Francesca C.Dickson

Associate

New York + 1.212.326.3662

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Francesca Dickson assists in advising corporations on the tax aspects of complex transactions including international and domestic mergers and acquisitions, with a particular emphasis on tax planning, compliance, and tax-efficient structures for cross-border transactions and restructurings.

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.

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.

Experience

  • J.F. Lehman portfolio company acquires Heneghan Wrecking CompanyJones Day advised NorthStar Group Services, Inc., a portfolio company of investment affiliates of J.F. Lehman & Company, in connection with the acquisition of Heneghan Wrecking & Excavating Co., Inc. and Patrick's Equipment Leasing, Inc., providers of complete structural and interior deconstruction, excavation, and emergency response services for commercial and industrial clients across the Midwest.
  • Northern States Power completes $700 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 $700 million in aggregate principal amount of 2.60% First Mortgage Bonds, Series due June 1, 2051.
  • CITGO completes $1.125 billion Senior Secured Notes offeringJones Day represented CITGO Petroleum Corporation, a North American refiner of complex crudes and producer of high-value petrochemicals, in connection with a Rule 144A offering of $1.125 billion aggregate principal amount of 7.00% Senior Secured Notes due 2025.
  • Macy’s completes $1.3 billion Senior Secured Notes offering and $3.15 billion credit facilityJones Day advised Macy's Inc., one of the nation's premier retailers, in connection with the issuance of $1.3 billion in aggregate principal amount of 8.375% Senior Secured Notes due 2025 in a Rule 144A and Regulation S offering and a $3.15 billion asset-based credit facility with Bank of America, N.A., as administrative agent.
  • Northern States Power completes $100 million public offering of First Mortgage BondsJones Day represented Northern States Power Company, a Wisconsin Corporation and wholly owned subsidiary of Xcel Energy Inc., in connection with its underwritten public offering of $100 million in aggregate principal amount of 3.05% First Mortgage Bonds due May 1, 2051.
  • OUTFRONT Media completes $400 million Senior Notes offeringJones Day advised OUTFRONT Media Inc., one of the largest providers of advertising space on out-of-home advertising structures and sites in the United States and Canada, in connection with the issuance by two of its wholly-owned subsidiaries of $400 million in aggregate principal amount of 6.250% Senior Notes due 2025 in a Rule 144A and Regulation S offering.
  • Public Service Company of Colorado completes $750 million public offering of First Mortgage Bonds, including $375 million of Green BondsJones Day represented Public Service Company of Colorado, an electric and gas utility and wholly owned subsidiary of Xcel Energy Inc., in connection with its underwritten public offering of $375 million in aggregate principal amount of 2.70% First Mortgage Bonds, Series No. 35 due January 15, 2051 (Green Bonds) and $375 million in aggregate principal amount of 1.90% First Mortgage Bonds, Series No. 36 due January 15, 2031.
  • Hard Rock International acquires full intellectual property rights to Hard Rock Hotel & Casino® in Las Vegas in deal with Juniper CapitalJones Day advised Hard Rock International in its acquisition of all rights to the Hard Rock® brand and related trademarks in Las Vegas from private equity firm Juniper Capital.
  • Nutrien completes $1.5 billion public offering of Senior NotesJones Day represented Nutrien Ltd., the world's largest provider of crop inputs and services, in connection with a public offering of $1.5 billion of Senior Notes, consisting of (i) $500 million aggregate principal amount of 1.900% Senior Notes due 2023, (ii) $500 million aggregate principal amount of 2.950% Senior Notes due 2030, and (iii) $500 million aggregate principal amount of 3.950% Senior Notes due 2050.
  • PolyOne completes $650 million Senior Notes offeringJones Day represented PolyOne Corporation, a premier provider of specialized polymer materials, services and sustainable solutions, in connection with a Rule 144A and Regulation S offering of $650 million aggregate principal amount of 5.750% Senior Notes due 2025.
  • Owens Corning completes $300 million Senior Notes offeringJones Day represented Owens Corning, a global producer of residential and commercial building materials and of glass fiber reinforcements and other materials for composites, in connection with its registered public offering of $300 million of 3.875% Senior Notes due 2030.
  • Underwriters complete €2.0 billion public bond offering by PepsiCoJones Day advised the underwriters in a €2.0 billion public offering of Senior Notes, consisting of €1.0 billion of 0.250% Senior Notes due 2024 and €1.0 billion of 0.500% Senior Notes due 2028, by PepsiCo, Inc., a world leader in convenient snacks, foods, and beverages.
  • Underwriters complete $2.0 billion public bond offering by PepsiCoJones Day advised the underwriters in a $2.0 billion public offering of Senior Notes, consisting of $1.0 billion of 0.750% Senior Notes and $1.0 billion of 1.625% Senior Notes, by PepsiCo, Inc., a world leader in convenient snacks, foods, and beverages.
  • OUTFRONT Media completes $400 million PIPEJones Day advised OUTFRONT Media Inc., one of the largest providers of advertising space on out-of-home advertising structures and sites in the United States and Canada, in connection with its $400 million private placement of 400,000 shares of Series A Convertible Perpetual Preferred Stock to affiliates of Providence Equity Partners LLC, who led the purchase, and to affiliates of Ares Management Corporation.
  • TransDigm Group completes $400 million Senior Secured Notes offeringJones Day represented TransDigm Group Incorporated, a leading global designer, producer, and supplier of highly engineered aircraft components, in connection with the Rule 144A and Regulation S offering by TransDigm Inc., its wholly-owned subsidiary, of an additional $400 million aggregate principal amount of 6.25% Senior Secured Notes due 2026.
  • KeyBank provides $2.14 billion credit facility to Cooper CompaniesJones Day represented KeyBank National Association, as administrative agent, in connection with a $2.14 billion credit facility consisting of a $850 million term loan facility and a $1.29 billion multicurrency revolving credit facility provided to The Cooper Companies, Inc., a global medical device company.
  • Omnicom completes $600 million Senior Notes offeringJones Day represented Omnicom Group Inc., a leading global marketing and corporate communications company, in connection with its registered public offering of $600 million of 4.200% Senior Notes due 2030.
  • BofA Securities, Citigroup Global Markets, and J.P. Morgan complete $6.5 billion public bond offering by PepsiCoJones Day represented BofA Securities, Inc.; Citigroup Global Markets Inc.; and J.P. Morgan Securities LLC, as underwriters, in connection with the public offering by PepsiCo, Inc., a world leader in convenient snacks, foods, and beverages, of $6.5 billion of Senior Notes, consisting of $1.5 billion of 2.250% Senior Notes due 2025, $500 million of 2.625% Senior Notes due 2027, $1.5 billion of 2.750% Senior Notes due 2030, $750 million of 3.500% Senior Notes due 2040, $1.5 billion of 3.625% Senior Notes due 2050, and $750 million of 3.875% Senior Notes due 2060.
  • USI Insurance Services acquires Chapman & ChapmanJones Day advised USI Insurance Services in its acquisition of Cleveland, Ohio-based Chapman & Chapman, Inc., a regional employee benefit and retirement consulting firm.
  • J.F. Lehman acquires Global Marine GroupJones Day advised long-standing client J.F. Lehman & Company, a leading middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government, and environmental sectors, in connection with the acquisition and related financing of Global Marine Group.
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