. Margaret’s School Foundation, 2005-present; Board Member, 1989-1998; Chairman, Board of Governors, 1992-1998, St. Margaret's School

Board member, The Burlington School (formerly known as Burlington Day School), 2003 – 2017

Board of Directors, North Carolina Arts Council, Alamance County, 2003-2012

Board Member, 1990-2002; Chairman, Board of Trustees, 1999-2002, Church Schools in the Diocese of Virginia

Board of Trustees, Historic Richmond Foundation, 1989-1998

Member; Senior Warden; Vestry, 2009-2011, Episcopal Church of the Holy Comforter, Burlington, North Carolina

  • North Carolina
  • Virginia

Inductee, Albert Nelson Marquis Lifetime Achievement, 2018

Named to "Legal Elite," Business Law, Virginia Business, 2015, 2016

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