Michael A.Andreani (Mike)

Associate

Cleveland + 1.216.586.7003

Mike Andreani advises clients on capital markets and commercial financing transactions. He has represented private and public corporate clients, including private equity firms, and financial institutions. His transactional practice includes public and private equity and debt offerings and restructurings, including initial public offerings, Rule 144A offerings, tender offers, at-the-market offerings, and exchange offers. He also regularly advises public companies on corporate governance, securities laws, stock exchange rules and regulations, and periodic reporting responsibilities.

Companies Mike has recently advised include Athersys, CECO Environmental, Cintas, Cooper Tire & Rubber Company, Cortec Group, Lincoln Electric, Louisiana Pacific, Marathon Petroleum, MPLX, National Fuel Gas Company, Olympic Steel, Parker Hannifin, QuickLogic, SITE Centers, and YETI. He has also represented financial institutions, including Bank of America, KeyBank, and Wells Fargo.

Mike is a member of the American Bar Association, the Ohio State Bar Association, and the Cleveland Metropolitan Bar Association. Prior to attending law school, he served as a corps member for Teach For America, where he taught elementary school in Cleveland.

Experiência

  • GrafTech International proxy contest with Nilesh UndaviaJones Day advised GrafTech International Ltd. in its successful proxy contest defense against activist shareholder Nilesh Undavia. GrafTech’s Annual Meeting was held in May 2024.
  • Diebold Nixdorf obtains $1.25 billion senior secured exit credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, in connection with a new $1.25 billion senior secured term loan facility as part of it’s emergence from chapter 11 bankruptcy and other domestic and foreign court-supervised restructuring proceedings.
  • 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.
  • KeyBanc Capital Markets Inc.-led group of sales agents and/or forward sellers and forward purchasers establish at-the-market equity program for sale of up to $600 million of Common Shares by Physicians Realty TrustJones Day represented KeyBanc Capital Markets Inc.; BMO Capital Markets Corp.; Credit Agricole Securities (USA) Inc.; Raymond James & Associates, Inc.; Regions Securities LLC; and Stifel, Nicolaus & Company, Incorporated as sales agents and/or forward sellers, and KeyBanc Capital Markets Inc.; Bank of Montreal; Crédit Agricole Corporate and Investment Bank; Raymond James & Associates, Inc.; Regions Securities LLC; and Stifel, Nicolaus & Company, Incorporated, as forward purchasers, in connection with the establishment of an at-the-market equity program for the sale of up to $600 million of Common Shares of Physicians Realty Trust.
  • GrafTech completes $450 million Senior Secured Notes offeringJones Day represented GrafTech International Ltd., a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace steel and other ferrous and non-ferrous metals, in connection with the Rule 144A and Regulation S offering of $450 million aggregate principal amount of 9.875% Senior Secured Notes due 2028 (the "Notes") by GrafTech Global Enterprises Inc., its wholly-owned subsidiary.
  • Diebold Nixdorf obtains $1.25 billion senior secured superpriority DIP credit facilityJones Day is representing Diebold Nixdorf, Incorporated (the “Company”), a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic and foreign subsidiaries (collectively, the “Debtors”) in (i) a pre-packaged chapter 11 proceeding in front of the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), (ii) a scheme of arrangement by Diebold Nixdorf Dutch Holding B.V. (the “Dutch Issuer”) and the related voluntary proceeding in front of the District Court of Amsterdam under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord), and (iii) an anticipated proceeding commenced by the Dutch Issuer under chapter 15 in the Bankruptcy Court, seeking recognition of such scheme of arrangement.
  • 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.
  • Parker Hannifin's recommended all cash acquisition of Meggitt PLCJones Day acted as counsel to Parker Hannifin Corporation in the £6.3 billion acquisition of Meggitt plc, a leading international company headquartered in Coventry, United Kingdom, specializing in high performance components and subsystems for the aerospace, defense and selected energy markets.
  • Deezer merges with and into I2PO S.A.Jones Day advised Deezer S.A. in the context of the SPAC transaction whereby Deezer S.A. merged with and into I2PO S.A., a French SPAC listed on the professional segment of the regulated market of Euronext Paris and the related PIPE financing.
  • 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.
  • Financial institutions underwrite $500 million Senior Notes offering by self-managed healthcare real estate companyJones Day represented the joint book-running managers in connection with a $500 million public offering of Senior Notes by a self-managed healthcare real estate company, which are guaranteed by its sole general partner.
  • AcuityAds completes IPO in United States and public offering in Canada totaling US$57.5 millionJones Day represented AcuityAds Holdings Inc., headquartered in Toronto, Canada, in connection with its initial public offering of Common Shares in the United States.
  • 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.
  • Verint Systems completes $315 million Convertible Notes offeringJones Day represented Verint Systems Inc., a provider of Actionable Intelligence® solutions and value-added services, in connection with an offering of $315 million aggregate principal amount of 0.25% Convertible Senior Notes due 2026.
  • 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.
  • Playboy becomes public company by combining with Mountain Crest Acquisition Corp.Jones Day advised Playboy Enterprises, Inc. in its business combination with Mountain Crest Acquisition Corp. (Nasdaq: MCAC) ("Mountain Crest"), a publicly-traded special purpose acquisition corporation (SPAC), whereby Playboy shareholders received shares of common stock in Mountain Crest, and Mountain Crest assumed outstanding Playboy debt, for a total purchase price valued at approximately $381 million.
  • GrafTech International Ltd. completes offering of $500 million of Senior Secured NotesJones Day represented GrafTech International Ltd., a leading manufacturer of high quality graphite electrode products essential to the production of EAF steel and other ferrous and non-ferrous metals, in connection with the issuance by its wholly-owned subsidiary, GrafTech Finance Inc., of $500 million aggregate principal amount of its 4.625% Senior Secured Notes due 2028 in a private offering pursuant to Rule 144A and Regulation S.
  • GrafTech International Ltd. completes offering of Common Stock by existing stockholdersJones Day represented GrafTech International Ltd., a leading manufacturer of high quality graphite electrode products essential to the production of EAF steel and other ferrous and non-ferrous metals, in connection with the offering of 8,500,000 shares of Common Stock by affiliates of Brookfield Asset Management Inc. and Brookfield Business Partners LP, members of the Brookfield consortium that have a majority ownership interest in GrafTech.
  • 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.
  • Funds managed by EagleTree Capital complete $238 million IPO of Corsair GamingJones Day acted as legal counsel to funds managed by EagleTree Capital, LP in Corsair Gaming Inc.’s $238 million initial public offering, reflecting an enterprise value of approximately $1.7 billion.