Kimberly J.Pustulka

Partner

克利夫兰 + 1.216.586.7002

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Kimberly Pustulka has more than 23 years of experience representing public companies in a broad range of financing and corporate transactions, as well as corporate governance, shareholder activism, proxy fights, and securities compliance matters. Kim regularly counsels clients and their boards on corporate governance issues and compliance with reporting obligations under U.S. federal securities laws and stock exchange rules, advises on ESG (environmental, social, and governance) and sustainability disclosure matters, and works with the Firm's Cybersecurity, Privacy & Data Protection Practice on disclosure matters related to cybersecurity, including incident response.

Kim has defended clients against activist stockholders and advises senior management and boards of public companies on corporate governance and strategic issues. In addition, she has led a wide variety of public and private corporate financing transactions. She regularly works with clients on investment-grade debt offerings, public equity offerings, initial public offerings (IPOs), spin-offs, Rule 144A high yield debt offerings, and financings related to complex M&A transactions.

She represents companies from a broad spectrum of industries, including manufacturing, retail, industrial supply distribution, real estate (REITs), energy, and telecommunications. The companies she has represented recently include FirstEnergy, Garmin, GrafTech International, Grainger, Hamilton Beach Brands, Hyster-Yale, Marathon Petroleum, MPLX, NACCO Industries, Parker Hannifin, Sprint Corporation, STERIS, and YETI Holdings.

Kim is chair of Jones Day's Women RRAIN (Retention, Recruiting & Advancement in Networking) group, the women's affinity group in the Cleveland Office. She had long tenures on the boards of Positive Education Program, Lakewood Early Childhood PTA, and the University at Buffalo Alumni Association.

经验

  • 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.
  • SER Capital Partners acquires Charah Solutions, Inc.Jones Day advised SER Capital Partners in its acquisition of all of the issued and outstanding shares of common stock of Charah Solutions for a consideration of $6.00 per share.
  • 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.
  • SITE Centers Corp. establishes $250 million at-the-market programJones Day represented SITE Centers Corp., a self-administered real estate investment trust, in connection with the establishment of an at-the-market program for the sale of up to $250 million of its Common Shares.
  • FirstEnergy subsidiary completes $300 million private placement of Senior NotesJones Day represented The Cleveland Electric Illuminating Company, an electric distribution utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $300 million of Senior Notes.
  • YETI Holdings completes $288 million IPOJones Day represented YETI Holdings, Inc., a designer, marketer, retailer, and distributor of a variety of innovative, branded, premium outdoor products, in connection with its $288 million initial public offering of Common Stock.
  • Marathon Petroleum acquires Andeavor in deal valued at $23.3 billionJones Day advised Marathon Petroleum Corp. (NYSE: MPC) in connection with the acquisition and related financing of Andeavor (NYSE: ANDV) to create a leading U.S. refining, marketing, and midstream company.
  • DDR spins off $3 billion portfolio into separate publicly-traded REITJones Day advised DDR Corp. in its spin-off of a portfolio of 50 assets, comprised of 38 Continental U.S. assets and the entirety of the Puerto Rico portfolio into a separate publicly-traded REIT named Retail Value Inc. ("RVI").
  • FirstEnergy subsidiary completes $450 million private placement of Senior NotesJones Day represented Mid-Atlantic Interstate Transmission, LLC, a transmission-only subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $450 million of Senior Notes.
  • Sprint completes $1.5 billion public offering of Senior NotesJones Day advised Sprint Corporation, a communications services company, in connection with its underwritten public offering of $1.5 billion aggregate principal amount of 7.625% Notes due 2026, guaranteed by Sprint Communications, Inc.
  • MPLX completes $5.5 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $5.5 billion of Senior Notes, consisting of (i) $500 million aggregate principal amount of 3.375% Senior Notes due 2023, (ii) $1.25 billion aggregate principal amount of 4.000% Senior Notes due 2028, (iii) $1.75 billion aggregate principal amount of 4.500% Senior Notes due 2038, (iv) $1.5 billion aggregate principal amount of 4.700% Senior Notes due 2048, and (v) $500 million aggregate principal amount of 4.900% Senior Notes due 2058.
  • Owens Corning acquires Paroc Group, a leading European mineral wool manufacturer, for approximately €900 million (US$1.04 billion)Jones Day advised Owens Corning in its acquisition of Paroc Group, a leading producer of mineral wool insulation for building and technical applications in Europe, from CVC Capital Partners for an enterprise value of approximately €900 million ($1.04 billion).
  • Owens Corning issues $400 million of 4.400% Senior Notes in public offeringJones Day represented Owens Corning, a global developer and producer of insulation, roofing, and fiberglass composites, in connection with its underwritten public offering of $400 million aggregate principal amount of 4.400% Senior Notes due 2048.
  • FirstEnergy raises $1.616 billion in private placement of Convertible Preferred StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $1.616 billion of Series A Convertible Preferred Stock in a private placement to affiliates of Elliott Management Corporation, Bluescape, and GIC.
  • FirstEnergy raises $850 million in private placement of Common StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $850 million of Common Stock in a private placement to funds affiliated with Zimmer Partners, LP.
  • DDR completes $350 million registered public offering of Senior NotesJones Day represented DDR Corp., a self-administered and self-managed real estate investment trust, in connection with its registered public offering of $350 million aggregate principal amount of 3.900% Senior Notes due 2024.
  • FirstEnergy completes $3 billion Senior Notes OfferingJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its underwritten public offering of $3 billion of Senior Notes consisting of $500 million aggregate principal amount of 2.85% Notes, Series A, due 2022; $1.5 billion aggregate principal amount of 3.90% Notes, Series B, due 2027; and $1 billion aggregate principal amount of 4.85% Notes, Series C, due 2047.
  • DDR completes $175 million registered public offering of depositary sharesJones Day represented DDR Corp., a self-administered and self-managed real estate investment trust, in connection with its registered public offering of 7,000,000 depositary shares, each representing a 1/20th fractional interest in a share of its newly designated 6.375% Class A Cumulative Redeemable Preferred Shares, at a price of $25.00 per depositary share.
  • DDR completes $450 million registered public offering of Senior NotesJones Day represented DDR Corp., a self-administered and self-managed real estate investment trust, in connection with its registered public offering of $450 million aggregate principal amount of 4.700% Senior Notes due 2027.
  • Parker Hannifin acquires CLARCOR for $4.3 billionJones Day advised Parker Hannifin Corporation in its $4.3 billion acquisition of filtration company CLARCOR Inc.
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    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    July 2024 Alert

    SEC v. SolarWinds: Court Rejects SEC Authority Over Cybersecurity Controls and Most Alleged Disclosure Violations

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    AUGUST 2023 Commentary

    SEC Adopts Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

    May 2023 White Paper

    SEC Adopts Final Rules Regarding Share Repurchases and Related Disclosures

    December 2022 Commentary

    SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures

    December 2022 Commentary

    SEC Updates Guidance on Non-GAAP Financial Measures

    January 2018 Commentary

    A Gift From SEC Staff: Guidance on Tax Act's Form 10-K Accounting Implications

    October 2017 Commentary

    SEC Proposes Modernization and Simplification of Regulation S-K

    August 2015 Commentary

    SEC Adopts Pay Ratio Rule
    查看全部观点

    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    • December 2014
      18th Annual RR Donnelley SEC Hot Topics Institute: SEC Enforcement
    • Fall 2013
      SEC Enforcement, moderator, 16th Annual RR Donnelley SEC Hot Topics Institute
    • Fall 2008
      Avoiding Problems Overseas: Understanding the Foreign Corrupt Practices Act, comoderator, Bowne's 12th Annual SEC Issues Update Seminar
    • Winter 2007
      Cleveland Bar Association's Securities Law Institute - Recent Developments
    • December 2006
      New Executive Pay Disclosure, Greater Cleveland General Counsel Association

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