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

  • Avient acquires DSM Protective Materials businessJones Day advised Avient Corporation (NYSE: AVNT), a leading provider of specialized and sustainable material solutions, in the $1.485 billion acquisition and financing of Koninklijke DSM N.V.’s protective materials business, a leading specialty engineered materials business built around the invention of Dyneema®, the world’s strongest fiber.
  • 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.
  • 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.
  • Xcel Energy completes $700 million public offering of Senior NotesJones Day represented Xcel Energy Inc. in connection with its underwritten public offering of $700 million in aggregate principal amount of 4.60% Senior Notes, Series due June 1, 2032.
  • Peabody Energy establishes $150 million unsecured revolving credit facility and $225 million at-the-market equity programJones Day represented Peabody Energy Corporation, a large private-sector coal company, in connection with the establishment of a $150 million unsecured revolving credit facility with Goldman Sachs Lending Partners LLC, as administrative agent, and the lenders party thereto, and a related at-the-market equity program for the sale of shares of its Common Stock having an aggregate gross sales price of up to $225 million through or to Goldman Sachs & Co. LLC, as sales agent.
  • Peabody completes offering of $320 million of Convertible Senior Notes to refinance outstanding Senior Secured NotesJones Day represented Peabody Energy Corporation, a large private-sector coal company, in connection with a Rule 144A offering of $320 million aggregate principal amount of 3.250% Convertible Senior Notes due 2028, and the concurrent redemptions of all of the Company's outstanding 8.500% Senior Secured Notes due 2024 and a portion of its outstanding 6.375% Senior Secured Notes due 2025.
  • Ulanqab Lamb Weston Food Co., Ltd. obtains RMB1.079 billion term loan facilityJones Day represented Ulanqab Lamb Weston Food Co., Ltd., a limited liability company incorporated under the laws of the People's Republic of China and a wholly-owned subsidiary of Lamb Weston Holdings, Inc., in connection with a RMB1.079 billion term loan facility provided by HSBC Bank (China) Company Limited, Shanghai Branch, as the facility agent, and its related capital investment in a new french fry processing facility in Ulanqab, Inner Mongolia.
  • Nutrien completes $300 million tender offer and redemption of $1.8 billion of debt securitiesJones Day represented Nutrien Ltd., the world's largest provider of crop inputs and services, in connection with the tender offer by Nutrien Ltd. and its wholly-owned subsidiaries, Agrium Inc. and Potash Corporation of Saskatchewan Inc., to purchase for cash up to $300 million in aggregate purchase price of their respective debt securities.
  • Ecolab completes $2.5 billion public offering of NotesJones Day represented Ecolab Inc. in connection with its underwritten public offering of $500 million aggregate principal amount of 0.900% Notes due 2023, $500 million aggregate principal amount of 1.650% Notes due 2027, $650 million aggregate principal amount of 2.125% Notes due 2032, and $850 million aggregate principal amount of 2.700% Notes due 2051.
  • Lamb Weston completes $1.67 billion private placement of Senior NotesJones Day represented Lamb Weston Holdings, Inc., a leading global producer, distributor, and marketer of value-added frozen potato products, in connection with its private placement of $1.67 billion aggregate principal amount of Senior Notes, comprised of $970 million of 4.125% Senior Notes due 2030 and $700 million of 4.375% Senior Notes due 2032.
  • Xcel Energy establishes $800 million at-the-market equity programJones Day represented Xcel Energy Inc., a provider of renewable energy, in connection with the establishment of an at-the-market equity program for the sale of up to $800 million of its shares of Common Stock.
  • Xcel Energy completes $800 million public offering of Senior NotesJones Day represented Xcel Energy Inc. in connection with its underwritten public offering of $500 million in aggregate principal amount of 1.75% Senior Notes, Series due March 15, 2027 and $300 million in aggregate principal amount of 2.35% Senior Notes, Series due November 15, 2031.
  • Ecolab completes liability management transactionsJones Day represented Ecolab Inc., a global leader in water, hygiene, and infection prevention solutions and services, in connection with liability management transactions, including (i) a Rule 144A and Regulation S offering of $300 million aggregate principal amount of 2.750% Notes due 2055 (the “New Notes”) and (ii) an offer to exchange up to $500 million aggregate principal amount of its outstanding 5.500% Notes due 2041, 3.950% Notes due 2047, 3.700% Notes due 2046, and 4.800% Notes due 2030 for New Notes and cash.
  • Northern States Power completes $100 million private placement of First Mortgage BondsJones Day represented Northern States Power Company, a wholly owned subsidiary of Xcel Energy Inc., in connection with its private placement of $100 million aggregate principal amount of 2.82% First Mortgage Bonds due 2051.
  • 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.