Paul W. Johnson III

Paul Johnson is a federal tax lawyer practicing primarily in the areas of corporate tax, U.S. and cross-border M&A, financings, securities offerings, and tax-exempt entities. He advises clients from a wide variety of industries on tax-related issues, including federal and international tax planning, compliance, withholding, and reporting.

Paul has extensive experience in providing tax advice on offerings of U.S. and foreign issuer stock, investment-grade, high yield, and convertible notes and complex financial instruments. Paul also works with clients to secure and maintain tax-exempt status for nonprofit organizations and advises on the federal tax implications for these organizations. In addition, he advises clients with respect to the energy tax credits, including those introduced by the Inflation Reduction Act.

Erfahrung

Xcel Energy completes $1.1 billion public offering of Senior NotesJones Day represented Xcel Energy Inc. in connection with its underwritten public offering of $350 million aggregate principal amount of 4.75% Senior Notes due March 21, 2028 and $750 million aggregate principal amount of 5.60% Senior Notes due April 15, 2035.

Nutrien completes $1 billion Senior Notes offeringJones Day represented Nutrien Ltd. in connection with a public offering of $1 billion of Senior Notes, consisting of (i) $400 million aggregate principal amount of 4.500% Senior Notes due 2027 and (ii) $600 million aggregate principal amount of 5.250% Senior Notes due 2032.

Avient reprices its $721 million term loanJones Day represented Avient Corporation, a leading provider of specialized and sustainable materials solutions, in connection with the $721 million term loan repricing under its term loan credit agreement with Citibank, N.A., as administrative agent.

Parker-Hannifin completes €700 million Senior Notes offeringJones Day represented Parker-Hannifin Corporation, a global leader in motion and control technologies, in connection with its registered public offering of €700 million aggregate principal amount of 2.900% Senior Notes due 2030.

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.

Underwriters complete $3.5 billion Senior Notes offering by PepsiCoJones Day represented the underwriters in connection with a $3.5 billion public offering of Senior Notes by PepsiCo, Inc., a leading global beverage and convenient food company, consisting of $500 million of 4.400% Senior Notes due 2027, $750 million of 4.450% Senior Notes due 2028, $1 billion of 4.600% Senior Notes due 2030, and $1.25 billion of 5.000% Senior Notes due 2035.

Cleveland-Cliffs completes $850 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and manufacturer of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $850 million aggregate principal amount of 7.500% Senior Unsecured Guaranteed Notes due 2031.

PNC provides $750 million senior unsecured revolving credit facility to Logitech Europe S.A.Jones Day represented PNC Bank, National Association, as administrative agent and a lender, in connection with a $750 million senior unsecured revolving credit facility provided to Logitech Europe S.A., a Swiss public company that designs software-enabled hardware solutions.

Cibus completes $22.6 million registered direct offering of Common Stock, pre-funded warrants, and accompanying Common WarrantsJones Day represented Cibus, Inc. in connection with its registered direct offering of 4,340,000 shares of its Class A Common Stock accompanying Common Warrants to purchase an aggregate of 4,340,000 shares of its Class A Common Stock and pre-funded warrants to purchase 4,700,000 shares of Class A Common Stock and accompanying Common Warrants to purchase up to an aggregate of 4,700,000 shares of its Class A Common Stock for an aggregate purchase price of approximately $22.6 million.

Barings Direct and MassMutual negotiate and document €150 million revolving credit facility provided to Luxembourg SPV, managed by leading global investment firmJones Day represented Barings Direct Investments LLC, as servicer, and Massachusetts Mutual Life Insurance Company and MassMutual Ascend Life Insurance Company, as lenders, in negotiating and documenting a €150 million revolving credit facility provided to a Luxembourg special purpose vehicle under the management of a leading global investment firm, with Alter Domus Agency Services (UK) Limited and Alter Domus Trustees (UK) Limited serving as administrative agent and collateral agent, respectively.

Diebold Nixdorf completes $950 million Senior Secured Notes offering and obtains $310 million revolving credit facilityJones Day represented Diebold Nixdorf, Incorporated (“Diebold”), a global market leader in providing mission-critical hardware, software, and services to global blue-chip banking and retail clients, in connection with various financing transactions, including (i) a Rule 144A and Regulation S offering by Diebold of $950 million aggregate principal amount of 7.750% Senior Secured Notes due 2030, (ii) obtaining a new $310 million revolving credit facility, and (iii) a Dutch auction to repurchase all of the outstanding term loans under its existing term loan credit facility.

Anteris Technologies completes U.S. IPO, dual-listing, and re-domiciliation to U.S.Jones Day represented Anteris Technologies Global Corp. (NASDAQ: AVR; ASX: AVR) ("Anteris") in a first-of-its-kind series of transactions, including a concurrent U.S. re-domiciliation of an ASX-listed company, U.S. initial public offering (the "IPO") and dual-listing on NASDAQ and ASX.

National bank provides $115 million senior secured credit facility to global manufacturer of specialty paper and packaging solutionsJones Day represented a national bank, as administrative agent and left lead arranger, in connection with a $115 million senior secured credit facility, consisting of a $55 million asset-based revolving credit facility, a $39 million mortgage-backed term loan facility, and a $21 million term loan facility, provided to a global manufacturer of specialty paper and packaging solutions.

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").

Citibank provides multicurrency secured credit facility to Tanks US Buyer Inc. and Tanks International Buyer B.V.Jones Day represented Citibank, N.A., as administrative agent, joint lead arranger, and joint bookrunner, in connection with a $295 million secured multicurrency letter of credit and revolving credit facility provided to Tanks US Buyer Inc. and Tanks International Buyer B.V.

VSE acquires Kellstrom Aerospace Group and completes $172.5 million public offering of Common StockJones Day advised VSE Corporation, a leading provider of aftermarket distribution and repair services, in the $200 million acquisition of Kellstrom Aerospace Group, Inc., a portfolio company of AE Industrial Partners, LP and a diversified global distributor and service provider supporting the commercial aerospace engine aftermarket.

Corpay sells merchant solutions business to PDI TechnologiesJones Day advised Corpay, Inc. in the sale by its subsidiary, Comdata, Inc., of Comdata's point of sale merchant solutions business to PDI Technologies, Inc.

Xcel Energy completes $1.4 billion public offering of Common Stock, including forward saleJones Day represented Xcel Energy Inc. ("Xcel Energy") in connection with its forward sale in a registered underwritten offering of an aggregate of 21,068,701 shares of Common Stock at an initial forward sale price per share of $64.4356.

Coronado Global Resources completes $400 million Senior Secured Notes offeringJones Day advised Coronado Global Resources Inc. (ASX: CRN) (“Coronado”), a global producer, marketer, and exporter of a full range of metallurgical coal products, in connection with an offering by one of its wholly-owned subsidiaries of US$400 million aggregate principal amount of 9.250% Senior Secured Notes due 2029 in a Rule 144A and Regulation S offering.

Avient completes $650 million Senior Notes offeringJones Day represented Avient Corporation in connection with a Rule 144A and Regulation S offering of $650 million aggregate principal amount of 6.250% Senior Notes due 2031.

JANUARY 2025 Alert

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Draft Guidance on the Section 45Z Clean Fuel Production Credit

Final Clean Electricity Production and Investment Tax Credit Regulations Provide Taxpayers With Welcomed Guidance

Final Regulations Expand Access to "Direct Pay" Elections for Energy Credits

Proposed Treasury Regulations Provide Guidance on New Clean Electricity Production and Investment Tax Credits

U.S. Treasury and OECD Lay Groundwork for Selling Clean Energy Tax Credits

Inflation Reduction Act: Impact on Electric Vehicle and Transportation Industries

Inflation Reduction Act: Impact on Renewable Energy

Paul W. Johnson III

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