Jeremy W. Cleveland

Partner

Silicon Valley + 1.650.687.4173

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Jeremy Cleveland represents domestic and international companies in public and private equity and debt securities offerings, venture capital financings, mergers and acquisitions, and spin-offs. He has significant experience in multiple forms of public listings, including initial public offerings, reverse mergers, deSPAC (special purpose acquisition company) transactions, and direct offerings. Jeremy also represents public companies in capital markets transactions, including equity and equity-linked offerings, selling stockholder transactions, high yield and investment-grade note issuances, convertible note offerings, and PIPEs (private investment in public equity). He also represents companies in connection with day-to-day SEC disclosure obligations, corporate governance matters, securities laws, stock exchange rules and regulations, and periodic reporting responsibilities.

Jeremy has experience with companies across all growth stages, from initial formation to large public companies. He works with companies in a variety of industries, including technology, biotech, pharmaceuticals, cloud computing, customer relationship management, semiconductor, renewable energy, aviation, social media, solar energy, banking, e-commerce, real estate, software, health care, artificial intelligence, and consumer products.

Experience

  • Innventure enters into securities purchase agreement with YA II PN, Ltd.Jones Day represented Innventure, Inc. (the "Company") in connection with its entry into a securities purchase agreement with YA II PN, Ltd., providing for the issuance and sale by the Company of up to $30 million of Convertible Debentures in a private placement.
  • PureCycle Technologies completes $33 million PIPE financingJones Day represented PureCycle Technologies, Inc. in connection with the issuance and sale of 4,091,293 shares of Common Stock for the purchase price of $33 million.
  • Cibus completes $22.6 million registered direct offering of Common Stock, pre-funded warrants, and accompanying Common WarrantsJones Day represented Cibus, Inc. in connection with its registered direct offering of 4,340,000 shares of its Class A Common Stock accompanying Common Warrants to purchase an aggregate of 4,340,000 shares of its Class A Common Stock and pre-funded warrants to purchase 4,700,000 shares of Class A Common Stock and accompanying Common Warrants to purchase up to an aggregate of 4,700,000 shares of its Class A Common Stock for an aggregate purchase price of approximately $22.6 million.
  • Anteris Technologies completes U.S. IPO, dual-listing, and re-domiciliation to U.S.Jones Day represented Anteris Technologies Global Corp. (NASDAQ: AVR; ASX: AVR) ("Anteris") in a first-of-its-kind series of transactions, including a concurrent U.S. re-domiciliation of an ASX-listed company, U.S. initial public offering (the "IPO") and dual-listing on NASDAQ and ASX.
  • KKR’s OneStream completes $465 million follow-on primary and secondary offeringJones Day represented KKR in connection with OneStream, Inc.'s $465 million follow-on primary and secondary public offering of its publicly listed Class A Common Stock.
  • Reneo Pharmaceuticals announces reverse merger with OnKureJones Day represented Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM) in an all-stock reverse merger between Reneo and OnKure, Inc., a privately-held, clinical-stage biopharmaceutical company valued at $170 million that is focused on the development of novel precision medicines in oncology.
  • PureCycle Technologies issues shares of Preferred Stock, Common Stock, and WarrantsJones Day represented PureCycle Technologies, Inc. in connection with the establishment, issuance, and sale of 50,000 shares Series A Preferred Stock, of which shares mature in three years and bear interest, payable quarterly in cash or in-kind, at 8%, with an initial issuance price of $1,000 per share, and the sale of 8,528,786 shares of Common Stock and 5,000,000 Series C Warrants to purchase Common Stock, all for an aggregate purchase price of $90 million.
  • Sanken Electric enters into share repurchase agreement with AllegroJones Day represented Sanken Electric Co., Ltd. in connection with its $897.9 million sale of Common Stock of Allegro MicroSystems, Inc.
  • KKR’s OneStream completes $490 million IPOJones Day represented KKR, as controlling stockholder, in connection with OneStream, Inc.'s $490 million initial public offering and pre-IPO reorganization into an Up-C structure.
  • Sumitomo completes sale of $648 million of Common Shares of Roivant Sciences Ltd.Jones Day represented Sumitomo Pharma Co., Ltd. in connection with its privately negotiated sale of $648 million of Common Shares of Roivant Sciences Ltd.
  • Five9 raises $747.5 million in Convertible Senior Notes offeringJones Day advised Five9, Inc. in connection with the issuance of $747.5 million of its Convertible Senior Notes due 2029 in a private placement pursuant to Rule 144A.
  • Cibus completes $20.3 million registered direct offeringJones Day represented Cibus, Inc. in connection with an underwritten offering of 2,106,723 shares of its Class A Common Stock and pre-funded warrants to purchase up to 50,000 shares of its Class A Common Stock for an aggregate purchase price of $20.3 million.
  • PureCycle Technologies completes $250 million Green Convertible Senior Notes offeringJones Day represented PureCycle Technologies, Inc., in connection with a Rule 144A offering of $250 million aggregate principal amount of 7.25% Green Convertible Senior Notes due 2030.
  • KeyBanc Capital Markets Inc.-led group of sales agents and/or forward sellers and forward purchasers establish at-the-market equity program for sale of up to $600 million of Common Shares by Physicians Realty TrustJones Day represented KeyBanc Capital Markets Inc.; BMO Capital Markets Corp.; Credit Agricole Securities (USA) Inc.; Raymond James & Associates, Inc.; Regions Securities LLC; and Stifel, Nicolaus & Company, Incorporated as sales agents and/or forward sellers, and KeyBanc Capital Markets Inc.; Bank of Montreal; Crédit Agricole Corporate and Investment Bank; Raymond James & Associates, Inc.; Regions Securities LLC; and Stifel, Nicolaus & Company, Incorporated, as forward purchasers, in connection with the establishment of an at-the-market equity program for the sale of up to $600 million of Common Shares of Physicians Realty Trust.
  • Cibus combines with CalyxtJones Day advised Cibus Global, LLC (“Cibus”), a San Diego based leader in precision gene editing in agriculture, in connection with an all-stock merger with Calyxt, Inc. (NASDAQ: CLXT), under which Cibus and Calyxt created an industry-leading company that combines two pioneers in agriculture-based gene editing and establishes one of the world’s most sophisticated facilities for trait development and plant breeding.
  • Maxeon Solar Technologies completes public offering of $241.2 million of Ordinary Shares and concurrent private placement of $42 million of Ordinary SharesJones Day represented Maxeon Solar Technologies, Ltd., one of the world’s leading global manufacturers and marketers of premium solar power technology, in a public offering of 8,613,500 Ordinary Shares, consisting of 5,620,000 Ordinary Shares offered by Maxeon and 2,993,500 Ordinary Shares offered by an affiliate of TotalEnergies SE, one of Maxeon’s existing shareholders.
  • Investor Group of Apollo, J.F. Lehman & Company and Hill City Capital acquires Atlas Air Worldwide for $5.2 billionJones Day advised J.F. Lehman & Company and Hill City Capital in their participation in a consortium with Apollo for the acquisition of Atlas Air Worldwide (NASDAQ: AAWW) in an all cash transaction with an enterprise value of approximately $5.2 billion.
  • Anteris Technologies raises capital through private placementJones Day advised Anteris Technologies Ltd. on a private placement to various sophisticated and professional investors in Australia and the United States to raise AU$35 million, together with attaching options with an aggregate face value of AU$42 million.
  • Accelmed Partners leads $30 million private placement of Common Stock issued by Minerva Surgical, Inc.Jones Day represented Accelmed Partners in connection with its purchase of $30 million of Common Stock in a private placement issued by Minerva Surgical, Inc., granting Accelmed Partners a controlling stake in Minerva Surgical.
  • BofA Securities and other underwriters complete $1.15 billion public offering of Notes by eBay Inc.Jones Day represented BofA Securities, Inc. and the other underwriters in connection with the public offering by eBay Inc. of (i) $425 million aggregate principal amount of 5.900% Notes due 2025, (ii) $300 million aggregate principal amount of 5.950% Notes due 2027 and, (iii) $425 million aggregate principal amount of 6.300% Notes due 2032.
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    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    AUGUST 2023 Commentary

    SEC Adopts Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

    March 2022 Commentary

    SEC Proposes Amendments Regarding Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

    April 2020 Commentary

    California Issues Executive Order Facilitating Virtual Shareholder Meetings

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

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