Frank E.Freeman

Associate

(T) + 1.312.269.4099

Frank Freeman practices corporate law, with a focus on capital markets transactions, corporate governance, and federal securities law.

His practice includes representing public and private companies and financial institutions in a variety of transactions, including debt offerings, initial public offerings, shelf registrations, M&A, restructurings, cross-border transactions, tender and exchange offers, at-the-market offerings, social impact bonds, and other securities transactions. He also regularly advises clients on corporate governance, securities laws and regulations, stock exchange rules, and periodic reporting responsibilities.

Experience

  • Modern Media Acquisition completes merger agreement with Akazoo Ltd.Jones Day advised Modern Media Acquisition Corp. ("MMDM"), a special purpose acquisition company, in its business combination with Akazoo Limited, a U.K.- based digital music streaming platform specializing in emerging markets.
  • Hill-Rom sells surgical consumable products to Audax Private Equity for $170 millionJones Day advised Hill-Rom Holdings, Inc. (NYSE: HRC), which recently rebranded as Hillrom, in its $170 million sale of certain surgical consumable products and related assets to an affiliate of Audax Private Equity.
  • Adtalem Global Education acquires OnCourse Learning's financial services business for $121 millionJones Day advised Adtalem Global Education Inc., a leading workforce solutions provider, in its acquisition of the financial services division of OnCourse Learning, a Brookfield, Wisconsin-based leading provider of compliance training, licensure preparation, continuing education and professional development, for approximately $121 million in cash.
  • Deutsche Bank, Merrill Lynch, Citigroup, and Credit Suisse, as representatives of the underwriters, complete $300 million bond offering by KB HomeJones Day represented Deutsche Bank Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Citigroup Global Markets Inc.; and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters, in connection with the public offering by KB Home, one of the nation’s largest homebuilders, of $300 million aggregate principal amount of 6.875% Senior Notes due 2027 and an additional $100 aggregate principal amount of its existing series of 7.625% Senior Notes due 2023.
  • National Fuel Gas completes $300 million registered public offering of 4.75% NotesJones Day represented National Fuel Gas Company in connection with its registered public offering of $300 million of 4.75% Notes due 2028.
  • Nutrien completes $1.0 billion placement of Series B Common Shares on Santiago Stock ExchangeJones Day represented Nutrien Ltd., the world's largest provider of crop inputs and services, in connection with the placement of 100 percent of Series B Common Shares in Sociedad Quimica y Minera de Chile S.A. held by its Chilean subsidiaries to Chilean investors, certain other non-U.S. persons, and qualified institutional buyers within the meaning of Rule 144A under the U.S. Securities Act of 1933.
  • Five9 completes $258.75 million offering of Convertible Senior NotesJones Day represented Five9, Inc., a provider of cloud-based contact center software, in connection with its issuance of $258.75 million aggregate principal amount of 0.125% Convertible Senior Notes due 2023 in a Rule 144A offering.
  • Nutrien issues $3.75 billion of Senior Notes of Potash Corporation of Saskatchewan and up to $4.425 billion debentures of AgriumJones Day represented Nutrien Ltd., the world's largest provider of crop inputs and services, in connection with its issuance of $3.75 billion of Senior Notes of Potash Corporation of Saskatchewan Inc. and up to $4.425 billion debentures of Agrium Inc. for an equal aggregate principal amount of Senior Notes of Nutrien in an exchange offering.
  • FirstEnergy raises $1.616 billion in private placement of Convertible Preferred StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $1.616 billion of Series A Convertible Preferred Stock in a private placement to affiliates of Elliott Management Corporation, Bluescape, and GIC.
  • FirstEnergy raises $850 million in private placement of Common StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $850 million of Common Stock in a private placement to funds affiliated with Zimmer Partners, LP.
  • J.P. Morgan, Credit Agricole Securities, and Jefferies underwrite $350 million public bond offering by Physicians RealtyJones Day represented J.P. Morgan Securities LLC, Credit Agricole Securities (USA) Inc., and Jefferies LLC, as joint book-running managers, in connection with a public offering of $350 million aggregate principal amount of 3.950% Senior Notes due 2028 by Physicians Realty L.P., a self-managed healthcare real estate company, which are guaranteed by its sole general partner, Physicians Realty Trust.
  • KeyBanc Capital Markets acts as agent in $50 million at-the-market equity offering by Condor Hospitality TrustJones Day acted as counsel to KeyBanc Capital Markets, Inc., as sales agent, in connection with the establishment of an at-the-market equity offering of up to an aggregate of $50 million of Common Stock of Condor Hospitality Trust, Inc., a publicly-traded real estate investment trust.
  • Peabody Energy completes $346.9 million secondary public offering of Common StockJones Day represented Peabody Energy Corporation, a large private-sector coal company, in connection with the underwritten secondary offering of 12,800,000 shares of Peabody's Common Stock by certain of its existing stockholders affiliated with Discovery Capital Management, LLC.
  • FirstEnergy completes $3 billion Senior Notes OfferingJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its underwritten public offering of $3 billion of Senior Notes consisting of $500 million aggregate principal amount of 2.85% Notes, Series A, due 2022; $1.5 billion aggregate principal amount of 3.90% Notes, Series B, due 2027; and $1 billion aggregate principal amount of 4.85% Notes, Series C, due 2047.
  • Starbucks completes first global yen Sustainability Bond OfferingJones Day represented Starbucks Corporation, the premier roaster, marketer, and retailer of specialty coffee in the world, in connection with an underwritten public offering of ¥85 billion (US$754 million) of 0.372% Senior Notes due 2024.
  • Hill-Rom acquires Mortara Instrument for $330 millionJones Day advised Hill-Rom Holdings, Inc. in its acquisition of Mortara Instrument, Inc., a privately held leader in diagnostic cardiology and patient monitoring solutions, technologies, and devices, for $330 million in cash.
  • Procter & Gamble sells its beauty brands to Coty for $12.5 billionThe Procter & Gamble Company ("P&G") has merged its 43 beauty brands ("RMT Brands") of global salon professional hair care and color, retail hair color, cosmetics, and fine fragrance businesses, along with select hair styling brands with Coty Inc. in a Reverse Morris Trust transaction for $12.5 billion.
  • Goldman Sachs and Sandler O'Neill lead $150 million underwritten public offering of notes for First Midwest Bancorp, Inc.Jones Day represented Goldman Sachs & Co.; Sandler O’Neill & Partners, L.P.; and Stephens Inc., as underwriters, in connection with First Midwest Bancorp, Inc.’s, a bank holding company with a principal operating subsidiary, First Midwest Bank, $150 million public offering of 5.875% Subordinated Notes due 2026.
  • Starbucks closes offering of $750 million of Senior Notes, including first U.S. Sustainability BondJones Day represented Starbucks Corporation, the premier roaster, marketer, and retailer of specialty coffee in the world, in connection with its public offering of $500 million of 2.450% Senior Notes due 2026 and $250 million of 2.100% Senior Notes due 2021.
  • Greystar issues $70 million of additional 8.25% Senior Secured Notes in Rule 144A and Regulation S offeringJones Day represented Greystar Real Estate Partners, LLC, a provider of multifamily property management, development, and investment services in the United States, in connection with its issuance of $70 million of additional 8.25% Senior Secured Notes due 2022 in a Rule 144A and Regulation S offering.
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