Rory T.Hood

Partner

(T) + 1.212.326.3814

Rory Hood has significant experience in the areas of capital markets and general corporate law. He has represented financial institutions, issuers, and investors in connection with public and private securities offerings, SEC reporting requirements, and corporate governance matters. Rory regularly advises U.S. and non-U.S. issuers and investment banks (as underwriters, initial purchasers, dealer managers, and placement agents) in a broad range of transactions, including initial public offerings and other equity offerings; investment-grade, convertible, and high yield debt offerings; and exchange offers, tender offers, and consent solicitations. He also advises U.S. and non-U.S. issuers on SEC reporting requirements, corporate governance matters, and stock exchange rules and regulations.

Rory has worked with all of the major U.S. investment banks and many different types of issuers, including multinational corporations, middle market companies, emerging growth companies, and portfolio companies of private equity firms. His experience covers a variety of industries, including advertising, clean technology, consumer products, energy, financial institutions, industrial, manufacturing, technology, and transportation.

Rory is a member of the American Bar Association and the New York City Bar Association.

Experience

  • J.P. Morgan and Citigroup Global Markets complete $2.0 billion public bond offering by PepsiCoJones Day represented J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as underwriters, in connection with the public offering by PepsiCo, Inc., a world leader in convenient snacks, foods and beverages, of $2.0 billion of Senior Notes, consisting of $1.0 billion of 2.625% Senior Notes due 2029 and $1.0 billion of 3.375% Senior Notes due 2049.
  • Omnicom completes €1 billion Senior Notes offeringJones Day represented Omnicom Group Inc., a leading global marketing and corporate communications company, in connection with the public offering by its wholly owned U.K. finance subsidiary, Omnicom Finance Holdings plc, of €1.0 billion of Senior Notes, consisting of €500 million of 0.800% Senior Notes due 2027 and €500 million of 1.400% Senior Notes due 2031.
  • OUTFRONT Media completes $650 million private placement of Senior NotesJones 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 $650 million in aggregate principal amount of 5.000% Senior Notes due 2027 in a Rule 144A and Regulation S offering.
  • Twin River Worldwide Holdings completes $950 million debt refinancingJones Day represented Twin River Worldwide Holdings, Inc., a diverse, multi-jurisdictional owner and operator of gaming and racing facilities, in connection with its issuance of $400 million aggregate principal amount of 6.750% Senior Notes due 2027 in a Rule 144A and Regulation S offering and concurrent $550 million senior secured credit agreement, consisting of a $300 million senior secured term loan facility and a $250 million senior secured revolving credit facility.
  • Twin River Worldwide Holdings combines with Dover Downs Gaming & Entertainment, Inc.Jones Day advised Twin River Worldwide Holdings, Inc. in its merger with Dover Downs Gaming & Entertainment, Inc.
  • BNP Paribas, Deutsche Bank, and Merrill Lynch complete €1.0 billion bond offering by PepsiCoJones Day represented BNP Paribas; Deutsche Bank AG, London Branch; and Merrill Lynch International, as representatives of the several underwriters, in connection with the public offering by PepsiCo, Inc., a world leader in convenient snacks, foods, and beverages, of €1.0 billion of Senior Notes, consisting of €500.0 million of 0.750% Senior Notes due 2027 and €500.0 million of 1.125% Senior Notes due 2031.
  • Deutsche Bank, J.P. Morgan, and Merrill Lynch act as dealer managers in $2 billion exchange and tender offers by PepsiCoJones Day represented Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as dealer managers, in connection with offers by PepsiCo, Inc. (Pepsi), a world leader in convenient snacks, foods, and beverages, (a) to purchase for cash $100 million of 7.29% Senior Notes due 2026, $25 million of 7.44% Senior Notes due 2026, $1 billion of 7.00% Senior Notes due 2029 and $250 million of 5.50% Senior Notes due 2035 (together, the “Metro Notes”), all of which are obligations of Pepsi-Cola Metropolitan Bottling Company, Inc., a subsidiary of Pepsi, and $750 million of 4.875% Senior Notes due 2040 and $1 billion of 5.50% Senior Notes due 2040, both issued by Pepsi, and (b) to exchange the Metro Notes for unregistered senior notes issued by Pepsi with substantially similar terms.
  • Morgan Stanley acts as initial purchaser in $100 million Rule 144A offering of Term Preferred Shares by FS Global Credit Opportunities FundJones Day represented Morgan Stanley & Co. LLC, as initial purchaser, in connection with the $100 million Rule 144A offering by FS Global Credit Opportunities Fund of Term Preferred Shares, Series 2026.
  • Great Elm Capital Group acquires Valley Healthcare Group and Northwest Medical for $63.6 millionJones Day advised Great Elm Capital Group, Inc. in the $63.6 million acquisition and combination of Valley Healthcare Group and Northwest Medical to create a leading regional provider of sleep and respiratory-focused durable medical equipment and services across five states in the U.S., serving approximately 70,000 patients annually.
  • Morgan Stanley acts as initial purchaser in $100 million Rule 144A offering by FS Global Credit Opportunities FundJones Day represented Morgan Stanley & Co. LLC, as initial purchaser, in connection with a $100 million Rule 144A offering by FS Global Credit Opportunities Fund, a leading asset manager dedicated to helping individuals, financial professionals, and institutions design better portfolios, consisting of Term Preferred Shares, Series 2023 - Fixed Rate and Term Preferred Shares, Series 2023 - Floating Rate.
  • Canacol Energy completes $320 million International Offering of Senior NotesJones Day represented Canacol Energy Ltd., a vertically integrated, publicly listed, international energy company engaged in the acquisition, development, exploration, and production of crude oil and natural gas, in connection with a Rule 144A and Regulation S offering of $320 million aggregate principal amount of 7.25% Senior Notes due 2025.
  • International Automotive Components Group completes refinancing of Senior Secured NotesJones Day advised International Automotive Components Group, S.A., a leading global supplier of automotive components and systems, in connection with the issuance of $215 million of Senior Secured Notes due 2023 to Gamut Capital Management, L.P. in a private placement.
  • Great Elm Capital Group takes stake in CRICJones Day advised Great Elm Capital Group, Inc. in its acquisition, through its majority-owned subsidiary, Great Elm FM Holdings, Inc., of an 80.1 percent interest in CRIC IT Fort Myers LLC, the owner of two Class A office buildings in Fort Myers, Florida.
  • BNP Paribas, Citigroup Global Markets, Goldman Sachs, and Merrill Lynch complete $4.0 billion public bond offering by PepsiCoJones Day represented BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters, in connection with the public offering by PepsiCo, Inc., a world leader in convenient snacks, foods and beverages, of $4.0 billion of Senior Notes, consisting of $1.5 billion of Floating Rate Notes due 2018, $1.0 billion of 2.000% Senior Notes due 2021 and $1.5 billion of 3.000% Senior Notes due 2027.
  • Auria Solutions obtains $350 million credit facilityJones Day advised Auria Solutions USA Inc., a supplier of soft trim and acoustical products for the automotive industry, in connection with a $350 million facility with Bank of America, N.A., as administrative agent. The new credit facility consisted of a $100 million term loan, a $150 million revolving credit facility, and a $100 million delayed draw term loan, and was made in connection with long-time client International Automotive Components Group North America LLC's spin-off of its soft-trim business into a joint venture with Shanghai Shenda Co., Ltd.
  • PHH Corporation sells remaining MSR portfolio for $912 million and enters subservicing agreement for 480,000 mortgage loans with New Residential Investment Corp.Jones Day advised PHH Corporation in its $912 million sale of all of its remaining MSR portfolio and related servicing advances to New Residential Investment Corp.
  • Deutsche Bank, J.P. Morgan, and Morgan Stanley complete $3.0 billion public bond offering by PepsiCo and HSBC, RBC, and TD complete CAD750 million public bond offering by PepsiCoJones Day represented Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as representatives of the several underwriters, in connection with the public offering by PepsiCo, Inc., a world leader in convenient snacks, foods and beverages, of $3.0 billion of Senior Notes, consisting of $350 million of Floating Rate Notes due 2019, $400 million of Floating Rate Notes due 2022, $750 million of 1.550% Senior Notes due 2019, $750 million of 2.250% Senior Notes due 2022, and $750 million of 4.000% Senior Notes due 2047.
  • PHH Corporation sells GNMA MSR portfolio for $122 million and exit from private label servicing businessJones Day advised PHH Corporation regarding the sale of substantially all of its GNMA MSR portfolio to Lakeview Loan Servicing for $122 million.
  • Morgan Stanley completes $61.2 million public offering of Term Preferred Shares by Nuveen closed-end fundsJones Day represented Morgan Stanley & Co. LLC in connection with the $61.2 million public offering by three Nuveen closed-end funds of Term Preferred Shares (TPS).
  • WL Ross sells 53.6 million shares in Virgin Money Holdings (UK) plcJones Day represented WL Ross & Co. LLC in the sale of 53.6 million shares in Virgin Money Holdings (UK) plc, a United Kingdom-based retail-only bank.
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