BillErlain

Jenner & Block is advising its client Silgan Holdings Inc. in a new senior unsecured notes offering. The private offering of €600 million aggregate principal amount of Silgan’s 4 ¼% Senior Notes due 2031 priced on September 3, 2025 and is expected to close on or about September 12, 2025. 

Effective August 1, 2024, the Delaware General Corporation Law (“DGCL”) was amended to include a new Section 122(18), pursuant to which corporations are expressly permitted to enter into contracts that:

A Jenner & Block team advised Silgan Holdings Inc. (Silgan) in closing its acquisition of Weener Plastics Holdings B.V., a leading producer of differentiated dispensing solutions for personal care, food, and healthcare products, for an enterprise value of €838 million. Weener operates a global network of 19 facilities predominantly in Europe and the Americas, with approximately 4,000 employees and proprietary manufacturing technologies, including significant clean room capabilities. Silgan enter

In honor of American Bar Association's US Pro Bono Week, Jenner & Block is celebrating and shining a spotlight on the impactful work our lawyers do to help preserve and strengthen the communities we serve. Earlier this year, the firm, an international leader in pro bono service, surpassed its five-year commitment of providing $250 million in free legal services to those in need of access to justice—a year and a half ahead of schedule.

Board composition remains a critical issue for public companies as investors and other stakeholders evaluate the skills, qualifications, and background of directors. It is well-known that stock exchange rules generally only require that a company’s board contains a majority of independent directors, with the exception of controlled companies. However, after these bare requirements, a board has substantial latitude to select its nominees, including non-independent directors.

The firm’s Energy and Corporate Practices advised Pacific Gas and Electric Company (PG&E) on the creation of a transmission lease program pursuant to which nonprofit Citizens Energy Corporation (Citizens) could invest up to $1 billion in PG&E high-voltage transmission projects. PG&E has filed with the California Public Utilities Commission (CPUC) for approval of the program.

On December 6, Jenner & Block client Canadian National Railway Company (CN) closed on its acquisition of Iowa Northern Railway Company, a critical transportation network operating approximately 275 miles of track serving a mix of agricultural and industrial shippers in Iowa. The transaction involved the deposit of the controlling equity of Iowa Northern into a voting trust at closing, pending approval by the US Surface Transportation Board to the transaction.

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rule amendments (the “Final Rules”) that implement various changes to the reporting and filing requirements under Regulation 13D-G[1] promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).[2] The Final Rules (1) accelerate certain filing deadlines for Schedules 13D and 13G, (2) extend the filing “cut-off” time for Schedules 13D and 13G from 5:30 p.m. eastern time to 10:00 p

On December 14, 2022, the US Securities and Exchange Commission (the SEC) unanimously adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act) and created new disclosure requirements to address insider trading concerns.[1] The Rule 10b5-1 amendments are the first revision of Rule 10b5-1 since its original promulgation in 2000, and they follow years of public discourse regarding whether Rule 10b5-1 (in its current form) and related regulations sufficiently cu

In a high-profile transaction that received coverage around the US, Albertsons and Kroger announced last week that the supermarket chains would merge into a combined company with an expanded customer reach of about 85 million households. Valued at $25 billion, the deal is one of the largest this year. It is expected to close in early 2024.

Faith in Place honored a multi-disciplinary, cross-office team with its 2022 “Volunteer of the Year” award. Faith in Place empowers people of diverse faiths and spiritualities to advance environmental and racial justice. Jenner & Block has supported this client, pro bono, on solar Initiatives, human resource issues, copyright issues, government procurement issues, tax issues, and corporate transactions. The team includes Partners Michelle McAtee, Gail Morse, Julie Shepard, Steve Siros, and Emm

Theratechnologies Inc., a Montreal based biopharmaceutical company focused on the development and commercialization of innovative therapies, secured a $100 million non-dilutive term loan from Marathon Asset Management. A portion of the loan proceeds will be used to repurchase some of the company’s outstanding convertible notes. The Credit Agreement was signed on July 20th.

On May 6, client Shift Technologies, Inc. established an at-the-market facility allowing it to offer and sell up to $150 million of its common shares to the public at the prevailing market price. Partners Martin C. Glass and Ishan K. Bhabha led the team with support from Associates William R. Erlain, Hannah E. Schwab, and Rheanne Zheng. Shift Technologies maintains an online marketplace for buying and selling used cars. 

Jenner & Block represented Synalloy Corporation in its acquisition of DanChem for $33 million. Synalloy is an industrials company focused on the production and distribution of piping, tubing, and specialty chemicals. DanChem is a leading, full-service specialty chemicals contract manufacturing organization with three production plants located on an owned 55-acre campus in Danville, Virginia. The DanChem facility is particularly unique, boasting the largest fleet of horizontal reactors in the ind

In this article published by Westlaw Today, Partners Brian R. Boch and Charles D. Riely and Associate William R. Erlain explain that the US Securities and Exchange Commission has ramped up its enforcement against misleading cybersecurity disclosures and announced plans to consider adopting new disclosure obligations. The authors highlight key factors to consider in determining whether and how a public company should disclose a cybersecurity breach in light of recent SEC guidance, enforcement act

In this article, Partners Brian R. Boch and Charles D. Riely and Associate Bill R. Erlain highlight key factors for a public company to consider in determining whether and how it should disclose a cybersecurity breach in light of recent SEC guidance, enforcement actions and investigations, and private securities actions. The authors also discuss recent actions indicating that the SEC has ramped up its enforcement scrutiny of cybersecurity breach disclosures.

On May 27, 2021, firm client Shift Technologies, Inc., a leading end-to-end ecommerce platform for buying and selling used cars, completed a  convertible debt offering. In a press release, the company announced the pricing of an upsized offering of $125 million aggregate principal amount of 4.75% convertible senior notes due 2026 in a private offering. Shift also granted the initial purchasers of the notes an option to purchase up to an additional $25 million aggregate principal amount of the

In this article, Partner Alexander J. May and Associate William R. Erlain provide an overview of the notable market trends in corporate governance and public company reporting in 2020 and early 2021, as well as an outlook for the remainder of 2021. The authors discuss proposed and adopted rulemakings by the SEC, including updates to Regulation S-K, as well as emerging ESG initiatives. They also offer practical guidance on public disclosures concerning the COVID-19 pandemic and trends in corpor

On February 3, Silgan Holdings Inc. announced that it had priced its previously announced private offering of senior secured notes.  Silgan announced that it had entered into an agreement to sell $500 million aggregate principal amount of its 1.4% Senior Secured Notes due 2026 at 99.945 percent of their principal amount.  The transaction is expected to close on or about February 10.  The new notes will mature on April 1, 2026.

Jenner & Block’s 2021 Annual Reporting and Proxy Guide contains important updates and key action items for preparing your annual report on Form 10-K and proxy statement for the 2021 proxy season. In this guide you will find such topics as: