Francesca C.Dickson

Associate

New York + 1.212.326.3662

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Francesca Dickson assists in advising companies on the tax aspects of complex transactions including international and domestic mergers and acquisitions, financings, and debt and equity offerings. She has represented borrowers and lenders on numerous financings including cross-border and incremental financings and financings involving mezzanine and second lien debt. Francesca also has provided tax advice on offerings of U.S. and foreign issuer notes, as well as exchange offers, tender offers, and consent solicitations.

Francesca has drafted tax opinions and private letter ruling requests and has helped clients navigate a variety of complex tax issues, both internally and before the Internal Revenue Service.

Experience

  • J.F. Lehman & Company backed NorthStar Group acquires Trans Ash Inc.Jones Day advised NorthStar Group, a portfolio company of J.F. Lehman & Company, in the acquisition and financing of Trans Ash Inc., a leading provider of coal ash (or coal combustion residuals) services to utilities customers across North America.
  • Sonepar acquires NEDCO SupplyJones Day represented Sonepar, a global market leader in B-to-B distribution of electrical products, in its acquisition of NEDCO Supply, a full-line distributor of electrical products and services operating throughout southern Nevada.
  • Cemig Geracao e Transmissao S.A. completes $243.9 million Senior Notes offeringJones Day represented Cemig Geracao e Transmissao S.A., a wholly-owned subsidiary of Companhia Energética de Minas Gerais, in connection with its purchase for cash of a purchase price of $243.9 million aggregate principal amount of its 9.25% Senior Notes due 2024.
  • Hard Rock International acquires The Mirage Las Vegas Hotel and CasinoJones Day represented Hard Rock International (Hard Rock) on the acquisition of The Mirage Las Vegas Hotel and Casino in Las Vegas from MGM Resorts International.
  • Timken amends and restates $1.15 billion credit facilityJones Day represented The Timken Company, a global leader in engineered bearings and industrial motion products, in connection with an amended and restated credit agreement with Bank of America, N.A. and KeyBank, National Association, as co-administrative agents, which consisted of a $750 million revolving credit facility and a $400 million term loan facility.
  • 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.
  • FTI Consulting refinances and upsizes its senior secured revolving credit facility to $900 millionJones Day represented FTI Consulting, Inc. (“FTI”) in connection with the second amendment and restatement of its senior secured multicurrency revolving credit facility that, among other things, increased the facility from $550 million to $900 million, extended its maturity, replaced LIBOR with new benchmarks, and provides for the ability of FTI to amend the facility, with FTI and required lender consent, to include pricing adjustments based on certain Environmental, Social and Governance (ESG)-related key performance indicators to be established.
  • Ecolab completes $500 million public offering of NotesJones Day represented Ecolab Inc. in connection with its underwritten public offering of $500 million aggregate principal amount of 5.250% Notes due 2028.
  • Nordson Corporation acquires CyberOptics CorporationJones Day advised Nordson Corporation in the acquisition of CyberOptics Corporation, a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions.
  • J.F. Lehman & Company acquires USA EnvironmentJones Day advised J.F. Lehman & Company in the acquisition by portfolio company, ENTACT, LLC, of USA Environment, LP and its affiliates.
  • Major distributor of alcoholic beverages amends and restates its $175 million asset-based loan facilityJones Day represented a major distributor of alcoholic beverages in connection with the amendment and restatement of its $175 million asset-based loan facility, automatically increasing to $230 million on the anniversary of the closing date or sooner upon request.
  • Engage PEO acquires Fusion Employer ServicesJones Day advised Engage PEO in the acquisition of Fusion Employer Services, a Lawrenceville, New Jersey-based professional employer organization which has deep roots in the New Jersey market and a reputation for high-quality specialty services, including payroll and tax, human resources management, a full range of benefits, 401(k), and workers' compensation.
  • Avient completes $725 million Senior Notes offeringJones Day represented Avient Corporation in connection with a Rule 144A and Regulation S offering of $725 million aggregate principal amount of 7.125% Senior Notes due 2030.
  • MassMutual provides $130 million revolving credit facility to SPV, managed by leading global investment firmJones Day represented Massachusetts Mutual Life Insurance Company, as lead lender, in connection with a $130 million revolving credit facility provided to a special purpose vehicle under the management of a leading global investment firm.
  • Underwriters complete concurrent offerings of $1.25 billion of Green Senior Notes, $1.25 billion of Senior Notes, and £750 million of Senior NotesJones Day represented the underwriters in a series of concurrent Senior Notes offerings by PepsiCo, Inc., a leading global beverage and convenient food company.
  • Sensata Technologies acquires DynapowerJones Day advised Sensata Technologies (NYSE: ST), a leading industrial technology company and provider of sensor-rich solutions and insights for customers, in connection with its acquisition of Dynapower Company, LLC, a leading provider of energy storage and power conversion systems, from private equity firm Pfingsten Partners for $580 million in cash.
  • Cardinal Health acquires the Bendcare CPO-GPO entity and makes a minority investment in the Bendcare MSOJones Day advised Cardinal Health, Inc. in the acquisition of the Bendcare group purchasing organization (CPO-GPO) entity and a minority investment in the Bendcare management services organization (MSO).
  • MassMutual provides $120 million term loan facility to top-tier public special purpose vehicleJones Day represented Massachusetts Mutual Life Insurance Company, as lead lender, in connection with a $120 million term loan facility provided to a top-tier public special purpose vehicle.
  • Public Service Company of Colorado completes $700 million public offering of First Mortgage BondsJones Day represented Public Service Company of Colorado, a wholly owned subsidiary of Xcel Energy Inc., in connection with its underwritten public offering of $300 million in aggregate principal amount of 4.10% First Mortgage Bonds, Series No. 38 due June 1, 2032 and $400 million in aggregate principal amount of 4.50% First Mortgage Bonds, Series No. 39 due June 1, 2052.
  • Northern States Power completes $500 million public offering of Green BondsJones Day represented Northern States Power Company, a Minnesota Corporation and wholly owned subsidiary of Xcel Energy Inc., in connection with its underwritten public green bond offering of $500 million in aggregate principal amount of 4.50% First Mortgage Bonds, Series due June 1, 2052.
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    January 2023 Commentary

    Interim Guidance from the Treasury Department on the 1% Corporate Stock Buyback Tax

    August 2022 Commentary

    Inflation Reduction Act Imposes New Tax on Corporate Stock Repurchases

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