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Weil, Gotshal & Manges LLP
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Key Representations
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Microsoft Corporation
$2.7 Billion US Dollar and Euro-Denominated Notes Offerings
Advised BofA Merrill Lynch and RBS, as representatives of the underwriters, in a $1.95 billion US dollar- and a €550 million Euro- denominated offering of investment grade notes by Microsoft, a worldwide leader in software and other computing products and services, in the first offering of non-US denominated debt by Microsoft and its listing on the Irish Stock Exchange.
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Frontier Communications Corporation
Senior Notes Offering
Represented J.P. Morgan Securities in the $750 million senior notes offering by Frontier Communications, a communications services provider for residential and business customers in the US, and Frontier's concurrent cash tender offer to purchase up to $900 million of its shorter maturity senior notes.
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Brookfield Asset Management, Inc.
Tender Offer and Consent Solicitation Relating to the Acquisition of White Pine Hydro Investments, LLC
Advised BIF II US Renewable LLC (BIF), an affiliate of Brookfield Power US Holding America Co. and the purchaser of White Pine Hydro Investments, the owner of 19 hydroelectric plants and eight reservoir dams in Maine, in BIF’s tender offer for the outstanding $575 million of notes issued by White Pine Hydro, LLC, an indirect subsidiary of White Pine Hydro Investments, and related consent solicitation.
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Brookfield Asset Management; Ainsworth Lumber Co. Ltd.
Comprehensive Refinancing
Represented Canada-based Ainsworth Lumber Company, manufacturer and marketer of engineered wood products in North America and Asia, in its comprehensive refinancing, which included a $350 million senior secured notes offering, $408 million tender offer for all of its 11% senior notes due 2015, and US private placement procedures relating to its CAD$175 million ($176 million) common shares rights offer.
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Microsoft Corporation
Senior Unsecured Notes Offering
Counsel to J.P. Morgan Securities, Barclays Capital and UBS Securities, as representatives of the several underwriters, in a $2.3 billion offering of investment grade senior unsecured notes by Microsoft, a worldwide leader in software and other computing products and services.
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H&R Block, Inc.; Block Financial LLC
Notes Offering
Counsel to Block Financial and its parent, H&R Block, provider of tax preparation and banking services, in Block Financial's $500 million offering of 5.50% notes due 2022.
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BI-LO LLC
Senior Secured Notes Offering
Represented Citi, as joint book-running manager, in a $146 million senior secured notes add-on offering by grocery chain BI-LO, the ninth-largest traditional grocer in the US.
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Frontier Communications Corporation
Senior Notes Offering
Represented Credit Suisse Securities (USA) and J.P. Morgan Securities, as joint book-running managers, and the co-managers in a $600 million senior notes offering by Frontier Communications, provider of local, long-distance, and digital phone and Internet services in 24 US states, with proceeds to be used primarily to repurchase or retire debt.
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General Electric Capital Corporation
$1.8 Billion Preferred Stock Issue
Advised the General Electric Capital Corporation, provider of commercial, consumer, real estate, energy and aviation financial products, in its $1.8 billion issue of fixed-to-floating rate non-cumulative perpetual preferred stock.
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OMERS Private Equity Inc.; Golf Town Canada Inc.; Golfsmith International Holdings, Inc.
Senior Second Lien Note Offering
Represented OMERS Private Equity in a senior second lien note offering by Golf Town Canada and Golfsmith International, specialty retailers of golf equipment, apparel and accessories, supporting the acquisition by Golf Town Canada (a portfolio company of OMERS) of US-based, publicly traded Golfsmith International.
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General Electric Capital Corporation
$2.25 Billion Preferred Stock Issue
Represented General Electric Capital Corporation, provider of commercial, consumer, real estate, energy and aviation financial products, in its $2.3 billion issue of fixed-to-floating rate non-cumulative perpetual preferred stock.
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Frontier Communications Corporation
Senior Notes Offering
Represented Deutsche Bank Securities as joint book-running manager in the $500 million senior notes offering by integrated telecommunications provider Frontier Communications, with proceeds to be used to fund the purchase in a cash tender offer of Frontier’s shorter maturity senior notes and for the selective purchase of outstanding debt.
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Vivendi S.A.
Investment Grade Notes Offering
Represented France-based Vivendi, publisher and distributor of video games, music, audiovisual works, and film content, in its $2 billion investment grade notes offering.
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CVC Capital Partners
Acquisition of ConvergEx Group
Counsel to CVC Capital Partners in its proposed acquisition of ConvergEx Group, a provider of software and technology to investment and trading firms worldwide, from private equity firm GTCR and The Bank of New York Mellon Corporation.
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INC Research, LLC
Senior Notes Offering
Advised INC Research, a privately held, global contract research organization with special expertise in managing late stage clinical development programs, in its $300 million private offering of fixed rate senior notes with proceeds to be used, in part, to finance INC's acquisition of Kendle International.
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Longview Fibre Paper and Packaging, Inc.
High Yield Bond Offering
Represented Longview Fibre Paper and Packaging (a Brookfield Asset Management fund portfolio company) in its $480 million private placement of high yield bonds.
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BofA Merrill Lynch
Tender Offers by Sanmina-SCI Corporation
Represented BofA Merrill Lynch as dealer manager in the tender offers by Sanmina-SCI Corporation, independent global provider of customized, integrated electronics manufacturing services, for all of its 6.75% Senior Subordinated Notes due 2013 and for up to $200 million of its 8.125% Senior Subordinated Notes due 2016 and the consent solicitation related thereto.
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BofA Merrill Lynch; Deutsche Bank Securities; Goldman, Sachs & Co.; Morgan Stanley & Co.
Senior Notes Offering
Represented BofA Merrill Lynch, Deutsche Bank Securities, Goldman, Sachs & Co. and Morgan Stanley & Co. in the $500 million offering by Sanmina-SCI Corporation, independent global provider of customized, integrated electronics manufacturing services, of 7% Senior Notes due 2019 with proceeds to be used to fund tender offers for all of Sanmina-SCI's 6.75% Senior Subordinated Notes due 2013 and for up to $200 million of its 8.125% Senior Subordinated Notes due 2016 and the consent solicitation related thereto.
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Lantheus Medical Imaging, Inc.
Senior Notes Offering
Represented Lantheus Medical Imaging, a specialty pharmaceuticals company, in its $150 million offering of 9.750% Senior Notes due 2017.
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Dave & Buster's Parent, Inc.
Senior Discount Notes Offering
Represented Dave & Buster's Parent, owner of 56 high-volume restaurant/entertainment venues, in its $100 million offering of 12.25% Senior Discount Notes due 2016.
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General Electric Capital Corporation
Global Medium-Term Subordinated Note Offering
Represented General Electric Capital Corporation in its $2 billion offering of investment grade 5.300% Global Medium-Term Subordinated Notes due 2021.
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Darling International Inc.
Senior Notes Offering
Counsel to food processing by-products recycler Darling International in its $250 million Senior Notes offering supporting its acquisition of bakery feed and cooking oil recycler Griffin Industries.
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Genworth Financial, Inc.
Investment Grade Senior Notes Offering
Represented Genworth Financial, a leading financial security company dedicated to providing insurance, wealth management, investment and financial solutions, in its $400 million offering of 7.20% investment grade Senior Notes due 2021, with net proceeds to be used to repay borrowings under its two five-year revolving credit facilities.
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Darling International Inc.
Acquisition of Griffin Industries
Represented food processing by-products recycler Darling International in its $840 million acquisition of bakery feed and cooking oil recycler Griffin Industries, creating the leading independent renderer and bakery products and used cooking oil recycler in the US.
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Icon Health & Fitness, Inc.
Senior Secured Notes Offering
Represented Icon Health & Fitness, one of the world’s leading manufacturers and marketers of fitness equipment, in its $205 million offering of 11-7/8% Senior Secured Notes due 2016.
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Grupo KUO, S.A.B. de C.V.
Senior Notes Offering
Represented Mexico-based industrial conglomerate Grupo KUO in its $50 million senior notes offering.
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American Capital
Credit Facility and Debt Restructuring
Represented American Capital in the restructuring of its unsecured revolving line of credit facility and the closure of private exchange offers for its public and private notes. The transaction covered substantially all of the company’s $2.4 billion of outstanding unsecured indebtedness and involved conversion of the line of credit into a term loan facility and the exchange or repayment of outstanding public and private notes.
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Oak Hill Capital Partners
Senior Notes Offering
Represented Oak Hill Capital Partners in the $200 million offering of 11% senior notes due 2018 in connection with the acquisition of restaurant/entertainment owner and operator Dave & Buster's.
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Oak Hill Capital Partners
Acquisition of Dave & Buster's
Counsel to Oak Hill Capital Partners in its $570 million acquisition of restaurant/entertainment owner and operator Dave & Buster's from Wellspring Capital Management.
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J.P. Morgan Securities LLC; Credit Suisse Securities (USA) Inc.
Senior Notes Offering
Counsel to the initial purchasers in the $3.2 billion offering by New Communications Holdings, a Verizon Communications subsidiary to be spun off and merged with and into Frontier Communications Corporation, of 7.875% Senior Notes due 2015 ($500 million), 8.25% Senior Notes due 2017 ($1.1 billion), 8.50% Senior Notes due 2020 ($1.1 billion) and 8.75% Senor Notes due 2022 ($500 million) to fund the special cash payment from New Communications Holdings to Verizon in connection with its spin off prior to the merger with Frontier.
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Credit Suisse Securities (USA) LLC; Citi; J.P. Morgan Securities LLC
Frontier Communications Senior Notes
Represented Credit Suisse Securities (USA), Citi, J.P. Morgan Securities and other underwriters in Frontier Communications Corporation's $600 million offering of 8.125% Senior Notes due 2018, with proceeds to fund Frontier's cash tender offer for $700 million of its outstanding 9.250% Senior Notes due 2011 and 6.250% Senior Notes due 2013.
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Credit Suisse Securities (USA) LLC; Citi; J.P. Morgan Securities LLC
Frontier Communications Tender Offer
Represented Credit Suisse Securities (USA), Citi and J.P. Morgan Securities, as dealer managers, in Frontier Communications Corporation's tender offer for up to $700 million of its outstanding 9.250% Senior Notes due 2011 and its outstanding 6.250% Senior Notes due 2013.
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Grupo Petrotemex S.A. de C.V.; ALFA, S.A.B. de C.V.
Debt Offering
Represented Petrotemex in a $200 million 144A debt offering for one of the leading polyester companies in the NAFTA region.
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J.P. Morgan Securities LLC; Morgan Stanley & Co. Incorporated; Banc of America Securities LLC; Citi
Microsoft Investment Grade Note Offering
Represented the underwriters in Microsoft Corporation's first public debt offering, consisting of $3.75 billion of AAA-rated investment grade notes.
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Vivendi S.A.
Investment-Grade Notes Offering by Vivendi S.A.
Represented Vivendi S.A. in the offering and sale of $1.4 billion principal amount of investment-grade notes under Rule 144A/Regulation S within the scope of Vivendi S.A.’s planned acquisitions of Activision and Neuf Cegetel.
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Grupo KUO S.A.B. de C.V.
Senior Notes Offering by Grupo KUO, S.A.B. de C.V.
Represented Grupo KUO, S.A.B. de C.V. in the $200 million senior notes offering.
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Leucadia National Corporation
Common Stock Offering by Leucadia National Corporation
Represented Leucadia National, a diversified holding company, in its $250 million common stock offering.
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Leucadia National Corporation
Senior Notes Offering by Leucadia National Corporation
Represented Leucadia National Corporation in its $500 million 8-1/8% senior notes offering due 2015.
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Banc of America Securities LLC
Senior Floating Rate Notes Offering by Sanmina-SCI Corporation
Represented Banc of America Securities LLC in the $600 million senior floating rate notes offering by Sanmina-SCI Corporation.
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Citi; Merrill Lynch
Senior Subordinated Notes Offering by Psychiatric Solutions, Inc.
Represented Citi, Merrill Lynch, JPMorgan, and Banc Of America Securities in the $250 million offering of senior subordinated notes by Psychiatric Solutions, Inc.
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L-1 Identity Solutions, Inc.
Convertible Senior Notes Offering by L-1 Identity Solutions, Inc.
Represented L-1 Identity Solutions, Inc. in its $175 million offering of convertible senior notes.
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Citi; Credit Suisse Securities (USA) LLC; J.P. Morgan Securities LLC, as representatives of the several initial purchasers
Senior Notes Offering by Citizens Communications Company
Represented Citi, Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities, as representatives of the several initial purchasers, in the $750 million senior notes offering by Citizens Communications Company.
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Banc of America Securities LLC
Senior Notes Offering by Centene Corporation
Represented Banc of America Securities LLC in the $175 million senior notes offering by Centene Corporation.
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Citi
Senior Notes Offering by Lear Corporation
Represented Citi, as underwriter and manager, in the $900 million Senior Notes Offering by Lear Corporation.
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Citi
Financing for VTR Globalcom S.A. and International Communications LLC
Represented Citi, as a member of a consortium of lenders, in the $475 million financing to VTR Globalcom S.A. and International Communications LLC.
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Citi
Acquisition of Commonwealth Telephone Enterprises Inc.
Represented Citi as financial advisor to Citizens Communications Company in its $1.16 billion acquisition of Commonwealth Telephone Enterprises Inc.
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Citi
Senior Notes Offering by Amkor Technology, Inc.
Represented Citi, as manager, in the $400 million senior notes offering by Amkor Technology, provider of outsourced semiconductor packaging and test services.
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Citi
Senior Subordinated Notes Offering by Amkor Technology, Inc.
Represented Citi, as manager, in the $190 million senior subordinated notes offering by Amkor Technology, provider of outsourced semiconductor packaging and test services.
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Banc of America Securities LLC
Senior Subordinated Notes Offering by Sanmina-SCI Corporation
Represented Banc of America Securities, as initial purchaser, in the $600 million 8.125% Senior Subordinated Notes Offering by Sanmina-SCI Corporation.
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Deutsche Bank Securities Inc.; Lehman Brothers; Merrill Lynch & Co., Inc.; Goldman Sachs & Co.; J.P. Morgan Securities LLC; BNP Paribas Group; RBS Greenwich Capital Markets Inc.; Calyon Securities (USA) Inc.
Senior and Senior Subordinated Notes Offerings for Hertz LBO
Represented Deutsche Bank Securities Inc., Lehman Brothers and Merrill Lynch & Co., Inc., together with other co-managers, as initial purchasers of the $2.7 billion Senior and Senior Subordinated Notes Offerings by The Hertz Corporation in connection with the $15 billion acquisition of Hertz Corporation from Ford Motor Company by Clayton Dubilier & Rice, The Carlyle Group and Merrill Lynch Global Private Equity.
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Genworth Financial, Inc.; General Electric Company
Common Stock Offering by Genworth Financial, Inc.
Represented Genworth Financial, an insurance and retirement solutions provider, and General Electric Company in Genworth's $1.4 billion common stock offering.
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General Electric Company
Common Stock Offering by Genworth Financial, Inc.
Represented Genworth Financial, an insurance and retirement solutions provider, and its parent, General Electric Company, in Genworth's $3.2 billion common stock offering.
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Lehman Brothers; Deutsche Bank Securities Inc.; Merrill Lynch & Co., Inc.
Asset Backed Securitization for Hertz LBO
Represented a consortium led by Lehman Brothers, Deutsche Bank and Merrill Lynch in the financing for the $5.8 billion asset backed rental car fleet securitization for Hertz Corporation (part of the $15 billion going private leveraged buyout of Hertz).
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Citi; Banc of America Securities LLC; Merrill, Lynch, Pierce, Fenner & Smith Incorporated; J.P. Morgan Securities LLC; Lehman Brothers
Senior Subordinated Notes Offering by Psychiatric Solutions, Inc.
Represented Citi, as an initial purchaser, in the $220 million offering of senior subordinated notes by Psychiatric Solutions, Inc.
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Banc of America Securities LLC; Citi; Deutsche Bank Securities Inc.
Senior Subordinated Notes Offering by Celestica Inc.
Represented Banc of America Securities LLC, Citi and Deutsche Bank Securities Inc., as initial purchasers of the $250 million offering of 7-5/8% Senior Subordinated Notes by Celestica Inc.
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Genworth Financial, Inc.; General Electric Company
Common Stock Offering by Genworth Financial, Inc.
Represented Genworth Financial, an insurance and retirement solutions provider, and its parent, General Electric Company, in Genworth's $2.1 billion common stock offering.
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Suburban Propane Partners, LP; Suburban Energy Finance Corp.
Senior Notes Offering by Suburban Propane Partners, L.P.
Represented Suburban Propane Partners, L.P. in the $250 million Senior Notes Offering.
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Centre Partners Management, LLC
Senior Secured Notes Offering by Uno Restaurant Merger Sub, Inc.
Represented Centre Partners Management, LLC as controlling shareholder in the $142 million Senior Secured Notes Offering by Uno Restaurant Merger Sub, Inc.
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Centre Partners Management, LLC
Acquisition of Uno Restaurant Holdings Corporation
Represented Centre Partners Management, LLC in its acquisition of a controlling interest in Uno Restaurant Holdings Corporation.
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IWO Escrow Company
Senior Secured Floating Rate Notes and Senior Discount Notes Offering by IWO Escrow Company
Represented IWO Escrow Company in the $290 million offering of senior secured floating rate notes and senior discount notes in connection with the reorganization of IWO Holdings, Inc.
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IWO Holdings, Inc.
Sale of IWO Holdings, Inc.
Represented IWO Holdings, Inc. in its sale to the company's senior noteholders.
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Genworth Financial, Inc.
Cumulative Preferred Stock Offering by Genworth Financial, Inc.
Represented Genworth Financial, Inc. in the $100 million cumulative preferred stock offering.
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Genworth Financial, Inc.
Equity Units Offering by Genworth Financial, Inc.
Represented Genworth Financial, an insurance and retirement solutions provider, in its $600 million equity units offering.
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Genworth Financial, Inc.
Initial Public Offering of Genworth Financial, Inc.
Represented Genworth Financial, an insurance and retirement solutions provider, in the $2.8 billion initial public offering.
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Yell Group PLC
Initial Public Offering of Yell Group PLC
Represented Yell Group, an international directories company, in its $3.2 billion initial public offering.
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Yell Group, Ltd.
Acquisition of McLeod USA Publishing
Represented Yell Group, Ltd. in the $600 million acquisition of McLeod USA Publishing Co.
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