Shoshana E.Litt (Shana)

Counsel

New York + 1.212.326.3779

Shoshana Litt has extensive experience counseling both private and public companies on executive compensation and employee benefits issues. She devotes a significant portion of her practice to international equity compensation matters. As part of her practice, she has implemented numerous equity incentive plans and programs, including long-term incentive plans, stock option plans, and employee stock purchase plans, for U.S. and non-U.S. multinational corporations and has advised those companies regarding a variety of ongoing legal issues that affect such plans in their operation in the U.S. and abroad. In addition, Shoshana advises employers on employee benefits and compensation issues that arise in corporate acquisitions and dispositions and has significant experience drafting employment agreements, severance agreements, and equity incentive arrangements.

Shoshana also has experience analyzing potential prohibited transaction and plan asset issues in connection with investments by benefit plans in derivative securities and structured finance transactions as well as venture capital operating companies.

Shoshana is a member of the National Association of Stock Plan Professionals (NASPP) and is an editor of its International Stock Plans treatise. An active violinist and avid supporter of classical music, she was a longtime member of the board of the Cleveland Chamber Music Society before moving to New York, and she performs regularly with the New Amsterdam Symphony Orchestra.

Experience

  • 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.
  • Kaiser Aluminum completes offerings of Senior NotesJones Day represented Kaiser Aluminum Corporation, a leading North American manufacturer of semi-fabricated specialty aluminum mill products, in connection with a private placement offering of $300 million aggregate principal amount of 6.500% Senior Notes due 2025, as well as a private placement offering of an additional $50 million aggregate principal amount of 6.500% Senior Notes due 2025.
  • Marathon Petroleum completes $2.5 billion Senior Notes offeringJones Day represented Marathon Petroleum Corporation, a leading, integrated, downstream energy company, in connection with its registered public offering of $1.25 billion of 4.500% Senior Notes due 2023 and $1.25 billion of 4.700% Senior Notes due 2025.
  • Twin River Worldwide Holdings to acquire three casinos from Eldorado and Caesars for $180 millionJones Day is advising Twin River Worldwide Holdings, Inc. in the $155 million acquisition of Eldorado Shreveport Resort and Casino in Shreveport, Louisiana, and the Mont Bleu Resort Casino & Spa in Lake Tahoe, Nevada, from Eldorado Resorts, Inc., and Bally's Atlantic City Hotel & Casino in New Jersey from Caesars Entertainment Corporation and Vici Properties Inc. for $25 million.
  • Athersys completes $57.6 million public offering of Common StockJones Day represented Athersys, Inc., a clinical-stage biotechnology company developing novel and proprietary best-in-class therapies designed to extend and enhance the quality of human life, in connection with the $57.6 million underwritten public offering of 25,587,500 shares of Common Stock.
  • FirstEnergy subsidiary completes $250 million private placement of Senior NotesJones Day represented Pennsylvania Electric Company, a distribution-only subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $125 million aggregate principal amount of 3.61% Senior Notes, Series A, due 2032 and $125 million aggregate principal amount of 3.71% Senior Notes, Series B, due 2035.
  • Cleveland-Cliffs completes $400 million Senior Secured Notes offeringJones Day represented Cleveland-Cliffs Inc., one of the largest vertically integrated producers of differentiated iron ore and steel in North America, in connection with an offering of $400 million aggregate principal amount of 9.875% Senior Secured Notes due 2025
  • TransDigm Group issues $1.1 billion Senior Secured NotesJones Day represented TransDigm Group Incorporated (“TransDigm Group”), 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 $1.1 billion aggregate principal amount of 8.00% Senior Secured Notes due 2025 (the “Notes”).
  • Cleveland-Cliffs completes offers to exchange 6.375% Senior Notes and 7.00% Senior Notes issued by AK Steel CorporationJones Day represented Cleveland-Cliffs Inc. (“Cliffs”), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with its offers to exchange any and all 6.375% Senior Notes due 2025 and 7.00% Senior Notes due 2027 issued by AK Steel Corporation for the same aggregate principal amount of new notes issued by Cliffs’.
  • Cleveland-Cliffs issues $725 million of 6.75% Senior Secured NotesJones Day represented Cleveland-Cliffs Inc. ("Cliffs"), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with an offering of $725 million aggregate principal amount of 6.75% Senior Secured Notes due 2026.
  • FirstEnergy subsidiary completes $250 million private placement of Senior NotesJones Day represented Mid-Atlantic Interstate Transmission, LLC, a transmission-only subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $125 million aggregate principal amount of 3.60% Senior Notes, Series A, due 2032 and $125 million aggregate principal amount of 3.70% Senior Notes, Series B, due 2035.
  • 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.
  • Twin River Worldwide Holdings acquires three Colorado casinos from Affinity Gaming for $51 millionJones Day advised Twin River Worldwide Holdings, Inc. in its acquisition from a subsidiary of Affinity Gaming of three casino properties, Golden Gates, Golden Gulch, and Mardi Gras, in Black Hawk, Colorado, for $51 million.
  • Seal for Life acquires Flame Control Coatings, Highland International, LifeLast, and US CoatingsJones Day advised Arsenal Capital Partners ("ACP") on the four acquisitions by portfolio company Seal for Life of Flame Control Coatings, Highland International, LifeLast, and US Coatings, manufacturers of protective coating technologies.
  • Kaiser Aluminum completes $500 million Senior Notes offeringJones Day represented Kaiser Aluminum Corporation, a leading North American manufacturer of semi-fabricated specialty aluminum mill products, in connection with the Rule 144A and Regulation S offering of $500 million aggregate principal amount of 4.625% Senior Notes due 2028.
  • TransDigm Group completes offering of $2.65 billion of Senior Subordinated NotesJones 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 $2.65 billion aggregate principal amount of 5.50% Senior Subordinated Notes due 2027.
  • SunPower announces sponsored spin-off of solar panel production operationsJones Day is advising 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.
  • MPLX completes $3.25 billion of exchange offers and consent solicitations of ANDX NotesJones Day advised MPLX LP ("MPLX") in connection with its offers to exchange up to $3.25 billion aggregate principal amount of Senior Notes issued by Andeavor Logistics LP ("ANDX") and Tesoro Logistics Finance Corp. ("Finance Corp.") for an equal aggregate principal amount of Senior Notes issued by MPLX.
  • MPLX completes $2.0 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $2.0 billion of Senior Notes, consisting of (i) $1.0 billion aggregate principal amount of Floating Rate Senior Notes due 2021 and (ii) $1.0 billion aggregate principal amount of Floating Rate Senior Notes due 2022.
  • Pennsylvania Electric Company completes $300 million private placement of Senior NotesJones Day represented Pennsylvania Electric Company, an electric distribution utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in its private placement of $300 million of Senior Notes.
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