Andrew C.Thomas

Partner

Cleveland + 1.216.586.1041

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Andrew Thomas has significant experience advising clients in complex capital markets transactions as well as day-to-day disclosure obligations and corporate governance matters. His corporate finance practice includes public and private equity and debt offerings and restructurings, including Rule 144A offerings, tender offers, and exchange offers. He also regularly advises public companies on corporate governance, securities laws, stock exchange rules and regulations, and periodic reporting responsibilities.

Some of the companies Andrew has recently worked with include Cintas, Cleveland-Cliffs, Conagra Brands, Horizon Global, Lamb Weston, Marathon Petroleum, MPLX, National Fuel Gas Company, Olympic Steel, Owens Corning, Park-Ohio, Peabody Energy, Sherwin-Williams, STERIS Corporation, The Timken Company, TimkenSteel, and WESCO International. He also has represented financial institutions, including KeyBanc Capital Markets.

Experience

  • FirstEnergy subsidiary completes $200 million offering of First Mortgage BondsJones Day represented Monongahela Power Company, an electric public utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with a Rule 144A and Regulation S offering of an additional $200 million aggregate principal amount of its First Mortgage Bonds, 3.55% Series due 2027.
  • National Fuel Gas completes $500 million Senior Notes offeringJones Day represented National Fuel Gas Company, a diversified energy company, in connection with its registered public offering of $500 million of 2.95% Senior Notes due 2031.
  • Cooper Tire & Rubber to be sold to The Goodyear Tire & Rubber Company for approximately $2.5 billion enterprise valueJones Day is advising Cooper Tire & Rubber Company in its $2.5 billion sale to The Goodyear Tire & Rubber Company.
  • Cleveland-Cliffs completes $1 billion Senior Guaranteed Notes offering and redeems $531.4 million outstanding Senior NotesJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and supplier of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $500 million aggregate principal amount of 4.625% Senior Guaranteed Notes due 2029 and $500 million aggregate principal amount of 4.875% Senior Guaranteed Notes due 2031, and the redemption of $531.4 million aggregate principal amount of outstanding Senior Notes.
  • Cleveland-Cliffs completes public offering of Common SharesJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and the largest supplier of iron ore pellets in North America, in connection with its issuance of 20,000,000 Common Shares by Cleveland-Cliffs Inc. and 40,000,000 Common Shares by an indirect, wholly owned subsidiary of ArcelorMittal S.A., as a selling shareholder.
  • Peabody Energy completes comprehensive exchange transactionJones Day represented Peabody Energy Corporation (the "Company"), a large private-sector coal company, in connection with a series of recapitalization transactions to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility, including: (i) an offer to exchange any and all of its outstanding $459 million aggregate principal amount of 6.000% Senior Secured Notes due 2022 (the "Existing Notes") for (a) new 10.000% Senior Secured Notes due 2024 to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCo"), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCorp" and, together with AU HoldingsCo, the "Co-Issuers"), and (b) new 8.500% Senior Secured Notes due 2024 to be issued by Peabody; and (ii) a restructuring of the revolving loans under the Company's existing credit agreement (the "Existing Credit Agreement") by (a) making a pay down of revolving loans thereunder in the aggregate amount of $10 million, (b) the co-issuers incurring $206 million of term loans under a credit agreement, dated as of January 29, 2021, (c) the Company entering into a letter of credit facility, and (d) the Company amending the existing credit agreement.
  • Cleveland-Cliffs acquires ArcelorMittal USA for approximately $1.4 billionJones Day advised Cleveland-Cliffs Inc. in connection with the acquisition and financing of substantially all of the operations of ArcelorMittal USA for approximately $1.4 billion.
  • Vifor Pharma invests $50 million in Cara TherapeuticsJones Day advised Vifor (International) Ltd., part of Vifor Pharma Group, a global pharmaceutical company, on its $50 million investment in Cara Therapeutics, Inc., a clinical stage biopharmaceutical company, as part of a licensing agreement for the commercialization of a drug used to treat chronic kidney disease-associated pruritus in the U.S. dialysis market.
  • Conagra Brands completes $1 billion public offering of Senior NotesJones Day represented Conagra Brands, Inc., a leading branded foods company, in connection with its underwritten public offering of $1 billion 1.375% Senior Notes due 2027.
  • FirstEnergy subsidiary completes $250 million private placement of Senior NotesJones Day represented The Cleveland Electric Illuminating Company, a regulated distribution subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $150 million aggregate principal amount of 2.77% Senior Notes, Series A, due 2034 and $100 million aggregate principal amount of 3.23% Senior Notes, Series B, due 2040.
  • FirstEnergy subsidiary completes $175 million private placement of First Mortgage BondsJones Day represented The Potomac Edison Company, an electric transmission and distribution subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $75 million aggregate principal amount of First Mortgage Bonds, 2.67% Series due 2032 and $100 million aggregate principal amount of First Mortgage Bonds, 3.43% Series due 2051.
  • Cleveland-Cliffs completes $120 million 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 an additional $120 million aggregate principal amount of 6.75% Senior Secured Notes due 2026.
  • FirstEnergy completes $750 million Notes offeringJones Day represented FirstEnergy Corp. in connection with its registered public offering of $300 million aggregate principal amount of 1.600% Notes, Series A, due 2026 and $450 million aggregate principal amount of 2.250% Notes, Series B, due 2030.
  • National Fuel Gas completes $500 million Senior Notes offeringJones Day represented National Fuel Gas Company, a diversified energy company, in connection with its registered public offering of $500 million of 5.50% Senior Notes due 2026.
  • National Fuel Gas completes $172.6 million public offering of Common StockJones Day represented National Fuel Gas Company, a diversified energy company, in connection with the $172.6 million underwritten public offering of 4,370,000 shares of Common Stock.
  • National Fuel Gas obtains $200 million credit facilityJones Day represented National Fuel Gas Company, a diversified energy company engaged principally in the production, transportation, gathering, distribution, and marketing of natural gas, in connection with a $200 million 364-day credit facility provided by JPMorgan Chase Bank, N.A. and certain other lenders thereto.
  • Cleveland-Cliffs completes $555.2 million 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 an additional $555.2 million aggregate principal amount of 9.875% Senior Secured Notes due 2025 and the repurchase and cancellation of $736.4 million aggregate principal amount of outstanding Senior Notes.
  • 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
  • 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’.
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    November 2018 Commentaries

    SEC Finalizes Disclosure Requirements for Mining Registrants

    July 2013 Alerts

    U.S. District Court Upholds SEC's Conflict Minerals Rule

    July 2013 Alerts

    U.S. District Court Invalidates SEC's Rules Regarding Payments by Resource Extraction Issuers

    June 2013 Alerts

    SEC Issues FAQS Regarding Conflict Minerals and Resource Extraction Issuer Disclosure Requirements Under Dodd-Frank Act

    October 2012 Commentaries

    SEC Issues Final Rules Under Dodd-Frank Act Regarding Conflict Minerals

    October 2012 Commentaries

    SEC Finalizes Rules Regarding Disclosure of Payments by Resource Extraction Issuers

    December 2011 Alerts

    SEC Issues Final Rules Under Dodd-Frank Act Regarding Mine Safety Disclosure
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