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 covers equity and debt offerings, including public and Rule 144A high yield and investment-grade debt offerings, public equity offerings and private equity placements, M&A finance transactions, cross-border transactions, restructurings, tender offers, and exchange offers. He also regularly advises public companies on corporate governance, shareholder engagement and relationships, 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, Coronado Global Resources, FirstEnergy, Hamilton Beach Brands, JOANN Inc., Marathon Petroleum, MPLX, National Fuel Gas Company, Olympic Steel, Owens Corning, Park-Ohio, Peabody Energy, Sherwin-Williams, STERIS Corporation, The Timken Company, and TimkenSteel, as well as other natural resource, energy, industrial manufacturing, aerospace, and chemical companies. He also has represented financial institutions, including KeyBanc Capital Markets.

Experience

  • NioCorp issues Common SharesJones Day represented NioCorp Developments Ltd. in its confidentially marketed public offering of 13,850,000 Common Shares.
  • NioCorp issues Common Shares and pre-funded warrantsJones Day represented NioCorp Developments Ltd. in an underwritten public offering of (i) 6,628,846 Common Shares, without par value and (ii) 1,063,462 pre-funded warrants to purchase up to an additional 1,063,462 Common Shares.
  • National Fuel Gas completes $1 billion Notes offeringJones Day represented National Fuel Gas Company in connection with its SEC-registered offering of $1 billion aggregate principal amount of Notes, including $500 million aggregate principal amount of 5.50% Notes due 2030 and $500 million aggregate principal amount of 5.95% Notes due 2035.
  • U.S. Acute Care Solutions, LLC completes $200 million Senior Secured Notes offeringJones Day represented U.S. Acute Care Solutions, LLC (the "Company"), the nation's largest physician-owned and physician led provider of integrated acute care services, in connection with a Rule 144A and Regulation S offering by the Company of an additional $200 million aggregate principal amount of 9.750% Senior Secured Notes due 2029 (the "Notes").
  • Global producer of residential and commercial building materials completes $2 billion Senior Notes offeringJones Day represented a global producer of residential and commercial building materials in connection with its $2 billion registered offering of Senior Notes (the “Notes”).
  • Global producer of residential and commercial building materials completes exchange offerJones Day represented a global producer of residential and commercial building materials in connection with its offer to exchange any and all outstanding 3.50% Senior Notes due 2030 issued by a leading global provider of interior and exterior doors and door systems, for new 3.50% Senior Notes due 2030 issued by a global producer of residential and commercial building materials.
  • Global producer of residential and commercial building materials completes cash tender offerJones Day represented a global producer of residential and commercial building materials in connection with its offer to purchase for cash any and all outstanding 5.375% Senior Notes due 2028 issued by a leading global provider of interior and exterior doors and door systems.
  • FirstEnergy sells $3.5 billion transmission stake to BrookfieldJones Day advised FirstEnergy Corp. in the $3.5 billion sale of an additional 30.0% equity stake in its subsidiary FirstEnergy Transmission (“FET”), the holding company for FirstEnergy’s three regulated electric transmission businesses, to North American Transmission Company II L.P., FirstEnergy’s existing joint venture partner in FET and a controlled investment vehicle entity of Brookfield Infrastructure Partners.
  • Global producer of residential and commercial building materials obtains $1 billion revolving credit facilityJones Day represented a global producer of residential and commercial building materials in connection with a new $1 billion multicurrency revolving credit facility.
  • National Fuel Gas obtains $300 million unsecured delayed draw term loanJones Day represented National Fuel Gas Company, a diversified energy company, in connection with a $300 million unsecured delayed draw term loan facility with a financial institution.
  • Monongahela Power Company completes $400 million private placement 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 its Rule 144A and Regulation S offering of $400 million aggregate principal amount of its 5.850% First Mortgage Bonds due 2034.
  • The Potomac Edison Company completes $150 million private placement of First Mortgage BondsJones Day represented The Potomac Edison Company, an electric public utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $100 million aggregate principal amount of its 5.64% First Mortgage Bonds due 2028 and $50 million aggregate principal amount of its 5.73% First Mortgage Bonds due 2030.
  • Coronado Global Resources completes US$150 million financingJones Day represented Coronado Global Resources, Inc. in connection with the replacement of its existing US$100 million asset-based lending facility maturing in May 2024 with a new US$150 million asset-based lending facility maturing in May 2026.
  • National Fuel Gas completes $300 million Notes offeringJones Day represented National Fuel Gas Company in connection with its registered offering of $300 million aggregate principal amount of 5.50% Notes due 2026.
  • American Transmission Systems completes $150 million private placement of Senior NotesJones Day represented American Transmission Systems, Incorporated, a transmission-only subsidiary of FirstEnergy Transmission, LLC, which is a majority-owned subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with a private placement of $150 million aggregate principal amount of 5.13% Senior Notes due 2033.
  • FirstEnergy completes $1.5 billion Convertible Senior Notes offeringJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its Rule 144A offering of $1.5 billion aggregate principal amount of 4.00% Convertible Senior Notes due 2026.
  • Metropolitan Edison Company completes $425 million Senior Notes offeringJones Day represented Metropolitan Edison Company, an electric public utility subsidiary of FirstEnergy Corp., in connection with its Rule 144A and Regulation S offering of $425 million aggregate principal amount of 5.200% Senior Notes due 2028.
  • Pennsylvania Electric Company completes $300 million Senior Notes offeringJones Day represented Pennsylvania Electric Company, an electric public utility subsidiary of FirstEnergy Corp., in connection with its Rule 144A and Regulation S offering of $300 million aggregate principal amount of 5.150% Senior Notes due 2026.
  • 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.
  • Mid-Atlantic Interstate Transmission, LLC completes $175 million private placement of Senior NotesJones Day represented Mid-Atlantic Interstate Transmission, LLC, a transmission-only subsidiary of FirstEnergy Transmission, LLC, which is a majority-owned subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $175 million aggregate principal amount of its 5.39% Senior Notes due 2033.
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    August 2021 Alert

    SEC Approves New Board Diversity Disclosure Requirements for Nasdaq-Listed Companies

    November 2018 Commentary

    SEC Finalizes Disclosure Requirements for Mining Registrants

    July 2013 Alert

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

    July 2013 Alert

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

    June 2013 Alert

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

    October 2012 Commentary

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

    October 2012 Commentary

    SEC Finalizes Rules Regarding Disclosure of Payments by Resource Extraction Issuers

    December 2011 Alert

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

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