Owen J. Pinkerton
Owen is a partner in the firm’s Corporate Transactions & Securities group and its Investment Management practice. He counsels business development companies (BDCs), registered closed-end funds and interval funds on regulatory and transactional matters, such as public and private offerings, and ongoing regulatory compliance with the federal securities laws.
Owen provides ongoing regulatory advice regarding general corporate governance matters, including preparing and reviewing periodic reports under the Securities Exchange Act of 1934 and the Investment Company Act of 1940, and disclosure issues under the federal securities laws. His counsel extends to issues arising under state “Blue Sky” laws and processes, and FINRA regulation of public offerings and marketing efforts.
Prior to joining Thompson Hine, Owen led the Registered Funds practice at an Am Law 200 firm, and before that, he practiced at another Am Law 200 firm where he focused on BDCs and public commodity pools. Prior to entering private practice, Owen was an attorney-adviser and senior counsel in the SEC’s Division of Corporation Finance. He has also worked at the U.S. Commodity Futures Trading Commission in the Division of Trading and Markets and for the U.S. House of Representatives.
Examples of Owen’s experience include:
Business Development Companies (BDCs)
- Primarily focus on representing private BDCs and publicly-registered, non-listed BDCs with their capital-raising efforts, SEC periodic reporting requirements under the Securities Exchange Act of 1934 and compliance with applicable provisions under the Investment Company Act of 1940 (1940 Act).
- For public offerings by publicly-registered, non-traded BDCs, obtain Blue Sky qualification by the states and FINRA approval of the underwriting terms.
- Previously served as issuer’s and underwriters’ counsel in initial public offerings and follow-on offerings conducted by listed BDCs.
- Experience with merger transactions involving listed BDCs and change in control transactions involving the investment adviser.
Interval Funds / Tender Offer Closed-End Funds
- Represent interval funds and tender offer closed-end funds in public and private offerings and SEC periodic reporting requirements under the 1940 Act.
- Provide advice to management and fund boards regarding compliance with applicable provisions under the 1940 Act.
1940 Act Regulatory Matters
- Represent clients in connection with obtaining no action or exemptive relief to issue multiple share classes, co-invest with affiliates and other matters.
- Assist clients with examinations and inspections by the SEC’s Office of Compliance and Inspections (OCIE).
- Represent issuers of commodity-backed and crypto exchange-traded products (ETPs) that are not registered under the 1940 Act in connection with their public offerings and registration with the SEC.
Mutual Funds / ETFs
- Represent mutual funds and exchange-traded funds (ETFs) in connection with SEC registration, periodic reporting requirements under the 1940 Act and compliance with applicable provisions of the 1940 Act.
Investment Company Act Avoidance
- Assist operating companies in their efforts to avoid having to register as investment companies and be subject to 1940 Act registration and regulations thereunder.
Real Estate Investment Trusts (REITs)
- Experience representing publicly-registered, non-traded REITs in connection with initial public offerings and follow-on offerings, including obtaining SEC effectiveness, Blue Sky qualification by the states and FINRA approval of the underwriting terms.
- “In This Time of Great Change, Steer Clear of Becoming an ‘Inadvertent Investment Company,’” Thompson Hine Business Law Update, Summer 2020
- “SEC Order Extends Reporting and Delivery Exemptions for Certain Public Companies,” Thompson Hine COVID-19 Update, March 2020
- "SEC on the Verge of Granting First Multi-Class Exemptive Application for a BDC," Thompson Hine Investment Management Update, January 2020
- “SEC Proposes Rules Governing Use of Derivatives,” Thompson Hine Investment Management Update, January 2020
- Quoted, “New relief poised to greatly ease private fund co-investments,” Compliance Reporter, November 12, 2019
- “Where Is All That Business Development Company Leverage?” Thompson Hine Investment Management Update, August 2019
- “SEC Proposes Updates to Rules Governing CEFs,” Thompson Hine Investment Management Update, July 2019
- Quoted, “Amid broad support for CEF offering reform, worries over issuer status and new disclosures,” Compliance Reporter, June 21, 2019
- “Overview of SEC’s Proposed Rule Changes for Business Development Companies,” Thompson Hine Investment Management Update, April 2019
- Quoted,“New SEC ruling would make it easier to run interval funds,” Compliance Reporter, March 21, 2019
- Quoted, "Governance Experts Hope SEC Turns Its Attention to Co-Investment Orders," Fund Directions, February 1, 2019
- “Update on Multi-Class Exemptive Applications for BDCs,” Thompson Hine Investment Management Update, February 2019
- Quoted, “New SEC Filing Aims to Crack Open BDC Sales,” FUNDfire, September 19, 2018
- Quoted, “Explosion in SEC Filings Aim to Boost Alts for Advisors,” FUNDfire, May 2, 2018
- Quoted, “Alphabet Soup – BDCs,” Alt Credit Intelligence, April 2018
- Co-author, “Portfolio Construction Using Non-Traded Business Development Companies (BDCs),” Institute for Portfolio Alternatives, 2013
- Co-author, “How are REITs and BDCs Different?” FYI, August 2012
- Co-author, “Beating the Market by Staying Out,” Investment Lawyer, April 2009
- Panelist, “BDCs and Closed End Funds – Regulatory and Operational Challenges in a Tumultuous Market,” Institute for Portfolio Alternatives, April 2020
- Moderator, “The Next Act for BDCs: A Discussion of Current Issues Facing BDCs & How Sponsors Can Capitalize in a Changed Environment,” 2018 ADISA Spring Conference
- Moderator, “Borrowed Wisdom-Opportunities For Debt Investing With BDCs,” Institute for Portfolio Alternatives, July 2017
- Panelist, “Interval Funds vs. Continuously Offered Closed-End Funds vs. Daily NAV REITs,” IMN Non-Traded REIT & Retail Alternative Investment Symposium, June 2017
- Panelist, “Navigating the Burgeoning Non-Traded BDC Market: Key Take-Aways for Prospective Sponsors & Retail Investors,” IMN Non-Traded REIT & Retail Alternative Investment Symposium, December 2015
- Panelist, “Is the Rise of Non-Traded BDCs Set to Continue? Examining Market Drivers & Market Outlook,” IMN Non-Traded REIT & Retail Alternative Investment Symposium, June 2015
- Panelist, “The New Realities of FINRA 14-006,” IPA Annual Conference, 2014
- Panelist, "Critical Regulatory Updates for the Non-Traded REIT: BDC & Private Placement Industry," IMN Non-Traded REIT & Retail Alternative Investment Symposium, June 2014
- Institute for Portfolio Alternatives, member and former BDC Committee co-chair
Thompson Hine Adds Partner, Owen Pinkerton, to D.C. - Investment Management Practice
January 31, 2019