Leia Pearl Andrew
Leia Pearl Andrew is an associate in the New York Capital Markets Practice concentrating on securities transactions and general corporate representations.
Leia represents issuers and underwriters in equity and debt securities transactions. Leia's practice focuses on public and private securities offerings, including initial public offerings, high-yield debt offerings and exchange offers, as well as esoteric securitizations, consent solicitations and other capital markets transactions in a wide variety of industries.
Tufin | $124M IPO (2019) / $78.6M Secondary Follow-on Offering (2019)
Represented Tufin Software Technologies Ltd., a leading security policy management company, in (i) its $124 million IPO and listing on the NYSE and (ii) a $78.6 million secondary follow-on offering. J.P. Morgan Securities LLC, Barclays Capital Inc. and Jefferies LLC acted as book-running managers in the IPO and the secondary follow-on offering. Tufin is the first Israeli incorporated technology company to go public in the US market since 2014. Leia continues to advise Tufin on various share transfers and SEC reporting matters.
Kansas City Southern | $850M Notes Offering (2019) / $500M Notes Offering (2018)
Represented Kansas City Southern (KCS) in its investment grade offerings in the aggregate amount of $850 million of senior notes in 2019 and the aggregate amount of $500 million of senior notes in 2018. Leia also advised KCS in connection with its $550 million accelerated share repurchase program in 2019. KCS has domestic and international rail operations in North America that are strategically focused on the growing north/south freight corridor connecting key commercial and industrial markets in the central United States with major industrial cities in Mexico. Leia continues to advise KCS on SEC reporting matters.
JBS | $1.25B Notes Offering (2019)
Represented JBS S.A., one of the world's largest beef, pork, chicken and packaged food processing companies, and its subsidiaries in offerings in an aggregate principal amount of $2.25 billion, which included representing (i) JBS USA Lux S.A., JBS USA Food Company and JBS USA Finance, Inc., subsidiaries of JBS S.A., in their offering of an aggregate principal amount of $1.25 billion 5.50% senior notes due 2030 and (ii) JBS S.A. in cash tender offers by its wholly-owned subsidiary, JBS Investments GmbH.
Kinnevik | $88M Share Purchase (2019)
Represented Kinnevik Online AB in its purchase of an aggregate amount of $88 million of shares of Livongo Health, Inc., a consumer digital health company. Kinnevik purchased (i) newly issued shares in Livongo's IPO and (ii) Livongo's shares from Merck Global Health Innovation Fund, LLC in a concurrent secondary sale. Kinnevik is an industry-focused investment company that creates, develops and invests in fast-growing businesses in developed and emerging markets. Kinnevik's purpose is to build digital companies that deliver shareholder and social value. Leia continues to advise Kinnevik and its affiliates on various share transfers, restructurings and corporate governance matters.
Avon | $400M Notes Offering (2019)
Represented Avon Products, Inc., the number one leading direct-selling beauty company in the world, in connection with the inaugural high-yield offering by one of its subsidiaries in an aggregate principal amount of $400 million 6.500% senior secured notes and a concurrent cash tender offer. Natura Cosméticos S.A was in the process of acquiring Avon while it conducted this notes offering and cash tender offer.
IFM Investors | $10.3B Acquisition Agreement (2019)
Represented IFM Investors in its agreement to acquire Buckeye Partners, L.P., a publicly traded master limited partnership that owns and operates a diversified global network of pipeline assets and midstream logistics solutions, in a transaction valued at $10.3 billion enterprise value and $6.5 billion equity value. The transaction was named "Private Equity Deal (Over US$10 billion)" by M&A Advisor (2020).
SESAC | $530M Notes Offering & Whole Business Securitization (2019)
Represented Guggenheim Securities LLC, as initial purchaser, in the $530 million issuance and sale of asset-back notes under a whole business securitization by SESAC Finance, LLC, a newly formed special purpose vehicle and subsidiary of SESAC Rights Management, Inc. SESAC is a performing rights organization that licenses performance and mechanical rights behalf of its affiliated songwriters, composers and music publishers. This transaction was the first securitization of a performing rights organization.
Waitr | Tender Offer (2019)
Represented Jefferies LLC, as dealer manager, in the exchange offer of outstanding public warrants of Waitr Holdings Inc., an online food ordering and delivery platform. A total of 24,769,192 public warrants were tendered in exchange for an aggregate of 4,458,438 shares of common stock. The exchange offer simplified Waitr's capital structure and reduced the potential dilutive impact of the public warrants.
Planet Fitness | $1.2B Notes Offering & Whole Business Securitization (2018)
Represented Guggenheim Securities, LLC, as sole structuring advisor and sole book-running manager, along with Citigroup Global Markets Inc. and ING Financial Markets LLC, as co-managers, in the $1.2 billion initial issuance and sale of asset-backed notes under a whole business securitization by Planet Fitness Master Issuer LLC, a wholly-owned subsidiary of Planet Fitness Holdings, LLC. Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States.
Calpine Corporation | $560M Notes Offering (2017)
Represented Calpine Corporation, America's largest generator of electricity from natural gas and geothermal resources with operations in competitive power markets, in connection with a tack-on private placement in an aggregate principal amount of $560 million 5.250% senior secured notes.