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

  • Nutrien completes $1 billion public offering of Senior NotesJones Day represented Nutrien Ltd. in connection with a public offering of $1 billion of Senior Notes, consisting of (i) $400 million aggregate principal amount of 5.200% Senior Notes due 2027 and (ii) $600 million aggregate principal amount of 5.400% Senior Notes due 2034.
  • Reneo Pharmaceuticals announces reverse merger with OnKureJones Day is representing Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM) in an all-stock reverse merger between Reneo and OnKure, Inc., a privately-held, clinical-stage biopharmaceutical company valued at $170 million that is focused on the development of novel precision medicines in oncology.
  • Underwriters complete $1.75 billion Senior Notes offering by PepsiCo Singapore Financing I Pte. Ltd.Jones Day represented the underwriters in connection with a $1.75 billion public offering of Senior Notes by PepsiCo Singapore Financing I Pte. Ltd., a wholly-owned subsidiary of PepsiCo, Inc., a leading global beverage and convenient food company, consisting of $300 million of Floating Rate Notes due 2027, $550 million of 4.650% Senior Notes due 2027, $450 million of 4.550% Senior Notes due 2029, and $450 million of 4.700% Senior Notes due 2034.
  • Diebold Nixdorf obtains $200 million super-priority senior secured revolving credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic subsidiaries in obtaining a $200 million super-priority senior secured revolving credit facility.
  • Cibus completes $20.3 million registered direct offeringJones Day represented Cibus, Inc. in connection with an underwritten offering of 2,106,723 shares of its Class A Common Stock and pre-funded warrants to purchase up to 50,000 shares of its Class A Common Stock for an aggregate purchase price of $20.3 million.
  • BofA Securities, as representative of underwriters, completes $2.5 billion Senior Notes offering by PepsiCoJones Day represented BofA Securities, Inc., as representative of the underwriters, in connection with a $2.5 billion public offering of Senior Notes by PepsiCo, Inc., a leading global beverage and convenient food company, consisting of $1 billion of Floating Rate Notes due 2024, $800 million of 5.250% Senior Notes due 2025, and $700 million of 5.125% Senior Notes due 2026.
  • 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.
  • PureCycle Technologies completes $250 million Green Convertible Senior Notes offeringJones Day represented PureCycle Technologies, Inc., in connection with a Rule 144A offering of $250 million aggregate principal amount of 7.25% Green Convertible Senior Notes due 2030.
  • Diebold Nixdorf obtains $1.25 billion senior secured exit credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, in connection with a new $1.25 billion senior secured term loan facility as part of it’s emergence from chapter 11 bankruptcy and other domestic and foreign court-supervised restructuring proceedings.
  • Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 daysIn the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.
  • Diebold Nixdorf obtains $1.25 billion senior secured superpriority DIP credit facilityJones Day is representing Diebold Nixdorf, Incorporated (the “Company”), a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic and foreign subsidiaries (collectively, the “Debtors”) in (i) a pre-packaged chapter 11 proceeding in front of the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), (ii) a scheme of arrangement by Diebold Nixdorf Dutch Holding B.V. (the “Dutch Issuer”) and the related voluntary proceeding in front of the District Court of Amsterdam under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord), and (iii) an anticipated proceeding commenced by the Dutch Issuer under chapter 15 in the Bankruptcy Court, seeking recognition of such scheme of arrangement.
  • Cibus combines with CalyxtJones Day advised Cibus Global, LLC (“Cibus”), a San Diego based leader in precision gene editing in agriculture, in connection with an all-stock merger with Calyxt, Inc. (NASDAQ: CLXT), under which Cibus and Calyxt created an industry-leading company that combines two pioneers in agriculture-based gene editing and establishes one of the world’s most sophisticated facilities for trait development and plant breeding.
  • Maxeon Solar Technologies completes public offering of $241.2 million of Ordinary Shares and concurrent private placement of $42 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 a public offering of 8,613,500 Ordinary Shares, consisting of 5,620,000 Ordinary Shares offered by Maxeon and 2,993,500 Ordinary Shares offered by an affiliate of TotalEnergies SE, one of Maxeon’s existing shareholders.
  • 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.
  • Lamb Weston acquires remaining interest in European joint venture Lamb-Weston/Meijer for €700 millionJones Day advised Lamb Weston Holdings, Inc. in the €700 million acquisition of the remaining equity interests in Lamb-Weston/Meijer v.o.f., its European joint venture with Meijer Frozen Foods B.V.
  • Underwriters complete $3 billion Senior Notes offering by PepsiCoJones Day advised the underwriters in a $3 billion public offering of Senior Notes by PepsiCo, Inc., a leading global beverage and convenient food company.
  • 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.
  • Ecolab completes $500 million public offering of NotesJones Day represented Ecolab Inc. in connection with its underwritten public offering of $500 million aggregate principal amount of 5.250% Notes due 2028.
  • BAT invests in Charlotte’s WebJones Day advised BAT Group in its investment in Charlotte's Web Holdings, Inc., the market leader in hemp-derived cannabidiol (CBD) wellness products.
  • Nutrien establishes $4.5 billion commercial paper facilityJones Day represented Nutrien Ltd., an integrated provider of crop inputs and services, in connection with the establishment of a $4.5 billion commercial paper facility.