Justin W.McKithen

Associate

Atlanta + 1.404.581.8154

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Justin McKithen practices in the areas of capital markets and general corporate law. His experience includes public offerings and private placements of debt and equity securities, initial public offerings, special purpose acquisition company "de-SPAC" transactions, tender offers, exchange offers, and other corporate transactions. He also regularly advises clients on SEC periodic reporting and disclosure requirements, stock exchange rules and regulations, and a broad range of corporate governance and shareholder engagement matters.

Justin has represented public and private companies in various industries, including consumer goods, food and beverage, automotive, consumer and personal finance, insurance, and the industrial and manufacturing sectors.

Justin has an active pro bono practice in the Atlanta community, including providing legal services to the National Center for Civil and Human Rights. He also mentors law school students through the Leadership Council on Legal Diversity and the University of Georgia School of Law's Alumni & Professional Mentorship Program.

Experience

  • Innventure enters agreement with Learn CWJones Day is advising Innventure LLC in its business combination with Learn CW Investment Corporation, a publicly traded special purpose acquisition company (NYSE: “LCW”) sponsored by CWAM LC Sponsor LLC, an affiliate of Learn Capital and Commonwealth Asset Management.
  • HanesBrands Appoints Three New Independent DirectorsJones Day is advising Hanesbrands, an American multinational clothing company, on activism triggered by public letter from activist shareholder Barington Capital, including the potential disposition of the Champion business. Hanesbrands recently announced its settlement with Barington, involving the appointment of three new independent directors and a consulting agreement between the company and Barington.
  • Astellas acquires Iveric bioJones Day advised Astellas Pharma Inc. in the $5.9 billion cash acquisition of Iveric bio, Inc., a science-driven biopharmaceutical company focused on the discovery and development of novel treatments for retinal diseases with significant unmet medical needs.
  • Citigroup Global Markets and Scotiabank-led syndicate purchases 117,049,735 CBFIs in global offering by FIBRA PrologisJones Day represented Citigroup Global Markets Inc. and Scotia Capital (USA) Inc., as representatives of the several initial purchasers, as U.S. securities counsel in connection with the global offering by FIBRA Prologis of 117,049,735 real estate trust certificates (certificados bursátiles fiduciarios inmobiliarios, or “CBFIs”).
  • Nutrien completes US$1.5 billion Senior Unsecured Notes offeringJones Day represented Nutrien Ltd. in connection with a public offering of US$1.5 billion of Senior Notes, consisting of (i) US$750 million aggregate principal amount of 4.900% Senior Notes due 2028 and (ii) US$750 million aggregate principal amount of 5.800% Senior Notes due 2053.
  • NioCorp combines with GX Acquisition Corp. IIJones Day advised NioCorp Developments Ltd. (TSX: NB; OTCQX: NIOBF) in its business combination with GX Acquisition Corp. II (Nasdaq: GXII), a publicly-traded special purpose acquisition corporation.
  • HanesBrands completes $600 million Senior Notes offering and prices $900 million term loan B facilityJones Day represented HanesBrands Inc. in connection with (i) a Rule 144A and Regulation S offering of $600 million aggregate principal amount of 9.000% Senior Notes due 2031 and (ii) an amendment to the credit agreement that governs the company's existing senior secured credit facilities to provide for a new $900 million senior secured term loan B facility (the “Term Loan B”).
  • Bally's transfers real property assets of two properties to Gaming And Leisure Properties for $635 millionJones Day advised Bally's Corporation on the completion of the previously announced transfer of the real property assets of Bally's Tiverton Casino & Hotel in Tiverton, RI and Bally’s Hard Rock Hotel & Casino Biloxi in Biloxi, MS to GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc., for $635 million in total consideration, inclusive of $15 million in the form of OP units. Bally's leased back both properties and continues to own, control, and manage all the gaming operations of the facilities on an uninterrupted basis.
  • BofA Securities and other underwriters complete $1.15 billion public offering of Notes by eBay Inc.Jones Day represented BofA Securities, Inc. and the other underwriters in connection with the public offering by eBay Inc. of (i) $425 million aggregate principal amount of 5.900% Notes due 2025, (ii) $300 million aggregate principal amount of 5.950% Notes due 2027 and, (iii) $425 million aggregate principal amount of 6.300% Notes due 2032.
  • Bally’s completes tender offer for up to $190 million of its Common SharesJones Day advised Bally’s Corporation (NYSE: BALY), a global casino-entertainment company with a growing omni-channel presence of online sports betting and iGaming offerings, in connection with its “modified Dutch auction” tender offer to purchase for cash up to $190 million of its outstanding Common Shares at a price per share of not less than $19.25 nor greater than $22.00.
  • NerdWallet acquires On The Barrelhead for $120 millionJones Day advised NerdWallet, Inc. (Nasdaq: NRDS), a platform that provides financial guidance to consumers and small- and mid-sized businesses, in its acquisition of On the Barrelhead, Inc. for total consideration of $120 million, consisting of approximately $70 million in cash and $50 million in NerdWallet Class A common stock.
  • Aaron's Company acquires BrandsMart U.S.A. for $230 millionJones Day advised The Aaron's Company, Inc., a leading technology-enabled, omnichannel provider of lease-to-own and purchase solutions, on its acquisition of BrandsMart U.S.A. for $230 million.
  • Simpson Manufacturing Company announces offer to acquire Etanco GroupJones Day advised Simpson Manufacturing Company, Inc. in the €725 million acquisition of the Etanco Group.
  • Bespoke Capital Acquisition Corp. and Vintage Wines Estates receives $100 million investment by Wasatch Global InvestorsJones Day advised Bespoke Capital Acquisition Corp., a TSX listed special acquisition company, and Vintage Wines Estates ("BCAC-VWE") in the $100 million further investment by Wasatch Global Investors into the combined BCAC-VWE.
  • Bespoke Capital Acquisition Corp. combines with Vintage Wine EstatesJones Day advised Bespoke Capital Acquisition Corp., a TSX listed special acquisition company ("BCAC"), on its business combination with Vintage Wine Estates, one of the fastest growing U.S. wine producers.
  • HD Supply acquired by The Home Depot, Inc. for $8.8 billionJones Day advised HD Supply, Inc. ("HDS") in its $8.8 billion acquisition by The Home Depot, Inc. ("Home Depot").
  • Newell Brands completes tender offers for $700 million of outstanding debt securitiesJones Day represented Newell Brands Inc. in connection with its concurrent cash tender offers for $700 million aggregate principal amount of certain of its outstanding debt securities, including any and all of its 3.900% Notes due 2025 and 4.000% Notes due 2024 and a waterfall offer for its 3.850% Notes due 2023, 4.000% Notes due 2022, and 4.200% Notes due 2026.
  • Exide Technologies completes $1.1 billion comprehensive new financing and recapitalizationJones Day represented Exide Technologies, a global leader in stored energy solutions for the automotive and industrial markets, in connection with a comprehensive new financing and recapitalization transaction.
  • Stars Group and FOX Sports launch FOX Bet, the first-of-its kind national media and sports wagering partnership in U.S.Jones Day advised The Stars Group Inc. (Nasdaq: TSG) (TSX: TSGI) on its transaction with FOX Sports, a unit of Fox Corporation (Nasdaq: FOXA), to launch FOX Bet, the first-of-its kind national media and sports wagering partnership in the United States.
  • Newell Brands completes tender offers for $1.629 billion of outstanding debt securitiesJones Day represented Newell Brands Inc. in connection with its concurrent cash tender offers for any and all of its 3.150% Notes due 2021 and up to $1.625 billion in aggregate principal amount, less the aggregate principal amount of 3.150% Notes due 2021 purchased, of certain of its other outstanding debt securities.
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    Additional Publications

    Publications Prior to Jones Day

    2015

    Playing Favorites: Congress’s Denial of Equal Sovereignty to the States in the Professional and Amateur Sports Protection Act, 49 Ga. L. Rev. 539

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