Edward B. Winslow (Ward)

Partner

Chicago + 1.312.269.4223

Contacto:

Compartir

Ward Winslow has successfully advised a diverse range of companies on day-to-day disclosure counseling and corporate governance matters over more than 25 years of practice. He also has extensive experience acting as the lead lawyer in multibillion dollar financings and restructurings. His corporate governance and counseling practice involves advising public and private companies on matters relating to securities regulations and disclosure, governance, shareholder activism, and financing strategies and alternatives. His corporate finance practice includes investment-grade and high yield debt offerings, including Rule 144 A 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 liability management transactions such as exchange offers, in addition to debt tender offers and buy backs.

Some of the companies Ward has recently worked with include Accel Entertainment, CITGO Petroleum, Five9, ITW, Lam Research, Lamb Weston, Motorola Solutions, MYR Group, Oncor, Peabody Energy, and Stepan Company.

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.

Experiencia

  • Verily spins out from Alphabet and raises $300 millionJones Day represented Verily Health in its spin-out from Alphabet, Inc., corporate restructuring and $300 million new money financing.
  • Accel Entertainment enters into $900 million syndicated senior secured credit facilityJones Day represented Accel Entertainment, Inc., a growing provider of locals-focused gaming and one of the largest terminal operators in the United States, in connection with a $900 million syndicated senior secured credit facility, consisting of a $300 million revolver and $600 million term loan.
  • Peabody proposed acquisition of Tier 1 Australian metallurgical coal assets from Anglo AmericanJones Day advised Peabody on the entry into definitive purchase agreements for the proposed acquisition of significant Tier 1 Australian Metallurgical coal assets from Anglo American plc for a cash consideration of up to US$3.775 billion, as well as assisting Peabody in obtaining various anti-trust (in Vietnam, South Korea, Japan, China, Türkiye, the Slovak Republic, India, Brazil, and Taiwan) and foreign investment approvals for the proposed acquisition.
  • Lamb Weston enters cooperation agreement with JANAJones Day advised Lamb Weston Holdings, Inc. in a cooperation agreement with JANA Partners Management, settling JANA’s threatened proxy contest.
  • Hub Group forms joint venture with EASOJones Day advised Hub Group, Inc. in the formation of a joint venture with Mexico-based EASO.
  • Jones Day represents CITGO in court-ordered saleJones Day is representing CITGO in connection with the proposed court-ordered sale of CITGO by a Special Master appointed by the United States District Court for the District of Delaware to Amber Energy, backed by Elliott Investment Management.
  • Five9 raises $747.5 million in Convertible Senior Notes offeringJones Day advised Five9, Inc. in connection with the issuance of $747.5 million of its Convertible Senior Notes due 2029 in a private placement pursuant to Rule 144A.
  • Peabody Energy obtains $320 million revolving credit facilityJones Day represented Peabody Energy Corporation in connection with the establishment of a $320 million revolving credit facility with PNC Bank, National Association, as administrative agent.
  • CITGO completes $1.1 billion Senior Secured Notes offeringJones Day represented CITGO Petroleum Corporation ("CITGO"), a North American refiner, transporter, and marketer of transportation fuels, lubricants, petrochemicals and other petroleum-based industrial products, in connection with a Rule 144A and Regulation S offering of $1.1 billion aggregate principal amount of 8.375% Senior Secured Notes due 2029.
  • 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.
  • 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.
  • 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.
  • Northern States Power completes $500 million public offering of Green BondsJones Day represented Northern States Power Company, a Minnesota Corporation and wholly-owned subsidiary of Xcel Energy Inc., in connection with its underwritten public green bond offering of $500 million in aggregate principal amount of 4.50% First Mortgage Bonds, Series due June 1, 2052.
  • 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.
  • Northern States Power completes $850 million public offering of Green BondsJones Day represented Northern States Power Company, a Minnesota Corporation and wholly owned subsidiary of Xcel Energy Inc., in connection with its underwritten public green bond offering of $425 million aggregate principal amount of 2.25% First Mortgage Bonds due 2031 and $425 million aggregate principal amount of 3.20% First Mortgage Bonds due 2052.
  • 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.
    •

    March 2026 Commentary

    SEC Grants Section 16(a) Exemption for Directors and Officers of Foreign Private Issuers Organized in Certain Jurisdictions

    DECEMBER 2025 Commentary

    Amendments to Exchange Act Section 16(a) Extending Insider Reporting to Foreign Private Issuers Enacted

    November 2025 Commentary

    SEC Upends No-Action Letter Review Process for 2026 Proxy Season

    November 2025 Commentary

    Striking the Balance: Managing Shareholder Engagement in 2025

    October 2025 Commentary

    Navigating the SEC's Potential Shift to Semi-Annual Reporting: Key Considerations for Corporate Leaders

    September 2025 Alert

    SEC Says It's a "New Day": A New Agenda and New Leadership

    SEPTEMBER 2025 Alert

    ExxonMobil Announces First-of-its-Kind Retail Voting Program

    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    August 2023 Commentary

    SEC Reopens Comment Period for Rule Proposing New Disclosures for Security-Based Swaps

    May 2023 White Paper

    SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures
    Ver todo el conocimiento

    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    • 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

    Antes del envío, por favor tenga en cuenta:

    la información contenida en www.jonesday.com es para uso general y no constituye asesoramiento legal. El envío y recepción de este correo electrónico no pretenden crear una relación abogado-cliente. La información que envíe a cualquier persona de nuestra Firma no tendrá carácter confidencial o privilegiado excepto en el caso de que estemos actúando en su representación. Si envía este correo electrónico, confirma que ha leído y comprendido este aviso.