Andrew D. Baker

ANDREW BAKER has advised on several hundred financing and capital markets transactions with an aggregate value approaching US$1 trillion. He advises private equity sponsors, public and private companies, financial institutions, and investment banks on complex capital markets and financing transactions, with a particular focus on debt capital markets, acquisition financing, liability management transactions, and other strategic financing matters.

Andrew represents issuers, sponsors, underwriters, initial purchasers, lenders, and other financing sources in a broad range of transactions, including high-yield and investment-grade debt offerings, committed and bridge acquisition financings, convertible note offerings, exchange offers, tender offers, consent solicitations, and other capital markets transactions. He also counsels clients on securities law, corporate governance, and ongoing financing matters.

Known for his practical, commercial approach to sophisticated financings, Andrew helps clients structure and execute transactions that support transformative acquisitions, refinancings, strategic investments, recapitalizations, and other significant corporate initiatives. His experience spans both domestic and cross-border transactions across a wide range of industries, including energy and infrastructure, financial services, technology, healthcare, pharmaceuticals, telecommunications, consumer products, retail, hospitality and gaming, automotive, aviation, chemicals, mining, and insurance.

Drawing on extensive experience representing sponsors, issuers, lenders, underwriters, and financing sources across the capital structure, Andrew provides strategic advice on financing structures and execution strategies designed to achieve clients' business objectives in evolving market conditions.

• The initial purchasers in Osaic Holding’s US$825 million tack-on senior notes offerings.
• The financing sources in Stonepeak’s US$10.1 billion acquisition of a majority controlling interest in Castrol from BP.
• The sales agents in NuScale Power Corporation’s US$750 million at-the-market equity offering program.
• The initial purchasers in Kaiser Aluminum Corporation’s US$500 million senior notes offering.
• Five Point in its US$450 million senior notes offering.
• The initial purchasers in UWM Holdings Corporation’s upsized US$1 billion senior notes offering.
• The initial purchasers in Icahn Enterprises’ US$500 million senior secured notes offering.
• The financing sources in Osaic’s US$4 billion credit facilities.
• The financing sources in Paradigm Parent and Paradigm Parent Co-Issuer’s US$500 million senior secured first lien notes offering.
• The initial purchasers in Pagaya’s US$500 million senior unsecured notes offering.
• The underwriters in Boots’ €650 million and £375 million senior secured notes offerings to support Sycamore Partners’ acquisition of Walgreens Boots Alliance.
• The initial purchasers in ParkOhio’s US$350 million senior secured notes offering.
• The initial purchasers in Osaic Holdings senior secured notes offerings totaling nearly US$1 billion.
• The financing sources in Xerox Holdings Corporation’s completed US$1.5 billion acquisition of Lexmark.
• Seagate Technology in its US$2.8 billion exchange offers and consent solicitations.
• The initial purchasers in Citadel Securities Global Holdings US$1.2 billion senior secured notes offerings.
• Seagate Data Storage Technology Pte. in its US$400 million senior notes offering.
• ArcLight Capital Partners in its completed acquisition of NGPL.
• Landsea Homes in its acquisition by New Home Co.
• The initial purchaser in Xerox Corporation’s US$100 million tack-on senior secured notes offering.
• UBS in its strategic partnership with General Atlantic to focus on private credit opportunities.
• The financing sources in Patient Square Capital’s completed US$4.1 billion acquisition of Patterson Companies.
• The initial purchaser in Xerox Corporation’s US$800 million senior secured notes offering.
• VistaJet in its US$600 million equity investment from RRJ Capital.
• The financing sources in the financing for Walgreens Boots Alliance’s US$23.7 billion acquisition by Sycamore Partners.
• The underwriters in Mastercard’s US$1.25 billion notes offering.
• The initial purchasers in Turning Point Brands’ US$300 million senior secured notes offering.
• The initial purchasers in Citadel Finance’s US$1 billion senior notes offering.
• The initial purchasers in Citadel Limited Partnership’s senior notes offering totaling US$1 billion.
• The initial purchasers in two senior notes offerings totaling US$1.25 billion for Icahn Enterprises.
• PL Developments in its US$368.5 million exchange offer in connection with its refinancing.
• Inmarsat in its upsized US$1.975 billion senior secured notes offering.
• The underwriters in Mastercard’s US$3 billion notes offering.
• Staples in its US$2.375 billion senior secured notes offering, exchange offer, and term loan refinancing.
• The dealer managers and initial purchasers in Spectrum Brands’ US$925 million tender offer and US$300 million new exchangeable senior notes offering.
• The dealer managers in connection with Staples’ exchange offer for outstanding US$854 million senior notes and consent solicitation.
• The underwriters in Mastercard’s US$1 billion bond offering.
• The initial purchasers in an upsized US$675 million senior notes offering by Hudson Automotive Group.
• The lenders supporting Osaic’s acquisition of Lincoln Wealth.
• The lenders in the financing to support the sale of Truist Financial Corporation’s remaining stake in Truist Insurance Holdings to an investor group, with an enterprise value of US$15.5 billion.
• The initial purchasers in US$500 million and €230 million senior secured notes offerings by Copeland.
• Realty Income Corporation in its US$2.6 billion exchange offer and consent solicitations by Spirit Realty, L.P.
• The initial purchasers in US$2.175 billion and £600 million senior secured notes offerings to support GTCR’s acquisition of a majority stake in Worldplay from FIS.
• Five Point in its US$625 million exchange offer and related support agreement.
• The initial purchaser in two senior notes offerings totaling US$700 million for Icahn Enterprises.
• Realty Income in its exchange offers supporting its US$50 billion merger with VEREIT.
• Viasat in its US$733.4 million bridge facility and related senior notes offering.
• The administrative agent and lead arrangers in kdc/one’s US$1.8 billion cross-border refinancing.
• Evertec in its US$660 million acquisition of Sinqia.
• Landsea Homes Corporation in its private placement of US$250 million in senior unsecured notes.
• The underwriters in Mastercard’s US$1.5 billion notes offerings.
• The initial purchasers in US$2.275 billion and €455 million senior secured notes offerings to support Blackstone’s acquisition of a majority stake in Copeland.
• VistaJet in its US$1 billion senior notes offering and subsequent US$500 million senior notes offering.
• Barclays Capital in connection with multiple senior notes offerings by Kaiser Aluminum.
• The initial purchaser in Morgan Automotive Group’s US$700 million senior notes offering and a US$350 million tack-on senior notes offering.
• The initial purchasers in Citadel Finance’s US$600 million senior notes offering.
• The underwriters in Mastercard’s US$600 million sustainability bond and US$700 million senior notes offering.
• The underwriter and initial purchasers in Turning Point Brands’ registered block trade and US$250 million senior secured notes offering.
• The initial purchasers in United Wholesale Mortgage’s US$800 million senior notes offering.
• The initial purchasers in the US$800 million senior notes offering for MGM Growth Properties.
• The underwriters in the US$400 million senior notes offering for G-III Apparel Group.
• Novelis Corporation in its US$1.6 billion senior notes offering.
• The initial purchasers in two senior notes offerings totaling US$1.25 billion and the subsequent US$250 million tack on offering for Asbury Automotive Group.
• The initial purchasers in the US$250 million senior notes offering for Flexential Intermediate Corporation.
• Mastercard Incorporated in three senior notes offerings totaling US$4 billion.

The above matters were handled prior to joining Sidley.