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

  • FirstEnergy completes $1.1 billion cash tender offerJones Day represented FirstEnergy Corp. in connection with its purchase for cash of a combined aggregate purchase price of $1.1 billion aggregate principal amount of its 7.375% Notes, Series C, due 2031 and 4.85% Notes, Series C, due 2047.
  • FirstEnergy sells $2.4 billion minority transmission stake to BrookfieldJones Day represented FirstEnergy Corp. in its $2.4 billion sale of a 19.9% equity stake in its subsidiary FirstEnergy Transmission, the holding company for FirstEnergy’s three regulated electric transmission businesses.
  • FirstEnergy completes $1 billion Common Equity offeringJones Day represented FirstEnergy Corp. in connection with its $1 billion private placement of Common Equity to Blackstone Infrastructure Partners at $39.08 per share.
  • American Transmission Systems completes $600 million Senior Notes offeringJones Day represented American Transmission Systems, Incorporated, a wholly-owned subsidiary of FirstEnergy Transmission, LLC, which is a direct subsidiary of FirstEnergy Corp., in connection with its Rule 144A and Regulation S offering of $600 million aggregate principal amount of 2.650% Senior Notes due 2032.
  • 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 $500 million public offering of Senior NotesJones Day represented Conagra Brands, Inc., a leading branded foods company, in connection with its underwritten public offering of $500 million 0.500% Senior Notes due 2023.
  • Cooper Tire & Rubber sold to The Goodyear Tire & Rubber Company for approximately $2.5 billion enterprise valueJones Day advised Cooper Tire & Rubber Company in its $2.5 billion sale to The Goodyear Tire & Rubber Company.
  • FirstEnergy subsidiary completes $150 million Senior Notes offeringJones Day represented Mid-Atlantic Interstate Transmission, LLC, an electric transmission subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with a Rule 144A and Regulation S offering of $150 million aggregate principal amount of its 4.10% Senior Notes due 2028.
  • 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.
  • The Toledo Edison Company issues $150 million Senior Secured Notes and First Mortgage BondsJones Day represented The Toledo Edison 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 $150 million aggregate principal amount of 2.65% Senior Secured Notes due 2028 (the “Senior Secured Notes”) and concurrent issuance of an equal aggregate principal amount of its First Mortgage Bonds, 2.65% Series of 2021 due 2028, which were delivered to the trustee to be held as collateral security for the Senior Secured Notes.
  • 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.
  • 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.
  • 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.
    • View All

    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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