Ferrell M. Keel

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Ferrell Keel has significant experience representing clients in a broad range of complex capital markets transactions, as well as high-stakes corporate governance matters relating to Securities and Exchange (SEC) and stock exchange rules and regulations.

Most recently, Ferrell's corporate governance practice has focused on shareholder activism, particularly as it relates to environmental, social & governance (ESG) issues. She regularly counsels clients on litigation and risks stemming from ESG disclosures and shareholder proposals and was a leading member of the Jones Day team that represented ExxonMobil in its lawsuit against shareholder activists in 2024. Ferrell also has in-depth experience advising boards on corporate governance matters and counseling them through the facilitation of their annual board assessment process.

Additionally, Ferrell has extensive experience leading the full range of capital markets transactions, including initial public offerings (IPOs) and follow-on equity offerings; spin-offs; high yield, investment-grade, and convertible debt offerings; commercial paper programs; rights offerings; private placements of equity and convertible securities; and tender and exchange offers.

Ferrell works regularly with a diverse set of clients that span a wide range of industries — energy, technology, financial services, consumer, retail, industrials, and health care. Notable clients that Ferrell has recently worked with include Lennox International, CITGO Petroleum, J.P. Morgan, Wells Fargo, MPLX, Cleveland-Cliffs, ExxonMobil, Newell Brands, Nutrien, AMERISAFE, KKR, Enhabit, and Nanobiotix.

担当案件

  • 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.
  • Cleveland-Cliffs completes $825 million Senior Unsecured Notes offeringJones Day represented Cleveland-Cliffs Inc. (the "Company"), 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 $825 million aggregate principal amount of 7.000% Senior Unsecured Guaranteed Notes due 2032 (the "Notes").
  • Newell Brands amends $1 billion revolving credit facilityJones Day represented Newell Brands Inc. (“Newell”), a leading consumer products company, in connection with the amendment restructuring its existing revolving credit facility.
  • Jones Day advises Catalent's Board of Directors in merger with Novo HoldingsJones Day advised the Board of Directors of Catalent, Inc. in the $16.5 billion merger of Catalent with Novo Holdings.
  • Exxon Mobil pursues declaratory judgment action against shareholder proposalJones Day is representing Exxon Mobil Corporation in seeking a declaratory judgment that it may exclude from its proxy statement under SEC Rule 14a-8 a shareholder proposal from activist organizations Arjuna Capital and Follow This that calls for targets to reduce Scope 1, 2, and 3 greenhouse gas emissions.
  • Lennox establishes $500 million commercial paper facilityJones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with the establishment of a $500 million commercial paper facility.
  • 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.
  • Invitation Homes completes $650 million acquisition of single-family rental home portfolioJones Day represented Invitation Homes (NYSE: INVH), as buyer, in connection with its portfolio acquisition of nearly 1,900 single-family rental homes for a purchase price of approximately $650 million.
  • Lennox completes $500 million Senior Notes offeringJones Day represented Lennox International Inc. in connection with its SEC-registered offering of $500 million aggregate principal amount of 5.500% Senior Notes due 2028.
  • Lennox obtains $350 million incremental increase to its existing credit facility with JPMorgan Chase Bank, N.A.Jones Day represented Lennox International Inc., a leading global provider of climate control solutions, in connection with an incremental increase of its unsecured credit facilities led by JPMorgan Chase Bank, N.A., as administrative agent for the bank syndicate, which provides for total revolving credit commitments of $1.1 billion.
  • Cleveland-Cliffs completes $750 million Senior Guaranteed Notes offeringJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and supplier of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $750 million aggregate principal amount of 6.750% Senior Guaranteed Notes due 2030.
  • Nutrien completes US$1.5 billion Senior Unsecured Notes offeringJones Day represented Nutrien Ltd. in connection with a public offering of US$1.5 billion of Senior Notes, consisting of (i) US$750 million aggregate principal amount of 4.900% Senior Notes due 2028 and (ii) US$750 million aggregate principal amount of 5.800% Senior Notes due 2053.
  • MPLX completes $1.6 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1.1 billion aggregate principal amount of 5.00% Senior Notes due 2033 and $500 million aggregate principal amount of 5.65% Senior Notes due 2053.
  • Nutrien completes US$1 billion Senior Unsecured Notes offeringJones Day represented Nutrien Ltd. in connection with a public offering of US$1 billion of Senior Notes, consisting of (i) US$500 million aggregate principal amount of 5.900% Senior Notes due 2024 and (ii) US$500 million aggregate principal amount of 5.950% Senior Notes due 2025.
  • MPLX completes $1 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1 billion aggregate principal amount of 4.950% Senior Notes due 2032.
  • MPLX completes $1.5 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $1.5 billion aggregate principal amount of 4.950% Senior Notes due 2052.
  • Follett Corporation acquired by private investor groupJones Day advised Follett Corporation in the sale of its corporate entity as well as Follett Higher Education, the company’s collegiate retail and Follett ACCESS business, to a group of private investors led by Jefferson River Capital LLC, a private investment company controlled by the James family.
  • The Mission Asset Fund issues Impact SecuritiesJones Day represented The Mission Asset Fund, a California non-profit corporation, in connection with the issuance of Impact Securities in a Regulation D offering due 2025.
  • Cleveland-Cliffs completes $1 billion Senior Guaranteed Notes offering and redeems $531.4 million outstanding Senior NotesJones Day represented Cleveland-Cliffs Inc., the largest flat-rolled steel producer and supplier of iron ore pellets in North America, in connection with its Rule 144A and Regulation S offering of $500 million aggregate principal amount of 4.625% Senior Guaranteed Notes due 2029 and $500 million aggregate principal amount of 4.875% Senior Guaranteed Notes due 2031, and the redemption of $531.4 million aggregate principal amount of outstanding Senior Notes.
  • 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.
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    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    September 2024 Alert

    SEC Settles Charges with Keurig Over ESG Disclosures

    April 2024 Podcast

    JONES DAY TALKS®: ESG Reporting Rules: The SEC, CSRD, and California- Who's on the Hook?

    March 2024 Alert

    SEC Finalizes Climate Disclosure Rules

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    October 2023 Commentary

    SEC Adopts Amendments to the Beneficial Ownership Rules

    May 2023 White Paper

    SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures

    August 2022 Commentary

    SEC Adopts Mandatory Electronic Filing for Form 144

    September 2020 Commentary

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

    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    • January 8, 2024
      The Art of Effectively Serving the Board: Norms and Best Practices, Dallas Bar Association
    • October 3, 2023
      Breaking Up is Hard to Do: How to Navigate an Evolving Board of Directors, Texas General Counsel Forum

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