Jocelyne E. Kelly

A representative cross section of Jocelyne’s recent experience includes the following:

• Rexel USA, Inc. Representing Rexel USA, Inc. in its acquisition of Talley, Inc., a distributor of wireless infrastructure products, services, and solutions in the U.S. 
• DaVita Inc. Representing DaVita Inc., a leading provider of kidney care services, in its agreement to expand its international operations in Brazil and Colombia and its entry into Chile and Ecuador. 
• Raising Cane’s. Represented Raising Cane’s in its US$500 million senior notes offering.
• Discovery Education (acquisition of DreamBox Learning). Represented Discovery Education, a global education technology company backed by Clearlake Capital Group, L.P., in its acquisition of DreamBox Learning, a PK-12 education technology provider.
• Vistra Corp. Represented Vistra Corp. in connection with the private offering by Palomino Funding Trust I, a Delaware statutory trust, of 450,000 of its pre-capitalized trust securities redeemable May 17, 2028 for an aggregate purchase price of US$450 million.
• 7GC & Co. Holdings Inc. Represented 7GC & Co. Holdings Inc., a special purpose acquisition company, in its pending business combination with Banzai International, Inc., an end-to-end video engagement platform. 
• Blue Ocean Acquisition Corp. Represented Blue Ocean Acquisition Corp., a special purpose acquisition company, in its pending business combination with TNL Mediagene, a digital-media company formed in May 2023 by the merger of two large Asian media companies: Taipei-based The News Lens Co. and Tokyo-based Mediagene Inc. 
• Porch Group, Inc. Represented Porch Group, Inc., a vertical software company in the home services and insurance sectors, in connection with Porch’s recent private placement of US$333 million aggregate principal amount of 6.75% Convertible Senior Secured Notes due 2028, and a concurrent privately negotiated repurchase of US$200 million aggregate principal amount of its 0.75% Convertible Senior Notes due 2026. 
• Avantax, Inc. Represented Avantax in its modified “Dutch auction” tender offer to repurchase US$250 million of its common stock.
• Denali Capital Acquisition Corp. Represented Denali Capital Acquisition Corp., a publicly traded special purpose acquisition company, in its pending business combination with Longevity Biomedical, Inc. 
• Clearlake Capital Group, L.P. Represented Clearlake Capital Group, L.P. in its acquisition of global edtech company Discovery Education, Inc. from Francisco Partners.
• OMERS Private Equity (sale of interest in Forefront Dermatology). Represented OMERS Private Equity in its agreement to sell its interest in Forefront Dermatology to global private markets firm Partners Group.
• Blackbaud Inc. Represented Blackbaud Inc. in its US$750 million acquisition of EVERFI. EVERFI is an international technology company. Blackbaud connects and empowers organizations to increase their impact through cloud software, services, expertise, and data intelligence.
• Darling Ingredients Inc. Represented Darling Ingredients Inc. in its US$1.1 billion acquisition of Valley Proteins.
• Proven Brands. Represented Proven Brands, a portfolio company of Clearlake Capital Group, L.P.’s Better For You Holdings food platform, in its sale for approximately US$259 million to Hain Celestial Group, Inc., an organic and natural products company with operations in North America, Europe, Asia, and the Middle East.
• Vistra Corp. Represented Vistra Corp. in a private offering of 1,000,000 shares of its 7.0% Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock at an offering price of US$1,000 per share.
• Vistra Corp. Represented Vistra Corp. in numerous 144A private offerings of senior notes and senior secured notes totaling more than US$6.5 billion in aggregate proceeds to fund the tender, redemption, and retirement of outstanding debt in an overall liability management program.
• Athene and investment funds managed by affiliates of Apollo Global Management Inc. Represented Athene Holdings Ltd. and advised funds with Apollo Global Management in the sale of AmeriHome Mortgage Company for approximately US$1 billion. 
• Eagle Materials Inc. Represented Eagle Materials Inc. in its US$350 million senior notes offering.
• Tepha Inc. Represented Tepha, a leading developer and manufacturer of a proprietary resorbable polymer technology in its sale to Becton, Dickinson and Company.
• Underwriters. Represented the underwriters in multiple depositary share and preferred offerings of Textainer.
• Clearlake Capital Group, L.P. Represented Clearlake Capital Group, L.P. in a significant strategic investment in BeyondTrust, a leading provider of Privileged Access Management software solutions.
• Clearlake Capital Group, L.P. Represented Clearlake Capital Group, L.P. in its joint partnership with Motive Partners in acquiring InvestCloud and simultaneously combining InvestCloud with existing Motive portfolio companies, Finantix and Tegra118, to create a global Software-as-a-Service (SaaS) wealth solutions financial technology provider.
• Rexel USA Inc. Represented Rexel USA Inc. in the divestiture of its Gexpro Services business unit to LKCM Headwater Investments.
• OMERS Private Equity. Represented OMERS Private Equity in its acquisition of Community Vet Partners, an owner and operator of veterinary hospitals in the United States, from Cortec Group.
• HMS Holdings Corp. Represented HMS Holdings Corp. in its acquisition of the Accent payment accuracy and cost containment business from Intrado Corporation.
• General Electric Company (GE). Represented GE in a global joint venture with Baker Hughes for aero-derivative gas turbine engines and related transactions for GE’s separation from Baker Hughes.
• OMERS Private Equity. Represented OMERS Private Equity in the disposition of its investment in National Veterinary Associates, a portfolio company of Ares Management, to an affiliate of JAB Holdings.
• Public Sector Pension Investment Board. Represented PSP Investments in its investment in United Talent Agency.
• Alberta Investment Management Corporation (AIMCo). Represented AIMCo in its acquisition of an additional stake in the holding company of Puget Sound Energy from Macquarie Infrastructure and Real Assets.
• Public Sector Pension Investment Board. Represented PSP Investments in its investment in Learning Care Group, a portfolio company of American Securities.
• ERM Group, Inc. Represented ERM Group in its acquisition of BrownFlynn, Ltd.
• PRA Group, Inc. Represented PRA Group in the sale of its Government Services fee-for-service business to Millstein & Co.
• ERM Group, Inc. Represented ERM Group in its acquisition of Michael Pisani & Associates, Inc.
• OMERS Private Equity Inc. Represented OMERS Private Equity in its investment in National Veterinary Associates, a portfolio company of Ares Management.
• Vistra Corp. Represented Vistra Corp. in its initial registration with the SEC on Form S 1 and listing on the NYSE following its spinoff from EFH Corp.
• OMERS Private Equity Inc. Represented OMERS Private Equity in its acquisition of GEDC Super Holdings (Great Expressions Dental Company), a provider of dental care services in the United States with 151 locations in Florida, Georgia, Michigan, and Ohio, from Audax Private Equity.

Jocelyne is a member of the New York State Bar Association and the Texas State Bar Association. She is also a member of SidleyWomen.