Shelby L.McClain

Associate

Minneapolis + 1.612.217.8872

Shelby McClain practices general corporate law, with a focus on capital markets, corporate governance, and federal securities law. She has represented public and private companies in a wide range of corporate transactions, including public and private offerings of debt and equity securities, tender offers, exchange offers, restructurings, and spin-offs. She also regularly advises public companies on corporate governance, securities laws, stock exchange rules and regulations, and periodic reporting responsibilities.

Shelby has represented clients in a variety of industries, including technology, energy, consumer products, and manufacturing. Companies Shelby has recently worked with include Ecolab, Georgia-Pacific, Verint Systems, Skyworks Solutions, Maxeon Solar Technologies, Owens Corning, Vintage Wine Estates, and Bespoke Capital Acquisition Corp.

Shelby has also represented financial institutions including BofA Securities, Citigroup, Deutsche Bank Securities, J.P. Morgan Securities, BNP Paribas, Goldman Sachs & Co., and Morgan Stanley & Co. International plc.

Experience

  • PureCycle Technologies completes $250 million private placement of Common Stock and WarrantsJones Day represented PureCycle Technologies, Inc. in connection with its private placement of $250 million of Common Stock and Warrants.
  • 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.
  • Calyxt completes $10.9 million placement of Common Stock and WarrantsJones Day represented Calyxt, Inc. in connection with the placement to an institutional investor in an underwritten offering of 3,880,000 shares of its Common Stock, pre-funded warrants to purchase up to 3,880,000 shares of its Common Stock, and Common Warrants to purchase up to 7,760,000 shares of its Common Stock.
  • Intelsat closes $6.7 billion DIP-to-exit financing transactionsOn May 13, 2020, Intelsat S.A. and certain of its direct and indirect subsidiaries (the “Intelsat Parties”) filed voluntary petitions with the U.S. Bankruptcy Court for the Eastern District of Virginia commencing their respective cases under Chapter 11 of the Bankruptcy Code.
  • Montauk Energy Holdings amends existing senior secured revolving credit and term loan facilityJones Day represented Montauk Energy Holdings, LLC, as borrower, and certain of its affiliates as guarantors, in connection with a fourth amendment and joinder to their existing senior secured revolving credit and term loan facility with Comerica Bank, as agent.
  • 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.
  • Dealer managers and underwriters complete $4.8 billion tender offer and concurrent offerings of $3.0 billion and €1.0 billion of Senior NotesJones Day represented the dealer managers and underwriters in a series of liability management transactions by PepsiCo, Inc., a world leader in convenient snacks, foods and beverages.
  • Calyxt establishes $50 million at-the-market equity programJones Day represented Calyxt, Inc., a plant-based technology company, in connection with the establishment of an at-the-market offering program for up to $50 million of its Common Stock.
  • 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.
  • Skyworks Solutions acquires Infrastructure and Automotive business of Silicon Laboratories for $2.75 billionJones Day advised Skyworks Solutions, Inc., an innovator of high-performance analog semiconductors, in connection with its acquisition of the Infrastructure and Automotive business of Silicon Laboratories Inc. (NASDAQ: SLAB), a leading provider of silicon, software, and solutions, in an all-cash asset transaction valued at $2.75 billion.
  • 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.
  • Skyworks Solutions completes $1.5 billion Senior Notes offeringJones Day represented Skyworks Solutions, Inc., a leading manufacturer of highly innovative analog semiconductors, in connection with its registered public offering of $500 million of 0.900% Senior Notes due 2023, $500 million of 1.800% Senior Notes due 2026, and $500 million of 3.000% Senior Notes due 2031.
  • Coronado Global Resources completes US$550 million in combined financingJones Day represented Coronado Global Resources Inc., in connection with (i) an offering of US$350 million aggregate principal amount of 10.750% Senior Secured Notes due 2026, (ii) a secured asset-based revolving credit agreement in an initial aggregate principal amount of US$100 million, and (iii) an offering of US$100 million aggregate principal amount of shares of its Common Stock in the form of CHESS Depositary Interests, which are listed on the Australian Stock Exchange.
  • Maxeon Solar Technologies completes public offering of $125 million of Ordinary Shares and concurrent private placement of $33.7 million of Ordinary SharesJones Day represented Maxeon Solar Technologies, Ltd., one of the world’s leading global manufacturers and marketers of premium solar power technology, in connection with its concurrent SEC registered public offering of $125 million of its Ordinary Shares and private placement of $33.7 million of its Ordinary Shares to an affiliate of Tianjin Zhonghuan Semiconductor, one of Maxeon’s existing largest shareholders.
  • Verint Systems completes $315 million Convertible Notes offeringJones Day represented Verint Systems Inc., a provider of Actionable Intelligence® solutions and value-added services, in connection with an offering of $315 million aggregate principal amount of 0.25% Convertible Senior Notes due 2026.
  • Verint Systems issues $400 million of Convertible Perpetual Preferred Stock to funds advised by Apax PartnersJones Day represented Verint Systems Inc., a provider of Actionable Intelligence® solutions and value-added services, in a private placement of $200 million aggregate principal amount of its Series A Convertible Perpetual Preferred Stock and $200 million aggregate principal amount of its Series B Convertible Perpetual Preferred Stock to funds advised by Apax Partners, a global private equity advisory firm.
  • Verint Systems separates into two independent companiesJones Day advised Verint® Systems Inc. ("Verint") in the separation and spin-off of its cyber intelligence business, Cognyte Systems Ltd.
  • Funds managed by EagleTree Capital complete $301.9 million secondary follow-on offering by Corsair GamingJones Day acted as legal counsel to funds managed by EagleTree Capital, LP in Corsair Gaming Inc.’s secondary follow-on offering of $301.9 million.