Seth Cleary

Seth Cleary's corporate practice focuses on advising public and private companies on capital markets and other strategic transactions. His work includes representing companies in connection with debt and equity securities transactions as well as counseling companies in connection with day-to-day disclosure obligations and general corporate governance matters.

Seth has represented companies in a variety of industries, including manufacturing, real estate, and consumer products. Companies Seth has recently worked with include Helios Technologies, Kaiser Aluminum, Newell Brands, Parker Hannifin, Rayonier, STERIS, and VSE Corporation as well as financial institutions and other capital providers

经验

Verizon agrees to $3.3 billion tower prepaid lease transaction with Vertical BridgeJones Day advised Verizon Communications, Inc. in a prepaid lease transaction with Vertical Bridge REIT LLC.

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.

KKR’s OneStream completes $465 million follow-on primary and secondary offeringJones Day represented KKR in connection with OneStream, Inc.'s $465 million follow-on primary and secondary public offering of its publicly listed Class A Common Stock.

Newell Brands completes $1.25 billion public offering of Senior NotesJones Day represented Newell Brands Inc. in connection with a public offering of $1.25 billion of Notes, consisting of $750 million aggregate principal amount of 6.375% Senior Notes due 2030 and $500 million aggregate principal amount of 6.625% Senior Notes due 2032.

Sanofi to separate its consumer healthcare business, OpellaJones Day is acting as securities law counsel to Sanofi in the separation of Opella, its consumer healthcare business, and the announced sale of a 50% controlling stake.

Reneo Pharmaceuticals announces reverse merger with OnKureJones Day represented Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM) in an all-stock reverse merger between Reneo and OnKure, Inc., a privately-held, clinical-stage biopharmaceutical company valued at $170 million that is focused on the development of novel precision medicines in oncology.

Innventure enters agreement with Learn CWJones Day advised Innventure LLC in its business combination with Learn CW Investment Corporation, a publicly traded special purpose acquisition company (NYSE: “LCW”) sponsored by CWAM LC Sponsor LLC, an affiliate of Learn Capital and Commonwealth Asset Management.

Orange voluntarily delists from NYSE by successful consent solicitation and voluntarily deregisters with U.S. Securities and Exchange CommissionJones Day advised Orange, S.A., a leading telecommunications operator and digital service provider serving 287 million customers, on its voluntary delisting of its American Depositary Shares from the New York Stock Exchange (“NYSE”) and voluntary deregistration from the U.S. Securities and Exchange Commission, including its successful consent solicitation in relation to its US$2.5 billion outstanding 30-year Notes due 2031.

Bunge Limited Finance completes $2 billion public offering of Senior NotesJones Day represented Bunge Limited Finance Corp. ("BLFC") in connection with a public offering of $2 billion of Senior Notes, consisting of $400 million aggregate principal amount of 4.100% Senior Notes due 2028, $800 million aggregate principal amount of 4.200% Senior Notes due 2029, and $800 million aggregate principal amount of 4.650% Senior Notes due 2034.

PureCycle Technologies issues shares of Preferred Stock, Common Stock, and WarrantsJones Day represented PureCycle Technologies, Inc. in connection with the establishment, issuance, and sale of 50,000 shares Series A Preferred Stock, of which shares mature in three years and bear interest, payable quarterly in cash or in-kind, at 8%, with an initial issuance price of $1,000 per share, and the sale of 8,528,786 shares of Common Stock and 5,000,000 Series C Warrants to purchase Common Stock, all for an aggregate purchase price of $90 million.

KKR’s OneStream completes $490 million IPOJones Day represented KKR, as controlling stockholder, in connection with OneStream, Inc.'s $490 million initial public offering and pre-IPO reorganization into an Up-C structure.

STERIS sells dental segment to an affiliate of Peak Rock CapitalJones Day advised STERIS Plc in the $787.5 million sale of Dental segment to Peak Rock Capital, a leading middle-market private investment firm.

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).

VSE Corporation acquires Turbine Controls, Inc.Jones Day advised VSE Corporation in the $120 million acquisition of Turbine Controls, Inc., a provider of maintenance, repair and overhaul (MRO) support services for complex engine components, as well as engine and airframe accessories, across commercial and military applications.

UL Standards & Engagement Board receives governance adviceJones Day acted as counsel to the Board of Directors of UL Standards & Engagement on fiduciary duties in the context of a potential sale or IPO of its largest asset and, following the decision to proceed with an IPO, with respect to the post-IPO governance structure as a majority shareholder.

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.

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.

BioMarin announces governance enhancements and value creation initiativesJones Day advised the Board of Directors of BioMarin Pharmaceutical Inc. ("BioMarin") in connection with its entry into a Cooperation Agreement and an Information Sharing Agreement with activist shareholder Elliott Management.

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.

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Regulating the Ether: Lessons for the MENA Digital Asset Industry from U.S. Enforcement Actions

Seth Cleary

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