Edward B.Winslow (Ward)

Partner

Chicago + 1.312.269.4223

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Ward Winslow has extensive experience acting as the lead lawyer in multibillion dollar financings and restructurings in more than 20 years of practice. He also regularly advises a diverse range of companies on day-to-day disclosure obligations and corporate governance and counseling matters. His corporate finance practice includes investment-grade and high yield debt offerings, public and private equity offerings, and equity-linked products, including convertible and exchangeable bond offerings. He also regularly works with the Firm's restructuring team on complex corporate reorganizations, focusing on distressed and other debt transactions such as debt tender offers and buy backs, in addition to exchange offers. His corporate governance and counseling practice involves advising public and private companies on matters relating to securities regulations and disclosure, governance, financing strategies and alternatives, and shareholder activism.

Some of the companies Ward has recently worked with include Amsted Industries, Conagra Brands, FirstEnergy, FTD Companies, Five9, Hill-Rom Holdings, Lam Research, Lamb Weston, Newell Brands, Nutrien, Oncor, Peabody Energy, SunPower, and USG.

Ward is involved with Misericordia Home in Chicago, and he has served on the Corporate Champions Board of the Ann and Robert H. Lurie Children's Hospital of Chicago.

Experience

  • AAR acquires TraxJones Day advised AAR CORP. in the acquisition of Trax USA Corp., a leading independent provider of aircraft MRO and fleet management software, for a purchase price of $120 million in cash, plus up to a $20 million earn-out payment based on specified adjusted revenues in calendar year 2023 and 2024.
  • 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.
  • 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.
  • 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.
  • Peabody Energy establishes at-the-market equity programJones Day represented Peabody Energy Corporation, a large private-sector coal company, in connection with the establishment of an at-the-market equity program for the sale of up to 12,500,000 shares of its Common Stock.
  • CITGO completes $650 million Senior Secured Notes offeringJones Day represented CITGO Petroleum Corporation, a North American refiner of complex crudes and producer of high-value petrochemicals, in connection with a Rule 144A offering of $650 million aggregate principal amount of 6.375% Senior Secured Notes due 2026.
  • 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.
  • CITGO completes $1.125 billion Senior Secured Notes offeringJones Day represented CITGO Petroleum Corporation, a North American refiner of complex crudes and producer of high-value petrochemicals, in connection with a Rule 144A offering of $1.125 billion aggregate principal amount of 7.00% Senior Secured Notes due 2025.
  • Five9 completes $747.5 million Convertible Notes offeringJones Day represented Five9, Inc., a leading provider of the intelligent cloud contact center, in connection with an offering of $747.5 million aggregate principal amount of 0.500% Convertible Senior Notes due 2025 and the repurchase and exchange of $181.0 million aggregate principal amount of its outstanding 0.125% Convertible Notes due 2023.
  • Lam Research completes $2 billion public offering of Senior NotesJones Day advised Lam Research Corporation, a global supplier of wafer fabrication equipment and services to the worldwide semiconductor industry, in connection with its underwritten public offering of $2 billion of Senior Notes, consisting of $750 million of 1.900% Senior Notes due 2030, $750 million of 2.875% Senior Notes due 2050, and $500 million of 3.125% Senior Notes due 2060.
  • The Stars Group combines with Flutter Entertainment in all share transaction to create world's largest online gaming company by revenueJones Day advised The Stars Group Inc. ("TSG"), listed on Nasdaq and TSX, on an all-share combination with Flutter Entertainment plc ("Flutter"), listed on LSE, implemented through an acquisition of TSG by Flutter pursuant to a Canadian plan of arrangement (the "Combination").
  • LendingTree announces strategic investment in StashJones Day advised LendingTree, Inc. in its strategic investment in Stash, one of the fastest-growing banking and investing services in the U.S.
  • Amsted completes $400 million notes offering and debt refinancingJones Day represented Amsted Industries Incorporated, a diversified global manufacturer of industrial components, in connection with a Rule 144A offering of $400 million aggregate principal amount of 4.625% Senior Notes due 2030.
  • Aprea Therapeutics completes $97 million IPOJones Day served as IP counsel in connection with the $97 million initial public offering of Aprea Therapeutics, Inc. (NASDAQ: APRE).
  • Hill-Rom sells surgical consumable products to Audax Private Equity for $170 millionJones Day advised Hill-Rom Holdings, Inc. (NYSE: HRC), which recently rebranded as Hillrom, in its $170 million sale of certain surgical consumable products and related assets to an affiliate of Audax Private Equity.
  • Pennsylvania Electric Company completes $300 million private placement of Senior NotesJones Day represented Pennsylvania Electric Company, an electric distribution utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in its private placement of $300 million of Senior Notes.
  • USG acquired by Gebr. Knauf for $7 billionJones Day advised USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 billion.
  • FirstEnergy Transmission completes $500 million private placement of Senior NotesJones Day represented FirstEnergy Transmission, LLC, a holding company of electric transmission subsidiaries of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $500 million of Senior Notes.
  • Lam Research completes $2.5 billion public offering of Senior NotesJones Day advised Lam Research Corporation, a global supplier of wafer fabrication equipment and services to the worldwide semiconductor industry, in connection with its underwritten public offering of $2.5 billion of Senior Notes, consisting of $750 million of 3.750% Senior Notes due 2026, $1.0 billion of 4.000% Senior Notes due 2029, and $750 million of 4.875% Senior Notes due 2049.
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    December 2022 Commentary

    SEC Updates Guidance on Non-GAAP Financial Measures

    December 2022 Commentary

    SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures

    August 2022 Commentary

    SEC Adopts Mandatory Electronic Filing for Form 144

    March 2022 Commentary

    SEC Proposes Amendments Regarding Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

    December 2021

    SEC Proposes Amendments Regarding Rule 10b5-1 Trading Plans and Share Repurchase Disclosure Rules

    DECEMBER 2020 Alert

    SEC Announces First-Ever Charges Against a Company for Misleading Disclosures About Effects of COVID-19 Pandemic

    September 2020 Commentary

    SEC Adopts Amendments to Modernize Certain Disclosure Requirements Under Regulation S-K

    July 2019 Commentary

    SEC Explores Ways to Simplify, Harmonize, and Improve the Framework For Exempt Offerings

    May 2019 Jones Day Publications

    SEC Proposes Amendments to "Accelerated Filer" and "Large Accelerated Filer" Definitions

    November 2018 Commentary

    SEC Finalizes Disclosure Requirements for Mining Registrants
    View All

    Speaking Engagements

    • September 18, 2015
      Dodd Frank Compensation Update: Pay for Performance, Clawbacks, and Pay Ratio Rules, Key Highlights and Other Considerations, American Bar Association, Section of Taxation and Section of Real Property, Trust & Estate Law 2015 Joint Fall CLE Meeting
    • November 15, 2012
      M&A and SEC Developments: Practice Tips for the 2013 Deal and Proxy Season
    • February 23, 2011
      Developments in Debt Restructurings & Debt Tender/Exchange Offers, DealLawyers.com
    • November 15-16, 2009
      Securities Act Exemptions and Private Placements, Understanding the Securities Laws 2009, University of Chicago, Practising Law Institute

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