Representative Experience

Capital Markets and Securities Transactions

• Represented Firefly Aerospace in connection with its US$1B initial public offering.*
• Represented York Space Systems in connection with its US$630M initial public offering.*
• Represented Once Upon a Farm, PBC in connection with its US$198M initial public offering.*
• Represented Agiliti, Inc., a portfolio company of Thomas H. Lee Partners, in its approximately US$400M initial public offering.*
• Represented Kellogg Company in the separation of its North American cereal business, resulting in two independent public companies, WK Kellogg Co and Kellanova.*
• Represented Pentair plc in the separation of its electrical business, resulting in two independent public companies, nVent Electric plc and Pentair.
• Represented The Manitowoc Company, Inc. in the separation of its foodservice business, resulting in two independent public companies, Manitowoc Foodservice, Inc. and The Manitowoc Company.
• Represented Diversey Holdings, Ltd., a Bain Capital portfolio company, in its first primary follow‑on offering following its initial public offering.*
• Represented Carvana Co. in a series of capital markets transactions, including a comprehensive liability management transaction supported by approximately 90% of its existing noteholders, involving an exchange offer, maturity extensions, an at‑the‑market equity raise, and an equity investment from the company’s founders.*
• Represented Claritev Corp in a comprehensive refinancing involving a US$4.5B debt exchange.*
• Represented GrafTech International Ltd. and its affiliates in connection with a $275M capital raise and simultaneous exchange offer of its existing senior secured notes for new senior secured notes.*
• Represented At Home Group Inc., a Hellman & Friedman portfolio company, in a US$200M private placement and simultaneous exchange offer of unsecured notes for new secured notes.*
• Represented GoTo Group, Inc. in connection with a US$100M capital raise and a simultaneous uptier exchange offer of its existing debt.*
• Represented Kellogg Company in multiple securities offerings, including its €300M eight‑year inaugural sustainability bond.*
• Represented Clear Channel Outdoor Holdings, Inc. in its US$1B private placement offering of senior notes.*

Mergers, Acquisitions, and Acquisition Finance

• Represented Kellanova on its US$35.9B take private and sale to Mars, Incorporated.*
• Represented WK Kellogg Co on its US$3.1B take private and sale to Ferrero Group.*
• Represented Carvana Co. in its US$2.2B acquisition of ADESA’s U.S. physical auction business from KAR Global.*
• Represented Honeywell on the sale of its Personal Protective Equipment business to a portfolio company of Odyssey Investment Partners for US$1.325B.*
• Represented Firefly Aerospace on its acquisition of SciTec, Inc. for approximately US$855M through a combination of US$300M in cash and US$555M in Firefly shares issued to SciTec owners.*
• Represented Potbelly Corporation on its US$566M take private and sale to RaceTrac, Inc.*
• Represented Victoria’s Secret & Co. in connection with its acquisition of Adore Me, Inc., a structured transaction that included an initial US$400M cash payment and additional contingent consideration.*
• Represented Arsenal Capital Partners in its acquisition of approximately US$449M of Certara, Inc. stock.*
• Represented Carvana Co. in its US$126M strategic investment in Root Inc., including a convertible preferred security and warrants, alongside an exclusive commercial partnership.*

*Matters handled prior to joining Foley.