
Hannah Frank
Partner, Corporate & Financial Services
Hannah Thompson Frank is a partner in Willkie’s Corporate & Financial Services Department and a member of the Capital Markets Practice Group. She is based in the Firm’s Washington, DC office.
Hannah serves as lead counsel to publicly traded companies, primarily in the energy, financial services, manufacturing and technology sectors. She regularly counsels public company Boards, executive leaders and legal teams on critical legal and strategic issues. Hannah advises and guides boards on crises and strategic decisions facing their companies including complex enterprise challenges, risks and transactions. She also advises clients on strategic transactions, corporate governance, legal strategy, compliance with securities laws and capital markets and financing transactions (equity, debt and hybrid securities products), and complex liability management transactions.
In addition, Hannah counsels issuers on the establishment and management of ongoing share repurchase programs and accelerated share repurchase programs, commercial paper programs, demand note programs, at-the-market equity programs (frequently including forward components), dividend reinvestment programs and direct stock purchase programs, resale registration statements and secondary offering transactions for key stockholders on Forms S-1 and S-3 and shelf registration statements for large and small issuers.
She also provides advice on regulatory and disclosure requirements, including SEC matters and compliance with stock exchange rules.
* Admitted only to the Pennsylvania Bar. Practicing under the supervision of members of the DC Bar.
Experience
Prior to obtaining her law degree, Hannah served as assistant press secretary for U.S. Senator Arlen Specter.
- Recognized in The Best Lawyers in America for Mergers and Acquisitions, 2012-2025
- Recognized in The Best Lawyers in America for Securities/Capital Markets Law, 2024-2025
- Named in The Legal 500 United States for Capital Markets: Debt Offerings, 2023-2024
- Author, “SEC Enforcement Co-Directors Issue Statement on Insider Trading,” Subject to Inquiry, March 25, 2020
Representative Strategic Transactions
- Representation of publicly traded energy resources company in its merger of equals with a competing energy resources company to combine in an all-stock merger that created new publicly traded premier North American natural resource company focused on global markets.
- Representation of a publicly traded energy resources company in series of strategic investments by its Innovations group.
- Representation of Equitrans Midstream (NYSE: ETRN) in EQT Corporation’s (NYSE: EQT) acquisition of ETRN in an all stock deal with an enterprise value of approximately $14 billion including debt.
- Part of strategic team in representation of Dominion Energy (NYSE: D) in its recent business review process that resulted in the execution of numerous strategic transactions:
- Issuance of first of its kind $1.73 billion of Deferred Fuel Cost bonds by a newly created special purpose entity secured by a financing order authorized under newly adopted Virginia legislation.
- Sale of non-controlling interest in Cove Point for transaction value of $2.4 billion.
- Sale to Dominion Energy’s local natural gas distribution business to Enbridge Inc. for enterprise value of $14 billion.
- Sale of a 50% non-controlling interest in a Dominion Energy subsidiary relating to the development of its Coastal Virginia Offshore Wind commercial project (CVOW).
- Part of strategic team in representation of NiSource (NYSE: NI) in the issuance of a 19.9% indirect equity interest in the company’s Northern Indiana Public Service Company LLC (“NIPSCO”) subsidiary to a global alternative asset manager.
- Representation of board and management of Sunlight Financial (NYSE: SUNL) in strategic process that resulted in restructuring and sale of the company.
- Representation of The ExOne Company (NASDAQ: XONE) in its merger with Desktop Metals (NYSE: DM) in which ExOne shareholders received $8.50 in cash and $16.43 in shares of Desktop Metal common stock for each share of ExOne common stock, for a total purchase price of approximately $24.93 per share, representing a transaction value of $561.3 million.
- Part of strategic team in representation of Teledyne Technologies Incorporated (NYSE: TDY) in its acquisition of FLIR Systems, Inc. (NASDAQ: FLIR) for aggregate consideration of approximately $8.2 billion, including net debt. The team assisted Teledyne in securing approximately $4 billion in financing for the transaction with a weighted average borrowing cost of less than two percent through a combination of approximately $1 billion of term loan financing and $3 billion of senior notes issued in a registered offering of five tranches.
- Representation of Andeavor Logistics LP (NYSE: ANDX) in connection with multiple transactions in which Andeavor Corporation (NYSE: ANDV) contributed assets to ANDX in exchange for the issuance of common units for a total value of approximately $3 billion.
- Representation of Equitrans Midstream (NYSE: ETRN) in ETRN’s separation and distribution (spin-off) from EQT Corporation (NYSE: EQT).
- Representation of energy resources company and its publicly traded master limited partnership in connection with its separation and distribution (spin-off) from its publicly traded parent.
- Representation of The ExOne Company (NASDAQ: XONE) in a series of acquisitions and other investments in assets and technology in the U.S. and Europe.
- Representation of a publicly held energy company in various capital matters relating to sale of multiple mines and related mining operations and related assets to privately held competitor.
- Representation of an independent oil & gas exploration and production company in a $100 million equity investment by a private equity fund.
- Representation of a public manufacturing company in multiple acquisitions of U.S., Canadian and European assets and companies.
- Representation of a public European manufacturer and marketing of imaging equipment in its acquisition of a U.S. public company through an equity tender offer for more than $600 million.
- Representation of financial institutions in connection with various acquisitions (stock and asset) and related registration of shares paid as consideration to sellers in transactions.
Representative Capital Markets / Liability Management Transactions
- Representation of Dominion Energy, Inc. (NYSE:D) in multiple transactions including the following recent representative transactions:
- $1.0 billion public offering of Junior Subordinated Notes due 2055.
- $2.0 billion public offering of two tranches of Junior Subordinated Notes due 2054.
- $750 million offering of Series C preferred stock.
- $1.0 billion public offering of senior green notes.
- $600 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B Senior Notes.
- $600 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B senior unsecured notes.
- Multiple at-the-market common stock programs, with a total value of $4.6 billion.
- Issuance of multiple series of Preferred Stock with a total value of approximately $3.0 billion
- Issuance of equity units backed by preferred stock for total value of $1.5 billion and related settlement and remarketing of the preferred stock.
- Tender offer for $800 million series of preferred stock.
- Tender offers and redemptions of various series of outstanding debt securities.
- Representation of Virginia Electric and Power Company, a regulated public utility and subsidiary of Dominion Energy, in in multiple transactions including the following recent representative transactions:
- $1.2 billion public offering of two tranches of Senior notes due August 2034 and August 2054.
- $1.0 billion public offering of Senior Notes due January 2034 and 2054.
- $500 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B senior unsecured notes.
- $500 million public offering of Series A senior notes and a $500 million public offering of Series B senior notes.
- $900 million public offering of Series A senior unsubordinated unsecured notes.
- Representation of Virginia Power Fuel Securitization, LLC a regulated public utility and subsidiary of Dominion Energy, Inc. (NYSE: D), in connection with a $1.2billion public offering of Secured Deferred Fuel Cost Bonds
- Representation of Sealed Air Corporation (NYSE: SEE), an automated packaging provider dedicated to solving critical packaging challenges, in connection with the following transactions:
- $400 million offering of senior, unsecured notes due 2032 under Rule 144A and Regulation S.
- $425 million offering of senior, unsecured notes under Rule 144A/Regulation S with a concurrent debt tender offer for maturing bonds.
- $400 million offering of senior, unsecured notes under Rule 144A/Regulation S with a concurrent debt tender offer for maturing bonds.
- $425 million offering of senior notes under Rule 144A and Regulation S.
- Representation of NiSource Inc. (NYSE: NI), a large fully regulated utility company, in connection with the following transactions:
- $750 million offering of senior notes due March 2055.
- $500 million offering of Junior Subordinated Notes due November 2054.
- $900 million common stock At-the-Market program contemplating both direct and forward sales.
- $650 million offering of Senior Notes due 2034.
- $500 million offering of $600 million fixed-to-fixed reset rate Junior Subordinated Notes due 2054.
- $500 million offering of fixed-to-fixed reset rate junior subordinated notes due 2054.
- Representation of Markel Corp. (NYSE: MKL), a diverse financial holding company, in its $600 million offering of Senior Notes due May 2054.
- Representation of Mercuria Energy, one of the largest integrated energy and commodity trading companies in the world, in its $75 million institutional private placement of two series of guaranteed senior notes.
- Representation of RGC Resources, Inc. (Nasdaq: RGCO), a provider of energy and related products and services, in connection with the following transactions:
- $20 million follow-on equity offering of common stock.
- Issuance and sale of $4 million in common stock to investment funds and accounts.
- Issuance and sale of $21 million in common stock to affiliates of The InterTech Group, Inc., and $2 million in common stock to long-time shareholder.
- Establishing an at-the-market offering program where it may issue and sell to the public up to $15 million of its common stock.
- Representation of NewMarket Corp. (NYSE: NEU), a holding company that, through its subsidiaries, engages in the petroleum additives businesses, in a $400 million fixed-income offering of senior unsecured notes.
- Representation of Kennametal Inc. (NYSE: KMT), a global industrial technology leader, in connection with a $300 million public offering of senior notes.
- Representation of Dominion Energy South Carolina, Inc. in connection with $500 million public offering of First Mortgage Bonds due 2053.
- Representation of Dominion Energy South Carolina, Inc. in connection with $400 million public offering of First Mortgage Bonds due 2031.
- Representation of Public Service Company of North Carolina, Incorporated in connection with $150 million private placement of Senior Notes due 2051.
- Representation of Public Service Company of North Carolina, Incorporated in connection with $150 million private placement of Senior Notes due 2033 and 2053.
- Representation of Public Service Company of North Carolina, Incorporated in connection with $300 million private placement of Senior Notes due 2034 and 2054.
- Representation of East Ohio Gas Company in connection with $1.8 billion 144A for life private placement of Senior Notes.
- Representation of East Ohio Gas Company in connection with private placement of $500 million Senior Notes.
- Representation of Dominion Utility Privatization LLC in connection with private placement of $250 million Senior Secured Notes.
- Representation of The ExOne Company, a global leader in additive manufacturing technology, providing industrial 3D printing systems and services, in a $25 million and $50 million at-the-market offerings of common stock.
- Representation of The ExOne Company in a $100 million confidentially marketed public offering of common stock.
- Representation of Teledyne Technologies, Inc. (NYSE: TDY), a leading provider of sophisticated electronic components, instruments and communications products, in negotiating and structuring a $4.5 billion bridge loan in connection with its $8 billion acquisition of FLIR Systems Inc.
- Representation of Kennametal Inc., a supplier of tolling and industrial materials, in its $300 million public offering of senior notes and subsequent redemption of $400 million of its senior notes.
- Representation of Dominion Energy South Carolina, Inc., a company that generates, transmits, distributes and sells electricity and a subsidiary of SCANA Corp., in connection with a $400 million fixed-income offering of 2.40% first mortgage bonds.
- Long time representation of PNC Financial (NYSE: PNC) in various holding company registered offerings and bank note private placement offerings of debt securities (senior and unsubordinated) and preferred stock in various offerings from time to time.
- Pennsylvania counsel for numerous issuers in various offerings of securities and related liability management transactions.
*Hannah advised on some of these matters prior to joining Willkie.
Credentials
Education
University of Pittsburgh School of Law, J.D. (magna cum laude), 1996 University of North Carolina at Chapel Hill, B.A., 1988