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John Rain represents capital providers and capital users in private debt or investment transactions, with an emphasis on structuring and negotiating volumetric production payments, royalties, and other deals involving the combination of property or commodity sales with derivative contracts.

John represents both lenders and borrowers in bank and mezzanine loans, ISDA documentation, and private placements and assists issuers of high yield debt. He also handles the transactional aspects of bankruptcies and reorganizations.

Representative Matters

  • Representation of sellers, buyers and bankers in more than 35 VPP transactions from 2003 to present, ranging from $15 million to $1.1 billion in individual amounts
  • Representation of mezzanine lenders and commercial banks in loans to oil and gas exploration and development companies
  • Representation of oil and gas and industrial companies in negotiating credit facilities
  • Representation of mezzanine lenders in work-outs of oil and gas loans
  • Representation of issuers and underwriters in various high-yield note transactions, including representing affiliated companies in negotiating and coordinating two note offerings and two credit facilities in order to facilitate a spin-off

Honors & Affiliations


  • Dallas Energy Law Lawyer of the Year, The Best Lawyers in America®by Woodward/White Inc., 2014
  • Dallas Banking and Finance Law Lawyer of the Year, The Best Lawyers in America® by Woodward/White Inc., 2012
  • Chambers USA by Chambers and Partners (Banking & Finance, Energy: Oil & Gas (Transactional)), 2005-2019
  • The Best Lawyers In America® by Woodward/White Inc. (Banking and Finance Law, Energy Law), 1995-2021
  • Texas Super Lawyers® by Thomson Reuters (Energy & Natural Resources, Banking, Bankruptcy & Creditor/Debtor Rights), 2003-2014
  • Expert Guides: Guide to the World’s Leading Energy and Natural Resources Lawyers, 2015


  • Member, American College of Investment Counsel
  • Member, Independent Petroleum Association of America; Capital Markets Committee
  • Member, Texas Association of Bank Counsel
  • Member, State Bar of Texas
  • Member, Dallas Bar Association
  • Life Fellow, Dallas Bar Foundation

Education & Admissions


  • J.D., 1978, with high honors, The University of Texas School of Law; Chancellors; Order of the Coif
  • Gordon-Conwell Theological Seminary; graduate study
  • B.A., 1973, with honors, Amherst College


  • Texas

Thompson & Knightis now part of
Holland & Knight

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