Paul W.Johnson III

Associate

Dallas + 1.214.969.4888

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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.

Experience

  • VSE acquires Kellstrom Aerospace Group and completes $172.5 million public offering of Common StockJones Day is advising 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.
  • 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.
  • Cibus completes $12 million public offering of Class A Common StockJones Day represented Cibus, Inc. (NASDAQ: CBUS) in connection with an underwritten public offering of 3,000,000 shares of Cibus' Series A Common Stock for an aggregate purchase price of $12 million.
  • TransDigm completes $1.5 billion Senior Secured Notes offering and incurs $1.5 billion of new term loans under its term credit facilityJones Day represented TransDigm Group Incorporated (“TransDigm Group”), a leading global designer, producer and supplier of highly engineered aircraft components, in connection with the Rule 144A and Regulation S offering by TransDigm Inc., its wholly-owned subsidiary, of $1.5 billion aggregate principal amount of 6.000% Senior Secured Notes due 2033 (the “Notes”).
  • NACCO Natural Resources obtains $200 million revolving credit facilityJones Day represented NACCO Natural Resources Corporation, an American coal mining and natural resource company and a subsidiary of NACCO Industries, Inc., in connection with a $200 million revolving credit facility with PNC Bank, National Association, as administrative agent.
  • PHINIA Inc. completes $450 million Senior Notes offeringJones Day represented PHINIA Inc. in connection with a Rule 144A and Regulation S offering of $450 million aggregate principal amount of 6.625% Senior Notes due 2032.
  • Nutrien completes $1 billion public offering of Senior NotesJones 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 5.200% Senior Notes due 2027 and (ii) $600 million aggregate principal amount of 5.400% Senior Notes due 2034.
  • Cibus completes $13 million registered direct offeringJones Day represented Cibus, Inc. in connection with its registered direct offering of 1,298,040 shares of its Class A Common Stock and accompanying Common Warrants to purchase an aggregate of 1,298,040 shares of its Class A Common Stock for an aggregate purchase price of approximately $13 million.
  • Gray Television completes $1.85 billion refinancing, including $1.25 billion private offering of Senior Secured First Lien Notes and new $500 million senior secured term loanJones Day represented Gray Television, Inc. (“Gray”), a television broadcast company headquartered in Atlanta, Georgia that owns and/or operates television stations and digital assets in 114 television markets that collectively reach approximately 36% of U.S. television households, in connection with its (i) private offering of $1.25 billion aggregate principal amount of 10.500% Senior Secured First Lien Notes due 2029 (the “Notes”) under Rule 144A and Regulation S, and (ii) new $500 million term loan “B” facility.
  • TransDigm reprices $3.6 billion of existing tranche J and I term loansJones Day represented TransDigm Group Incorporated and certain of its subsidiaries in connection with the Amendment No. 16, Loan Modification Agreement and Refinancing Facility Agreement, pursuant to which, among other things, TransDigm (x) repriced almost $1 billion of its existing term loans J maturing February 28, 2031 and (y) amended and extended $2.6 billion of its existing term loans I by converting such loans into term loans J.
  • Global producer of residential and commercial building materials completes $2 billion Senior Notes offeringJones Day represented a global producer of residential and commercial building materials in connection with its $2 billion registered offering of Senior Notes (the “Notes”).
  • Timken completes €600 million public offering of Senior NotesJones Day represented The Timken Company, a global technology leader in engineered bearings and industrial motion, in connection with the underwritten public offering of €600 million aggregate principal amount of 4.125% Senior Notes due in 2034.
  • Global producer of residential and commercial building materials completes exchange offerJones Day represented a global producer of residential and commercial building materials in connection with its offer to exchange any and all outstanding 3.50% Senior Notes due 2030 issued by a leading global provider of interior and exterior doors and door systems, for new 3.50% Senior Notes due 2030 issued by a global producer of residential and commercial building materials.
  • MPLX completes $1.65 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1.65 billion aggregate principal amount of 5.500% Senior Notes due 2034.
  • VSE Corporation completes $150 million public offering of Common StockJones Day represented VSE Corporation (NASDAQ: VSEC) in connection with an underwritten public offering of 2,112,676 shares of VSE's Common Stock at a price of $71.00 per share (before underwriting discounts and commissions).
  • Global producer of residential and commercial building materials completes cash tender offerJones Day represented a global producer of residential and commercial building materials in connection with its offer to purchase for cash any and all outstanding 5.375% Senior Notes due 2028 issued by a leading global provider of interior and exterior doors and door systems.
  • Northern States Power completes $400 million public offering of First Mortgage BondsJones Day represented Northern States Power Company, a Wisconsin Corporation and wholly-owned subsidiary of Xcel Energy Inc., in connection with its underwritten public offering of $400 million in aggregate principal amount of 5.65% First Mortgage Bonds, Series due June 15, 2054.
  • Avient reprices its $726 million term loanJones Day represented Avient Corporation, an Ohio corporation, in connection with the repricing of its $726 million term loan credit agreement with Citibank, N.A., as administrative agent.
  • PHINIA Inc. completes $525 million Senior Secured Notes offering and amends credit agreementJones Day represented PHINIA Inc. in connection with (i) a Rule 144A and Regulation S offering of $525 million aggregate principal amount of 6.75% Senior Secured Notes due 2029 and (ii) an amendment to the credit agreement that governs the company's existing credit facilities to modify certain covenants, remove the mandatory prepayment provision based on quarterly and annual operating cash flow calculations, and increase the required total net leverage ratio under the company's financial covenant.
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    August 2022 White Paper

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