John J. Koenigsknecht
The George Washington University Law School (J.D., 1996)
Harvard University (A.B., 1991), cum laude
John is the chair of the firm’s Corporate & Securities practice group and co-chair of the firm’s Cross-Border & International practice group. He counsels public and private companies across the United States and acts as U.S. counsel for international clients on complicated corporate transactions, capital market transactions and governance matters. He regularly handles mergers and acquisitions, entity structuring, tax minimization, intellectual property and licensing matters, executive compensation agreements, commercial agreements, non-compete agreements and confidentiality agreements.
He advises his clients concerning securities offerings, including initial and secondary public offerings, debt offerings, private equity and venture capital transactions and other capital-building transactions. He also formulates structures for private placements and manages sophisticated transactions on behalf of cross-border clients conducting business in the United States. John develops business strategies for clients across a broad range of industries, with an emphasis on mining and precious metals, software development and consumer and industrial product manufacturing.
John is the Global Chair of the Mergers and Acquisition Special Business Team for Interlaw, the Band 1 Chambers-rated global network of pre-eminent independent law firms, consisting of more than 7,500 lawyers based in more than 150 cities worldwide. Recently a Recognized Practitioner for M&A in Chambers USA: America’s Leading Lawyers for Business, he has also been acknowledged explicitly in the Chambers Global and Nationwide Energy: Mining & Metals (Transactional) categories every year since their inception. In a recent issue, clients described him as going “above and beyond” and as being “always accessible and responsive.”
John’s pro bono activities include serving as the President and Chair of the Board of Directors of CommunityHealth NFP, where he has been a director for more than 12 years. He is actively involved with respect to the organization’s Governance Committee, board recruitment, development work, strategic plan and securing legal counsel. John was also a long-term member of the firm’s Pro Bono Committee. CommunityHealth is the largest free health clinic in the United States. CommunityHealth is dedicated to providing essential medical and dental services to low-income, uninsured adults in need of a medical home; providing more than 15,000 free medical visits to thousands of patients each year.
In addition to the general corporate and securities counseling and compliance advice he provides on a day-to-day basis to companies of various types and sizes, John has been involved in many significantly larger transactions, including the following representative transactions:
- Stock merger of Goldcorp Inc. with Newmont Mining Corporation valued at $10 billion, resulting in the world’s largest gold mining company.
- Stock and cash merger of Tahoe Resources Inc. with Pan American Silver Corporation valued at $1.3 billion, plus issuance of contingent value rights (CVRs) for up to an additional $220 million, to create the world’s pre-eminent silver mining company.
- Agreement to acquire Nomad Royalty Company Ltd. by Sandstorm Gold Ltd. under a plan of arrangement in a transaction valued at approximately $590 million.
- Hycroft Mining Corporation acquisition by Mudrick Capital Acquisition Corporation, a publicly traded SPAC, and renamed as Hycroft Mining Holding Corporation (NASDAQ: HYMC), in a transaction valued in excess of $537 million.
- Orla Mining acquisition of Gold Standard in a transaction valued at $242 million.
- Underwritten public equity offering valued at $86 million consisting of units of shares of common stock and warrants for Hycroft Mining Holding Corporation (NASDAQ: HYMC).
- NYSE MKT dual listing of Sandstorm Gold Ltd. (NYSE: SAND) as U.S. securities counsel.
- NASDAQ dual listing of Coastal Contacts Inc. (NASDAQ: COA, TSX: COA) as U.S. securities counsel.
- Merger of Glamis Gold Ltd. with Goldcorp Inc. valued at $8.6 billion, resulting in one of the largest gold mining companies in the world.
- Cross-border, hostile tender offer and proxy fight valued at $3.7 billion by Glamis Gold Ltd. in a bid for Goldcorp Inc.
- Acquisition of Andean Resources Limited by Goldcorp Inc. valued at $3.5 billion.
- Rights offering conducted by General Growth Properties, Inc. in connection with the $12.6 billion acquisition of The Rouse Company.
- Underwritten bought deal public secondary securities offering of shares of Tahoe Resources Inc. (TSX: THO, NYSE: TAHO, BVL: THO) by Goldcorp Inc. (NYSE MKT: GG, TSX: G) valued at Cdn$1 billion.
- Registered debt offering for Goldcorp, Inc. valued at $1 billion.
- Acquisition of The Climate Control Group by publicly traded Swedish industrial company NIBE Industrier AB (NIBE-B.SK) valued at $364 million.
- Acquisition of WaterFurnace Renewable Energy, Inc. (TSX: WFI) by NIBE Industrier AB (NIBE-B.SK) valued at $378 million. Transaction was a Finalist for M&A Advisor’s 2014 Cross-Border M&A Deal of the Year.
- Acquisition by NIBE Industrier AB (NIBE-B.SK) of the element manufacturing business of Emerson Electric Co. (NYSE: EMR) located in the United States, China and Mexico.
- Unsolicited takeover bid of public company (representing bidder).
- Merger and restructuring of the U.S. operations of a Danish publicly traded software company.
- Multiple acquisitions (private targets) for multinational publicly traded industrial product manufacturing company and subsequent legal counsel for operating entities in the United States.
- Acquisition by Backer EHP Inc. and NIBE Industrier AB (NIBE-B.SK) of Springfield Wire, Inc.
- Cross-border private placement pursuant to 144A and Regulation D valued at $200 million.
- Sale of Coastal Contacts Inc. to Essilor International S.A. valued at Cdn$435 million.
- Hostile takeover bid by Goldcorp, Inc. for Osisko Mining Corp. valued at $3.6 billion.
- Acquisition by Goldcorp Inc. of Gold Eagle Mines, Ltd. valued at $1.5 billion.
- Acquisition by Glamis Gold Ltd. of Western Silver Corporation valued at $1.3 billion.
- Numerous public offerings of securities for Covanta Holding Corporation, including complex rights offerings.
- Shelf Registration Statement and related offerings as U.S. securities counsel valued at $350 million.
- Shelf Registration Statement and related offerings as U.S. securities counsel valued at $200 million.
- At the market equity program (ATM) for NYSE publicly traded foreign private issuer and related registration statement and prospectus.
- Bought deal financings for Canadian publicly traded companies (multiple).
- Acquisition of Sandstorm Metals & Energy Ltd. (TSXV: SND) by Sandstorm Gold Ltd. (NYSE MKT: SAND, TSX: SSL) valued at Cdn$48.6 million.
- Acquisition by Placer Dome, Inc. of Getchell Gold Corporation valued at $1.1 billion.
- Bought deal Rule 144A high-yield debt offering for Allied Nevada Gold Corporation valued at $400 million.
- Acquisition by Goldcorp Inc. of Kaminak Gold Corporation valued at $400 million.
- Initial public offering of shares in Canada by Tahoe Resources Inc. valued at Cdn$382 million.
- Acquisition by Goldcorp Inc. of Canplats Resources Corporation valued at $300 million following a bidding contest with Minera Penmont, S. de R.L. de C.V., a company jointly owned by Fresnillo PLC and Newmont USA Limited, a subsidiary of Newmont Mining Corporation.
- U.S. counsel to Grayd Resource Corporation (TSXV: GYD & OTCQX: GYDRF) in sale to Agnico Eagle Mines Limited (NYSE & TSX: AEM) valued at $275 million.
- Underwritten bought deal public offering for Allied Nevada Gold Corporation valued at $150 million.
- U.S. securities counsel for Sandstorm Gold Ltd. in offering valued at Cdn$150 million.
- Registered “at-the-market” equity offering program for Hycroft Mining Holding Corporation generating aggregate gross proceeds before commissions and offering expenses of approximately $139 million.
- U.S. securities counsel for a TSXV-listed company in offering and simultaneous private placement valued at Cdn$100 million.
- Acquisition of a privately held environmental services company valued at $100 million by a private equity fund.
- Secondary public offering of common stock valued at $82 million of Great Lakes Dredge & Dock Corporation.
- Acted as lead underwriter’s U.S. counsel for a TSX-listed company in offering and simultaneous Rule 144A private placement valued at Cdn$57 million.
- Private placement of $50 million of equity securities, consisting of units of shares of common stock and warrants, from Hycroft Mining Holding Corporation to American Multi-Cinema, Inc. and 2176423 Ontario Limited, an entity affiliated with Eric Sprott.
- Acted as U.S. securities counsel for Coastal Contacts in underwritten public offering valued at $20 million.
- Secondary offerings of common shares valued at $224 million and $44 million of Primero Mining Corp. by Goldcorp, Inc.
- Acquisition of Gold Royalties Corp. (TSXV: GRO) by Sandstorm Gold Ltd. valued at $5.7 million.
- Represented Glamis Gold Ltd. in its acquisition of Francisco Gold Corp.
- Acquisition by East Africa Metals Inc. (TSX VENTURE: EAM) of all outstanding common shares of Tigray Resources Inc. and corresponding exchange of shares.
- Acquisition of the outstanding common shares of Premier Royalty Inc. (TSX: NSR) by Sandstorm Gold Ltd. valued at Cdn$28.3 million.
- Acted as U.S. securities counsel for various TSX and TSXV-listed companies in numerous bought offerings and simultaneous private placements.
- Chambers USA: America’s Leading Lawyers for Business, Band 1 in Nationwide: Energy: Mining & Metals (Transactional), 2022
- Chambers Global, recommended in “Energy: Mining & Metals - Transactional,” Nationwide, since 2017
- Chambers USA: America’s Leading Lawyers for Business, recommended in “Corporate/M&A” from 2013–2015 and 2018–2019
- Chambers USA, featured in the Spotlight Table for “Energy: Mining & Metals (Transactional),” from 2016 to present (since inception of category); ranked since inception of individual rankings in 2022
- The Legal 500 United States, recommended in “M&A/Corporate & Commercial: M&A: Middle-market (sub-$500 million)” since 2014