Hannah E.Fregolle

Associate

Chicago + 1.312.269.4073

Hannah Fregolle practices corporate law, with a focus on capital markets, corporate governance, and federal securities law. She regularly advises a diverse range of public companies on matters relating to securities regulation and disclosure, corporate governance, stock exchange rules and regulations, and periodic reporting responsibilities. She works with the Firm's M&A practice on complex transactions, focusing on SEC and stock exchange compliance, shareholder approvals, and related acquisition debt financings. Her corporate finance practice includes investment-grade and high yield debt offerings, exchange offers, equity offerings, commercial paper programs, and equity-linked products, including convertible bond offerings.

Hannah's significant representations have included PotashCorp in its $38 billion all-stock merger of equals with Agrium, Reynolds American in its $49 billion acquisition by British American Tobacco, and Starbucks in its $1.6 billion public senior notes offering. Other clients she has recently worked with include Lam Research, P&G, USG, and Xcel Energy.

Experience

  • Bunge Limited completes $1 billion Senior Notes offering by Bunge Limited Finance CorporationJones Day represented Bunge Limited, an exempted company incorporated under the laws of Bermuda, in connection with the public offering of $1 billion aggregate principal amount of 2.750% Senior Notes due 2031 by its wholly owned finance subsidiary, Bunge Limited Finance Corporation.
  • Northern States Power completes $850 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 $425 million aggregate principal amount of 2.25% First Mortgage Bonds due 2031 and $425 million aggregate principal amount of 3.20% First Mortgage Bonds due 2052.
  • Public Service Company of Colorado completes $750 million public offering of First Mortgage 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 $750 million in aggregate principal amount of 1.875% First Mortgage Bonds, Series No. 37 due June 15, 2031 (Green Bonds).
  • Peabody Energy completes comprehensive exchange transactionJones Day represented Peabody Energy Corporation (the "Company"), a large private-sector coal company, in connection with a series of recapitalization transactions to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility, including: (i) an offer to exchange any and all of its outstanding $459 million aggregate principal amount of 6.000% Senior Secured Notes due 2022 (the "Existing Notes") for (a) new 10.000% Senior Secured Notes due 2024 to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCo"), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCorp" and, together with AU HoldingsCo, the "Co-Issuers"), and (b) new 8.500% Senior Secured Notes due 2024 to be issued by Peabody; and (ii) a restructuring of the revolving loans under the Company's existing credit agreement (the "Existing Credit Agreement") by (a) making a pay down of revolving loans thereunder in the aggregate amount of $10 million, (b) the co-issuers incurring $206 million of term loans under a credit agreement, dated as of January 29, 2021, (c) the Company entering into a letter of credit facility, and (d) the Company amending the existing credit agreement.
  • Xcel Energy completes $500 million public offering of Senior NotesJones Day represented Xcel Energy Inc., a provider of renewable energy, in connection with its underwritten public offering of $500 million in aggregate principal amount of 0.50% Senior Notes, Series due October 15, 2023.
  • SunPower closes sponsored spin-off of solar panel production operationsJones Day advised SunPower Corporation (NASDAQ: SPWR), one of North America's largest solar-panel makers, in a sponsored spin-off of its solar panel production operations into a new public company – Maxeon Solar Technologies – which will be headquartered in Singapore.
  • PolyOne acquires Clariant color and additive masterbatch business for $1.5 billionJones Day advised PolyOne Corporation in the $1.5 billion purchase of Clariant’s global color and additive masterbatch business.
  • BofA Securities-led syndicate underwrites $100 million public offering of Depositary Shares by First Midwest BancorpJones Day represented BofA Securities, Inc.; J.P. Morgan Securities LLC; Wells Fargo Securities, LLC; and the other underwriters in connection with First Midwest Bancorp, Inc.’s $100 million public offering of 4,000,000 depositary shares, each representing a 1/40th ownership interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series A.
  • 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.
  • The Stars Group combines with Flutter Entertainment in all share transaction to create world's largest online gaming company by revenueJones Day advised The Stars Group Inc. ("TSG"), listed on Nasdaq and TSX, on an all-share combination with Flutter Entertainment plc ("Flutter"), listed on LSE, implemented through an acquisition of TSG by Flutter pursuant to a Canadian plan of arrangement (the "Combination").
  • Xcel Energy completes $600 million public offering of Senior NotesJones Day represented Xcel Energy Inc., a provider of renewable energy, in connection with its underwritten public offering of $600 million in aggregate principal amount of 3.40% Senior Notes due June 1, 2030.
  • PolyOne completes $450 million public offering of common sharesJones Day represented PolyOne Corporation, a leading global provider of specialized polymer materials, services and solutions, in connection with its underwritten public offering of 13,333,333 common shares.
  • Macy’s subsidiary completes tender offer for up to $525 million of outstanding debt securitiesJones Day represented Macy's Inc., one of the nation's premier retailers, in connection with the tender offer by Macy’s Retail Holdings, Inc., a wholly owned subsidiary of Macy’s, Inc., to purchase for cash up to $525 million of outstanding debt securities.
  • SunPower completes $169.6 million public offering of Common StockJones Day represented SunPower Corporation, a solar products and services company, in connection with the $169.6 million underwritten public offering of 22,000,000 shares of Common Stock.
  • Xcel Energy completes $1 billion public offering of Senior NotesJones Day represented Xcel Energy Inc., a provider of renewable energy, in connection with its underwritten public offering of $500 million in aggregate principal amount of 2.60% Senior Notes due December 1, 2029 and $500 million in aggregate principal amount of 3.50% Senior Notes due December 1, 2049.
  • Xcel Energy completes $743 million public offering of Common Stock in forward saleJones Day represented Xcel Energy Inc., a provider of renewable energy, in connection with its $743 million underwritten public offering of Common Stock in a forward sale.
  • Northern States Power completes $600 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 $600 million in aggregate principal amount of 2.90% First Mortgage Bonds due March 1, 2050.
  • Public Service Company of Colorado completes $550 million public offering 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 green bond offering of $550 million in aggregate principal amount of 3.20% First Mortgage Bonds, Series No. 34 due March 1, 2050.
  • Xcel Energy completes $130 million public offering of Senior NotesJones Day represented Xcel Energy Inc., a provider of renewable energy, in connection with its underwritten public offering of $130 million in aggregate principal amount of 4.00% Senior Notes due June 15, 2028.