	Practice Areas Tax, Benefits, and Executive Compensation Key Representations People Awards / Rankings News / Publications Events

Weil, Gotshal & Manges LLP

Tax, Benefits, and Executive Compensation Experience

Barclays
Acquisition Financing for WNA, Inc.
Counsel to the joint lead arrangers and bookrunners in $650 million first and second lien credit facilities (portions of which are available in Canadian Dollars and Pounds Sterling) for WNA, Inc. (formerly, Waddington North America, Inc.), a designer and manufacturer of plastic disposable drinkware, dinnerware, and servingware, to finance its acquisition of Canada-based Par-Pak Ltd., a designer and manufacturer of rigid plastic packing products primarily for bakery, deli, and food service industries, and to pay off existing debt of Par-Pak.
RuffaloCODY, LLC
Strategic Transaction
Represented RuffaloCODY, a provider of strategic technology-enabled fundraising and enrollment management services for higher education and affinity-based nonprofit organizations, in connection with its transaction with Summit Partners.
Fidelity National Financial Inc.
Acquisition of Lender Processing Services Inc.
Advised Fidelity National Financial, a publicly traded provider of title insurance, specialty insurance and claims management services, in Fidelity's $2.9 billion acquisition of Lender Processing Services (LPS), a provider of integrated technology, data, and services to the US mortgage lending industry. Also advised Thomas H. Lee Partners, L.P. in its commitment to purchase a 19% interest in a newly-formed subsidiary of Fidelity that will own LPS and Fidelity’s existing ServiceLink business upon consummation of the LPS acquisition.
Polskie Koleje Panstwowe S.A.
Sale of Polskie Koleje Linowe S.A.
Advised Polskie Koleje Panstwowe (PKP), Poland’s state-owned railway holding company, in the $67 million sale of Polskie Koleje Linowe, PKP's cableways company, to Polskie Koleje Gorskie S.A., a company established by four Polish Tatra Mountains communities and backed by a private equity sponsor, Mid Europa Partners.
HM Capital Partners LLC; Tailwater Capital
Acquisition by Tailwater Capital of Oil and Gas Investments of HM Capital Partners LLC
Represented Tailwater Capital in its formation of a $425 million energy investment fund and, together with Landmark Partners, that fund's acquisition of oil and gas investments spun out from HM Capital Partners, which include BlackBrush Oil & Gas LP, an energy exploration and production company; TexStar Midstream Services LP, a provider of gathering, treatment, and distribution services for oil and gas producers; and SunTerra Well Services, a provider of drilling services and equipment to oil and gas exploration and production companies. Also advised HM Capital Partners in the transaction and assisted Tailwater Capital with registration under the Investment Advisers Act.
ONCAP Management Partners L.P.; BSN SPORTS Inc.
Sale of BSN SPORTS Inc. to Herff Jones, Inc.
Represented BSN SPORTS Inc., a direct marketer and distributor of sporting-goods equipment and team sports uniforms, and its sponsor, Canada-based ONCAP Management Partners LP, in the sale of BSN to Herff Jones, Inc., a manufacturer, marketer and distributor of graduation-related materials and educational products.
DIRECTV
Eurodollar Senior Notes Offering
Advised DIRECTV, the largest provider of direct-to-home digital television services and the second largest provider in the multi-channel video programming distribution industry in the US, in its €500 million ($649 million) investment grade senior notes offering, its first such euro-denominated offering.
ITI Group
Sale of Shares in Multikino S.A.
Advised ITI Group, a large media conglomerate, on its disposal, along with AREA Property Partners, of 100% shares in Multikino, a leading Polish multiplex operator, to Vue Entertainment, a world-class operator of multiplex cinemas.
UBS AG
Credit Facilities for Key Safety Systems, Inc.
Advised UBS AG, as administrative and collateral agent, in $470 million credit facilities for Key Safety Systems, a designer, developer, and manufacturer of safety-critical components and systems to automotive and non-automotive markets worldwide, to refinance existing indebtedness.
Thomas H. Lee Partners, L.P.
Senior Notes Offering by CompuCom Systems, Inc.
Counsel to Thomas H. Lee Partners (THL), in the $225 million senior unsecured notes offering by CompuCom Systems, Inc., a provider of information technology outsourcing services and products, to finance THL's acquisition of CompuCom.
Thomas H. Lee Partners, L.P.;CompuCom Systems, Inc.
Acquisition Financing
Represented Thomas H. Lee Partners (THL) and CompuCom Systems, Inc., a provider of information technology (IT) outsourcing services and products, in a $605 million senior secured term loan facility to finance THL's acquisition of CompuCom.
OMERS Private Equity
Acquisition of Civica plc
Advised Canada-based OMERS in its acquisition of Civica, a UK-based provider of software systems, cloud-based IT services and technical outsourcing primarily to public sector organisations in the UK and globally, from 3i Group Plc and Civica management, on an expedited timetable, following a highly contested auction process, and at an enterprise value of £390 million ($605 million).
Thomas H. Lee Partners, L.P.; Broad Street Principal Investments, L.L.C.
Proposed Acquisition of CTI Foods Holdings, LLC
Represent Thomas H. Lee Partners and Broad Street Principal Investments, a private-equity affiliate of Goldman Sachs & Co., in the proposed acquisition of CTI Foods Holdings, an independent provider of custom food products to major chain restaurants in North America, from Littlejohn & Co. LLC.
Vantiv, Inc.
Secondary Offering and Stock Repurchase
Represented Vantiv, Inc., a publicly traded credit, debit and gift card payment processor, in a $967 million secondary offering by certain shareholders of approximately 41 million shares of Class A Common Stock and Vantiv's related repurchase of approximately 17 million shares of Class A Common Stock from the underwriters.
CCMP Capital, LLC; Generac Holdings Inc.
Secondary Sale of Generac Holdings Common Stock
Represented CCMP Capital and its portfolio company Generac Holdings, a manufacturer of portable, RV, residential, commercial and industrial generators and motors, in the $329 million secondary public offering of Generac common stock by funds affiliated with CCMP Capital.
Lindsay Goldberg LLC
Joint Venture with Odfjell SE
Represented Lindsay Goldberg in the acquisition of a 49% interest in Odfjell Terminals AS (OTAS), the holding company for substantially all of the worldwide tank terminal activities of Odfjell SE, a Norway-based publicly traded firm which transports and stores bulk liquid chemicals, acids, edible oils, and other special products and provides related logistical services, in exchange for a $219 million cash investment in OTAS and a contribution to OTAS of Lindsay Goldberg's 49% share in its existing joint venture with Odfjell.
Charterhouse Capital Partners LLP
Acquisition of Armacell Group
Advising Charterhouse Capital Partners in its approximately €500 million ($659 million) acquisition (including the favorable US-sourced financing thereof) of Germany-based Armacell Group, a manufacturer of engineered foams and the world leader in the market for flexible technical insulation materials, from Bahrain-based Investcorp SA.
Citi
Credit Facilities for AMC Entertainment Inc.
Represented Citi, as administrative agent, joint bookrunner and joint lead arranger, in $925 million credit facilities for AMC Entertainment, the second-largest theater chain in the US and Canada, to refinance existing indebtedness.
Americo Life, Inc.
Investment Grade Credit Facility
Counsel to Americo Life, a provider of life insurance and annuity products, in an investment grade credit facility to refinance existing indebtedness.
Facebook, Inc.
Acquisition of Parse
Represented Facebook, the global social networking company, in its acquisition of Parse, which provides cloud-based software developer kits for mobile devices.
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.
Doncasters Group Limited
Credit Facilities for Refinancing
Counsel to Doncasters Group Limited, a UK-based manufacturer and marketer of precision components and assemblies for the aerospace, automotive, petrochemical and transportation markets, among others, in its aggregate $1.3 billion (which includes £270 million) first and second lien credit facilities for refinancing existing indebtedness.
General Electric Company
Proposed Acquisition of Lufkin Industries Inc.
Represented General Electric in its proposed $3.3 billion acquisition of Lufkin Industries, a publicly traded provider of artificial lift technologies for the oil and gas industry and a manufacturer of industrial gears, broadening GE Oil & Gas’ artificial lift capabilities and complementing GE’s existing product line.
Thomas H. Lee Partners, L.P.
Acquisition of CompuCom Systems, Inc.
Represented private equity firm Thomas H. Lee Partners in its $1.1 billion acquisition of CompuCom Systems, an IT services firm which provides assessment, design, procurement, deployment and management services to Fortune 1000 and other clients worldwide, from Court Square Capital Partners, L.P.
Sterling Bancorp
Sale to Provident New York Bancorp
Counsel concerning employment and consulting arrangements for certain members of senior management of Sterling Bancorp, the parent of Sterling National Bank, a provider of banking and financial products and services primarily in NY, NJ and CT, in Sterling's $344 million sale to Provident New York Bancorp, a provider of commercial, business, and consumer banking products and services to business owners and consumers in NY and NJ.
Advent International Corporation;AI Chem & Cy S.C.A.;AI Chem & Cy US AcquiCo, Inc.
Acquisition Financing
Advised Advent International and represented borrowers AI Chem & Cy and AI Chem & Cy US AcquiCo with respect to financing in connection with Advent's $1.1 billion acquisition from Cytec Industries Inc. of its Belgium-based Coating Resins business, a developer, producer and seller of synthetic resins used for the production of paints, coatings and printing inks.
Merz Pharma GmbH & Co.
Proposed Acquisition of Obagi Medical Products, Inc.
Represented Merz Pharma Group, a Germany-based specialty pharmaceutical company which develops, markets and sells drugs and medical products for neurological and clinical dermatology applications, in its approximately $385 million topping bid to acquire US-based Obagi Medical Products, a specialty pharmaceutical company dealing in topical aesthetic and therapeutic prescription skin care systems, which had agreed to be acquired by Canada-based Valeant Pharmaceuticals International, Inc.
General Electric Capital Corporation
Credit Facilities for Sagittarius Restaurants LLC
Advised General Electric Capital Corporation, as agent, in credit facilities for Sagittarius Restaurants, an operator and franchisor of Del Taco Mexican and seafood quick-service restaurants in the US, to be used to refinance its existing credit facility and to refinance in part the redemption of its subordinated notes.
CCMP Capital Advisors, LLC;Milacron LLC
Acquisition-Related Credit Facilities
Represented private equity firm CCMP Capital Advisors and its portfolio company Milacron, a provider of plastics processing technologies, metalworking fluids, and precision machining services, in $345 million term and asset-backed revolving credit facilities (a portion of which are available in Canadian dollars) for Milacron and for Mold-Masters (2007) Limited, a Canada-based designer and manufacturer of hot-runner systems, temperature controllers and auxiliary equipment for the plastic industry, to finance, in part, Milacron's acquisition of Mold-Masters.
TI Group Automotive Systems, L.L.C.
$1 Billion Refinancing
Represented TI Group Automotive Systems, a global manufacturer of automotive fluid storage, carrying and delivery systems, in a $1.0 billion refinancing of its senior secured indebtedness.
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.
Investor AB
Acquisition of Permobil AB
Advised Sweden-based Investor AB, a publicly traded private equity firm, on the international aspects of its acquisition of Sweden-based Permobil, a developer, manufacturer and marketer of transport and communication systems for people with functional disabilities which has an enterprise value of €655 million ($783 million), from Nordic Capital Fund V, L.P., a Jersey-based private equity investment fund.
Velocity Technology Solutions UK Limited
Acquisition of velos-IT Limited
Advised Velocity Technology Solutions UK (a Silver Lake Partners portfolio company), a UK-based provider of cloud-based managed application services and managed disaster recovery services, on its acquisition of velos-IT Limited, a Scotland-based IT services company which provides hosting, managed services and consulting to medium- and large-scale European enterprises.
Lion Capital LLP
Credit Facility for Ad van Geloven B.V.
Advised private equity firm Lion Capital and one of its portfolio companies, Ad van Geloven, in a restructuring and recapitalisation. Ad van Geloven is a Netherlands-based developer, producer and seller of frozen snacks and meal components for the European retail and bulk consumer sectors.
Grohe Group
Takeover of Joyou AG
Advised Germany-based Grohe Group, a global provider of premium sanitary fittings, on the increase in its shareholding to approximately 72.3% in Joyou, a China-based manufacturer of bathroom, kitchen and other faucets listed on the Frankfurt Stock Exchange, in the largest German/Chinese inbound transaction to date. The original acquisition of shares in Joyou AG was the first takeover offer by a German enterprise for a Chinese group of companies.
All3Media Limited
Launch of Little Dot Studios Limited
Advised All3Media, a UK-based television, film and digital production company, on the creation of Little Dot Studios, a next generation producer and broadcaster set up to operate in the growing area of online digital rights exploitation.
PayPal, Inc.
Acquisition of Duff Research, LLC
Represented PayPal, a subsidiary of publicly traded eBay Inc. and an online payment solutions provider, in its acquisition of Duff Research, a developer of mobile applications.
Maxim Integrated Products, Inc.
Senior Notes Offering
Represented publicly traded Maxim Integrated Products, which designs, develops and manufactures integrated circuits, in its $500 million offering of senior notes, the proceeds of which are to be used primarily to repurchase shares of its common stock.
Brookfield Asset Management, Inc.;BIF II US Renewable LLC
Multi-Draw Bridge Term Loan Facility
Counsel to BIF II US Renewable (BIF), an affiliate of Brookfield Power US Holding America Co. and the purchaser of White Pine Hydro Investments, owner of 19 hydroelectric plants and eight reservoir dams in Maine, in a $350 million multi-draw bridge term loan facility for BIF to acquire, pursuant to a tender offer, subsidiary notes issued by White Pine Hydro.
Berkshire Partners, LLC;SRS Distribution Inc.
Acquisition Financing for SRS Distribution Inc.
Represented Berkshire Partners and SRS Distribution, the fourth largest residential roofing distributor in the US, in a $220 million term loan facility, a $100 million asset-based revolving credit facility and $100 million of mezzanine notes for SRS Distribution to finance its acquisition by Berkshire.
Facebook, Inc.
Acquisition of the Atlas Advertiser Suite from Microsoft Corporation
Represented Facebook, the global social networking company, in its acquisition of the Atlas Advertiser Suite, which provides campaign management and measurement tools for marketers and agencies, from Microsoft, a worldwide leader in software and other computing products and services.
HM Capital Partners LLC
Secondary Purchase and Sale of Entire Industry Segment of Private Equity Fund’s Investment Portfolio
Represented affiliates of HM Capital Partners in the sale and purchase of the food and consumer products segment of the investment portfolio of HM Capital’s Sector Performance Fund, including Sector Performance Fund’s investments in: Advanced Refreshment, the second largest producer of private label bottled water and water-based beverages in the US; Milk Specialties Company, a manufacturer of milk protein and whey-based products for the sport nutrition and healthy lifestyle industries; Natural Selection Foods (d/b/a Earthbound Farms), a grower of organic produce; and UniTek Global Services, a provider of outsourced infrastructure and technical services to the telecommunications, satellite television, and broadband cable industries in the US and Canada, and a simultaneous $468 million investment from a subsidiary of Canada Pension Plan Investment Board in the purchasing entities.
The Carlyle Group; CPU Technology, Inc.
Sale of Acalis Business
Advised CPU Technology (a Carlyle Group portfolio company), a fabless semiconductor company, in the sale of its Acalis business, which designs microprocessors containing hardware and software that guard mission-critical onboard systems on manned and unmanned aircraft, to The Boeing Company, one of the world's largest defense, space and security businesses and the world's largest manufacturer of military aircraft.
BAIF U.S. Renewable Power Holdings LLC
Credit Facility
Advised BAIF U.S. Renewable Power Holdings, which is involved in the ownership, maintenance, improvement, expansion, administration and operation of renewable energy generating facilities, in term financing arrangements.
CCMP Capital, LLC; Generac Holdings Inc.
Secondary Sale of Generac Holdings Common Stock
Represented CCMP Capital and its portfolio company Generac Holdings, a manufacturer of portable, RV, residential, commercial and industrial generators and motors, in the $350 million secondary public offering of Generac common stock by funds affiliated with CCMP Capital.
Elementis Specialties, Inc.
Acquisition of Hi-Mar Specialty Chemicals, LLC
Represented Elementis Specialties (a subsidiary of UK-based, publicly listed Elementis plc), a worldwide specialty chemicals manufacturer, in its acquisition of Hi-Mar Specialty Chemicals, which develops, manufactures and markets defoamers - chemical additives that reduce and hinder the formation of foam in industrial process liquids.
Macquarie Capital (USA) Inc.
Minority investment in TNS, Inc. and Transaction Network Services, Inc.
Advised Macquarie Capital (USA) in its minority investment in TNS and Transaction Network Services, a developer and seller of software platforms which enable banks and financial organizations to manage ATMs, credit card operations and point of sale transactions processing, in conjunction with TNS' acquisition by an investor group led by Siris Capital Group, LLC.
Macquarie Capital (USA) Inc.
Acquisition Credit Facilities for TNS, Inc. and Transaction Network Services, Inc.
Counsel to Macquarie Capital (USA), as joint bookrunner and joint lead arranger, in $690 million first and second lien credit facilities for TNS and Transaction Network Services, a developer and seller of software platforms which enable banks and financial organizations to manage ATMs, credit card operations and point of sale transactions processing, supporting TNS' acquisition by an investor group led by Siris Capital Group, LLC.
Opera Software ASA
Acquisition of Skyfire Labs, Inc.
Represented Opera Software, a Norway-based publicly listed technology company which engages in the development and sale of Web browsers, in its acquisition of US-based Skyfire Labs, which develops and creates a compression-as-a-service based mobile video optimization browser/platform for wireless carriers and device makers.
AMR Corporation; American Airlines
Merger with US Airways Group
Advised AMR Corporation, the parent of American Airlines, a provider of air transportation for passengers and cargo serving more than 260 airports in over 50 countries and territories, in American's $11 billion merger with US Airways Group, creating, when consummated, the world's largest airline. Also advised the Board of Directors of AMR with respect to its Chapter 11 filing, the merger with US Airways and related matters.
Nortek, Inc.
Acquisition of 2GIG Technologies, Inc.
Represented Nortek, a maker of innovative building and technology products for residential and commercial applications worldwide, in its acquisition of 2GIG Technologies, a designer and supplier of technologically advanced residential security and home automation systems.
General Electric Company
Sale of Minority Stake in NBCUniversal and Associated Real Estate
Represented General Electric in the $18.1 billion sale to Comcast of its remaining 49% stake in NBCUniversal, a joint venture with Comcast which owns television networks, a movie studio, theme parks and local television stations, and of the floors NBCUniversal occupies at 30 Rockefeller Center in New York and CNBC’s headquarters property in New Jersey.
Milacron LLC
Acquisition of Mold-Masters Limited from 3i Group Plc.
Represented US-based Milacron (a portfolio company of CCMP Capital Advisors, LLC), which provides plastics processing technologies, metalworking fluids, and precision machining services, in its C$975 million ($969 million) acquisition of Canada-based Mold-Masters, which designs and manufactures hot-runner systems, temperature controllers and auxiliary equipment for the plastic industry, from UK-based 3i Group.
LIN TV Corporation
Merger with LIN Media LLC
Advised LIN TV Corporation (LIN TV), which owns and operates television broadcasting stations and multimedia assets, on its merger with and into LIN Media, allowing LIN TV to reorganize from a corporation into a publicly traded limited liability company.
LIN TV Corporation; LIN Television of Texas, LP
Sale of Stake in Joint Venture with NBCUniversal Media, LLC
Represented LIN TV and its subsidiary LIN Television of Texas (LIN of Texas) in LIN of Texas' sale of its stake in Station Venture Holdings (a joint venture with NBCUniversal Media), a media company, to Comcast Corporation and NBCUniversal for cash and the release of LIN TV’s $815.5 million guarantee of Station Venture Holdings’ credit facility.
Universal Hospital Services, Inc.
Second Lien Senior Secured Notes Offering
Advised Universal Hospital Services, a provider of medical equipment management and service solutions to the healthcare industry in the US, in its $231 million add-on offering of second lien senior secured notes, with proceeds to be used to redeem its outstanding floating rate notes.
Guggenheim Corporate Funding, LLC
Term Facility for API Technologies Corp.
Counsel to Guggenheim Corporate Funding, as agent, in a $165 million term facility for API Technologies, a provider of RF/microwave, microelectronics, and security technologies for high-reliability applications in defense, aerospace, medical/industrial and communications/consumer.
Oracle Corporation
Acquisition of Acme Packet, Inc.
Represented Oracle, one of the world's largest software companies, in its $1.7 billion acquisition of Acme Packet, which provides software and hardware that enable the delivery of voice, video, data, and unified communications services and applications across Internet protocol (IP) networks, accelerating the migration to all-IP networks.
Polski Holding Nieruchomosci S.A.
Initial Public Offering
Represented Polski Holding Nieruchomosci (PHN), a state-owned holding company which is one of the largest owners and managers of commercial and residential real estate properties in Poland, on matters of Polish, UK and US law in its PLN 238.6 million (US$76.8 million) initial public offering and introduction to trading on the Warsaw Stock Exchange. In the IPO, which was addressed to individual and institutional Polish investors and certain foreign institutional investors, including qualified institutional buyers in the US, the State Treasury of the Republic of Poland sold 25% of PHN’s existing share capital.
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.
Goldman Sachs Bank USA
Senior Secured Credit Facility for Bright Horizons Family Solutions LLC
Advised Goldman Sachs Bank USA, as administrative and collateral agent, in a $915 million senior secured credit facility for Bright Horizons Family Solutions, provider of employer-sponsored child care, back-up care, early education and work/life solutions, with proceeds, along with the proceeds of a simultaneous initial public offering by the borrower’s parent, being used to refinance the previously existing credit facility and bonds.
LodgeNet Interactive Corporation
Debtor-In-Possession Financing
Advised LodgeNet Interactive, a provider of interactive media and connectivity services to hospitality and healthcare businesses, in debtor-in-possession financing in connection with its pre-packaged chapter 11 bankruptcy process.
Kinder Morgan, Inc.
Acquisition of Copano Energy, L.L.C.
Represented Kinder Morgan, the third largest energy company in North America in its $5 billion acquisition of Copano Energy, a midstream natural gas company which owns an interest in or operates approximately 6,900 miles of pipelines and 9 processing plants primarily in the south central US.
General Electric Capital Corporation
Credit Facility for Axiall Corporation
Counsel to General Electric Capital Corporation, as administrative agent and collateral agent, in a $500 million amended and restated credit facility for Axiall Corporation (f/k/a Georgia Gulf Corporation), a manufacturer and marketer of commodity chemical and building and home improvement products.
Technology Crossover Ventures
Investment in AppNexus, Inc.
Counsel to Technology Crossover Ventures in its minority investment in AppNexus, provider of a real-time online advertising platform.
Lindsay Goldberg
Acquisition of Value Place Holdings LLC
Counsel to Lindsay Goldberg in its acquisition of a majority interest in Value Place Holdings, an economy, extended-stay lodging brand with 181 locations in 32 US states.
Lear Corporation
Senior Notes Offering
Represented Citi, Barclays Capital, J.P. Morgan Securities, RBC Capital Markets, and UBS Securities as initial purchasers in the $500 million 144A offering of senior notes by Lear Corporation, global provider of automotive seating and electrical power management systems.
Providence Equity Partners LLC
Acquisition of Miller Heiman, Inc.
Represented Providence Equity Partners in its acquisition of Miller Heiman, provider of sales training, effectiveness and transformation solutions designed to improve the performance of clients’ sales organizations, from Sterling Investment Partners.
DaVita Healthcare Partners, Inc.
Acquisition of Dialysis Centers in Poland and Portugal
Represented DaVita Healthcare Partners, the second largest provider of dialysis services in the US, in connection with DaVita’s acquisition of dialysis centers in Poland and Portugal from Germany-based Fresenius Medical Care AG & Co. KGaA, the world's largest integrated provider of products and services for individuals undergoing dialysis.
Irving Place Capital
Acquisition of Chromalox from Sentinel Capital Partners, L.L.C.
Counsel to Irving Place Capital in its acquisition of Chromalox, a manufacturer of electric heat and control products for industrial heating applications, from Sentinel Capital Partners.
Irving Place Capital
Investment in rag & bone, Inc.
Counsel to Irving Place Capital in its minority investment in rag & bone, a maker and marketer of garments, sportswear, jeans, footwear and accessories for men and women which are sold through rag & bone stores and in major department and specialty stores.
Lindsay Goldberg
Acquisition of Marine Cargo Containers
Advised Lindsay Goldberg in its $410 million purchase, through a subsidiary, of 275,000 marine cargo containers from two funds controlled by German investment company Buss Global Container Management GmbH.
LodgeNet Interactive Corporation
Recapitalization
Restructuring counsel to LodgeNet Interactive, provider of interactive media and connectivity services to hospitality and healthcare businesses, in its $60 million recapitalization by an acquiring consortium led by an affiliate of Colony Capital LLC. The restructuring via a pre-packaged chapter 11 bankruptcy process included an amendment and 5-year extension of LodgeNet's $346 million secured credit facility and a $15 million debtor-in-possession loan.
Silver Point Capital, L.P.;Whitebox Advisers;Pioneer Investment Management
Debtor-in-Possession Facility for K-V Pharmaceutical Company
Represented Silver Point Capital, Whitebox Advisers and Pioneer Investment Management, as members of an ad hoc senior noteholders group, in a DIP term loan to K-V Pharmaceutical, a specialty branded pharmaceutical marketing company.
GE Aviation Systems LLC
Sale of Hydraulic Thrust Reverser Actuation Systems Business to Woodward, Inc.
Represented GE Aviation Systems, manufacturer of engines, integrated systems and components for the aerospace markets, in its $200 million sale of the assets of its Hydraulic Thrust Reverser Actuation Systems Business located in Duarte, California to Woodward, a publicly traded independent designer, manufacturer, and service provider of control solutions for the aerospace and energy markets.
The Gores Group;TGG Medical Transitory, Inc.
Acquisition Financing for Therakos, Inc.
Represented The Gores Group and its portfolio company Therakos, developer of technologies and therapeutic applications that empower the immune response, in $310 million first and second lien senior secured credit facilities supporting The Gores Group's acquisition of Therakos.
Brookfield Renewable Energy Partners LP; Brookfield Asset Management Inc.
Acquisition of Hydroelectric Assets
Represented Brookfield Renewable Energy Partners in its acquisition of a portfolio of 19 hydroelectric plants and eight reservoir dams on several rivers in Maine with an aggregate capacity of 351MW and an enterprise value of $760 million, from a subsidiary of NextEra Energy Resources, which produces and supplies electricity by operating various wind, natural gas/oil, solar, hydroelectric, and nuclear power plants in the US and Canada.
Ontario Teachers' Pension Plan
Acquisition Financing for Heartland Dental Care, Inc.
Represented Ontario Teachers’ Pension Plan, Canada’s third-largest pension fund, in first and second lien credit facilities supporting its acquisition of a majority stake in Heartland Dental Care, one of the largest US dental service organizations.
Adobe Systems Incorporated
Acquisition of Behance, Inc.
Advised diversified software company Adobe Systems in its acquisition of Behance, an online social media platform, with over 1 million members, that enables creatives to showcase and share their work, accelerating Adobe’s strategy to bring community features to its Creative Cloud™ hub.
Management of UK Specialist Hospitals Limited
Sale of UK Specialist Hospitals Limited to Care UK Clinical Services Limited
Advised management of UK Specialist Hospitals (UKSH), which owns and operates treatment centres in the UK that offer surgical and diagnostic service, in UKSH's acquisition by Care UK Clinical Services, which provides health and social care services to local authorities and primary care trusts in the UK.
Oracle Corporation
Acquisition of Eloqua, Inc.
Represented Oracle, one of the world's largest software companies, in its $871 million acquisition of Eloqua, provider of cloud-based marketing automation and revenue performance management software.
Top-Co Holdings Inc.; Top-Co Cementing Products Inc.
Acquisition of CaseTech International, Inc.
Represented Canada-based Top-Co Holdings (a portfolio company of Avista Capital Partners) and its indirect subsidiary, Top-Co Cementing Products, which designs and manufactures specialized casing cementing products used in the drilling and completion of oil, natural gas and geothermal wells, in the acquisition of CaseTech International, a Texas company that manufactures and distributes casing cementing products and body casing centralizing tools for use primarily in the oilfield industry.
American Securities LLC
Acquisition of Metaldyne LLC
Counsel to American Securities in its acquisition of Metaldyne LLC, a global manufacturer of highly engineered metal-based components for light vehicle engine, transmission and driveline applications, from an investment group led by Carlyle Strategic Partners.
Barclays
Sequa Corporation Credit Facility
Advised Barclays, as administrative agent and collateral agent, in a $1.5 billion term and revolving credit facility for Sequa Corporation, manufacturer of aeroengine and industrial gas turbine components.
Sotheby's Inc.
Revolving Credit Facility
Represented fine art, jewelry and collectables auctioneer Sotheby's in an amendment and extension of its $300 million revolving credit facility.
American Securities LLC
Acquisition Credit Facilities for Metaldyne, LLC
Advised American Securities in $620 million term and revolving credit facilities for Metaldyne, a global manufacturer of highly engineered metal-based components for light vehicle engine, transmission and driveline applications, supporting American Securities' acquisition of Metaldyne and refinancing Metaldyne's existing indebtedness.
Dell, Inc.
Acquisition of CREDANT Technologies, Inc.
Counsel to computer hardware manufacturer Dell in its acquisition of CREDANT Technologies, a provider of data protection solutions to control, manage and secure data sent from endpoints to servers, storage and the cloud, strengthening Dell’s enterprise computing portfolio.
American Realty Capital Trust III, Inc.
Acquisition by American Realty Capital Properties, Inc.
Represented American Realty Capital Trust III, a publicly registered, non-traded real estate investment program, in its complex, $2.2 billion acquisition by American Realty Capital Properties, a publicly traded real estate investment trust, yielding a real estate corporation with a portfolio of over 800 properties in 44 US states that are net leased to investment grade and other credit tenants.
Arca Continental, S. A. B. de C.V.
Acquisition of Wise Foods, Inc.
Represented Mexico-based, publicly traded Arca Continental, the second-largest Coca-Cola bottler in Mexico and Latin America, in its acquisition of snack food company Wise Foods from Palladium Equity Partners, LLC, strengthening Arca’s presence in North America and expanding its snack business.
ArrMaz Custom Chemicals, Inc.; Snow Phipps Group, LLC
Sale of ArrMaz Custom Chemicals, Inc.
Represented ArrMaz Custom Chemicals and its controlling shareholder, private equity firm Snow Phipps Group, in its sale of ArrMaz Custom Chemicals, producer of chemical process aids and additives for the phosphate mining asphalt, North and South American fertilizer and nitrogen chemical industries, to Golden Gate Capital.
First Quantum Minerals Ltd.
Offer to Acquire the Inmet Mining Corporation
Advised First Quantum Minerals, a mining and metals company worldwide, in the US aspects of its $5.1 billion offer to acquire all of the outstanding shares of Inmet Mining Corporation, an explorer, developer, and miner of base metal properties, to create one of the world's leading copper producers.
MorphoSys AG
Sale of AbD Serotec to Bio-Rad Laboratories, Inc.
Represented Germany-based MorphoSys, developer of antibodies for therapeutic, diagnostic and research applications, in its sale of AbD Serotec, its research and diagnostic antibody subsidiary, to subsidiaries of US-based Bio-Rad Laboratories, multinational manufacturer and distributor of life science research and clinical diagnostic products.
The Gores Group, LLC; United Road Services, Inc.
Sale of United Road Services to Charlesbank Capital Partners LLC
Represented The Gores Group and its portfolio company United Road Services, provider of vehicle transport and logistics services, in the sale of United Road Services to Charlesbank Capital Partners.
The Access Industries, Alfa and Renova Consortium
Sale of 50% Stake in TNK-BP International Limited to Rosneft Oil Company
Primary adviser to the Access Industries, Alfa and Renova consortium on the $28 billion sale of their stake in the Russian oil joint venture, TNK-BP, to state-owned oil company Rosneft.
Core-Mark Holding Company, Inc.
Acquisition of J.T. Davenport & Sons, Inc.
Represented Core-Mark Holding Company, one of the largest distributors to the convenience retail industry in North America, in its acquisition of J.T. Davenport & Sons, the 15th largest US convenience wholesaler serving customers in eight states via approximately 2,000 convenience stores.
CVC Capital Partners
Acquisition Financing for Cunningham Lindsey
Represented CVC Capital Partners in $660 million first and second lien credit facilities supporting its acquisition of Cunningham Lindsey, a major global loss adjusting and claims management firm.
Sequa Corporation
High Yield Senior Notes Offer
Advised Barclays and other initial purchasers in the $351 million high yield senior notes offering by Sequa Corporation, manufacturer of aeroengine and industrial gas turbine components.
Vantiv, Inc.
Secondary Offering
Represented Vantiv (a joint venture of Advent International and Fifth Third Bank), a leading credit, debit and gift card payment processor, in a $275 million secondary offering of Vantiv common stock by certain shareholders.
Special Committee of the Board of Directors of McMoRan Exploration Company
Acquisition of McMoRan by Freeport-McMoRan Copper & Gold Inc.
Represented the special committee of the board of directors of McMoRan Exploration Company (MMR), an independent public company engaged in the exploration, development and production of natural gas and oil in the Gulf of Mexico and onshore Gulf Coast area, in the $3.4 billion acquisition of MMR by international mining company Freeport-McMoRan Copper & Gold as part of a $20 billion three-way deal in which Freeport also acquired Plains Exploration & Production Company, an independent public oil and gas exploration and production company with operations in California, Texas, Louisiana, and the Gulf of Mexico, to create a premier US-based natural resource company with a global portfolio of mineral assets and significant oil and gas resources. As part of the transaction, MMR shareholders will receive a distribution of units in a royalty trust which will hold a 5 percent overriding royalty interest on future production in MMR’s existing shallow water ultra-deep properties.
Alior Bank S.A.
Initial Public Offering
Counsel on matters of Polish, UK and US law to Alior Bank, a fast-growing Polish retail and commercial bank that launched its operations at the end of 2008, in Alior's PLN 2.1 billion (approximately $664 million) initial public offering which included a secondary offering by Carlo Tassara S.p.A. – through its Luxembourg subsidiaries – of a part of its stake in Alior.
Barclays Bank PLC
Acquisition Credit Facility for Genesis Healthcare LLC and Sun Healthcare Group, Inc.
Counsel to Barclays Bank, as administrative agent, joint lead arranger and joint book running manager, in a $325 million term facility for Genesis Healthcare and Sun Healthcare Group, providers of long-term care, supporting Genesis' acquisition of publicly listed Sun.
Avista Capital Partners; Anthony International
Sale of Anthony International to Dover Corporation
Represented Avista Capital Partners in its $602.5 million sale of Anthony International, the world's largest manufacturer of specialty glass, commercial glass refrigerator and freezer doors, case lighting, and display and merchandising systems, to publicly traded diversified global manufacturer Dover Corporation.
First Trust MLP and Energy Income Fund
Initial Public Offering
Represented Morgan Stanley & Co. and Citi, as underwriters, in an $830 million initial public offering of First Trust MLP and Energy Income Fund, a registered closed-end investment company that invests in publicly traded master limited partnerships (MLPs) and MLP-related entities in the energy sector and energy utilities.
Lehman Brothers Holdings Inc.
Sale of Entire Stake in Archstone Enterprise LP
Represented Lehman Brothers in the sale of its entire stake in Archstone, its single largest asset valued at more than $16 billion, a privately held owner, operator and developer of multifamily apartment properties, to real estate investment trusts Equity Residential and AvalonBay Communities, Inc., both publicly traded real estate enterprises focused on multifamily properties in the US.
GS Capital Partners
Sale of USI Insurance Services, LLC to Onex Corporation
Represented GS Capital Partners in the sale by GS Capital Partners VI Fund, LP and certain of its affiliates of insurance broker and financial services company USI Insurance Services, one of the ten largest insurance brokers in the US, to Canada-based publicly traded private equity firm Onex Corporation in a transaction valued at approximately $2.3 billion.
General Motors Financial Company, Inc.
Acquisition of Offshore GMAC Operations from Ally Financial Inc.
Represented General Motors and its affiliates in the $4.2 billion acquisition of the European, Latin American and China-based auto-finance and insurance operations of Ally Financial. These businesses operate primarily under the GMAC name and provide retail financing and other services to consumers as well as wholesale financing to dealers.
Macquarie Capital (USA) Inc.
Acquisition Facilities for Star Atlantic Waste Holdings II, L.P.
Represented Macquarie Capital (USA) as lead arranger in $1.95 billion term and revolving and $830 million bridge credit facilities for Star Atlantic Waste Holdings II, a provider of solid waste collection, treatment, and disposal services, to finance Star Atlantic's acquisition of Veolia ES Solid Waste, Inc. creating the largest privately owned environmental services business in the US.
Providence Equity Partners LLC
Sale of Stake in Yankees Entertainment & Sports Network, LLC to News Corporation
Advised Providence Equity Partners, a minority stakeholder, in the sale of a 49% equity stake in Yankees Entertainment & Sports Network ("The YES Network"), a regional sports television network which carries, among other things, New York Yankees baseball games, to News Corporation, the diversified worldwide media company.
Remedial Construction Services L.P.
Sale to Oaktree Power Opportunities Fund III, L.P.
Represented Remedial Construction Services (a portfolio company of Lindsay Goldberg), an environmental remediation, geotechnical construction, and civil construction contractor, in its sale to Oaktree Power Opportunities Fund III, an energy fund affiliated with Oaktree Capital Management, L.P. which is managed by the GFI Energy Group.
Dell, Inc.
Acquisition of Gale Technologies, Inc.
Counsel to computer hardware manufacturer Dell in its acquisition of infrastructure automation software maker Gale Technologies, enabling Dell to offer converged infrastructures – all-in-one server solutions that integrate computing, storage and networking.
Monitor Clipper Partners, LLC
Acquisition of Sengewald Klinikprodukte GmbH
Represented financial investor Monitor Clipper Partners in its acquisition of Sengewald Klinikprodukte, a Germany-based manufacturer and supplier of drapes and sterilized packaging products for the medical industry.
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.
Aeropostale, Inc.
Acquisition of GoJane.com, Inc.
Represented Aeropostale, a mall-based specialty retailer of casual and active apparel for young women and men, in the acquisition of GoJane.com, an online retailer that focuses primarily on fashion footwear. more
Berkshire Partners LLC
Investment in Farm Boy Inc.
Represented Berkshire Partners in its investment in Canada-based Farm Boy, an innovative food retailer with private label products and 13 stores in the Greater Ottawa, Cornwall and Kingston regions.
Leucadia National Corporation
Strategic Combination with Jefferies Group, Inc.
Represented diversified holding company Leucadia National Corporation in its merger with global investment banking firm Jefferies Group in which it had a 28.6% stake. The deal, which gives Jefferies greater balance sheet resilience and enables Leucadia to capitalize on Jefferies’ investment banking and capital markets platform, has a total equity value of approximately $3.7 billion.
The Management Team of Cheviot Asset Management
Sale to Quilter & Co. Limited
Advised the management team of discretionary investment firm Cheviot Asset Management (UK) on their incentive and employment arrangements in connection with the sale of Cheviot to investment manager Quilter & Co. Limited (UK) (a portfolio company of Bridgepoint Capital).
Barclays Bank PLC
Acquisition Financing for Audio Visual Services Group, Inc.
Represented Barclays Bank, as joint lead arranger, joint bookrunner and administrative and collateral agent, in $495 million first and second lien acquisition financing for Audio Visual Services Group, event technology and audio visual equipment and service provider.
Titanium Metals Corporation; Shareholders of Titanium Metals Corporation
Acquisition by Precision Castparts Corporation
Counsel to the Special Committee of publicly listed Titanium Metals Corporation, a major producer of titanium parts for jet engines and factory equipment, in its $2.9 billion acquisition by publicly listed Precision Castparts, a worldwide diversified manufacturer of complex metal components and products.
TexStar Midstream Services, LP
Sale of Oil and Natural Gas Storage and Shipment Assets to NuStar Logistics, L.P.
Represented TexStar Midstream Services (a portfolio company of funds managed by EIG Global Energy Partners and HM Capital Partners, LP), a full service midstream company, in its $325 million sale of a crude oil pipeline, gathering and storage assets and natural gas liquids assets in South Texas to publicly traded NuStar Logistics, one of the largest independent liquids terminal and pipeline operators in the US.
General Motors Company
Three- and Five-Year Revolving Credit Facilities
Counsel to the General Motors Company, one of the largest automobile, truck and automobile parts manufacturers in the world, in $11 billion 3- and 5-year revolving credit facilities for certain of its subsidiaries in the US, Brazil and Sweden.
Teachers' Private Capital
Acquisition of Majority Stake in Heartland Dental Care, Inc.
Represented Ontario Teachers’ Pension Plan, through its private equity group, Teachers’ Private Capital, in its acquisition of a majority stake in Heartland Dental Care, one of the largest dental service organizations in the US, providing management services and dental care services to dental practices.
Centene Corporation
Senior Notes Offering
Represented Barclays Capital in the $175 million add-on senior notes offering by publicly traded Centene, provider of Medicaid-related health plan coverage, behavioral healthcare and long-term care services for the elderly and disabled.
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.
Riverbed Technology, Inc.
Acquisition of OPNET Technologies, Inc.
Represented publicly traded Riverbed Technology, which provides solutions to IT performance problems across wide area networks, in its $1 billion acquisition of OPNET Technologies, provider of software and applications that analyze network performance, enabling Riverbed to extend its network performance management (NPM) business into the application performance management (APM) market.
C. R. Bard, Inc.
Investment Grade Notes Offering
Represented C. R. Bard, medical equipment maker specializing in the manufacture of vascular, urology, oncology, and surgical specialty products, in its $500 million investment grade notes offering.
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.
Signet Jewelers Ltd.
Acquisition of Ultra Stores Inc.
Represented publicly listed Signet Jewelers, a specialty jewelry retailer, in its acquisition of jewelry chain Ultra Stores from Crystal Financial LLC.
Zespól Elektrowni ‘‘Patnów-Adamów-Konin’’ S.A. (ZE PAK S.A.)
Initial Public Offering
Advised the managers, including Credit Suisse, ING, J.P. Morgan and UniCredit, in connection with the second stage of the privatisation of ZE PAK, Poland's fifth-biggest power utilities group, by way of a PLN 680 million ($212 million) initial public offering and listing of shares on the Warsaw Stock Exchange, one of Poland’s largest IPOs in 2012.
C. R. Bard, Inc.
Acquisition of Neomend, Inc.
Counsel to C. R. Bard, manufacturer of surgical and medical instruments, through its wholly owned subsidiary, Davol Inc., in Bard's acquisition of Neomend, which designs, develops and commercializes surgical sealants and adhesion prevention products for hospitals and medical facilities worldwide.
AXA-IM
Acquisition Financing of the Fives Group
Represented AXA Investment Managers (AXA-IM) as minority shareholder of the acquisition vehicle Novafives for the buyout of Fives, which designs and supplies process equipment, production lines, and turnkey plants for industrial groups, the largest French LBO of 2012, in a €150 million (US$195 million) mezzanine PIK bonds facility and related advice on the €450 million (US$585 million) senior term facility refinancing of Fives.
Nortek, Inc.
Senior Notes Offering
Represented Nortek, Inc., a manufacturer and distributor of residential and commercial building products, in its $235 million offering of senior notes due 2021, the proceeds of which were used to repay existing indebtedness.
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.
Access Information Management
Acquisition of Retrievex, Inc.
Represented Access Information Management (a portfolio company of Summit Partners) in its acquisition of Retrievex, a provider of records and information management solutions, from Welsh, Carson, Anderson & Stowe, making Access the largest privately held records and information management services provider in the US.
Barclays Bank PLC;Goldman Sachs Bank USA;Nomura Securities International, Inc.
Acquisition Facilities for United Central Industrial Supply Company, L.L.C. and GHX Holdings, LLC
Counsel to Barclays Bank, Goldman Sachs Bank USA, and Nomura Securities International in $425 million first and second lien term and revolving facilities for United Central Industrial Supply Company, the largest mining supply distribution company in North America, and GHX Holdings, a fluid transfer and sealing products distributor, financing the acquisition of GHX by United Central.
American Securities, LLC
Acquisition of HHI Holdings LLC
Represented American Securities in its $750 million leveraged buyout of HHI Holdings, a US-based auto components supplier, focused on highly engineered forged components, hub unit bearings and engine timing systems, from KPS Capital Partners.
HgCapital LLP
Acquisition of Value Works Ltd. and Value Works E-Trade Ltd.
Advised the HgCapital Mercury Fund on its acquisition of Value Works and Value Works E-Trade, a UK-based online marketplace which combines cloud-based e-commerce technology with flexible client service to help organizations buy and sell more effectively.
American Securities, LLC
Acquisition Financing for HHI Holdings LLC
Represented American Securities in $580 million senior secured financing for its leveraged acquisition of HHI Holdings, a US-based auto components supplier, focused on highly engineered forged components, hub unit bearings and engine timing systems, from KPS Capital Partners.
Summit Partners;Access Information Holdings, LLC
Financing for Acquisition of Retrievex, Inc.
Represented Summit Partners and its portfolio company Access Information Management, the largest privately held records and information management (RIM) services provider in the US, in $220 million revolving and term facilities for Access supporting its acquisition of Retrievex, a provider of records and information management solutions.
Infogroup, Inc.
Sale of OneSource Information Services, Inc.
Represented data, research and marketing company Infogroup in its sale of OneSource Information Services to Cannondale Investments, a platform company focused on acquiring companies in data-enabled information services in partnership with GTCR, a Chicago based private equity firm.
Semper Constantia Privatbank AG
Secured Loan for Praktiker AG
Counsel to the Austrian private bank Semper Constantia in a €40 million ($51 million) secured loan for Germany-based do-it-yourself and home improvement retailer Praktiker provided by an investor group advised by Semper.
Advent International Corporation
Acquisition Financing for Serta and Simmons Bedding Company
Represented Advent International in $1.5 billion term and ABL revolving facilities for mattress manufacturer Serta and Simmons Bedding Co., supporting its acquisition by Advent, making Advent the largest manufacturer of mattresses in the US.
CCMP Capital Advisors, LLC
Acquisition Financing for Ollie’s Bargain Outlet, Inc.
Represented CCMP Capital Advisors in $300 million term and revolving facilities for Ollie’s Bargain Outlet, a retailer of closeout, surplus, and salvage merchandise, supporting CCMP's acquisition of an interest in Ollie’s through a recapitalization in partnership with current management.
CVC Capital Partners
Acquisition of Cunningham Lindsey Group Limited
Represented CVC Capital Partners in acquiring majority control of Cunningham Lindsey, a major global loss adjusting and claims management firm, from Fairfax Financial Holdings and Stone Point Capital.
DIRECTV Holdings LLC
Revolving Credit Facility
Represented DIRECTV Holdings, global provider of digital television entertainment services, in its $1.0 billion 3.5 year revolving credit facility and $1.5 billion 5 year revolving credit facility.
Vivendi, S.A.
$2 Billion Letter of Credit Facility
Represented France-based Vivendi, publisher and distributor of video games, music, audiovisual works and film content, in a 15-bank, three-year $2 billion letter of credit facility.
Capital Z Partners
Sale of Permanent General Companies, Inc. to American Family Insurance Company
Counsel to Capital Z Partners, a private equity investor, in the $239 million sale of Permanent General and its subsidiaries, a non-standard auto insurer, to American Family Insurance, a large, mutual, multiline insurer.
Berkshire Partners LLC
Acquisition of Majority Stake in Cell Tower Joint Venture in Peru
Counsel to Berkshire Partners in its acquisition of a majority interest in a joint venture with an affiliate of Torrecom Partners LLC, a developer, owner and operator of wireless infrastructure in Latin America, for the purpose of building, purchasing, operating or performing cell towers, rooftop antenna operation agreements and distributed antenna systems in Peru.
Sotheby's, Inc.
Senior Notes Offering
Counsel to Sotheby’s, one of the world’s two largest auctioneers of authenticated fine and decorative art, jewelry and collectibles, in its $300 million senior notes offering.
Yorkshire Building Society
Brass No. 2 PLC Residential Mortgage-Backed Securities Offer
Represented Barclays Bank, as arranger and joint lead manager, and Deutsche Bank, London Branch, and J.P. Morgan Securities, as joint lead managers, in a £1.7 billion ($2.8 billion) securitized debt offer by Brass No. 2 PLC. The Brass no. 2 pool, which is Yorkshire Building Society’s second UK prime RMBS transaction, consisted of UK, first lien, prime, owner-occupied mortgage loans, originated by Accord Mortgages Limited, a wholly owned, intermediary-only, mortgage lending subsidiary within the YBS Group.
Citi
Credit Facility for Coca-Cola Enterprises, Inc.
Represented Citi, as joint lead arranger and joint book manager, in a $1 billion revolving credit facility for Coca-Cola Enterprises, manufacturer, marketer and distributor of nonalcoholic beverages worldwide.
Franklin Resources, Inc.
Acquisition of Majority Stake in K2 Advisors Holdings LLC
Represented Franklin Resources, a publicly traded asset management holding company, in its acquisition of a majority stake in K2 Advisors, a leading, independent fund-of-hedge-funds manager, enhancing Franklin's alternative investments and multi-asset solutions platforms. Deal terms allow Franklin to acquire the remainder of K2 over a multi-year period beginning in 2016.
PKO Bank Polski S.A.; PKO Finance AB
Loan Participation Note Issuance
Advised PKO Bank Polski, Poland’s top bank by assets, on matters of Polish, UK and US law in connection with the issuance by its subsidiary, PKO Finance, of $1 billion in senior ten-year bonds which will be traded on the Luxembourg Stock Exchange and the proceeds of which will be used to refinance the bank’s existing financial indebtedness as well as for general corporate purposes.
Lehman Brothers Holdings Inc.
Sale of Equity Stake in Texas Office Building Portfolio
Represented Lehman Brothers, as majority stakeholder in a joint venture with real estate owner, developer and manager Thomas Properties Group, the California State Teachers' Retirement System (CalSTRS) and an unidentified offshore sovereign wealth fund, in the $859 million sale of the JV's equity interests in a portfolio of eight Class A office buildings in Austin, Texas to a JV formed by CalSTRS and Thomas Properties.
Lenovo Group Ltd.
Acquisition of Stoneware Inc.
Represented Lenovo Group (Hong Kong), the world's second-largest personal computer maker and worldwide provider of IT products and services, in its acquisition of Stoneware, provider of cloud-computing products and classroom management systems, enabling Lenovo to expand cloud-based services linked to its various devices.
Franklin Resources, Inc.
Senior Unsecured Notes Offering
Advised Franklin Resources, a global investment management organization operating as Franklin Templeton Investments, in its $600 million senior unsecured notes offering with proceeds used to redeem its outstanding 2.000% notes due 2013, to finance its acquisition of a majority stake in K2 Advisors Holdings LLC, a leading, independent fund of hedge funds manager, and for general corporate purposes.
JGD Management Corporation
Sale of Shell Vacations LLC to Wyndham Worldwide Corporation
Represented JGD Management Corporation (doing business as York Capital) in the sale of Shell Vacations and its subsidiaries, a timeshare operator with resort locations in eight US states and in Canada, to an affiliate of Wyndham, a publicly traded owner and operator of more than 7,000 hotels worldwide, in a transaction valued at $255 million (including the assumption of debt).
Perella Weinberg Partners
Acquisition of Full Control of Morgan Stanley Smith Barney Holdings LLC by Morgan Stanley & Co. LLC
Counsel to Perella Weinberg Partners, as third-party appraiser, in the agreement under which Morgan Stanley & Co. assumed full control of retail brokerage joint venture Morgan Stanley Smith Barney Holdings (MSSB), which provides brokerage and investment advisory services to individual investors and small-to-medium sized businesses and institutions, from joint venture partner Citigroup Inc. in a transaction which values MSSB at $13.5 billion.
Walgreen Company
Senior Notes Offering
Represented Goldman Sachs and Merrill Lynch, Pierce, Fenner & Smith as lead joint book-running managers in the $4.0 billion offering by Walgreen, the largest drug store chain in the US, of senior, unsecured notes supporting its strategic investment in Alliance Boots, a Switzerland-based international pharmacy-led health and beauty group.
Guggenheim Partners, LLC
Acquisition of Dick Clark Productions, Inc.
Represented investment manager Guggenheim Partners in its acquisition of Dick Clark Productions, which develops and produces television programming for television networks, first-run domestic syndicators, cable networks and advertisers, from Red Zone Capital Management Co., L.L.C.
Medicis Pharmaceutical Corporation
Sale to Valeant Pharmaceuticals International
Counsel to Medicis Pharmaceutical Corporation, a leading independent specialty pharmaceutical company focusing primarily on dermatological treatments, in its $2.6 billion sale to Valeant Pharmaceuticals International, which develops, manufactures and markets a broad range of pharmaceutical products primarily in the area of dermatology.
CCMP Capital Advisors, LLC
Acquisition of an Interest in Ollie’s Bargain Outlet
Represented CCMP Capital Advisors in its acquisition of an interest in Ollie’s Bargain Outlet, a retailer of closeout, surplus, and salvage merchandise, from SKM Equity Fund III, L.P. through a recapitalization in partnership with current management.
Trimble Navigation Limited
Acquisition of TMW Systems, Inc.
Represented Trimble Navigation, developer of GPS systems and software including surveying, mapping and marine navigation equipment, in its $335 million acquisition of TMW Systems, which develops enterprise software for transportation and logistics companies.
IAC/InterActiveCorp
Acquisition of About, Inc. from The New York Times Company
Represented IAC/InterActiveCorp in its $300 million acquisition of About, Inc., including About.com and the About.com network of topic sites, from The New York Times Company, a multimedia news and information company. IAC/InterActiveCorp is a media and Internet company comprising more than 150 brands and products, including Match.com, Ask.com, CollegeHumor and CityGrid Media.
Lehman Brothers;Archstone
Credit Facility for Archstone Property Holdings LLC and Archstone Multifamily CM LLC
Represented Lehman Brothers and its portfolio company Archstone-Smith Trust, owner, operator and developer of multifamily apartment properties, in a $500 million revolving credit facility for Archstone affiliates Archstone Property Holdings and Archstone Multifamily CM.
Raptor Consumer Partners
Minority Investment in Spartan Race
Represented Raptor Consumer Partners, the consumer private equity arm of Raptor Capital Management LP, in its minority investment in Spartan Race, the world’s leading obstacle racing series.
H&R Block, Inc.
Revolving Credit Facility
Advised H&R Block, provider of tax preparation and banking services, in connection with a $1.5 billion investment grade revolving credit facility.
PL Midstream LLC; PL Logistics LLC
Acquisition of PL Midstream by Boardwalk Pipeline Partners LP
Represented PL Midstream and its parent, PL Logistics (a portfolio company of Lindsay Goldberg), in the $625 million sale of PL Midstream, a supplier of oil and gas midstream services, to an affiliate of Boardwalk Pipeline Partners, a publicly traded owner/operator of integrated natural gas pipelines and storage systems in the US.
Getty Images Inc.
Acquisition by The Carlyle Group
Counsel to Getty Images (a portfolio company of Hellman & Friedman LLC), a leading creator and distributor of still imagery, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music, in its $3.3 billion acquisition by The Carlyle Group and management.
Teachers' Private Capital
Formation of and Investment in Hawkwood Energy LLC
Represented Teachers' Private Capital, a unit of Ontario Teachers' Pension Plan, in, together with Warburg Pincus, the formation of and an aggregate $300 million investment in, a joint venture, Hawkwood Energy, an independent oil and gas company which seeks to develop scalable oil and gas plays in known producing basins of the Rockies and Mid-Continent.
PKO Bank Polski S.A.; PKO Finance AB
Loan Participation Note Issuance
Advised PKO Bank Polski, Poland’s top bank by assets, in connection with the issuance by its subsidiary, PKO Finance, of CHF 500 million ($512 million) loan participation notes under its €3 billion programme. Listed on the SIX Swiss Exchange, the notes will finance senior and subordinated loans to PKO Bank Polski in support of its lending activities.
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.
Silver Lake Sumeru Fund, L.P.
Term and Revolving Credit Facilities for Velocity Technology Enterprises, Inc.
Represented Silver Lake Sumeru, the investment affiliate of Silver Lake Partners, in term and revolving credit facilities for Velocity Technology Enterprises, provider of hosting services for enterprise resource planning (ERP) software applications, supporting Silver Lake's acquisition of Velocity.
Advent International Corporation
Acquisition of Majority Stake in Parent of Serta and Simmons Bedding
Representing Advent International in its acquisition of a majority stake in the parent company of Serta and Simmons bedding, from Ares Management and the Ontario Teachers' Pension Plan, which will maintain sizable minority stakes in what is one of the largest mattress makers in the US.
Barclays Bank PLC;GE Capital Markets, Inc.
Term and Revolving Facilities for Van Wagner Communications, LLC
Counsel to Barclays Bank, as administrative agent, joint bookrunner and joint lead arranger, and GE Capital Markets, as joint bookrunner and joint lead arranger, in term and revolving facilities for Van Wagner Communications, provider of outdoor advertising products and services.
Goldman, Sachs & Co.
Bridge Financing for Walgreen Company's Investment in Alliance Boots GmbH
Represented Goldman Sachs, as lead arranger, in the $3.5 billion bridge financing for the strategic investment by Walgreen, the largest drug store chain in the US, in Alliance Boots, a Switzerland-based international pharmacy-led health and beauty group.
Vantiv, Inc.
Secondary Offering
Represented Vantiv (a joint venture of Advent International and Fifth Third Bank), a leading credit, debit and gift card payment processor, in a $308 million secondary offering of Vantiv common stock by Advent and an individual shareholder.
Brookfield Asset Management, Inc.; Brookfield Infrastructure Partners L.P.
Limited Partnership Unit Offering
Advised Brookfield Infrastructure Partners in its $500 million registered public offering of limited partnership units (LPUs) in the US and Canada by way of an underwritten bought deal and a concurrent private placement of LPUs with Brookfield Asset Management (BAM), allowing BAM to maintain its approximately 30% ownership of Brookfield Infrastructure after the offering.
The Estée Lauder Companies, Inc.
Senior Notes Offering
Represented The Estée Lauder Companies, manufacturer and marketer of skin care, makeup, fragrance and hair care products, in a $500 million offering of investment grade senior notes having 10- and 30-year maturities. The coupon for the 10-year maturity note set a new all-time record low for a company with an “A” rating by both Moody’s and S&P, while the coupon for the 30-year tied the all-time record low. This was the latest in a series of debt and equity offerings for this long-time client.
Thomas H. Lee Partners, L.P.;Party City Holdings Inc.;Party City Corporation
Party City Acquisition Facilities
Represented Thomas H. Lee Partners and Party City, which owns, operates, and franchises specialty party goods stores in the US and Puerto Rico, in $1.5 billion term and revolving acquisition facilities supporting Thomas H. Lee Partners' acquisition of Party City.
Advent International Corporation
Majority Stake in Connolly, Inc. and Connolly Consulting Worldwide, Inc.
Represented Advent International in its purchase of a majority stake of Connolly and Connolly Consulting Worldwide, a global recovery audit firm which recoups funds that companies and government agencies erroneously pay to suppliers, vendors and providers, from the Connolly family, with the Connolly family owners and managers retaining a minority stake.
Brookfield Asset Management Inc.
Acquisition of Verde Realty
Represented Brookfield Asset Management in the $866 million acquisition by BSREP Industrial, L.P. (a Brookfield fund) of Verde Realty, a Houston-based real estate investment trust focused on industrial distribution properties.
Connolly, LLC
Acquisition Financing
Represented Connolly (a portfolio company of Advent International Corporation), a global recovery audit firm, in $400 million first and second lien term and revolving facilities supporting its acquisition and the acquisition of Connolly Consulting Associates Worldwide LLC by Advent.
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.
OMERS Private Equity Inc.
Financing for Golf Town Canada Inc. and Golfsmith International Holdings, Inc.
Represented OMERS Private Equity in acquisition-related financing and refinancing arising from the acquisition by Golf Town Canada (a portfolio company of OMERS), which operates 61 golf-focused retail stores in Canada and the US, of US-based, publicly traded Golfsmith International Holdings, which operates 85 golf-focused retail stores.
Universal Hospital Services, Inc.
Second Lien Senior Secured Notes Offering
Counsel to Universal Hospital Services, a provider of movable medical equipment to US hospitals and other health care facilities, in its $425 million offering of second lien senior secured notes due 2020, which will fund the simultaneous cash tender offer, which Weil also handled, for Universal's outstanding $405 million second lien senior secured PIK toggle notes due 2015.
Citi
Term Loan for Beats Electronics LLC
Represented Citi, as administrative agent, in a $225 million term loan for Beats Electronics, manufacturer and distributor of audio products and equipment.
Thomas H. Lee Partners, L.P.
Acquisition Financing for Fogo de Chão Churrascaria
Counsel to Thomas H. Lee Partners in $277 million first and second lien term and revolving financing supporting its acquisition of Fogo de Chão Churrascaria, a fine dining, full-service Brazilian steakhouse chain.
Newport Television LLC
Sale of Television Stations to Cox Media Group
Represented television station operator Newport Television (a Providence Equity Partners LLC portfolio company) in the sale of 4 television stations to Cox Media Group, a broadcasting, publishing, direct marketing, and digital media business.
Newport Television LLC
Sale of Television Stations and Inergize Digital Media to Nexstar Broadcasting Group, Inc.
Represented television station owner and operator Newport Television (a Providence Equity Partners LLC portfolio company) in the sale of 12 television stations and its Inergize Digital Media operations to Nexstar Broadcasting Group and Mission Broadcasting, Inc., television broadcasting and digital media companies.
Newport Television LLC
Sale of Television Stations to Sinclair Broadcast Group Inc.
Represented television station operator Newport Television (a Providence Equity Partners LLC portfolio company) in the sale of 6 television stations and certain programming rights to television broadcasting company Sinclair Broadcast Group.
Party City Holdings Inc.
Senior Notes Offering
Represented Party City Holdings, which owns, operates and franchises specialty party goods stores in the US and Puerto Rico, in its $700 million senior notes offering, the proceeds of which were used to partially fund the acquisition of a majority stake in Party City by Thomas H. Lee Partners.
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.
Silver Lake Sumeru, L.P.
Acquisition of Velocity Technology Solutions Inc.
Represented Silver Lake Sumeru, the investment affiliate of Silver Lake Partners that focuses on the middle market, in its acquisition of cloud-based enterprise software vendor Velocity Technology Solutions, which provides hosting services for enterprise resource planning (ERP) software applications.
LHP Hospital Group, Inc.
Acquisition Financing for Mountainside Hospital
Represented LHP Hospital Group (a portfolio company of CCMP and CPP Investment Board), a company which acquires, owns, operates, and manages acute care hospitals in the US, in $375 million term and revolving facilities supporting its acquisition, via a joint venture with Hackensack University Medical Center, of Mountainside Hospital in New Jersey.
Centerbridge Partners, L.P.
Acquisition Financing for P.F. Chang’s China Bistro, Inc.
Represented Centerbridge Partners in $305 million first lien term and $75 million revolving facilities for P.F. Chang's China Bistro, a chain of almost 400 restaurants in the US, Mexico, the Middle East and Puerto Rico, supporting the take private of P.F. Chang's by Centerbridge.
General Electric Company
Sale of General Electric Capital Corporation’s Business Property Unit to EverBank
Represented General Electric Capital Corporation in the $2.51 billion sale of Business Property Lending, a commercial real estate lending business in the US, to EverBank, a federal savings association that provides various financial products and services in the US.
HgCapital; Veronis Suhler Stevenson; SHL Group Limited; SHL Management
Sale of SHL Group to The Corporate Executive Board Company
Advised HgCapital, Veronis Suhler Stevenson, management and London-based SHL Group, which helps companies with recruitment, employee development and succession planning, in the $660 million sale of SHL to The Corporate Executive Board Company, a US-based provider of business research and analysis services.
Lincare Holdings, Inc.
Acquisition by Linde AG
Represented Lincare Holdings, a US-based, publicly traded provider of respiratory therapy equipment for homes, in its $4.6 billion acquisition by Linde Group of Germany, one of the largest providers of industrial air and gas products in the world.
Abax Global Capital
Take Private of Fushi Copperweld Inc.
Represented Abax Global Capital, together with Li Fu, co-chief executive of the target, in the $364 million take private of Fushi Copperweld, a Chinese copper wire manufacturer.
Ceridian Corporation
Senior Secured Notes Offering
Represented Ceridian Corporation (a portfolio company of THL Partners), provider of payroll and human resources, employee benefits administration, workforce management and related services, in its $720 million offering of senior secured notes.
Centerbridge Partners L.P.; P.F. Chang's China Bistro, Inc.
Senior Notes Offering
Represented Centerbridge Partners in the $300 million 10.25% senior notes offering by P.F. Chang's China Bistro, a chain of almost 400 restaurants in the US, Mexico, the Middle East and Puerto Rico, supporting the take private of P.F. Chang's by Centerbridge.
Morgan Stanley Senior Funding, Inc.;Deutsche Bank Securities Inc.
Acquisition Credit Facilities for Molson Coors Brewing Company
Represented Morgan Stanley Senior Funding and Deutsche Bank Securities in $2.5 billion bridge, term and revolving credit facilities for Molson Coors, one of the world’s largest brewers, to finance, in part, Coors' acquisition of StarBev, operator of nine breweries in Central and Eastern Europe.
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.
Thomas H. Lee Partners, L.P.
Acquisition of Majority Stake in Party City Corporation
Represented Thomas H. Lee Partners in its acquisition of a majority stake in Party City, North America's largest retailer of party goods, valuing Party City at $2.69 billion, from a consortium of three private equity houses by way of a reverse triangular merger, with sponsor and management rollover. New York partner Mike Aiello was named “Dealmaker of the Week” for week ending June 8, 2012 by The AmLaw Daily for his lead role on this transaction.
Providence Equity Partners LLC
Acquisition of Q9 Networks Inc.
Represented Providence Equity Partners, as part of an investor group comprising Ontario Teachers’ Pension Plan, Madison Dearborn Partners LLC, and BCE Inc., in the group's C$1.1 billion (US$1.1 billion) acquisition of Q9 Networks, Canadian provider of outsourced data center solutions for organizations with mission-critical IT operations.
Thomas H. Lee Partners, L.P.
Acquisition of Brazilian Restaurant Chain Fogo de Chão Churrascaria (Holdings), LLC
Advised Thomas H. Lee Partners in its $400 million acquisition of Fogo de Chão Churrascaria, a fine dining, full-service Brazilian steakhouse chain, with 18 locations in the US and 7 in Brazil, from GP Investments, Ltd., a leading alternative asset investment firm in Latin America.
Silver Lake Partners, LLP
Acquisition of Global Blue SA
Represented Silver Lake Partners in, together with Swiss-based Partners Group Holding, the €1.0 billion ($1.3 billion) acquisition of Global Blue, an international provider of travel-related payment services, from investment firm Equistone Partners Europe.
General Electric Capital Corporation
Investment in The EBX Group
Advised General Electric in its $300 million investment (for a 0.8% stake represented by preferred securities) in The EBX Group, an industrial conglomerate based in Brazil which is privately owned by Eike Batista and which develops and manages business activities in mining, logistics, oil and gas, real estate, energy, renewable resources and entertainment sectors.
Access Industries Inc.
Leveraged Buyout of Clal Industries and Investments Ltd.
Advised US-based industrial conglomerate Access Industries in its leveraged buyout of Israel-based, publicly traded conglomerate Clal Industries and Investments from IDB Development Corporation Ltd., a holding company that invests in leading companies in various sectors of the Israeli economy.
AMC Entertainment Inc.
Sale to Dalian Wanda Group to Dalian Wanda Group Co., Ltd.
Represented AMC Entertainment Holdings (AMC), the second-largest theater chain in the US and Canada, and its controlling shareholders (Apollo Global Management, Bain Capital, Carlyle Group, CCMP Capital Advisors and Spectrum Equity Investors) in its approximately $2.6 billion sale to Dalian Wanda Group Co., a leading Chinese private conglomerate and China’s largest investor in cultural and entertainment activities, creating the world’s largest theater chain.
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.
Gracechurch Card Programme Funding plc
Gracechurch Card Programme Funding 2012-3 Securitized Debt Offers
Represented Barclays Bank PLC, as lead manager, and RBC Capital Markets, LLC and The Toronto-Dominion Bank, as co-managers, in $600 million and £67 million (total $707 million) securitized debt offers, backed by receivables on consumer credit and charge card accounts originated or acquired in the UK by Barclays acting through its Barclaycard division, by Gracechurch Card Programme Funding.
GDF SUEZ SA
Bid for Open Grid Europe GmbH
Advised France-based GDF SUEZ, the world's second-largest utility and the world's largest liquefied natural gas company, as part of a bidder consortium, on its bid for Open Grid Europe, the gas distribution network and subsidiary of E.ON AG, one of the world's largest investor-owned power and gas companies.
GE Capital Equity Investments Inc.
Sale of Minority Stake in Oxford Aviation Academy to CAE
Advised GE Capital Equity Investments on the sale of its minority shareholding in Oxford Aviation Academy, a Luxembourg-based provider of aviation training and crew sourcing services, to CAE, provider of integrated aviation training and resourcing services. GE Capital was joined in the $314 million sale by majority shareholder STAR Capital Partners.
Providence Equity Partners LLC
Sale of Decision Resources, Inc.
Represented Providence Equity Partners and other stockholders in the sale of healthcare information provider Decision Resources to Piramal Healthcare Limited, a public company listed on the Bombay Stock Exchange and one of the largest pharmaceutical custom manufacturing companies in the world. The purchase price was approximately $635 million.
Avista Capital Partners
Acquisition of Top-Co Inc.
Represented Avista Capital Partners in its acquisition of Top-Co, a designer and manufacturer of specialized casing cementing products used in the drilling and completion of oil, natural gas and geothermal wells.
OMERS Private Equity Inc.; Golf Town Canada, Inc.
Acquisition of Golfsmith International Holdings, Inc.
Represented Golf Town Canada (a portfolio company of OMERS Private Equity), which operates 61 golf-focused retail stores in Canada and the US, in its acquisition of US-based, publicly traded Golfsmith International Holdings, creating the largest golf-focused specialty retailer in the world.
Edwards Group Limited
Initial Public Offering
Counsel to Edwards Group, an industrial technology company which manufactures and sells vacuum products and abatement systems, in its initial public offering of American Depositary Shares (ADS) on the NASDAQ Global Sector Market. In a complex series of transactions involving a scheme of arrangement, a new holding company acquired the existing Edwards Group, and shares in the holding company were offered to the public in the US. ADSs representing the ordinary shares were listed on NASDAQ.
General Electric Company
Minority Stake in China XD Electric Co. Ltd.
Represented General Electric Company in its $535 million acquisition of a 15% stake in China XD Electric Co., one of China's largest primary equipment providers, as part of a partnership to deliver a full line of electric transmission and distribution (T&D) and grid automation solutions to customers around the world.
Lion Capital Partners LLP
Sale of Majority Stake in Weetabix
Represented Lion Capital Partners in its sale of a majority stake in UK-based breakfast cereal manufacturer The Weetabix Food Company to China-based food conglomerate Bright Food (Group) Co. Ltd. This was the largest overseas acquisition at the time by a Chinese company in the food and drinks sector.
Centerbridge Partners, L.P.
Take Private of P.F. Chang's China Bistro Inc.
Represented Centerbridge Partners in its $1.1 billion take private of P.F. Chang's China Bistro, a chain of almost 400 restaurants in the US, Mexico, the Middle East and Puerto Rico.
CCMP Capital Advisors LLC;Milacron LLC
Acquisition Financing for Milacron LLC
Represented CCMP Capital Advisors and Milacron (a portfolio company of CCMP), a manufacturer, distributor, servicer and seller of equipment and products used in the plastics processing machinery industry, in an asset-based revolving facility to finance a portion of the acquisition of Milacron by CCMP.
General Growth Properties, Inc.
Revolving Facility
Counsel to General Growth Properties, a publicly traded REIT that owns, develops, and operates regional shopping malls across the US, in a $1 billion revolving facility for GGP Limited Partnership and related entities.
Wells Fargo Securities, LLC;Wells Fargo Bank, N.A.
Amendment and Extension of Revolving Credit Facility for Boardwalk Pipelines
Counsel to Wells Fargo Securities, as joint lead arranger and joint bookrunner, and Wells Fargo Bank, as administrative agent, in an amendment and extension of a $1.0 billion revolving credit facility for Boardwalk Pipelines, LP.
Molson Coors Brewing Company
Senior Notes Offering
Advised the underwriters in a $1.9 billion senior notes offering by Molson Coors Brewing Company, a leading global brewer, providing a portion of the consideration for Molson Coors' €2.7 billion acquisition of StarBev Holdings S.a.r.l.
Trimble Navigation Limited
Acquisition of SketchUp 3D
Counsel to Trimble Navigation, developer of positioning systems (GPS technology), in the acquisition of Google's SketchUp 3D, a modeling tool for designing, modeling and visualizing projects.
Prudential Short Duration High Yield Fund, Inc.
Initial Public Offering
Represented Morgan Stanley & Co., Citi, Merrill Lynch, Pierce, Fenner & Smith, Wells Fargo Securities, and Raymond James & Associates, as underwriters, in the initial public offering of Prudential Short Duration High Yield Fund, Inc., a diversified, closed-end management investment company.
Barclays Bank PLC
Credit Facilities for Press Ganey Associates, Inc.
Represented Barclays Bank, as agent, joint bookrunner and joint lead arranger, in $470 million first and second lien, revolving and term credit facilities for Press Ganey Associates, provider of health care performance improvement solutions for hospitals, medical practices, and outpatient and home care settings.
CCMP Capital Advisors, LLC; Milacron LLC
Senior Secured Notes Offering
Represented CCMP Capital Advisors in a $275 million senior secured notes offering by Milacron, a manufacturer, distributor, servicer and seller of equipment and products used in the plastics processing machinery industry, with proceeds to support the acquisition of Milacron by CCMP.
Summit Ventures
Acquisition of Help/Systems, LLC
Represented Summit Partners in its acquisition of Help/Systems, a provider of data center automation, security and business intelligence solutions for IBM i, Unix, Linux and Windows operating systems, from private equity fund Audax Group.
Gemgarto 2012-1 plc
Residential Mortgage Backed Securities Offer
Represented Barclays Bank, as lead manager, in a £247 million ($391 million) securitized debt offer, backed primarily by loans and mortgages over loans and mortgages in a prime residential mortgages portfolio originated by Investec Bank plc.
Summit Partners;Help/Systems, LLC
Acquisition Financing
Advised Summit Partners and its portfolio company Help/Systems, a provider of data center automation, security and business intelligence solutions for IBM i, Unix, Linux and Windows operating systems, in $200 million acquisition financing supporting Summit's acquisition of Help/Systems.
KRKA d.d., Novo mesto
Dual-Listing on the Warsaw Stock Exchange
Advised the managers in the dual-listing on the Warsaw Stock Exchange of shares in KRKA d.d., Novo mesto, one of the world’s leading generic pharmaceutical producers (shares were already listed on the Ljubljana Stock Exchange).
Earth Fare, Inc.
Acquisition by Oak Hill Capital Partners
Counsel to Earth Fare (a portfolio company of Monitor Clipper Partners), a natural and organic grocery store chain, in its secondary buyout by Oak Hill Capital Partners, with Monitor Clipper and Earth Fare management retaining equity interests.
Magnetar Capital Partners
Acquisition of an Interest in Oil and Gas Acreage and Production from Chesapeake Energy Corporation
Counsel to Magnetar Capital, as a member of an investment group, in the group's $1.25 billion purchase of preferred shares of a newly formed unrestricted, non-guarantor consolidated Chesapeake Energy subsidiary, which was formed to own and develop oil and gas producing acreage in Oklahoma, and an overriding royalty interest in the first 1,000 new net wells to be drilled on its leasehold acreage.
Penarth Master Issuer plc
Penarth 2012-1 Credit Card Securitization Offer
Represented Lloyds TSB Bank, Merrill Lynch International, Merrill Lynch, Pierce, Fenner and Smith, and Morgan Stanley & Co., as joint lead managers, and Lloyds Securities, as co-manager, in a $750 million securitized debt offer by Penarth Master Issuer plc, which is backed by receivables on consumer credit and charge card accounts originated or acquired in the UK by Lloyds TSB Bank plc or Bank of Scotland plc.
Morgan Stanley
Molson Coors Brewing Company's Acquisition of StarBev L.P.
Counsel to Morgan Stanley, financial advisor and lead investment banker to Molson Coors, one of the world’s largest brewers, in connection with Coors' €2.65 billion acquisition of Amsterdam-based StarBev (a portfolio company of CVC Capital Partners Limited), which operates nine breweries in Central and Eastern Europe.
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. more
Brazos Investment Partners, L.P.
Senior Credit Facilities for Road Infrastructure Investment, LLC
Advised Brazos Investment Partners in $405 million first and second lien term and revolving senior credit facilities for Road Infrastructure Investment, one of the world’s largest makers of pavement markers and road repair equipment formed by the merger of Ennis Paint, Inc. and Flint Trading, Inc. (both portfolio companies of Brazos), which will be used to repay the separate outstanding facilities of Ennis and Flint and to fund the combined business’ working capital needs.
CCMP Capital Advisors, LLC
Acquisition of Milacron LLC
Represented private equity firm CCMP Capital Advisors in its acquisition of global plastics processing equipment supplier and manufacturer Milacron from Avenue Capital Group.
Macquarie Capital (USA) Inc.
Term and Multicurrency Revolving Facilities for Sonneborn, LLC
Represented Macquarie Capital (USA) as joint bookrunner/book manager and joint lead arranger in $270 million term and multicurrency revolving facilities for Sonneborn, maker of high-purity specialty hydrocarbons for use in medical and personal products, to finance the acquisition of Sonneborn and related companies by One Equity Partners from Sun Capital Partners.
Reverse Logistics GmbH
Sale of Stake in Vfw GmbH to Reclay Holding GmbH
Advised Reverse Logistics (a portfolio company of financial investor Monitor Clipper Partners), which operates take-back systems for products, components and materials, on the sale of its stake in German waste return systems specialist Vfw to Reclay Holding and the related combination of the business divisions of both companies in which Reverse Logistics became a minority shareholder of Reclay Holding.
Strategic Value Partners (Deutschland) GmbH; Oak Hill Advisors (Europe) LLP
Complex Cross-Border Debt Restructuring
Advised Strategic Value Partners and Oak Hill Advisors with respect to the complex cross-border €1.6 billion ($2.1 billion) debt restructuring of Pfleiderer AG, a publicly traded (now privately owned) Germany-based manufacturer of particle boards and laminated flooring products; the first large case to apply the German 2012 revised insolvency regime (ESUG) and its debt-to-equity swap features.
CEZ, a. s.
$1 Billion Yankee Bond Offering
International counsel to CEZ, the largest electricity generation and distribution company and one of the largest companies in the Czech Republic, on its $1 billion Yankee bond offering, CEZ’s first offering into the US market since 1997.
Lindsay Goldberg;PL Propylene LLC
Term and Revolving Facilities for PL Propylene
Represented PL Propylene (a portfolio company of Lindsay Goldberg), owner and operator of a propane dehydrogenation facility for the production of chemical grade and polymer grade propylene, in $470 million term and revolving credit facilities.
Special Committee of the Board of Directors of Continental Resources, Inc.
Acquisition of Oil Assets of Wheatland Oil, Inc.
Counsel to the Special Committee of the Board of Directors of Continental Resources, an oil and natural gas exploration and production company, in Continental's acquisition of the oil assets of Wheatland Oil, adding to Continental's holdings in the Bakken shale field of North Dakota and Montana.
Vantiv, LLC
Senior Secured Credit Facility
Represented card payment processor Vantiv (a joint venture of Advent International and Fifth Third Bank), which had just completed an initial public offering, in a $1.5 billion senior secured credit facility.
Funds Managed and/or Advised by CBPE Capital LLP
Minority Investment in JTC Group Limited
Counsel to funds managed and/or advised by CBPE Capital in their minority investment in JTC Group, a Jersey-based independent provider of private wealth, corporate, employee benefit and fund administration services.
Vantiv, Inc.
Initial Public Offering
Represented Vantiv (a joint venture of Advent International and Fifth Third Bank), a leading credit, debit and gift card payment processor, in its $575 million initial public offering, with proceeds used to repay a portion of its senior secured credit facilities.
AK Steel Corporation
Senior Notes Offering
Represented flat-rolled steel and stainless steel producer AK Steel, in its $300 million public offering of 8.375% senior notes due 2022.
Barclays Capital
$1 Billion Bridge Term Loan for Kellogg Company
Counsel to Barclays Capital, as sole lead arranger and sole bookrunner, in a $1 billion bridge term loan for Kellogg Company, a major producer of cereal, snacks and frozen food, in connection with Kellogg's $2.7 billion acquisition of Procter & Gamble's Pringles snack business.
Sanofi
Acquisition of Pluromed, Inc.
Counsel to Sanofi, a listed France-based pharmaceuticals company, in its acquisition of Pluromed, a US-based maker of polymer inserts for medical procedures, adding to Sanofi's biosurgery offerings.
Asurion, LLC
First and Second Lien Incremental Term Loans
Represented Asurion in $610 million first lien incremental and $300 million second lien incremental term loan facilities to refinance debt of its subsidiary, N.E.W. Holdings I, LLC, provider of extended service contracts and buyer protection plans in the mobile handset business.
Brookfield Asset Management Inc.
Joint Venture with Hillwood Development Corp.
Represented Brookfield Asset Management, an asset management company focusing on power, property and infrastructure assets, in its $400 million joint venture with Hillwood Development, a Dallas-based owner, developer and manager of mixed-use commercial and residential real estate, to acquire and develop US industrial properties.
TI Group Automotive Systems, L.L.C.
Term and Amended and Restated Revolving Credit Facilities
Represented TI Group Automotive Systems, manufacturer of automotive fluid storage, carrying and delivery systems, in $650 million credit facilities ($550 million term loan and $100 million revolving loan).
Genworth Financial, Inc.
Senior Notes Offering
Represented Genworth Financial in its $350 million public offering of senior notes as an add-on to its senior notes due 2021.
Archipelago Learning, Inc.
Acquisition by PLATO Learning, Inc.
Counsel to Archipelago Learning, a publicly traded, subscription-based, software-as-a-service provider of education products, in its $291 million acquisition by PLATO Learning (a portfolio company of Thoma Bravo, LLC), which provides online educational solutions for kindergarten through adult learners.
DIRECTV
Investment Grade Bond Offering
Counsel to DIRECTV, provider of digital television entertainment primarily in the US and Latin America, in its $4 billion investment grade bond offering.
Gracechurch Card Programme Funding plc
Gracechurch Card Programme Funding 2012-1
Represented Barclays Bank and J.P. Morgan Securities, as lead managers, and The Toronto-Dominion Bank, as co-manager, in €500 million, $450 million and £123.5 million securitized debt offers, backed by receivables on consumer credit and charge card accounts originated or acquired in the UK by Barclays Bank acting through its Barclaycard division.
NEW Asurion Corporation;Lonestar Intermediate Super Holdings, LLC
$1 Billion Unsecured Term Loan
Represented NEW Asurion Corporation, provider of extended service contracts for retailers in the mobile handset business and other consumer oriented companies, in a $1 billion unsecured term loan through its subsidiary, Lonestar Intermediate Super Holdings.
Thomson Reuters Corporation
Sale of PORTIA Business to SS&C Technologies Holdings, Inc.
Represented Thomson Reuters, a global media and information firm, in the $170 million sale of its PORTIA business, a middle-to-back office asset management platform, to SS&C Technologies, a global provider of financial services software and software-enabled services.
Bank Zachodni WBK S.A. (BZ WBK S.A.)
Acquisition of Kredyt Bank S.A.
Advised Bank Zachodni WBK S.A. (BZ WBK S.A.), a subsidiary of Spain’s Banco Santander S.A., in its approximately PLN 4.5 billion (US$1.5 billion) merger with Kredyt Bank, which provides a range of banking products and services to retail and corporate customers, primarily in Poland.
General Atlantic FNZ (Bermuda), L.P.
Acquisition of Kiwi Holdco CayCo, Ltd.
Represented private equity firm General Atlantic FNZ (Bermuda) in its acquisition of Cayman Islands-based financial services firm Kiwi Holdco CayCo, Ltd. from H.I.G. Europe – FNZ, Ltd., Kiwi CayLP, L.P. and certain individuals.
TZP Group LLC
Revolving Facility for TZP Capital Partners I, L.P.
Counsel to TZP Group, a private equity firm specializing in lower middle market and accretive acquisition investments, in a revolving facility for its fund, TZP Capital Partners I.
Kinder Morgan, Inc.
Sale of El Paso Corporation's Exploration & Production Business
Represented Kinder Morgan, buyer of El Paso Corporation, owner of North America’s largest interstate natural gas pipeline system and one of North America’s largest independent exploration and production companies, in causing El Paso to sell its exploration and production business, EP Energy Corporation, for approximately $7.15 billion to affiliates of Apollo Global Management, LLC and Riverstone Holdings, LLC, who are joined by Access Industries, Inc. and other parties.
BlackBrush TexStar LP; TexStar Midstream Services, LP
Joint Venture with TEAK Midstream, L.L.C.
Represented TexStar Midstream Services, a provider of midstream oil and gas services including gathering, treating and processing, in TexStar's $150 million 50/50 joint venture with TEAK Midstream, including negotiation of the joint venture agreement as well as a natural gas pipeline construction agreement, operating agreement, capacity lease agreements and other natural gas transportation-related agreements.
CCMP Capital Advisors, LLC
Investment in Spanish Airline Volotea
Counsel to CCMP Capital Advisors on its investment in Volotea, a Spanish low cost airline established by Spain-based Alaeo S.L.
Brazos Investment Partners, L.P.
Consolidation of Ennis Paint, Inc. and Flint Trading Inc.
Counsel to Brazos Investment Partners on the consolidation of its portfolio companies, Ennis Paint, which manufactures pavement marking materials and traffic safety products, and Flint Trading, which manufactures preformed thermoplastic pavement markings, creating the leading global provider of pavement marking materials.
Generac Power Systems, Inc.;Generac Acquisition Corp.
Revolving and Term Loan Facilities
Represented Generac Power Systems, manufacturer of standby power products, in its $725 million revolving and term loan facilities.
Guggenheim Partners
Term Facility for Guggenheim Life and Annuity Company
Counsel to Guggenheim Partners in a $400 million term facility for Guggenheim Life and Annuity Company, US-based provider of accident and health insurance services.
Ceridian Corporation
Acquisition of Dayforce Corporation
Represented Ceridian, a global provider of human resources, payroll, benefits, tax filing, recruiting, workforce management software and payment solutions, in its acquisition of Canada-based Dayforce, a developer of advanced human capital management (HCM) software and solutions.
Fidelity National Financial, Inc.
Acquisition of O'Charley's, Inc.
Represented Fidelity National Financial, provider of title insurance, specialty insurance and claims management services, in its acquisition via tender offer of all of the stock it does not already own of O'Charley's, a publicly listed owner and operator of 340 full-service, casual-dining restaurants under the O’Charley’s, Ninety Nine, and Stoney River trade names.
LHP Hospital Group, Inc.
Acquisition of Mountainside Hospital
Advised LHP Hospital Group (a portfolio company of CCMP and CPP Investment Board), a company which acquires, owns, operates, and manages acute care hospitals in the US, in its acquisition, via a joint venture with Hackensack University Medical Center, of Mountainside Hospital in Montclair, NJ, a for-profit hospital.
Tyco Electronics Group S.A.
Senior Notes Offering
Represented TE Connectivity, a leading global provider of engineered electronic components, network solutions, specialty products, and subsea communication systems, as guarantor, in a $750 million senior notes offering by Tyco Electronics Group.
Univision Communications Inc.
Senior Secured Notes Offering
Represented Univision Communications, a major Spanish-language broadcaster operating in the US market, in its $600 million offering of senior secured notes, with proceeds to repay a portion of borrowings under its senior secured term loan facilities.
Focus Financial Partners, LLC;Summit Partners, L.P.
Revolving Credit Facility for Focus Financial Partners
Represented Focus Financial Partners, a provider of wealth management, benefit, and investment consulting services to individuals, families, employers, and institutions, and its sponsor, Summit Partners, in a $220 million revolving credit facility for Focus Financial.
2264891 Ontario Limited; Century Focused Fund III, L.P.
Acquisition of BroadStreet Capital Partners, Inc.
Represented a subsidiary of Ontario Teachers’ Pension Plan Board and Century Focused Fund III in their acquisition of BroadStreet Capital Partners, a holding company that invests in independent insurance agencies and that ranks, by revenue, among the top insurance agencies in the US.
Eli Lilly and Company; Elanco
Acquisition of ChemGen Corp.
Represented publicly listed Eli Lilly and Company, a major US pharmaceuticals firm, and Elanco, its animal health division, in the acquisition of ChemGen, a privately held bioscience company specializing in the development and commercialization of innovative feed enzyme products for poultry and livestock.
The Management Team of Quilter & Co. Limited
Acquisition of Minority Stake in Quilter & Co.
Counsel to the management team of investment manager Quilter & Co. Limited, in, together with majority stakeholder Bridgepoint Capital, the buyout of Quilter from Morgan Stanley Smith Barney.
The Reader's Digest Association, Inc.; Allrecipes.com, Inc.
Sale of Allrecipes.com to Meredith Corporation
Counsel to media and direct marketing company The Reader's Digest Association and its subsidiary, Allrecipes.com, the world's most-visited food site, in the $175 million sale of Allrecipes.com to Meredith Corporation, a publicly traded media and marketing company.
Lehman Brothers Holdings Inc.
Purchase of Additional Stake in Archstone-Smith Trust
Represented Lehman Brothers Holdings in its purchase of a $1.325 billion stake in Archstone, a privately held owner, operator and developer of multifamily apartment properties, from affiliates of Bank of America Corp and Barclays Plc, raising Lehman's stake in Archstone from 47 to 73.5%.
TowerBrook Capital Partners
Acquisition of Volution Group Limited (Vent-Axia)
Represented TowerBrook Capital Partners in its leveraged buyout of Volution Group, holding company for Vent-Axia, manufacturer and marketer of fans, air conditioners and accessories for household, commercial and industrial ventilation, from AAC Capital UK.
Symantec Corporation
Acquisition of LiveOffice Holdings LLC
Represented Symantec Corporation, provider of security, storage and systems management software, in its $115 million acquisition of email archiving, e-discovery, and data protection provider LiveOffice Holdings from Summit Partners and LiveOffice management.
Presidio Holdings, Inc.
Acquisition of BlueWater Communications Group
Counsel to Presidio (an American Securities portfolio company), which provides professional and managed services for advanced IT solutions, in its acquisition of BlueWater Communications Group, provider of information technology infrastructure and communication solutions to companies, creating one of the largest advanced IT solution providers in the US.
General Growth Properties, Inc.; Rouse Properties, Inc.
Spinoff of Rouse
Counsel to General Growth Properties (GGP), the second-largest US mall owner, and its subsidiary, Rouse Properties, in GGP's spinoff to its shareholders of 100% of the voting stock of Rouse. A newly formed REIT that holds a portfolio of 30 retail properties previously owned by GGP, Rouse became an independent corporation listed on the New York Stock Exchange.
Rouse Properties, Inc.
Revolving Credit Facility
Counsel to Rouse Properties, US regional mall owner and manager, in a $100 million revolving credit facility supporting it as an independent, publicly traded REIT following its spinoff from General Growth Properties.
Guggenheim Partners LLC; Claymore Canada
Sale of Claymore Canada to BlackRock Inc.
Represented Guggenheim Partners, a privately owned investment manager, in its sale of Claymore Canada, which had approximately $6.9 billion of assets under management and was the second-biggest sponsor of exchange-traded funds (ETFs) in Canada, to BlackRock, the world’s largest asset manager.
Sanofi
Investment in Warp Drive Bio
Represented Sanofi, a listed France-based pharmaceuticals company, in its investment in Warp Drive Bio, a start-up focusing on proprietary genomic technology to discover drugs of natural origin. Sanofi invested along with Third Rock Ventures, a Boston based venture capital firm focused on life science companies and Greylock Partners, based in Menlo Park. As part of the transaction, Sanofi will give Warp Drive Bio access to its strains library and natural product expertise and will be granted certain access rights to Warp Drive Bio's technology and products.
Avista Capital Partners; BioReliance Holdings, Inc.
Sale of BioReliance to Sigma-Aldrich Corporation
Represented Avista Capital Partners and its portfolio company BioReliance, provider of biologic testing, specialized toxicology and animal health services to the pharmaceutical and biopharmaceutical industries, in the $350 million sale of BioReliance to Sigma-Aldrich, publicly listed producer of chemical and biochemical products used in scientific research, biotechnology and pharmaceutical development.
Snow Phipps Group, LLC;APC Workforce Solutions, LLC
Acquisition Financing
Represented Snow Phipps Group and its portfolio company APC Workforce Solutions (d/b/a ZeroChaos, Inc.) in asset-backed term and revolving credit facilities to finance the acquisition of WorkforceLogic, a workforce management company, by ZeroChaos.
Genstar Capital Partners V, L.P.
Term Refinancing Facility
Represented private equity fund Genstar Capital Partners V in a term credit facility for refinancing through the end of the fund's investment period.
American Securities;AZ Chem US Inc.
Term and Revolving Facilities for AZ Chem US
Represented leading biorefiner of pine chemicals, AZ Chem US, and its sponsor, American Securities, in $610 million term and revolving facilities for AZ with proceeds to be used, among other things, to finance a dividend recapitalization.
C. R. Bard, Inc.
Acquisition of Lutonix
Represented listed medical device maker C. R. Bard in its $325 million acquisition of Lutonix, a medical device start-up company which develops and commercializes drug coated balloon catheters for treatment of vascular disease.
Stone Tower Capital LLC
Acquisition by Apollo Global Management LLC
Counsel to Stone Tower Capital, which has approximately $17 billion in alternative credit assets under management, in its acquisition by publicly listed Apollo Global Management, which specializes in private equity, credit-oriented capital markets, and real estate funds.
Willis Group Holdings
Credit Facility for Trinity Acquisition
Represented Willis Group Holdings, insurance broker, risk manager, and provider of financial and human resource consulting and actuarial services, in an $800 million financing for its subsidiary, Trinity Acquisition, enabling Trinity to repay certain existing debt.
Magellan Health Services, Inc.;Magellan Behavioral Health, Inc.
Revolving Credit Facility for Magellan Behavioral Health
Represented Magellan Behavioral Health, a subsidiary of Magellan Health Services, provider of managed mental health and substance abuse services and employee assistance/work-life programs, in a $230 million revolving credit facility.
Anvita, Inc
Acquisition by Humana, Inc.
Represented US-based healthcare analytics company Anvita Health in its acquisition by Humana, a public company which markets and administers health insurance.
Leucadia National Corporation
Acquisition of National Beef Packing Company
Represented Leucadia National Corporation as counsel in Leucadia's $868 million acquisition of National Beef Packing Company, which processes and markets fresh beef, case-ready beef, beef by-products and wet-blue leather for domestic and international markets, from U.S. Premium Beef, a producer-owned beef marketing company, and certain other entities.
Technology Crossover Ventures
Minority Stake in Sitecore Corporation A/S
Represented Technology Crossover Ventures in its acquisition of a minority stake in Denmark-based Sitecore Corporation, designer and developer of Web content management and portal software.
Falconhead Capital LLC
Acquisition of Rita's Water Ice Franchise Company, LLC
Advised Water Ice Investment (an affiliate of Falconhead Capital) in its acquisition of Rita's Water Ice Franchise Company, a US-based operator and franchisor of over 500 Italian ice stores.
Susser Holdings Corporation
Follow-on Offering and Secondary Sale of Common Stock
Represented convenience store and gas station owner/operator Susser Holdings in a $76 million follow-on offering of common stock and in a $171.5 million secondary sale of its common stock by Wellspring Capital Partners III, L.P. and Stripes Holdings, L.P.
Advent International Corporation
LBO of Morrison Supply Company
Represented Advent International in its leveraged buyout of Morrison Supply, the fourth largest distributor of plumbing and HVAC supplies in the US.
Falconhead Capital LLC
Acquisition Financing for Rita’s Water Ice Franchise Company
Represented Falconhead Capital in term and revolving financing for Rita’s Water Ice Franchise Company, an operator and franchisor of over 500 Italian ice stores, supporting Falconhead's acquisition of Rita's.
MSC Holdings, Inc.
Acquisition Financing for Morrison Supply
Represented MSC Holdings (a portfolio company of Advent International Corporation and the holding company for Morrison Supply, the fourth largest distributor of plumbing and HVAC supplies in the US) in an asset-based revolving financing supporting Advent's acquisition of Morrison.
Newport Television LLC
Sale of KVOS-TV to OTA Broadcasting LLC
Represented television station operator Newport Television (a portfolio company of Providence Equity Partners LLC) in the sale of Seattle-based television station KVOS to television station operator OTA Broadcasting.
Tasti D-Lite LLC
Acquisition of Planet Smoothie LLC
Represented Tasti D-Lite (a portfolio company of Snow Phipps Group), a lower-calorie frozen dessert chain with 170 US locations, in its acquisition of Planet Smoothie, a national franchisor and consumer products business which sells smoothies and all-natural snacks, from quick service restaurant franchisor/operator Petrus Brands.
Dallas Stars, LP
Sale of Dallas Stars Hockey Club
Represented Dallas Stars, LP, Dallas Arena, StarCenters and Dallas Stars U.S. Holdings Corp. in the sale of the Dallas Stars National Hockey League Club and all its hockey-related assets to Dallas Sports & Entertainment, DSE Hockey Club, and DSE Hockey Centers, entities owned by Vancouver-based businessman Tom Gagliardi and family, following a court-approved auction as part of a prepackaged voluntary chapter 11 plan.
Medicis Pharmaceutical Corporation
Acquisition of the Assets of Graceway Pharmaceuticals, LLC
Represented US-based Medicis Pharmaceutical Corporation, a leading publicly traded dermatological and aesthetic pharmaceutical company, in its $455 million acquisition via a Section 363 auction of substantially all of the assets of Graceway Pharmaceuticals, provider of dermatology, respiratory, and women's health products.
ZeroChaos, Inc.
Acquisition of WorkforceLogic, LLC
Represented ZeroChaos (a portfolio company of Snow Phipps Group, LLC), provider of managed workforce, risk management solutions, and payroll services in the US, Canada, and Europe, in its acquisition of WorkforceLogic, a workforce management company.
Lloyds Bank Corporate Markets; BofA Merrill Lynch; Citi; Lloyds Securities; Natixis
Penarth Credit Card Receivables Securitization Offer
Represented the joint lead managers, co-managers and swap counterparty in a $600 million securitized debt offer under Penarth 2011-2, the UK credit card ABS from Bank of Scotland plc.
Mubadala Development Company
Acquisition of EMI Music Publishing
Counsel to Mubadala Development Company, a strategic investment arm of the Abu Dhabi Government, as a member of the consortium including the Sony Corporation, in the consortium's $2.2 billion acquisition of EMI Music Publishing, the music publishing arm of EMI, the fourth-largest family of labels in the recording industry.
Barclays Capital; Lloyds Bank Corporate Markets
Gracechurch Mortgage Financing PLC – Series 2011-1
Represented Barclays Capital and Lloyds Bank Corporate Markets as joint lead managers in a $5.9 billion mastertrust securitisation, with issues in US dollars, pounds sterling and eurodollars, of receivables on residential mortgages originated or acquired in the UK by Barclays Bank.
Macquarie Capital (USA) Inc.
Acquisition Financing for Fidelity National Insurance Services, LLC
Represented Macquarie Capital (USA) as sole lead arranger in financing for Fidelity National Insurance Services in connection with its acquisition and the acquisition of Fidelity National Indemnity Insurance Company by WRM America Holding Company.
Lehman Brothers
Acquisition of DHS Holdings
Represented Lehman Brothers in its acquisition of a majority stake in DHS Holdings, provider of commercial oil and gas drilling rigs, in partial settlement of debts owed by DHS to Lehman Commercial Paper.
Syndicate of Lenders
Dollar & Euro Revolving Facilities for CSLB and CSL
Represented Bank of America, Citi, Commerzbank London Branch, Deutsche Bank London Branch, HSBC Bank USA, HSBC Bank Plc, and Wells Fargo Bank in $430 and €155 revolving facilities for US and UK biopharmaceutical companies CSLB Holdings and CSL UK Holdings.
Presidio, Inc.
Acquisition of INX
Counsel to Presidio (an American Securities portfolio company), which provides professional and managed services for advanced IT solutions, in its acquisition of publicly traded INX, provider of IP based unified communications and data center/cloud infrastructure solutions for enterprise organizations, and obtaining incremental senior bank financing by Presidio to facilitate the acquisition, creating one of the largest US providers of advanced IT solutions.
C. R. Bard, Inc.
Acquisition of Medivance, Inc.
Represented C. R. Bard, medical equipment maker specializing in the manufacture of vascular, urology, oncology, and surgical specialty products, in its $250 million acquisition of US-based Medivance, a developer of therapeutic hypothermia technologies.
HiT Entertainment Limited
Sale to Mattel, Inc.
Represented HiT Entertainment, the UK-based company behind popular pre-school brands including Thomas & Friends™ and Bob the Builder™, in its $680 million sale to Mattel, a maker of children's toys, by an entity majority-owned by funds managed by Apax Partners, LLP and its affiliates.
OMERS Private Equity Inc.
Acquisition of Great Expressions Dental Company
Represented OMERS Private Equity in its acquisition of GEDC Super Holdings (Great Expressions Dental Company), provider of dental care services in the US with 151 locations in Florida, Georgia, Michigan and Ohio, from Audax Private Equity.
OMERS Private Equity Inc.;ADG, LLC
Acquisition Financing for Great Expressions Dental Company
Represented OMERS Private Equity and ADG in $213.75 million financing supporting OMERS' acquisition of Great Expressions Dental Company, provider of dental care services at 151 US locations.
Kinder Morgan, Inc.
Acquisition of El Paso Corporation
Represented pipeline transportation and energy storage company Kinder Morgan in its $38 billion acquisition of El Paso Corporation, owner of North America’s most extensive interstate natural gas pipeline system and one of North America’s biggest independent exploration and production companies, creating one of the largest energy companies in the world.
Maxim Integrated Products, Inc.
Revolving Credit Facility
Counsel to Maxim Integrated Products, Inc., maker of highly integrated analog and mixed-signal semiconductors, in its $250 million investment grade financing.
Providence Equity Partners LLC
Investment in OpenSky Project, Inc.
Counsel to Providence Equity Partners in its Series C Investment in OpenSky Project, operator of an online platform that enables consumer brands and suppliers to merchandise and sell their products to customers in the US and Canada.
Polski Holding Farmaceutyczny S.A.
Sale of Polfa Warszawa to Polpharma
Advised Polski Holding Farmaceutyczny, a developer and manufacturer of various pharmaceutical products, in connection with its sale of Polfa Warszawa, a large Polish pharmaceutical company, to Polpharma, the largest Polish manufacturer of generic drugs and pharmaceuticals.
Newport Television LLC
Sale of KTVF Fairbanks to Chena Broadcasting LLC
Represented television station operator Newport Television (a Providence Equity Partners LLC portfolio company) in the sale of television station KTVF Fairbanks to television station operator Chena Broadcasting.
Vitruvian Partners LLP
Acquisition of The College Group Limited
Advised private equity firm Vitruvian Partners on its investment in The College Group, a London-based international public relations consultancy which the transaction values at approximately £45 million.
Barclays Capital; Lloyds Bank Corporate Markets
Gracechurch Card Programme Funding 2011-5
Represented Barclays Capital and Lloyds Bank Corporate Markets as lead manager and co-manager in $1 billion and £113 million securitized debt offers, backed by receivables on consumer credit and charge card accounts originated or acquired in the UK by Barclays Bank acting through its Barclaycard division.
Shareholders of Harbourmaster Capital Management Limited
Sale of Harbourmaster to GSO Capital Partners
Represented the shareholders of Harbourmaster Capital Management, one of Europe's leading investment advisors of secured bank loans, on Harbourmaster's sale to GSO Capital Partners, the global credit platform of The Blackstone Group, forming, with GSO's existing European leveraged loan business, a combined platform having assets under management of €11.5 billion. Also represented the founders and management of Harbourmaster regarding arrangements with institutional shareholders.
AK Steel Holding Corporation
Joint Venture with Magnetation
Counsel to listed AK Steel, producer of flat-rolled carbon, stainless and electrical steels for automotive, infrastructure and manufacturing markets, in its joint venture with Magnetation a private firm which recovers high-purity iron concentrate from previously mined ore deposits using low-cost and environmentally-sound proprietary technology, extending AK Steel's vertical integration.
Providence Equity Partners LLC;Blackboard Inc.
Acquisition Financing for Blackboard
Represented Providence Equity Partners and Blackboard in $1.23 billion first and second lien credit facilities in connection with Providence Equity's take private of Blackboard, a developer and licensor of e-learning, transaction processing, e-commerce and online community software applications and related services to education institutions in more than 60 countries.
Ontario Teachers’ Pension Plan Board;Flexera Software LLC
Acquisition Financing for Flexera Software
Represented Ontario Teachers’ Pension Plan Board and Flexera Software, provider of software licensing, entitlement and compliance management, and software packaging solutions, in term and revolving first and second lien financing supporting Ontario Teachers' acquisition of Flexera.
Providence Equity Partners LLC;George Little Management, LLC
Acquisition Financing
Represented Providence Equity Partners and George Little Management, a trade show producer, in $95.0 million of senior secured credit facilities for George Little Management in connection with its acquisition by Providence Equity Partners.
Lehman Commercial Paper Inc.
Credit Facility for Aveos Fleet Performance
Counsel to Lehman Commercial Paper in a term credit facility for Canada-based Aveos Fleet Performance, provider of aircraft maintenance, repair and overhaul (MRO) services in the Americas.
DLJ Merchant Banking Partners; Total Safety U.S., Inc.
Sale of Total Safety to Warburg Pincus
Represented DLJ Merchant Banking Partners and its portfolio company, Total Safety U.S., a distributor and marketer of industrial fire protection and gas detection systems, in the sale of Total Safety to private equity firm Warburg Pincus.
Summit Partners, L.P.
Investment in Access Information Management
Represented Summit Partners in its growth equity investment in Access Information Management, a provider of records management storage and destruction services.
Summit Partners, L.P.
Financing for Access Information Management
Counsel to Summit Partners in term and revolving financing for Access Information Management, a provider of records management storage and destruction services, supporting Summit's investment in Access.
Terremark Worldwide
Acquisition of CloudSwitch
Counsel to Terremark Worldwide, IT services subsidiary of Verizon Communications, in Terremark's acquisition of CloudSwitch, a provider of cloud software technology.
National Surgical Care, Inc.
Asset Sale to AmSurg Corp.
Represented National Surgical Care (a portfolio company of CCMP Capital Advisors and Brazos Private Equity Partners) in the $135 million sale of substantially all of its assets, including 17 ambulatory surgery centers in the US, to AmSurg, which acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the US.
TAURON Polska Energia S.A.
Acquisition of Gornoslaski Zaklad Elektroenergetyczny S.A.
Advised TAURON Polska Energia, Poland’s second largest power group, in its PLN 9.25 billion (US$3.180 billion) acquisition of Gornoslaski Zaklad Elektroenergetyczny and its subsidiaries, Vattenfall Distribution Poland S.A., Vattenfall Sales Poland Sp. z o.o., Vattenfall Network Services Poland Sp. z o.o., Vattenfall Wolin-North Sp. z o.o., and Vattenfall Business Services Poland Sp. z .o.o., the leading electricity distribution and network services company in Silesia, from the Swedish government-owned Vattenfall AB.
Providence Equity Partners LLC
Acquisition of George Little Management
Counsel to Providence Equity Partners in its $173 million acquisition of George Little Management, a trade show producer, from the Daily Mail and General Trust, a UK-based media conglomerate.
Advent International Corporation
Acquisition Financing for Bojangles' Restaurants, Inc.
Represented Advent International in $215 million term and revolving credit facilities supporting its acquisition of Bojangles' Restaurants, a primarily US chain of quick service restaurants, and refinancing the existing debt of Bojangles.
Morgan Stanley
Acquisition Financing for DENTSPLY
Represented Morgan Stanley as lead bookrunner in a $1 billion senior notes offering by DENTSPLY International, designer and manufacturer of laboratory and specialty dental products and consumable supplies with proceeds to fund a portion of its $1.785 billion acquisition of Sweden-based Astra Tech, manufacturer and marketer of dental implants, abutments and surgical medical devices.
The Reader's Digest Association, Inc.
Term Loan Facilities
Counsel to The Reader’s Digest Association in $55 million term loan facilities providing working capital for this global media and direct marketing company.
Citi
$1.5 Billion Revolving Credit Facility
Represented Citi as joint lead arranger and administrative agent in a $1.5 billion revolving credit facility for FMC Corporation, manufacturer of agricultural and other chemicals.
General Growth Properties, Inc.; Rouse Properties, Inc.
Spinoff of Rouse
Represented General Growth Properties (GGP), a publicly traded REIT which is the second-largest US mall owner, and its former subsidiary, Rouse Properties, a REIT holding a portfolio of 30 retail centers, in GGP's spinoff to its shareholders of 100% of the voting stock of Rouse, which became an independent corporation listed on the New York Stock Exchange. Provided counsel to GGP and Rouse with respect to: the assumption by Rouse of loans under which GGP entities that were spun off were borrowers; the term sheet and commitment letter of Rouse's new $483.5 million credit facility; Rouse's $100 million subordinate revolving credit facility; a backstop agreement concerning an equity rights offering that Rouse conducted; and the rights offering itself.
Stackpole Powertrain International ULC;The Sterling Group, L.P.
Acquisition Facilities
Counsel to Stackpole Powertrain International (a portfolio company of The Sterling Group), a Canada-based manufacturer and supplier of oil pumps and other components for automotive powertrains, in $165 million term and revolving senior credit facilities and a mezzanine facility in support of Sterling's acquisition of Stackpole.
Sumitomo Corp. of America
Acquisition Financing for Arrow Aluminum
Represented Sumitomo Corp. of America as consortium member parent of Arrow Aluminum Acquisition (a consortium of Japanese companies, including Sumitomo, Furukawa Sky, Sumitomo Light Metal and ITOCHU) in its $430 million term and revolving financing related to Arrow's acquisition of US-based Arco Aluminum, a supplier of rolled aluminum sheet used mainly in the production of beverage cans.
CEZ, a. s.
Sale of Joint Venture Stake in Mitteldeutsche Braunkohlegesellschaft
Represented CEZ, the largest electricity producer and distributor in the Czech Republic, in the sale of its 50% joint venture share in Mitteldeutsche Braunkohlegesellschaft (MIBRAG), an integrated coal mining and power generating business in Germany, and the lignite power plant project "Profen" to Energetický a prùmyslový Holding.
United States Infrastructure Corporation
Acquisition of Consolidated Utility Services
Counsel to United States Infrastructure Corporation (USIC) (an OMERS Private Equity portfolio company), a provider of locating and marking services for underground utilities, in its acquisition of sub-surface utility locating services provider Consolidated Utility Services, significantly expanding USIC’s geographic span of operations, from funds affiliated with Tricor Pacific Capital.
United States Infrastructure Corporation
Acquisition Financing
Represented United States Infrastructure Corporation (an OMERS Private Equity portfolio company), a provider of locating and marking services for underground utilities, in term, revolving and mezzanine credit facilities supporting its acquisition of Consolidated Utility Services, a provider of outsourced sub-surface utility locating services.
Vonage Holdings Corp.
Refinancing Facilities
Represented Vonage, a publicly held commercial VoIP network and SIP company that provides telephone service via broadband connection, in its $120 million term and revolving refinancing facilities.
Newport Television LLC
Sale of KFTY TV-50 to Una Vez Mas Holdings, LLC
Represented television station operator Newport Television (a portfolio company of Providence Equity Partners LLC) in the sale of Santa Rosa-based television station KFTY TV-50 to Una Vez Mas Holdings, owner/operator of the Spanish-language network Azteca America.
North Atlantic Trading Company, Inc.
Revolving Credit Facility
Represented the North Atlantic Trading Company, manufacturer, distributor and marketer of tobacco products, in a $15 million revolving credit facility.
OMERS Private Equity
Acquisition of V.Group
Advised OMERS Private Equity on its $520 million acquisition of international shipping group V.Group Limited. This was OMERS' debut buy out deal in the European market since opening in London in late 2009.
Advent International Corp.
Acquisition of Bojangles' Restaurants
Represented Advent International in its acquisition of Bojangles' Restaurants, a primarily US quick service chain of 500 restaurants known for its Cajun-style fried chicken, from Falfurrias Capital Partners.
Decision Resources Group, Inc.
Acquisition of PharmaStrat, Inc.
Represented Decision Resources Group (a Providence Equity Partners LLC portfolio company), a healthcare information services firm, in its acquisition of PharmaStrat, a consulting and market research services firm serving biopharmaceutical manufacturers.
OPE Accelerated LLC
Acquisition Financing for Accelerated Rehabilitation Centers
Represented OPE Accelerated (a portfolio company of OMERS Private Equity) in term and revolving financing supporting OMERS' acquisition of Accelerated Rehabilitation Centers, a chain of 180 physical therapy centers in six midwest and southern US states.
North Atlantic Trading Company, Inc.
Offering of Senior Secured Second and Third Lien Notes
Represented North Atlantic Trading Company, a manufacturer, distributor and marketer of tobacco products, in its $285 million aggregate offering of 11.5% Senior Secured Second and 19% Senior Secured Third Lien Notes due 2016 and 2017, respectively.
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.
Trimble Navigation Limited
Acquisition of PeopleNet Communications Corporation
Represented Trimble Navigation Limited, developer of positioning systems based on the US government-owned GPS satellite network, in its $235 million acquisition of PeopleNet Communications Corporation, provider of Internet-based and integrated onboard computing and mobile communications systems.
Ontario Teachers’ Pension Plan Board
Acquisition of Majority Stake in Flexera Software Inc. and Installshield Co Inc.
Represented Ontario Teachers’ Pension Plan Board in its acquisition of a majority stake in Flexera Software and a subsidiary, Installshield, providers of software licensing, entitlement and compliance management, installation software, and software packaging solutions for software producers and high-tech device manufacturers.
The Estée Lauder Companies, Inc.
Revolving Credit Facility
Represented The Estée Lauder Companies, manufacturer and marketer of skin care, makeup, fragrance and hair care products, in connection with its $1 billion revolving credit facility.
Public Sector Pension Investment Board
Take-Private of Kinetic Concepts
Advised Canada's Public Sector Pension Investment Board, as part of a consortium including Apax Partners and Canada Pension Plan Investment Board, in the $6.3 billion take-private of Kinetic Concepts, a US-based medical device company which develops therapies and products for the wound care, tissue regeneration and therapeutic support system markets.
INC Research, LLC
Senior Secured Credit Facilities
Advised INC Research, a global contract research organization and a portfolio company of Avista Capital Partners and Ontario Teachers' Pension Plan, in its $375 million senior secured credit facilities to finance, in part, INC's acquisition of Kendle International, a publicly held, US-based contract research organization.
CareFusion Corporation
Revolving Credit Facility
Represented medical device maker CareFusion Corporation, manufacturer of automated medication dispensing units and infusion products which reduce clinician and IV error, in a $550 million revolving credit facility.
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.
Zaklady Azotowe w Tarnowie-Moscicach SA
Rights Issue
Advised ZAT, a leading Polish chemical company, in connection with its $222 million rights issue and listing of the newly issued series C shares on the Warsaw Stock Exchange with proceeds used for the acquisition of 66% of the shares in another chemical company, Zaklady Chemiczne Police, by way of a public tender.
Apple Inc.
Successful Bid for Nortel Patents
Represented Apple, a member of Rockstar Bidco, a consortium whose members also include EMC Corp., LM Ericsson, Microsoft, Research In Motion and Sony, in the winning $4.5 billion section 363 auction bid for a portfolio of 6,000 patents and patent applications of bankrupt Nortel Networks, which cover a range of wired, wireless and digital communication technologies. This transaction was named by The Deal as among the top M&A transactions for 2011 based on degree of difficulty or complexity.
Infogroup, Inc.
Sale of ORC International to Lake Capital Management
Represented data, research and marketing company Infogroup in its sale of ORC International, an opinion research firm, to Chicago-based private equity firm Lake Capital Management.
Providence Equity Partners LLC
Take Private of School Software Developer Blackboard
Represented Providence Equity Partners in the $1.77 billion take private of Blackboard, a developer and licensor of e-learning, transaction processing, e-commerce and online community software applications and related services to education institutions in more than 60 countries.
Citi
Revolving Facility for Koch Industries
Represented Citi as administrative agent and joint lead arranger in a $1.25 billion investment grade revolving facility for industrial conglomerate Koch Industries.
Cosmo Specialty Fibers, Inc.
Term and Revolving Credit Facilities
Counsel to Cosmo Specialty Fibers (a portfolio company of The Gores Group), a producer of high purity cellulose pulp, in term and revolving credit facilities to repay existing debt and fund working capital needs.
Morgan Stanley Senior Funding, Inc.;J.P. Morgan Securities LLC
$2 Billion Revolving Facility for Marathon Petroleum Corporation
Advised Morgan Stanley and JPMorgan Securities as joint lead arrangers in a $2 billion investment grade revolving facility for Marathon Petroleum Corporation supporting its spin-off from Marathon Oil Corporation.
Berkshire Partners; OMERS Private Equity; Husky Injection Molding Systems Ltd.
Senior Notes Offering by Husky Injection Molding Systems
Represented Berkshire Partners, OMERS Private Equity and their portfolio company, Husky Injection Molding Systems, a Canada-based manufacturer of injection molding machines, molds and integrated systems, in Husky's $570 million offering of Senior Unsecured Notes due 2019 with proceeds to pay, in part, the purchase price for Berkshire and OMERS' acquisition of Husky.
Deb Shops, Inc.
Debtor-in-Possession Financing
Represented Deb Shops, a specialty US retail chain store that sells women’s clothing and accessories under its own private labels and other well-known labels, in a $21.7 million debtor-in-possession facility.
OMERS Private Equity Inc.
Acquisition of Accelerated Rehabilitation Centers
Represented OMERS Private Equity in its acquisition of Accelerated Rehabilitation Centers, a chain of 180 physical therapy centers in six midwest and southern US states, from Gryphon Partners III.
Joint Book-Running Managers
Senior Notes and Follow-on Common Stock Offering by Danaher Corporation
Represented the joint book-running managers in the offering by professional, medical, industrial, commercial and consumer products manufacturer Danaher Corporation of $1.8 billion in investment grade floating and fixed rate senior notes and of $965.3 million in common stock with net proceeds to pay a portion of the purchase price of Danaher's acquisition of biomedical laboratory instrument maker Beckman Coulter.
Accelerate Acquisitions Limited
New Funding Structure, A&R of Senior Term Facility for Zenith Provecta
Counsel to Accelerate Acquisitions (a portfolio company of Morgan Stanley Private Equity) in establishment of a new funding structure to finance the continued growth of the Zenith Group, a subsidiary of Accelerate and one of the UK's largest independent leasing, fleet management and vehicle outsourcing businesses.
Medpace, Inc;CCMP Capital Advisors, LLC
Acquisition Financing for Medpace
Counsel to CCMP Capital Advisors and Medpace, a full-service global clinical research organization, in $335 million term and revolving facilities for Medpace in support of its acquisition by CCMP.
Morgan Stanley
$3 Billion Revolving Acquisition Facility for Danaher Corporation
Represented Morgan Stanley as administrative agent and a joint lead arranger in the $3 billion revolving credit facility for professional, medical, industrial, commercial and consumer products manufacturer Danaher Corporation supporting Danaher's acquisition of biomedical laboratory instrument maker Beckman Coulter.
Avista Capital Partners
Acquisition of Anthony International
Represented Avista Capital Partners in its acquisition of Anthony International, the world's largest manufacturer of specialty glass, commercial glass refrigerator and freezer doors, case lighting, and display and merchandising systems, from Aurora Capital Group.
General Electric Company
Sale of Unison Engine Components
Counsel to the General Electric Company in the sale of its US and UK Unison Engine Components units, manufacturers of flash-welded and cold-rolled rings for jet engine and gas turbine applications, to subsidiaries of Precision Castparts Corp., manufacturers of complex metal components and products.
Alberta Investment Management Corp.; Caisse de depot et placement du Quebec; Canada Pension Plan Investment Board; Fonds de solidarite des travailleurs du Quebec (FTQ); Ontario Teachers' Pension Plan Board
Acquisition of Toronto Stock Exchange
Advised five top Canadian pension funds participating in Maple Group, a consortium which also includes four leading Canadian banks and four new institutional investors, in Maple's C$3.8 billion hostile takeover of TMX Group, which owns and operates cash and derivative markets for equities, and energy and fixed income asset classes in Canada, including Canada’s two national stock exchanges, Toronto Stock Exchange and TSX Venture Exchange, creating, together with certain other consolidations, an all-Canadian vertically integrated securities exchange services provider.
ClearBridge Energy MLP Opportunity Fund
Initial Public Offering
Represented Morgan Stanley & Co. in the $540 million initial public offering of common stock of ClearBridge Energy MLP Opportunity Fund, a closed-end management investment company.
Nordco Inc.
Amendment & Restatement of Acquisition Financing
Represented railroad maintenance equipment manufacturer Nordco in an amendment and restatement of prior term, revolving and mezzanine financing in connection with its acquisition by OMERS Private Equity.
Citi
Term and Revolving Credit Facilities for Xerium Technologies
Represented Citi in $125 million and €87 million term loan and $30 million revolving credit facilities for Xerium Technologies, manufacturer of specially engineered consumable products used primarily in the production of paper and paperboard, with term loan proceeds used to repay in full all obligations outstanding under Xerium's existing credit agreements.
John Hancock Hedged Equity & Income Fund
Initial Public Offering
Represented Morgan Stanley & Co. and Citi in the $280 million initial public offering by John Hancock Hedged Equity & Income Fund of common shares of beneficial interest in a diversified, closed-end management investment company.
Asurion, LLC
$2.300 Billion First Lien and $1.270 Billion Second Lien Credit Facilities
Represented Asurion (a portfolio company of Madison Dearborn Partners, Providence Equity Partners LLC, Welsh, Carson, Anderson & Stowe and Berkshire Partners), provider of extended service contracts for retailers in the mobile handset business, in its $2.300 billion first lien and $1.270 billion second lien credit facilities.
Berkshire Partners LLC;Engineering Solutions & Products LLC
Acquisition Financing for Engineering Solutions & Products
Represented Berkshire Partners and its portfolio company Engineering Solutions & Products (EPS), provider of acquisition, logistics and technology support services to the US Department of Defense, in term and revolving credit facilities supporting Berkshire's acquisition of EPS.
Falconhead Capital LLC;Extreme Fitness, Inc.
New Term Financing for Extreme Fitness
Represented Canada-based fitness center owner/operator Extreme Fitness (a portfolio company of Falconhead Capital) in a new term credit facility for refinancing and other uses.
FPIC Insurance Group, Inc.
Acquisition by The Doctors Company
Counsel to FPIC Insurance Group, publicly listed provider of medical professional liability insurance for physicians, dentists, and other healthcare professionals, in its acquisition by The Doctors Company, a privately held firm which is largest US insurer of physician and surgeon medical professional liability.
Signet Group Limited
Revolving Credit Facility
Counsel to the Signet Group Limited, the world’s largest specialty retail jeweler by sales, in its $400 million investment grade revolving credit facility.
Citi; Jefferies & Company, Inc.
Senior Notes Offering by Xerium Technologies
Represented Citi and Jefferies & Company in the $240 million offering of 8.875% Senior Notes due 2018 by Xerium Technologies, manufacturer of specially engineered consumable products used primarily in the production of paper and paperboard.
American Securities LLC
Acquisition-Related Financing
Counsel to American Securities in term and revolving acquisition-related financing for its just-acquired portfolio company, SpecialtyCare, a US-based provider of outsourced clinical services to hospitals and health systems.
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.
Environmental Resources Management
Acquisition of Majority Stake by Charterhouse Capital Partners
Counsel to environmental consultancy Environmental Resources Management (ERM) in Charterhouse Capital Partners' acquisition, under a scheme of arrangement including a management buyout, of a majority stake in ERM from Bridgepoint, valuing ERM at $950 million.
Iron Mountain Incorporated
Sale of Certain Digital Operations
Represented Iron Mountain, a provider of records management, information destruction and data backup services, in the $380 million sale of its online backup & recovery, digital archiving and eDiscovery solutions to Autonomy Corporation, a leader in the development of meaning based computing.
The Gores Group, LLC
Acquisition of Sage Automotive Interiors
Represented private equity firm The Gores Group in its acquisition, with management, of Sage Automotive Interiors, a global supplier of high-performance specialty textiles to leading automotive manufacturers, from Azalea Capital.
Trimble Navigation Limited
Tender Offer for Tekla
Represented US-based Trimble Navigation, developer of GPS systems and software including surveying, mapping and marine navigation equipment, in its €337 million public tender offer for all issued and outstanding shares in Finland-based Tekla Corporation, provider of Building Information Modeling (BIM) software for the construction industry.
Synventive Acquisition Inc.
Acquisition by Littlejohn & Co.
Represented Synventive Acquisition (SAI) (an Advent portfolio company), a manufacturer of molds for automobile parts, in a capital restructuring which resulted in majority ownership being acquired by private equity firm Littlejohn & Co.
Synventive Acquisition Inc.
Financial Restructuring
Represented Synventive Acquisition (an Advent portfolio company), a manufacturer of molds for automobile parts, in a financial restructuring in the course of which majority ownership was acquired by private equity firm Littlejohn & Co.
BOS Solutions, Ltd.;Advent International
Revolving Credit Facilities
Represented Canada-based BOS Solutions (an Advent International portfolio company), developer of drilling fluid treatment and recovery technology for the oil and gas exploration industry, in revolving credit facilities.
INC Research, LLC
Acquisition of Kendle International
Represented US-based global contract research organization INC Research (an Avista Capital Partners and Ontario Teachers' Pension Plan portfolio company) in its $232 million acquisition of Kendle International, a publicly held, US-based contract research organization with expertise in Phase I-IV clinical development and pediatric and women's health trials.
A Group of Lending Institutions Led by Northstar Realty Finance and Fortress Investment Group
Sale of Xanadu to Triple Five
Counsel to a group of lending institutions led by Northstar Realty Finance and Fortress Investment Group in the sale of the leasehold interest to the $2 billion unfinished entertainment/retail complex (formerly known as "Xanadu") at the Meadowlands Sports Complex in New Jersey to Canada-based Triple Five Worldwide, a global shopping mall owner and operator, hotel operator and real estate company.
NYDJ Apparel, LLC;Falconhead Capital, LLC
Term and Revolving Credit Facilities
Counsel to NYDJ Apparel (a Falconhead Capital portfolio company), designer, manufacturer and marketer of upscale women's jeans and pants, in its term and revolving credit facilities.
AK Steel Corporation
$1.0 Billion Asset-Based Revolving Facility
Represented AK Steel Corporation, producer of flat-rolled carbon, stainless and electrical steels and tubular products, in its $1.0 billion asset-based revolving loan facility.
Empire Resources, Inc.
Revolving Credit Facility
Represented Empire Resources, a purchaser, seller and distributor of semi-finished aluminum and steel products in the United States, Canada, Europe, Australia and New Zealand, in its $200 million revolving credit facility for debt repayment and other uses.
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.
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.
GMT Communications Partners; Comcast’s NBC Peacock Fund
Sale of Bigpoint
Advised GMT Communications Partners, Comcast’s NBC Peacock Fund and Heiko Hubertz (founder and CEO of Bigpoint) in their $350 million sale of a slight majority ownership stake in Bigpoint, the largest German gaming portal and one of the top 3 gaming portals worldwide, to US-based private equity firms TA Associates and Summit Partners.
Univision Communications Inc.
Senior Secured Notes Offering
Represented Univision Communications, a major Spanish-language broadcaster operating in the US market, in its $600 million offering of 6.875% Senior Secured Notes due 2019, with proceeds to fund a concurrent tender offer and consent solicitation for senior secured notes due 2014.
Iron Mountain Incorporated
Settlement of Proxy Contest
Represented Iron Mountain, a provider of records management, information destruction and data backup services, in the successful conclusion of its proxy contest battle with Elliott Management Corporation, a hedge fund and shareholder in the company.
AIG Rail Services, Inc.; AIG Equipment Finance Holdings, Inc.
Sale of AIG Rail Services to Perella Weinberg Partners
Represented railcar leasing firm AIG Rail Services, a subsidiary of multiline insurer AIG, in the sale of AIG Rail Services to Perella Weinberg Partners as part of AIG's efforts to shed non-core assets.·
Brookfield Americas Infrastructure Fund
Credit Facility for Brookfield Americas Infrastructure Fund
Counsel to Brookfield Americas Infrastructure Fund in connection with a $200 million revolving credit facility.
EQT Partners
Acquisition of Restaurant Technologies
Represented private equity investor EQT Partners in its acquisition of US-based Restaurant Technologies, which develops, distributes and provides automated solutions for storing, handling and disposing of frying oil for the foodservice industry.
Barclays Capital; Lloyds TSB Corporate Markets
Gracechurch Card Programme Funding 2011-3
Represented Barclays Capital and Lloyds TSB Corporate Markets in €225 million and £182.2 million securitized debt offers, backed by receivables on credit card accounts originated by Barclays Bank.
Getty Images, Inc.
Acquisition of PicScout
Represented Getty Images, a supplier of creative, still and moving images and illustrations, in its acquisition of PicScout, a provider of image information services which help, among others, owners, licensors, creative professionals and application developers find available images, validate image ownership and track image use.
Alfa, S.A.B. de C.V.
Acquisition of AT&T Corporation’s Stake in Alestra, S. de R.L. de C.V.
Represented ALFA, a Mexico-based industrial conglomerate, in its acquisition of US-based telecommunications company AT&T’s 49% stake in Alestra, a major telecommunications service provider in Mexico, making ALFA the sole shareholder of Alestra.
Sparta Systems, Inc.
Term and Revolving Facilities
Represented Sparta Systems (a portfolio company of Summit Partners), provider to highly regulated companies of technology to measure, monitor and manage quality-related risk across their enterprise and critical supplier networks, in its term and revolving facilities.
Providence Equity Partners LLC
Investment in UFO Moviez India Limited
Represented Providence Equity Partners in their investment of approximately Rs. 260 crore (approximately US$58 million) in a mix of primary and secondary investments in UFO Moviez India, the world’s largest satellite-based digital cinema service with close to 2,500 installations across India and the only company in the world delivering MPEG-4 high definition content for digital cinema via satellite.
Barclays Bank PLC;Citigroup N.A., London Branch;The Royal Bank of Scotland plc
Restructuring and Refinancing of Cabot Financial Group Bank Debt
Advised lenders Barclays Bank, Citi and The Royal Bank of Scotland in connection with the purchase of the Cabot Financial Group by AnaCap Financial Partners and the simultaneous restructuring and refinancing of existing bank debt together with integration of the Apex companies (also owned by AnaCap FP) into the Cabot Group.
Core-Mark Holding Company, Inc.
Acquisition of Forrest City Grocery
Represented Core-Mark Holding Company, one of the largest distributors to the convenience retail industry in North America, in its acquisition, via an all-cash merger, of Forrest City Grocery, a wholesale distributor servicing customers primarily in the Southeastern US.
Snow Phipps Group, LLC
Investment in Velvet
Represented Snow Phipps Group in its acquisition of a significant interest in Velvet, the contemporary clothing maker.
Arrow Aluminum Acquisition Inc.
Acquisition of Arco Aluminum from BP
Represented Arrow Aluminum Acquisition (a consortium of Japanese companies, including Sumitomo, Furukawa Sky, Sumitomo Light Metal and ITOCHU) in its $680 million acquisition of US-based Arco Aluminum, a supplier of rolled aluminum sheet used mainly in the production of beverage cans, from UK-based energy company BP.
Citigroup;Barclays Capital
Credit Facility for Avago Technologies
Counsel to Citigroup and Barclays Capital, as joint lead arrangers, in a $200 million investment grade revolving credit facility for Avago Technologies, supplier of analog interface components for communications, industrial and consumer applications.
Providence Equity Partners LLC
Acquisition of Interest in Television Broadcasts Limited
Counsel to the consortium, including Providence Equity Partners, in the acquisition of Shaw Brothers (Hong Kong) Limited, including its 26% of Television Broadcasts Limited (TVB), the leading free-to-air broadcaster in Hong Kong.
Goldman Sachs Loan Fund
$2.9 Billion Credit Facilities for Pilot Travel Centers
Represented Goldman Sachs Loan Fund in $2.9 billion term and revolving credit facilities for Pilot Travel Centers, a chain of truck stops in the United States and Canada which will use the facilities to, among other things, redeem senior subordinated notes.
Man Group plc
Acquisition of Full Ownership of Ore Hill Partners
Represented UK-based alternative investment manager Man Group in its acquisition of the remaining interests not already owned by it of US-based investment manager Ore Hill Partners and Ore Hill Partners Capital Management.
Providence Equity Partners LLC
Sale of Phones 4u
Advised Providence Equity Partners in its sale of mobile phone retailer Phones 4u to UK-based private equity firm BC Partners.
Brock Holdings III, Inc.;Lindsay Goldberg
Term and Revolving Credit Facilities
Represented Brock Holdings III (a portfolio company of Lindsay Goldberg), an international provider of industrial specialty services, in its $805 million term and revolving credit facilities.
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.
DIC Asset AG
Acquisition of Retail Properties in Chemnitz and Bremen
Represented DIC Asset AG, a leading German commercial real estate investment company, in its €108 million share deal to acquire two retail properties in Chemnitz and Bremen with department store Galeria Kaufhof as the tenant, from a joint venture controlled by affiliates of AREA Property Partners and Rida Development Corporation.
Willis Group Holdings Public Limited Company
Senior Notes Offering
Counsel to Ireland-based global insurance broker Willis Group Holdings in its offer of $300 million 4.125% Senior Notes due 2016 and $500 million 5.75% Senior Notes due 2021, a portion of the proceeds of which were used to repurchase or redeem its $500 million 12.875% Senior Notes due 2016.
American Securities LLC
Acquisition of Presidio
Represented American Securities in its acquisition of Presidio (formerly: Integrated Solutions), a business technology company which designs, develops, deploys and manages unified communications and other advanced technologies, from private equity firms Columbia Capital, Oak Investment Partners, Halyard Capital and Meritech Capital Partners.
Citadel Broadcasting Corporation
Sale to Cumulus
Counsel to Citadel, the third-largest radio group in the US, in its $2.4 billion cash-and-stock sale to publicly traded Cumulus Media, the second-largest radio station ownership group in the US, making Cumulus the largest “pure-play” radio group, with over 500 stations. This transaction was named a 2011 M&A Deal of the Year by The Deal based on degree of difficulty or complexity.
Macquarie Capital (USA) Inc.
FX Energy Common Stock Issue
Represented Macquarie Capital (USA) in the follow-on offering of common stock by FX Energy, an independent oil and gas exploration and production company.
THL Partners
Senior Credit Acquisition Facilities for Acosta
Represented THL Partners in senior credit facilities for Acosta in connection with THL's acquisition of this provider of marketing services for manufacturers of consumer packaged goods.
Brookfield Asset Management
Credit Facilities for Acadian Timber Corp
Counsel to Acadian Timber Corp in term and revolving credit facilities secured by timberlands in Maine and New Brunswick, Canada.
THL Partners
Senior Notes Offering by Acosta
Counsel to THL Partners in the $525 million offering of senior notes to finance the acquisition of sales and marketing agency Acosta.
General Catalyst Partners
Recapitalization of CLEAResult Consulting
Represented General Catalyst Partners in its recapitalization of CLEAResult Consulting, a consulting company specializing in energy efficiency, demand side management, renewable energy and energy resource acquisition.
LaBranche & Co Inc.
Acquisition by Cowen Group
Represented LaBranche & Co., a market-maker in options, exchange-traded funds and futures on various exchanges, in its $192.8 million acquisition, via stock-for-stock merger, by diversified financial services firm Cowen Group.
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.
Sanofi
Takeover of Genzyme
Counsel to Sanofi, a listed France-based pharmaceuticals company, in its $20.1 billion takeover of Genzyme, a listed US-based biotechnology firm whose products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant and immune disease, and diagnostic testing.
GROHE Group
Tender Offer for Joyou
Advised GROHE Group, the world's leading premium brand for sanitary fittings, on the €324 million voluntary public tender offer by its wholly owned subsidiary Grohe Asia AG for all shares of Joyou, the China-based manufacturer of bathroom, kitchen and other faucets. This is the first takeover offer by a German enterprise for a Chinese group of companies.
Advent International Corporation
Sale of AIRCOM International
Advised Advent International on its sale of AIRCOM International, a telecom network management consultancy firm, to HIG Europe, the European arm of HIG Capital.
General Electric Capital Corporation
Credit Facility for W/S Packaging Group
Counsel to General Electric Capital Corporation in a $210 million term and revolving facility for W/S Packaging Group and certain subsidiaries, makers of labels, coupons, cartons and specialty packaging.
HgCapital
Sale of SiTel Semiconductor
Represented HgCapital in the sale of SiTel Semiconductor, the Netherlands-based producer of home wireless, voice and data applications products, to Dialog Semiconductor for an enterprise value of $86.5 million.
DIRECTV Holdings LLC
Revolving Credit Facility
Represented DIRECTV Holdings, global provider of digital television entertainment services, in its $2 billion investment grade, syndicated revolving credit facility.
Barclays Capital; Lloyds TSB Corporate Markets
Gracechurch Card Programme Funding 2011-1 and 2011-2
Represented Barclays Capital and Lloyds TSB Corporate Markets in €805 million and £471.5 million securitized debt offers, backed by receivables on credit card accounts originated by Barclays Bank.
Advent International Corporation
Minority Stake in Towergate
Represented Advent International in its £200 million investment, via Advent Tower (Luxembourg) its investment vehicle, in UK-based Towergate Group, Europe’s largest independently owned insurance intermediary.
Grupo Petrotemex S.A. de C.V.;ALFA, S.A.B. de C.V.
Financing for the Acquisition of Eastman Chemical Company's Performance Polymers Business
Represented Mexico-based industrial chemical manufacturer Grupo Petrotemex and its subsidiaries in its $600 million investment grade term loan supporting the acquisition of Eastman Chemical Company's Performance Polymers business by Petrotemex affiliate DAK Americas.
NBC Universal, Inc.
Revolving Credit Facility for NBC Universal
Represented NBC Universal in a $750 million revolving credit facility in connection with General Electric Company’s $37.25 billion joint venture with Comcast for ownership of NBC Universal.
Citi; Deutsche Bank Securities Inc.
Senior Secured Notes Offering by BI-LO
Represented Citi and Deutsche Bank Securities in a $285 million offering by grocery chain BI-LO and BI-LO Finance of 9.25% Senior Secured Notes due 2019 with proceeds used to repay bank debt and fund a cash distribution to sponsor Lone Star Funds.
Darling International Inc.
Common Stock Offering
Counsel to food processing by-products recycler Darling International in its $307 million common stock offering, which included an overallotment option the stock for which was made available by certain former stockholders of Griffin Industries, which Darling had recently acquired.
Avenue Income Credit Strategies Fund
Initial Public Offering
Represented Morgan Stanley & Co. and Citi as lead underwriters in the $135 million initial public offering of Avenue Income Credit Strategies Fund, a closed-end registered investment company.
Berkshire Partners LLC
Investment in Coty
Represented Berkshire Partners in its minority investment in privately held beauty products manufacturer Coty, the world's largest fragrance company.
Darling International Inc.
Joint Venture with Valero to Produce Biodiesel
Represented food processing by-products recycler Darling International in the formation of Diamond Green Diesel Holdings, a joint venture with independent oil refiner Valero Energy to build and operate a $450 million refinery to produce 137 million barrels of renewable diesel annually, with financing to be based on a commitment by the US Department of Energy to issue an approximately $241 million loan guarantee under the Energy Policy Act of 2005 to support plant construction.
Lloyds TSB Corporate Markets
Penarth Credit Card Receivables Securitization Offer
Represented Lloyds TSB Corporate Markets in a £500 million securitized debt offer, the sixth issuance under the Penarth medium-term note programme, which is ultimately backed by credit-card receivables from the Penarth receivables trust.
Kardan N.V.; GTC Real Estate Holding B.V.
Private Placement of Ordinary Shares
Advised Kardan and its subsidiary GTC Real Estate Holding in connection with the $262 million private placement of shares in the WSE-listed real estate development company Globe Trade Centre to qualified investors.
General Electric Company
Joint Venture with Aviation Industry Corporation
In one of the largest Sino/foreign joint ventures and one of General Electric Company’s largest investments in Asia, represented GE in its joint venture with Aviation Industry Corporation of China (AVIC), to develop and market a new generation of avionics systems for the civil aviation market.
Oak Hill Advisors
Investment in Avolon Aerospace
Represented Oak Hill Advisors in, together with other investors, a $250 million investment in Avolon Aerospace Limited, an Ireland-based aircraft leasing firm.
Tower Three Partners
Acquisition of Facet Technologies
Represented Tower Three Partners in its secondary buyout of Facet Technologies, provider of design, development and manufacturing services to the medical device marketplace, from Water Street Healthcare Partners.
Advent International Corporation
Acquisition of The Priory Group
Counsel to Advent International in its £925 million acquisition of The Priory Group, the UK's leading independent provider of mental health and specialist care services, from The Royal Bank of Scotland.
Elizabeth Arden, Inc.
High Yield Bond Offering
Counsel to Elizabeth Arden, owner and licensor of prestige and mass market celebrity, lifestyle and designer fragrances, in its $250 million private placement of high yield bonds.
DLJ Merchant Banking Partners (Fund II); Senior Managers
Sale of NextPharma Technologies to Sun European Partners
Represented certain funds managed by DLJ Merchant Banking Partners (Fund II) and certain senior managers in the sale of NextPharma Technologies, global provider of contract manufacturing, product development and logistics services to the pharmaceutical and biotechnology industries, to Sun European Partners.
Philip Services Corporation
Divestiture of PSC Container Services
Counsel to Philip Services Corporation (a portfolio company of Lindsay Goldberg) in the divestiture of PSC Container Services, provider of cleaning services to the bulk liquid transportation industry, to QualaWash Holdings, provider of comprehensive cleaning services for commercial and industrial portable liquid and dry bulk containers.
SHL Group
Acquisition of PreVisor
Represented UK-based SHL Group (a portfolio company of Hg Capital), provider of workplace talent assessment solutions (including ability and personality tests, and psychometric assessments), in its acquisition of US-based PreVisor, provider of on demand employment assessments and talent measurement solutions, creating a global leader in talent management.
THL Partners
Acquisition of Acosta Sales & Marketing
Counsel to THL Partners in its acquisition of Acosta Sales & Marketing, a full-service sales and marketing agency in the consumer packaged goods industry, from AEA Investors.
General Electric Capital Corporation
Sale of Mexican Consumer Mortgage Business Operations and Portfolio
Represented General Electric Capital Corporation in the sale of its consumer mortgage business in Mexico, including its $2 billion consumer mortgage portfolio, to Grupo Financiero Santander Mexico (a subsidiary of Spain's Grupo Santander).
General Catalyst Partners
Financing for Recapitalization of CleaResult
Represented General Catalyst Partners in the issuance by energy efficiency and renewable energy firm CLEAResult Consulting of senior secured second lien notes in support of General Catalyst's recapitalization of CLEAResult.
General Catalyst Partners
Financing for Recapitalization of CleaResult
Represented General Catalyst Partners in 1st lien term and revolving credit facilities for CLEAResult Consulting, a consulting company specializing in energy efficiency, demand side management, renewable energy and energy resource acquisition, in support of General Catalyst's recapitalization of CLEAResult.
Virtual Radiologic Corporation;Providence Equity Partners LLC
Acquisition Financing
Counsel to radiology services provider Virtual Radiologic (a portfolio company of Providence Equity Partners LLC) in its $253 million syndicated term and revolving acquisition financing in connection with its acquisition of publicly traded NightHawk Radiology Holdings, a remote interpreter of MRI, X-ray and other diagnostic images.
Virtual Radiologic Corporation;Providence Equity Partners LLC
Mezzanine Acquisition Financing
Counsel to radiology services provider Virtual Radiologic (a portfolio company of Providence Equity Partners LLC) in its $80 million syndicated mezzanine financing supporting its acquisition of publicly traded NightHawk Radiology Holdings, a remote interpreter of MRI, X-ray and other diagnostic images.
Deerfield Capital Corp.; Special Committee of the Board of Directors of Deerfield Capital Corp.
Merger with Commercial Industrial Finance Corporation
Advised the Special Committee of the Board of Directors of investment manager Deerfield Capital and Deerfield Capital itself on Deerfield's proposed $72.5 million business combination with leveraged loan credit products specialist Commercial Industrial Finance Corporation.
Ship Submidco Limited, a holding company of WorldPay
Acquisition of Cardsave Group Limited
Represented Ship Submidco in its secondary buyout of Cardsave Group, a UK buying group providing low cost credit card processing and other services to independent retailers, from Exponent Private Equity and members of Cardsave management.
Darling International Inc.
Acquisition Financing
Counsel to food processing by-products recycler Darling International in its $625 million term and revolving credit facilities to finance the acquisition of Griffin Industries, a recycler of cooking oil and bakery byproducts.
J.P. Morgan Securities; Barclays Capital; Lloyds TSB Corporate Markets
Penarth Credit Card Securitized Offer
Represented the managers in a securitized debt offer, backed by receivables on credit card accounts issued under the Penarth credit card programme, to a mix of banks, money managers and insurers.
Fortegra Financial Corporation; Selling Stockholders
Initial Public Offering
Counsel to Fortegra Financial Corporation, provider of financial, distribution and administrative services to insurance companies, and to Fortegra's selling stockholders in its initial public offering.
BofA Merrill Lynch; Goldman, Sachs & Co.; Wells Fargo Securities
C. R. Bard Registered Debt Offering
Represented BofA Merrill Lynch, Goldman, Sachs & Co. and Wells Fargo Securities as representatives of the underwriters in the $750 million registered debt offering by surgical and medical instrument manufacturer C. R. Bard.
Tyco Electronics Ltd.
Registered Debt Offering
Represented Tyco Electronics Ltd., a leading global provider of engineered electronic components, network solutions, specialty products, and subsea communication systems, in the offering of $250 million aggregate principal amount of senior notes by its wholly owned subsidiary, Tyco Electronics Group S.A.
Atos Origin S.A.
Acquisition of Siemens' IT Business
Counsel to French IT services provider Atos Origin in its €850 million acquisition of the information technology solutions and services business of electronics and electrical engineering provider Siemens, creating one of the largest information technology services companies in Europe.
Dynamex Inc.
Acquisition by TransForce Inc.
Represented publicly traded same-day delivery and logistics services provider Dynamex in its $248 million acquisition by TransForce Inc., a leading Canadian provider of transportation and logistics services.
Vonage Holdings Corp.
Term Credit Facility
Represented Vonage, a publicly held commercial VoIP network and SIP company that provides telephone service via broadband connection, in its $200 million syndicated term credit facility.
General Electric
Tender Offer for Wellstream Holdings
US counsel to General Electric in its $1.3 billion cross-border tender offer for all outstanding shares of Wellstream Holdings, a UK provider of oil and gas transportation products and services for the subsea production industry.
WL Ross & Co. LLC
PE Funds' Revolving Credit Facilities
Advised WL Ross & Co. in connection with revolving credit facilities for each of Invesco Mortgage Recovery Feeder Fund, L.P. and WLR IV PPIP Co-Invest, L.P., private investment funds created to invest in the distressed residential and commercial mortgage loan and structured securities markets.
Snow Phipps Group, LLC
Acquisition Financing for APC Workforce Solutions
Represented Snow Phipps Group in a $175 million asset-based revolving facility for APC Workforce Solutions, provider of professional payrolling, risk management, private label sourcing, and managed services, supporting Snow Phipps' acquisition of APC.
Irving Place Capital Partners
Revolving Credit Facility
Counsel to Irving Place Capital Partners in the $60 million asset-based revolving credit facility for Thermadyne Holdings Corporation (now Victor Technologies Group, Inc.), a manufacturer and marketer of metal cutting and welding products and accessories, in connection with its acquisition by Irving Place Capital.
The Bank of New York Mellon Trust Company;BofA Merrill Lynch;Wells Fargo Bank;Bank of America
Securitized Commercial Real Estate Loan Restructuring
Represented various trustees of Commercial Mortgage-Backed Securities through the special servicer, CIII Asset Management, LLC, in the restructuring of a $2.7 billion securitized commercial real estate loan which supported Beacon Capital Partners' acquisition of a portfolio of office buildings in Washington DC, Virginia and Seattle, Washington.
The Gores Group, LLC
Sale of Vincotech to Mitsubishi
Advised Lineage Holdings (a portfolio company of The Gores Group, a Los Angeles-based private equity firm) on its sale of Vincotech Holdings, a Germany-based manufacturer of electronic components notably power modules used in inverters, to Mitsubishi Electric Corporation, the listed manufacturer of electric and electronic equipment.
Citi
Credit Facilities for ClubCorp Club Operations
Represented Citi in the $360 million term and revolving credit facilities for private golf and business club owner/operator ClubCorp Club Operations, with proceeds used to repay debt under existing secured credit facilities.
Berkshire Partners; Summit Partners; Bartlett Holdings, Inc.
Sale of BHI Energy to Harvest Partners
Represented Berkshire Partners, Summit Partners and their portfolio company, Bartlett Holdings (BHI Energy), provider of radiation protection and other technical and professional services to the nuclear power industry, in the sale of Bartlett to Harvest Partners.
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.
Snow Phipps Group, LLC
Acquisition of APC Workforce Solutions
Represented Snow Phipps Group in its acquisition of APC Workforce Solutions, provider of professional payrolling, risk management, private label sourcing, and managed services, from AP Capital Partners and other shareholders.
Citi
Senior Notes Offering by ClubCorp Club Operations
Represented Citi in the $415 million offering by private golf and business club owner/operator ClubCorp Club Operations of 10% Senior Notes due 2018 with proceeds used to repay debt under existing secured credit facilities.
American Securities LLC
Acquisition Financing for Arizona Chemical
Represented American Securities, as sponsor, in term and revolving credit facilities in connection with its acquisition of a majority stake in Arizona Chemical, a leading biorefiner of pine chemicals.
Invalda AB
Merger of the Tiltra Group’s Business with Trakcja Polska S.A.
Advised Invalda, the majority shareholder of the Tiltra Group companies, a regional transport infrastructure construction group operating in Poland and Lithuania engaged in the design of roads and bridges, and other shareholders of the Tiltra Group companies in connection with their PLN777.5 million (US$265 million) sale of shares in the Tiltra Group companies to Trakcja Polska, the leading rail infrastructure construction group in Poland, in exchange for cash and shares and bonds of Trakcja Polska.
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.
Irving Place Capital Partners
Senior Secured Notes Offering
Represented affiliates of Irving Place Capital Partners in the offering of $260 million of 9% Senior Secured Notes due 2017, the proceeds of which, along with an equity contribution of approximately $185 million, were used to finance the acquisition of Thermadyne Holdings Corporation (now Victor Technologies Group, Inc.), a manufacturer and marketer of metal cutting and welding products and accessories.
Barclays Capital; Barclays Capital Inc.; Lloyds TSB Corporate Markets
Gracechurch Card Programme Funding 2010-1
Represented the managers in a $589 million securitized debt offer, backed by receivables on credit card accounts originated by Barclays Bank, the first US-targeted UK credit card ABS since 2007.
Centerbridge Partners, L.P.
Acquisition Financing
Represented Centerbridge Partners, as sponsor, in term and revolving credit facilities for CraftWorks Restaurants & Breweries Group to, among other things, finance the acquisition of RB Capital and Gordon Biersch Brewery Restaurant Group.
General Growth Properties, Inc.; The Howard Hughes Corporation
Common Stock Offering and Spin-off of Real Estate Assets
Represented General Growth Properties (GGP), the leading regional mall owner with interests in such well-recognized properties as Ala Moana in Honolulu, Tysons Galleria in Washington DC, Oakbrook Center in Chicago and Faneuil Hall in Boston, in its $2.3 billion common stock offering following emergence from bankruptcy. The offering was unique in that it involved an SEC-registered public equity offering conducted during the pendency of a chapter 11 case. GGP used the proceeds of the offering, which was priced at $14.75 per share, to repurchase shares of common stock previously issued to institutional plan sponsors at $10 per share as part of its plan of reorganization. Also represented GGP in a "resale shelf" registration to enable plan sponsors to freely sell shares of its stock subscribed for in the plan. In a related matter, represented The Howard Hughes Corporation (THHC), a new entity created to hold GGP's portfolio of master planned communities and other strategic real estate development opportunities, in its spin-off from GGP as part of GGP's plan of reorganization, including establishing a listing for THHC on the NYSE and a resale shelf registration to enable plan sponsors and other institutional holders to freely sell their shares of THHC stock.
Univision Communications Inc.
Senior Notes Offer
Represented Univision Communications, the leading Spanish language broadcaster in the US, in its $500 million offer of 8.50% Senior Notes due 2021 to refinance existing indebtedness, the subject of a simultaneous tender offer.
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.
General Growth Properties, Inc.
Exit Facility
Represented General Growth Properties, the second-largest regional mall owner in the US, in a $300 million revolving exit facility for GGP Limited Partnership, GGPLP Real Estate 2010 Loan Pledgor Holding, GGPLPLLC 2010 Loan Pledgor Holding and GGPLP 2010 Loan Pledgor Holding.
The Howard Hughes Corporation
Spin-Off from General Growth Properties
Represented The Howard Hughes Corporation, a new entity created to hold General Growth Properties' (GGP) portfolio of master planned communities and other strategic real estate development opportunities, in its formation and spin-off from GGP as part of GGP's plan of reorganization.
Univision Communications Inc.
Senior Notes Tender Offer
Represented Univision Communications, the leading Spanish language broadcaster in the US, in its partial tender offer for $460 million 9.75%/10.50% Senior Notes due 2015 being funded by a simultaneous $500 million offer of 8.50% Senior Notes due 2021.
Eli Lilly and Company
Acquisition of Avid Pharmaceuticals, Inc.
Represented pharmaceutical maker Eli Lilly and Company in its acquisition of privately held Avid Radiopharmaceuticals, a molecular imaging company which has developed proprietary targeting agents for use in detection of Alzheimer's disease.
Advent International Corp.;Fifth Third Processing Solutions, LLC
Acquisition Credit Facilities
Represented credit, debit and gift card payment processor Fifth Third Processing Solutions (a joint venture between Advent International and Fifth Third Bank) in its $1.925 billion term and revolving credit facilities with proceeds to be used in part in support of its acquisition of NPC Group (National Processing Company).
Advent International
Acquisition of BOS Solutions
Represented Advent International in the acquisition of privately held Canada-based BOS Solutions, developer of drilling fluid treatment and recovery technology for the oil and gas exploration industry.
Summit Partners, L.P.
Acquisition of Central Security Group
Represented Summit Partners in its acquisition of Central Security Group, provider of security alarm monitoring services.
Lehman Commercial Paper, Inc.
Senior Secured Credit Facility for Hawaiian Telcom Communications
Represented Lehman Commercial Paper in a $300 million senior secured term facility to Hawaiian Telcom Communications replacing pre-existing loans and as exit financing.
MGM Resorts International
Senior Notes Offering
Counsel to MGM Resorts International, one of the world’s largest gaming, hospitality and entertainment companies, in its $500 million offering of 10% Senior Notes due 2016.
Summit Partners, L.P.
Acquisition Financing
Represented Summit Partners, as sponsor, in term and revolving acquisition financing for Central Security Group, provider of security alarm monitoring services.
Citi
Amendment and Restatement of Tenet's Revolving Credit Facility
Represented Citi in connection with the refinancing of an $800 million asset-based revolving facility for Tenet Healthcare Corporation, an acute care hospital owner and operator.
Thomas H. Lee Partners, L.P.
Acquisition of Systems Maintenance Services Holding
Represented Thomas H. Lee Partners in its secondary buyout of computer hardware maintenance firm Systems Maintenance Services Holding from the Frontenac Company.
Univision Communications Inc.
Senior Secured Notes Offering
Represented Univision Communications, the leading US Spanish language broadcaster, in its $750 million offering of 7-7/8% Senior Secured Notes due 2020.
ROBYG S.A.
Initial Public Offering
Advised ROBYG, a leading residential developer in Poland, in connection with its $28 million initial public offering on the Warsaw Stock Exchange.
Comverse Technology, Inc.
Sale of Ulticom, Inc. to Platinum Equity Partners
Counsel to Comverse Technology, a developer and marketer of telecommunications software, in connection with the sale of Ulticom, its majority-owned subsidiary and maker of signaling software that connects Internet and telecom service providers' switching and messaging systems, to Platinum Equity Partners.
MGM Resorts International
Common Stock Offering / Secondary Offering
Represented MGM Resorts International, one of the world’s largest gaming, hospitality and entertainment companies, in its $512.1 million public offering of 40.9 million common shares and the secondary offering by Tracinda Corporation of 27.8 million shares.
Ulticom, Inc.
Acquisition of Ulticom by Platinum Equity Partners
Counsel to Ulticom, a maker of signaling software that connects Internet and telecom service providers' switching and messaging systems, in its acquisition by Platinum Equity Partners.
MorphoSys AG
Acquisition of Sloning BioTechnology
Advised Germany-based, publicly traded MorphoSys, one of the world's leading biotechnology companies focusing on fully human antibodies, on the acquisition of the German biotechnology company Sloning BioTechnology from financial investors KfW, HBM BioVentures, LBBW Venture Capital and Deutsche Effecten- und Wechsel-Beteiligungsgesellschaft, among others.
Irving Place Capital
Acquisition of Thermadyne Holdings (now Victor Technologies Group, Inc.)
Counsel to Irving Place Capital in the $412 million acquisition of publicly traded Thermadyne Holdings Corporation (now Victor Technologies Group, Inc.), a manufacturer and marketer of metal cutting and welding products and accessories.
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.
Univision Communications, Inc.
Investment by Grupo Televisa
Represented private equity–backed Univision Communications, a leading Spanish-language broadcaster, in the $1.2 billion investment by Grupo Televisa, a major TV broadcaster in Mexico, under which Televisa acquired 5% of Univision's equity, debt convertible into an additional 30% and an option to purchase an additional 5% in the future.
Dynamex Inc.
Acquisition by Greenbriar
Represented publicly traded same-day delivery and logistics services provider Dynamex in its proposed $210 million acquisition by Greenbriar Equity Group.
ISOLA USA Corp.
Senior Secured Credit and Mezzanine Facilities
Represented ISOLA USA, leading maker of foundation materials for printed circuit boards, in its $385 million senior secured credit and mezzanine facilities and in the $60 million sale to the mezzanine lenders of 60% of the outstanding equity interests in TPG Hattrick Holdco, the indirect parent of ISOLA USA.
American Securities LLC
Acquisition of Arizona Chemical
Represented American Securities in its acquisition of a majority stake in Arizona Chemical, a leading biorefiner of pine chemicals, from Rhone Capital.
NBC Universal, Inc.
Senior Notes Offering
Represented NBC Universal in its $5.1 billion offering of Senior Notes, part of the financing necessary to complete General Electric's $37.25 billion joint venture with Comcast for ownership of NBC Universal.
Virtual Radiologic Corporation
Acquisition of NightHawk Radiology
Counsel to radiology services provider Virtual Radiologic (a portfolio company of Providence Equity Partners LLC) in its acquisition of publicly traded NightHawk Radiology Holdings, a remote interpreter of MRI, X-ray and other diagnostic images serving approximately 30% of US hospitals.
Safran SA
Acquisition of L-1 Identity Solutions
Counsel to French aerospace and security conglomerate Safran in its $1.19 billion acquisition of the greater part of US biometrics company, L-1 Identity Solutions.
Macquarie Capital (USA) Inc.
Syndicated Credit Facilities for Centerplate
Represented Macquarie Capital in $309 million syndicated revolving and term facilities for Centerplate, one of the largest sports, entertainment and convention center hospitality companies in the world.
Fifth Third Processing, LLC
Acquisition of National Processing Company
Represented credit, debit and gift card payment processor Fifth Third Processing (a joint venture between Advent International and Fifth Third Bank) in its acquisition of NPC Group (National Processing Company), the largest provider of payment processing services exclusively focused on the small-to-medium merchant processing market.
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.
Lindsay Goldberg
Formation of Trygg Pharma and Acquisition of Epax
Represented Lindsay Goldberg in the formation of Trygg Pharma, a Norway-based joint venture with Aker BioMarine, an integrated biotechnology company, and Trygg's NOK561 million ($91 million) acquisition of all of the shares in omega-3 supplement manufacturer Epax Holding, a wholly owned subsidiary of Austevoll Seafood.
Barclays Capital; Banc of America Securities; Goldman, Sachs & Co.; Citi
Tenet Healthcare Senior Notes Tender Offer
Represented Barclays Capital, Banc of America Securities, Goldman, Sachs & Co. and Citi in a cash tender offer by Tenet Healthcare Corporation, owner and operator of acute care hospitals, for up to $800 million of its outstanding 7.375% Senior Notes due 2013.
CA Technologies
Acquisition of Arcot Systems
Represented IT management software company CA Technologies in its $200 million acquisition of Arcot Systems, a privately held leader in providing advanced authentication and fraud prevention solutions through on-premise software or cloud services.
Macquarie Capital (USA), Inc.
Acquisition of Modern Luxury Media's Assets
Represented Macquarie Capital in its joint venture with Dickey Publishing to acquire the assets of Modern Luxury Media, the largest city magazine publisher in the US. Macquarie also provided debt financing and financial advisory services for the transaction.
TI Automotive Limited
Term and Asset-Based Revolving Facilities
Counsel to TI Automotive Limited in the $200 million term and asset-based revolving facilities for TI Group Automotive Systems, manufacturer of automotive fluid storage and delivery systems.
ICON Health & Fitness, Inc.;HF Holdings, Inc.
Senior Secured Credit Facility
Represented ICON Health & Fitness, the largest manufacturer and marketer of fitness equipment in the world, in its $275 million senior secured revolving credit and term loan facilities.
Avista Capital Partners
Acquisition of INC Research
Counsel to Avista Capital Partners in its acquisition, with Ontario Teachers' Pension Plan, of INC Research, a privately held, global contract research organization with special expertise in managing late stage clinical development programs, from an investor group led by Crosspoint Venture Partners and Adams Street Partners.
ALL3MEDIA Limited
Acquisition of Optomen Television
Advised global TV producer and distributor ALL3MEDIA on the acquisition of Optomen Television Limited, one of the UK’s top factual TV producers and one of the UK’s biggest standalone TV producers, and the 49% portion which it doesn't already own of One Potato Two Potato, Optomen's joint venture with British chef, restaurateur and TV personality Gordon Ramsay.
EnergySolutions
Credit Facility Refinancing
Represented nuclear services firm EnergySolutions in a $665 million term and revolving credit facility refinancing.
Morgan Stanley Private Equity
Acquisition of Majority Stake in Zenith Vehicle Contracts Group
Advised Morgan Stanley Private Equity on the acquisition of a 60% stake in Zenith Vehicle Contracts Group, one of the UK's largest independent leasing, fleet management and vehicle outsourcing businesses, from funds advised by Barclays Private Equity and Zenith management.
Advent International; Shoes for Crews
AEA Investors' Investment in Shoes for Crews
Represented slip-resistant footwear manufacturer Shoes for Crews and its minority shareholder, leading private equity firm Advent International, in the sale of a majority interest in Shoes for Crews to private equity firm AEA Investors.
China Media Capital
Acquisition of Star TV China
Represented China Media Capital in connection with its landmark agreement with News Corporation to acquire a controlling stake in three Chinese television channels (Xing Kong, Xing Kong International and Channel [V] Mainland China) and its Fortune Star Chinese movie library. This deal was awarded the 2010 Deal of the Year by China Business Law Journal.
Advent International Corporation; Bain Capital, LLC
Acquisition of Worldpay
Advised Advent International and Bain Capital in connection with their acquisition of Worldpay, the global merchant services division of Royal Bank of Scotland and one of the world’s largest payment processors.
Texas Rangers Baseball Partners
Sale of Texas Rangers
Counsel to Texas Rangers Baseball Partners in the $593 million sale of the Texas Rangers to Rangers Baseball Express, an investment entity formed to acquire the Texas Rangers and headed by Pittsburgh attorney Chuck Greenberg and Nolan Ryan, the legendary pitcher.
Barclays Capital; Banc of America Securities; Goldman, Sachs & Co.; Citi
Tenet Healthcare Senior Notes Private Placement
Represented Barclays Capital, Banc of America Securities, Goldman, Sachs & Co., Citi and other managers in acute care facilities and services provider Tenet Healthcare Corporation's $600 million private placement of 8% Senior Notes due 2020.
Lindsay Goldberg
Investment in Skilled Nursing Facility Owner
Represented Lindsay Goldberg in its investment, through a REIT, in one of the largest owners of skilled nursing facilities in the US.
Hicks Holdings, LLC
Term Financing for Latrobe Steel
Counsel to Hicks Holdings as sponsor of Latrobe Steel Company, manufacturer and distributor of high-performance alloy steels primarily for aerospace and defense applications, in Latrobe's $50 million syndicated term financing.
Thomas H. Lee Partners, L.P.
Acquisition of Intermedix Corporation
Represented Thomas H. Lee Partners in its acquisition of Intermedix Corporation, a company in the emergency healthcare billing and coding business, from Parthenon Capital Partners, certain other financial institutions and management.
EQT Expansion Capital
Restructuring and Sale of Cinterion
Advised the EQT Expansion Capital II fund in the restructuring and sale of the operational subsidiaries of insolvent Germany-based wireless module manufacturer Cinterion Wireless Modules Holding to the Netherlands-based digital security systems company Gemalto.
The Hertz Corporation
Rental Car Asset Backed Notes Offering
Represented The Hertz Corporation and its bankruptcy-remote special purpose subsidiary Hertz Vehicle Financing (HVF) in the offering by HVF of $750 million of senior and subordinated medium term rental car asset backed notes.
Trump Entertainment Resorts, Inc.
Restructuring and Recapitalization
Represented Trump Entertainment Resorts and certain of its subsidiaries (one of the largest casino operators/owners in Atlantic City, New Jersey) in the reorganization of their business under chapter 11 of the Bankruptcy Code. The reorganization included a $225 million equity infusion by certain creditors, the restructuring of the company's first lien credit facility through a $125 million cash payment and the issuance of new first lien term notes, the cancellation of $1.25 billion of second lien debt and all existing publicly held common stock, and the execution of a new trademark agreement with Donald J. Trump in exchange for new common stock and warrants. The company's chapter 11 plan became effective after a hotly contested, nine-day confirmation hearing.
EFS Gas Storage Holdings, LLC
Sale of Bobcat Gas Storage
Represented EFS Gas Storage Holdings, a General Electric subsidiary, in, together with Haddington Ventures, the $540 million sale of Port Barre Investments d/b/a Bobcat Gas Storage, a natural gas storage facility in Louisiana, to energy infrastructure company Spectra Energy.
ProSight Specialty Insurance Holdings, Inc.
Acquisition of NYMAGIC
Counsel to ProSight Specialty Insurance Holdings, a specialty P&C insurance company and portfolio company of GS Capital Partners and TPG Capital, in its $230 million acquisition of NYMAGIC, a public insurance holding company.
Cerberus
Ströer Out-of-Home Media Initial Public Offering
Advised financial investor Cerberus as selling shareholder in the €394 million initial public offering of Ströer Out-of-Home Media, a leading international outdoor advertising provider.
The Gores Group, LLC
Acquisition of Assets of National Envelope Corporation
Represented The Gores Group in its $206 million acquisition via 363 sale in bankruptcy of the assets of privately held envelope maker National Envelope Corporation.
Lindsay Goldberg
Bluegrass Materials Company's Acquisition of CEMEX Facilities
Counsel to Lindsay Goldberg, majority owner of Bluegrass Materials Company, LLC, an aggregates and construction materials business and subsidiary of Panadero Aggregates Holdings, LLC, in the purchase of seven aggregates quarries, three resale aggregates distribution centers and one concrete block manufacturing facility in Kentucky from Mexico-based CEMEX S.A.B. de CV.
Genstar Capital, LLC
Acquisition of Evolution Benefits
Represented Genstar Capital in its acquisition of Evolution Benefits, a provider of benefit card payment services for healthcare and employee benefits accounts.
Macquarie Capital Markets Canada Ltd.;Macquarie Bank Limited
Term Financing for Drug Royalty LP 2
Represented Macquarie in its term financing for Drug Royalty LP 2, an investment fund focused on the healthcare industry.
Providence Equity Partners LLC
Acquisition of Study Group
Represented Providence Equity Partners in its acquisition of Australia-based Study Group, a leading global private education provider, for A$660 million (US$570 million).
Lone Star
Acquisition of Düsseldorfer Hypothekenbank
Advised US financial investor Lone Star in its acquisition of Düsseldorfer Hypothekenbank, a medium-sized German mortgage bank which nearly collapsed in the wake of the global financial crisis, from the Deposit Protection Fund run by the Association of German Banks (Bundesverband deutscher Banken e.V. - Einlagensicherungsfonds) and the Auditing Association of German Banks (Prüfungsverband deutscher Banken e.V.).
Summit Partners
Minority Acquisition of Acturis Limited
Advised Summit Partners on its acquisition of a minority stake in Acturis Limited, an award winning provider of insurance technology solutions to general insurance brokers, underwriters and affinity networks in the UK and abroad.
Credit Suisse
Dow Jones Credit Suisse Hedge Fund Indexes
Represented Credit Suisse in its joint venture with Dow Jones Indexes establishing the Dow Jones Credit Suisse Hedge Fund Indexes, broad market and investable indexes designed to track hedge fund performance. Terms of the JV cover the calculation, licensing, branding and marketing of what were formerly known as the Credit Suisse/Tremont Hedge Fund Indexes. Dow Jones Indexes will calculate, distribute and market the indexes, while Credit Suisse affiliates will continue to manage the financial products linked to them.
Swett & Crawford
Combination with Cooper Gay
Represented Swett & Crawford, America's oldest independent wholesale reinsurance broker and a portfolio company of HM Capital Partners, in its transaction to combine with Cooper Gay, a London-based independent wholesale reinsurance and specialist retail insurance broker, creating Cooper Gay Swett & Crawford Ltd., the world's largest independent global wholesale and reinsurance broker.
Bank of America Securities LLC
High Yield Senior Notes Offering by Capella Healthcare
Represented Bank of America Securities in the $500 million offering of high yield senior notes due 2017 by Capella Healthcare, provider of general and specialized acute care, outpatient and other medically necessary services.
Brookfield Infrastructure L.P.
A&R – Revolving Credit Facility
Represented Brookfield Infrastructure and associated companies, owners and operators of utilities, infrastructure and timber assets worldwide, in a $199 million accordian added to a $500 million syndicated revolving credit facility.
Covidien International Finance S.A.
Notes Offering
Counsel to Morgan Stanley, Barclays Capital and Goldman, Sachs & Co., as underwriters of the $1.5 billion senior notes offering by Covidien, a leading manufacturer of healthcare products, proceeds of which were used to finance a portion of Covidien's acquisition of ev3, Inc.
Genworth Financial, Inc.
Senior Notes Offering
Represented life and health insurer Genworth Financial in its $400 million offering of 7.700% Senior Notes due 2020, with proceeds to be used in part to repay outstanding borrowings of $100 million under each of its five-year revolving credit facilities.
Magna Entertainment Corp.
Chapter 11 Bankruptcy Sale
Represented racetrack and casino operator Magna Entertainment in its $43 million chapter 11 bankruptcy auction and sale, of Thistledown Racetrack to branded casino entertainment provider Harrah's Entertainment.
Bresnan Communications; Providence Equity Partners LLC
Acquisition by Cablevision
Counsel to Bresnan Communications, the nation’s thirteenth largest multiple systems operator serving more than 300,000 cable, internet and phone subscribers in the western US, and sponsor Providence Equity Partners LLC in the $1.365 billion sale of Bresnan to Cablevision, one of the nation's leading telecommunications, media and entertainment companies.
Keystone Foods LLC; Lindsay Goldberg LLC
Sale of Keystone Foods to Marfrig Alimentos
Counsel to Keystone Foods, a portfolio company of Lindsay Goldberg and the largest privately held meat products company in the US, in the $1.26 billion sale of Keystone to Marfrig Alimentos, Latin America's second-largest beef producer, making Marfrig a leading supplier to the McDonald's Corporation, Campbell's, Subway, ConAgra, Yum Brands and Chipotle.
Archipelago Learning, Inc.
Acquisition of Educationcity Ltd.
Represented Archipelago Learning, a leading subscription-based online education company, in its $87 million acquisition of privately held UK-based Educationcity Ltd, a leading developer and publisher of an online K-12 educational content and assessment program.
Maxim Integrated Products, Inc.
Senior Notes Offering
Represented semiconductor manufacturer Maxim Integrated Products in its offering of $300 million 3.45% Senior Notes due 2013.
The Hertz Corporation
Rental Car Asset Backed Notes Offering
Represented The Hertz Corporation and its bankruptcy-remote special purpose subsidiary Hertz Vehicle Financing (HVF) in the issuance by HVF of $184.3 million of subordinated medium term rental car asset backed notes.
Oak Hill Capital Partners
Acquisition and Working Capital Credit Facility
Represented Oak Hill Capital Partners in a $200 million term and revolving acquisition and working capital credit facility supporting Oak Hill's acquisition of restaurant/entertainment owner and operator Dave & Buster’s.
THL Partners;Providence Equity Partners LLC;CCMP Capital Advisors LLC;Caisse de dépôt et placement du Québec;GE Private Equity;Quadrangle Group;others
Senior Credit Facility Refinancing and PIK Investment for ONO and Cableuropa
Represented private equity sponsors THL Partners, Providence Equity Partners, CCMP Capital Advisors, Caisse de dépôt et placement du Québec, GE Private Equity and Quadrangle Group in, together with other shareholder vehicles, the €200 million PIK investment into Grupo Corporativo ONO and the €3.6 billion senior credit facility refinancing for ONO and its subsidiary, Cableuropa, Spain-based cable television and telecommunications providers.
Michael Foods, Inc.
Sale to GS Capital Partners
Counsel to Michael Foods, a THL Partners portfolio company and multinational producer and distributor of food products to the foodservice, retail and food ingredient markets, in its $1.7 billion sale to GS Capital Partners.
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.
Franklin Resources, Inc.
Investment Grade Note Offering
Represented Franklin Resources, operating as mutual fund manager Franklin Templeton Investments, in its $900 million offering of investment grade notes due 2013, 2015 and 2020.
Lehman Brothers
Spin-Out of European Mezzanine Fund
Advised Lehman Brothers in the spin-out of its €800 million ($1 billion) European Mezzanine Fund to Neovara, a new entity which is led by the former managers of the European mezzanine business at Lehman and that will advise and manage the assets of the Fund.
Man Group plc
Acquisition of GLG Partners
Counsel to the UK-based asset management firm Man Group in its $1.6 billion cash and stock acquisition of US-based asset management firm GLG Partners.
Providence Equity Partners LLC
Take Private of Virtual Radiologic Corporation
Counsel to Providence Equity Partners in the $294 million take private, through its Viking Holdings and Viking Acquisition affiliates, of Virtual Radiologic Corporation, a national teleradiology company and leader in the development of radiologist workflow technology.
The Estée Lauder Companies Inc.
Acquisition of Smashbox Beauty Cosmetics
Represented The Estée Lauder Companies in its acquisition of Smashbox Beauty Cosmetics, a maker of photo studio-inspired prestige cosmetics, from Smashbox founders Dean and Davis Factor, great-grandsons of the makeup legend Max Factor, and private equity firm TSG Consumer Partners.
Electrical Components International, Inc.
Exit Financing
Counsel to Electrical Components International, manufacturer of wire harnesses and subassemblies for kitchen appliances, agricultural equipment and other applications, in the $177.5 million financing of its plan of reorganization.
OMERS Private Equity
Acquisition Financing
Represented OMERS Private Equity in certain financings related to its acquisition of United States Infrastructure Corporation, a provider of locating and marking services for underground utilities.
GMP Securities LP
Banro Common Stock Issue
Counsel to GMP Securities in the $125 million common stock offering by Canadian gold mining concern Banro Corporation.
Brookfield Renewable Power Inc.
Rumford Falls Hydro Refinancing
Represented Brookfield Renewable Power Inc. in the issuance of $95 million 5.71% Senior Notes by Rumford Falls Finance LP, repaying an existing credit facility, for hydroelectric producer and Brookfield portfolio company Rumford Falls Hydro LLC.
Susser Holdings Corporation
A&R of Term and Revolving Secured Credit Facility
Represented fuel distributor and convenience store operator Susser Holdings in the amendment and restatement of its existing term and revolving secured credit facility in which the asset-based revolving facility was increased to $120 million.
C. R. Bard, Inc.
Acquisition of SenoRx
Represented C. R. Bard, manufacturer of surgical and medical instruments, in its $214 million acquisition of SenoRx, a company which designs, develops, manufactures and markets minimally invasive devices for the diagnosis and treatment of breast cancer.
Providence Equity Partners LLC
Acquisition of Minority Interest in AutoTrader.com
Represented Providence Equity Partners in its acquisition of a 25-percent equity interest in AutoTrader.com, a subsidiary of diversified media company Cox Enterprises and the Internet’s largest automotive shopping and advertising site.
Advent International Corporation
Sale of Poundland
Advised management and funds managed by private equity client Advent International on the sale of the entire issued share capital of Poundland Holdings Limited, Europe’s largest single price discount retailer, to Poseidon 3 Limited, a company formed by funds managed by Warburg Pincus.
Lantheus Medical Imaging, Inc.
Senior Notes Offering
Represented Lantheus Medical Imaging, a specialty pharmaceuticals company, in its $250 million offering of 9.75% Senior Notes due 2017.
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.
Susser Holdings Corporation
Senior Notes Offering
Represented Susser Holdings Corporation in the private issuance by Susser Holdings, L.L.C. and Susser Finance Corporation of $425 million of 8.50% Senior Notes due 2016, with proceeds used, together with cash on hand and borrowings under an amended and restated revolving facility, to redeem all $300 million of Susser's 10.625% Senior Notes due 2013 and to repay an existing term loan facility.
Symantec Corp.
Acquisition of GuardianEdge Technologies
Counsel to Symantec Corp. provider of security, storage and systems management software, in its acquisition of GuardianEdge Technologies, provider of email and data encryption technology.
AK Steel Corporation
Senior Note Offering
Counsel to AK Steel Corporation in its $400 million public offering of 7.625% Senior Notes Due 2020, with proceeds to be used to finance its cash tender offer for its outstanding 7.75% Senior Notes due 2012.
NBC Universal, Inc.
Senior Notes Offering
Represented NBC Universal in its $4 billion offering of Senior Notes, part of the financing necessary to complete General Electric's $37.25 billion joint venture with Comcast for ownership of NBC Universal.
AK Steel Corporation
Tender Offer and Consent Solicitation
Counsel to AK Steel Corporation in its cash tender offer and consent solicitation for its outstanding 7.75% Senior Notes due 2012, financed in part by its $400 million public offering of 7.625% Senior Notes Due 2020.
Getty Images, Inc.
Acquisition of Rex Features
Represented Getty Images, a supplier of creative and still and moving images and illustrations, in its proposed acquisition of celebrity and entertainment photography archive Rex Features, which includes Los Angeles–based Berliner Photography.
Thomas H. Lee Partners, L.P.
Minority Investment
Counsel to Thomas H. Lee Partners in its $171 million minority investment in Sterling Financial Corporation, bank holding company for Sterling Savings Bank, the largest commercial bank headquartered in Washington State, as part of a series of agreements to raise a total of $730 million in new capital from institutional, private equity and other accredited investors.
International Wire Group, Inc.
Senior Secured Notes Offer
Counsel to International Wire Group in its $140 million 144A-for-life placement of 9-3/4% Senior Secured Notes due 2015, with proceeds used to redeem existing secured senior subordinated notes, pay a distribution to shareholders and option holders and pay related fees and expenses.
OMERS Private Equity
Acquisition of United States Infrastructure Corporation
Represented OMERS Private Equity in its acquisition of United States Infrastructure Corporation, provider of locating and marking services for underground utilities, from Kohlberg & Company.
Starwood Hotels & Resorts Worldwide, Inc.
Credit Facility Refinancing
Represented Starwood Hotels & Resorts Worldwide and certain of its subsidiaries in the refinancing of its $1.5 billion revolving credit facility.
MGM Resorts International
Convertible Senior Notes Offering
Counsel to MGM Resorts International (formerly MGM MIRAGE), one of the world’s largest gaming, hospitality and entertainment companies, in its private offering of $1.15 billion of 4.25% convertible senior notes due 2015.
STR Holdings, Inc.; Selling Stockholders
Secondary Offering
Represented solar panel component provider STR Holdings and the selling stockholders in a $151 million secondary offering of shares of common stock of STR.
Syndicate of Investors, including Silver Point Capital and Goldman Sachs
Restructuring and Sale of HP Pelzer Group
Advised a syndicate of investors, including Silver Point Capital and Goldman Sachs, on the restructuring and sale of the HP Pelzer Group, a Germany-based worldwide supplier of automotive parts with a focus on automotive acoustics and interior trim, to its senior management.
C. R. Bard, Inc.
Acquisition of FlowCardia, Inc.
Represented C. R. Bard, manufacturer of surgical and medical instruments, in its acquisition of FlowCardia, a company which designs and manufactures endovascular CTO recanalization products.
The DIRECTV Group Inc.
$900 Million Recapitalization
Represented DIRECTV in a $900 million recapitalization involving the exchange by Dr. John C. Malone, Chairman of the Board of DIRECTV, and his family of all outstanding shares of Class B common stock for 26.5 million shares of Class A common stock, resulting in the reduction of the Malones' voting interest in DIRECTV from approximately 24.3% to approximately 3%.
Lee Equity Partners, LLC
Secondary Buy-out of Papa Murphy's
Represented Lee Equity Partners in its $187 million secondary buyout of US pizza restaurant chain Papa Murphy's from private equity firm Charlesbank Capital Partners.
Grohe AG
Initial Public Offering by Joyou
Counsel to Grohe AG, a leading provider of premium bath faucets and showers and a 10% shareholder in Joyou AG, a subsidiary of Joyou Group, a China-based manufacturer of bathroom, kitchen and other faucets, in Joyou's €105 million initial public offering.
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.
Citi; J.P. Morgan Securities LLC; Barclays Capital Inc.; UBS Securities LLC; HSBC Securities (USA) Inc.
Senior Notes Offering by Lear
Represented Citi and the other initial purchasers in the offering by auto seat system manufacturer Lear Corporation of $700 million of senior notes.
NextWave Wireless LLC
Amendment and Waiver of Note Agreements
Represented NextWave Wireless, developer of multimedia software and mobile TV applications, in the Amendment and Limited Waiver of $870 million of first, second and third lien note agreements to extend maturities of first and second lien and allow retention by NextWave of up to $37.5 million of net proceeds of asset sales.
Mr. Tommy Hilfiger
Acquisition of Tommy Hilfiger B.V. by Phillips-Van Heusen
Represented Mr. Tommy Hilfiger, as minority shareholder, in the €2.2 billion acquisition of Tommy Hilfiger B.V., a leading purveyor of colorful preppy clothing, by Phillips-Van Heusen Corporation, the clothing conglomerate that owns Calvin Klein, Arrow and Izod.
Emera Inc.
Acquisition of Maine & Maritimes
Represented Nova Scotia-based power company Emera in its acquisition of Maine-based electric utility company Maine & Maritimes, expanding Emera's presence in the Maine power market.
Lehman Brothers
Debt Restructuring and New Financing for Aveos Fleet Performance Inc.
Represented Lehman Commercial Paper in the restructuring of over $750 million of first and second lien debt of bankrupt Montreal-based airline maintenance company Aveos Fleet Performance in exchange for equity control and $300 million of second lien debt as well as the extension of a new $75 million asset-based first lien facility provided by existing lenders.
MGM Resorts International (formerly MGM MIRAGE)
Senior Secured Notes Offering
Counsel to MGM Resorts International (formerly MGM MIRAGE), one of the world’s largest gaming, hospitality and entertainment companies, in its $845 million offering of 9% Senior Secured Notes due 2020.
Citi
Second A&R for Revlon's $1 Billion Facility
Represented Citi in connection with the refinancing of Revlon Consumer Products Corporation's $840 million term loan facility and $160 million revolving credit facility with a $800 million term loan facility and a $140 million revolving credit facility, respectively.
Building Materials Corporation of America
Senior Notes Offering
Represented Building Materials Corporation of America in its $325 million Senior Notes offering, the proceeds of which were used, together with cash on hand, to repay all outstanding amounts under BMC's junior lien term loan.
American International Group, Inc.
Sale of American Life Insurance Company
Represented American International Group (AIG) in the $15.5 billion sale of American Life Insurance Company (ALICO), one of the world's largest and most diversified international life insurance companies, to MetLife.
American International Group, Inc.
Sale of American International Assurance
[TERMINATED] - Represented American International Group (AIG) in the $35.5 billion proposed sale of American International Assurance, its Asian life insurance unit, to UK-based Prudential, the UK's largest life insurer and the largest European insurer operating in Asia.
Lion Capital Partners LLP
Sale of Kettle Foods' UK and US Operations
Advised long-standing private equity client Lion Capital on its sale of all UK and US operations of the Kettle Foods Group to Diamond Foods, the leading packaged food company, for $615 million in cash.
Chattem, Inc.
Debt Tender Offer
Represented Chattem, a US-based health and beauty product manufacturer, in its tender offer for its convertible senior notes, in connection with its acquisition by Sanofi, a listed France-based pharmaceuticals company.
Viasystems, Inc.
Acquisition Financing
Represented Viasystems Group, a portfolio company of HM Capital, in its asset-based revolving credit facility obtained in conjunction with its merger with Merix Corporation, creating the largest publicly traded printed circuit board manufacturer by revenue in the US.
Citi
Revolving Facility for Severstal Columbus
Represented Citi in a $150 million asset-based revolving credit facility for steel producer Severstal Columbus, a US subsidiary of Russia-based OAO Severstal.
IWCO Direct
Acquisition of Assets of Transcontinental Direct
Represented direct marketing firm IWCO Direct, a portfolio company of Avista Capital Partners, in its acquisition of substantially all the assets of Transcontinental Direct USA, a subsidiary of Transcontinental, Inc.
Generac Holdings Inc.
Initial Public Offering
Represented Generac Holdings (a portfolio company of CCMP Capital Advisors), a leading designer and manufacturer of automatic standby generators for the residential, commercial and industrial markets, in its $270 million initial public offering and listing on the New York Stock Exchange.
Brookfield Real Estate Financial Partners
Mortgage Loan Restructuring
Represented Brookfield Real Estate Financial Partners which, as mezzanine lender, foreclosed on its interests in various properties owned by Stellar Management, becoming the owner of the properties subject to an existing $663 million first mortgage loan held by Fannie Mae, and the subsequent restructuring of that loan.
Numonyx Holdings B.V.
Sale of Numonyx Holdings B.V. to Micron Technology
Represented Numonyx Holdings, a joint venture among Intel, STMicroelectronics and Francisco Partners, in its approximately $1.27 billion sale to Micron Technology.
Aleris International, Inc.
Rights Offering to Creditors
Represented Aleris International, pursuant to its chapter 11 bankruptcy plan, in its $609 million rights offering backstopped by affiliates of Oaktree Capital Management, Apollo Management and Sankaty Advisors. The offering will leave the Aleris creditors with a 100% equity holding in the company.
Lightning Enterprises LP; Lightning Real Estate Holdings LP
Sale of the Tampa Bay Lightning
Represented Lightning Enterprises and Lightning Real Estate Holdings in their sale of the Tampa Bay Lightning National Hockey League franchise to Tampa Bay Sports & Entertainment, which is owned by Jeff Vinik and a related family entity. The sale includes the Lightning hockey team, the company which operates the St. Pete Times Forum and two parcels of adjacent land.
General Electric Capital Corporation
Exit Facilities
Represented General Electric Capital Corporation in the term and revolving exit facilities for public space music provider Muzak.
LaBranche & Co Inc.
Tender Offer
Represented market maker LaBranche & Co in its partial tender offer for 15 million shares of its common stock.
UniTek USA, LLC; HM Capital Partners LLC
Merger with Berliner Communications, Inc.
Represented UniTek USA, a portfolio company of HM Capital Partners and provider of engineering and related services to companies in the broadband cable, wireline telecommunications and satellite television industries, in its merger with Berliner Communications, provider of installation, construction and site acquisition services to the wireless industry.
Remedial Construction Services, L.P.
Credit Facilities
Represented environmental remediation provider Remedial Construction Services in its $50 million term, revolving and L/C facilities.
Uno Restaurant Holdings Corporation
DIP Financing
Represented US-based restaurant chain Uno Restaurant Holdings in its $52 million term and revolving DIP financing.
Bank Millennium S.A.
Common Stock Rights Issue
Advised Bank Millennium, one of Poland's largest banks, in connection with its $377 million rights issue to domestic and international investors and the listing of the newly issued shares on the Warsaw Stock Exchange.
LaBranche & Co Inc.
Sale of NYSE Designated Market Maker Business
Represented LaBranche & Co Inc. and its subsidiary LaBranche & Co. LLC on the sale of the subsidiary's NYSE Designated Market Maker business to investment bank Barclays Capital.
Anadarko Petroleum Corp.
Asset Acquisition
Represented natural gas company Anadarko E&P Company in its $310 million acquisition with Newfield Exploration Company of assets in the Maverick Basin of Southwest Texas of bankrupt TXCO Resources, a gas exploration and production company.
Earthbound Farm
Acquisition of Assets of Mission Organics
Represented organic produce grower Earthbound Farm, an HM Capital Partners portfolio company, in its acquisition of the assets of Mission Organics.
Home Delivery Network Limited
Acquisition of DHL Domestic
Advised Home Delivery Network, the UK’s largest home delivery and collection service, on the acquisition of the UK domestic parcel delivery business of DHL Express (UK) Limited.
Goldman Sachs Credit Partners L.P.
Acquisition Financing
Represented Goldman Sachs Credit Partners in $175 million senior secured revolving and term and $90 million senior subordinated term credit facilities for Ability Acquisition to fund acquisition of ATI Enterprises Inc., provider of post high school vocational training, by private equity firm BC Partners.
Nuance Communications, Inc.
Acquisition of SpinVox Limited
Represented US-based Nuance Communications, source of the world's largest portfolio of speech and imaging products, in its acquisition of UK-based SpinVox, provider of voice-to-text services to telecommunications companies.
Pilgrim's Pride Corporation
Exit Financing
Represented poultry and prepared-foods producer Pilgrim's Pride Corporation in its $1.75 billion exit financing facility.
Lehman Brothers
Sale of Rights to Manage Real Estate Partnerships
Represented Lehman Brothers in a transaction by and among Real Estate Private Equity, Lehman Brothers Private Equity Advisers and certain other affiliates in the sale to REPE CP ManageCo of the right to manage and receive management fees with respect to Lehman Brothers Real Estate Partners I, Lehman Brothers Real Estate Partners II, Lehman Brothers Real Estate Partners III and their parallel, alternative and co-investment vehicles.
General Electric Capital Corporation
Asset-Based Revolving Facility
Represented General Electric Capital Corporation in a $300 million asset-based revolver for commodity chemical and building and home improvement products manufacturer Georgia Gulf Corporation and its subsidiary, Royal Group, for working capital, capital expenditures and expenses in connection with the financing and the issuance of new senior secured notes.
Sanofi
Acquisition of Chattem, Inc.
Counsel to Sanofi, a listed France-based pharmaceuticals company, in its $1.9 billion purchase of Chattem, a listed, US-based consumer health care company, a deal which gave Sanofi an over-the-counter presence in the US healthcare market.
Nortek, Inc.;NTK Holdings, Inc.
Exit Facility
Represented ventilation, air conditioning and heating product maker Nortek, Ventrol Air Handling Systems, and certain US subsidiary guarantors in their $250 million exit facility to refinance an asset-based revolving credit facility and for working capital and other corporate purposes.
Cedar Fair, L.P.
Proposed Acquisition by Apollo Global Management
Represented Cedar Fair, one of the largest regional amusement-resort operators in the world, in its proposed $2.4 billion acquisition by an affiliate of private equity firm Apollo Global Management.
Bridges Ventures
Investment in Babington Business College
Advised fund manager Bridges Ventures on its investment in Babington Business College, an East Midlands, UK-based vocational training company.
Abbott Laboratories
Acquisition of STARLIMS Technologies
Counsel to Abbott Laboratories, manufacturer and marketer of pharmaceuticals and medical products, in its acquisition of STARLIMS Technologies Ltd., a leading provider of laboratory information management systems.
Citi;J.P. Morgan Securities LLC
Revolving Credit Facility for Pfizer
Represented Citi and J.P. Morgan Securities in a $5 billion revolving credit facility for Pfizer, one of the world's leading biopharmaceutical companies, for general corporate purposes and as a commercial paper backstop.
Oak Hill Capital Partners
Credit Agreement Waivers for CARGO 360
Represented Oak Hill Capital Partners, as sponsor, air cargo services provider Southern Air Holdings, Inc. and Cargo 360, Inc. in a Fourth Amendment and Waiver to Credit Agreement.
Providence Equity Partners LLC
Investment in ikaSystems Corporation
Represented Providence Equity Partners in its investment in ikaSystems Corporation, a provider of enterprise-level Web-based technologies for the healthcare payer market.
Brookfield Properties Corporation
Acquisition of San Francisco Office Building
Represented Toronto-based real estate investment trust Brookfield Properties in its foreclosure on 333 Bush St., a 543,000-square-foot office building in San Francisco.
General Electric Company; NBC Universal, Inc.
Joint Venture with Comcast for NBC Universal
Counsel to NBC Universal and parent General Electric in GE's $37.25 billion joint venture with Comcast for ownership of NBC Universal and Comcast's cable channels and regional sports networks, a deal which changed the media landscape by uniting a content provider with broad distribution platforms and created a media and entertainment industry giant consisting of cable TV networks, local TV stations, a movie studio and theme parks. Comcast took a 51% stake in the venture, which values NBC Universal at $30 billion. This transaction was named by The Deal as among the top M&A transactions for 2011 based on degree of difficulty or complexity.
Genworth Financial, Inc.
Senior Notes Offering
Advised Genworth Financial in its $300 million offering of 8.625% Senior Notes due 2016.
SemGroup Corporation
Term Loan Exit Facility
Represented oil and natural gas pipeline, terminal and storage operator SemGroup Corporation and its subsidiaries in their $300 million second lien secured term loan exit facility.
SemGroup Corporation
Revolving Credit Exit Facility
Represented oil and natural gas pipeline, terminal and storage operator SemGroup Corporation and its subsidiaries in their $500 million senior secured exit facility.
Goldman Sachs International; Citi; Deutsche Bank; UBS
Senior Secured Note Offering
Represented the managers/underwriters in CEDC Finance Corporation International's $380 million offer of its 9.125% Senior Secured Notes due 2016 and €380 million offer of its 8.875% Senior Secured Notes due 2016, guaranteed by Central European Distribution Corporation and certain of its subsidiaries.
RehabCare Group, Inc.
Acquisition Financing
Represented RehabCare Group, a leading national provider of physical rehabilitation services, in its $625 million term and revolving credit facilities to finance the acquisition by one of its affiliates of Triumph Healthcare Holdings, Inc., operator of long-term acute care hospitals, and to provide working capital.
Mercuria Energy Asset Management B.V.
Acquisition of 3B Biofuels
Represented Mercuria Energy Asset Management B.V., on behalf of Switzerland-based energy trading company Mercuria Energy Group, Ltd., in its acquisition of Germany-based 3B Biofuels Gmbh & Co. KG, one of the largest biodiesel refineries in Europe, from investment and advisory firm Babcock & Brown Limited, which is in liquidation.
Brookfield Asset Management Inc.; Brookfield Infrastructure Partners L.P.
Restructuring of Babcock & Brown Infrastructure
Represented Brookfield Asset Management and Brookfield Infrastructure Partners in their $1.1 billion investment in Babcock & Brown Infrastructure (now Prime Infrastructure), owner of transportation and utility assets worldwide, as part of a recapitalization of Babcock & Brown Infrastructure which also included purchase of a 49.9% economic interest in Dalrymple Bay Coal Terminal, in Queensland, Australia, and assumption of 100% of PD Ports, a leading ports business in northeast England.
Archipelago Learning, Inc.; Providence Equity Partners LLC
Initial Public Offering
Represented online education provider Archipelago Learning and its sponsor, Providence Equity Partners, in Archipelago's $103 million initial public offering.
Goldman Sachs & Co.; Citi
Senior Notes Offering
Represented Goldman Sachs & Co. and Citi, as representatives of the initial purchasers, in the $400 million offering by commercial cleaning product manufacturer JohnsonDiversey of 8.25% Senior Notes due 2019.
Goldman Sachs & Co.; Citi; Morgan Stanley & Co. Incorporated
Ten-Year Senior Notes Offering
Represented Goldman Sachs & Co., Citi and Morgan Stanley & Co. Incorporated in the $250 million offering by commercial cleaning product manufacturer JohnsonDiversey of 10.50% 10-year Senior Notes due 2020.
Simmons Bedding Company
Debtor-in-Possession Financing
Represented Simmons, one of the top three US mattress makers, in its $35 million DIP financing.
Jefferies & Company, Inc.; UniCredit CAIB Securities UK Ltd.; Renaissance Securities (Cyprus) Limited
Common Stock Offering
Represented the underwriters in Central European Distribution Corporation's public offering of 10.25 million shares of common stock yielding proceeds of $317.75 million.
RehabCare Group, Inc.
Common Stock Offering
Represented RehabCare Group, a leading national provider of physical rehabilitation services, in a follow on offering of its common stock, the proceeds of which were used to finance RehabCare's acquisition of Triumph Healthcare, operator of long-term acute care hospitals.
Viasystems, Inc.
Senior Notes Offering
Represented printed circuit board manufacturer Viasystems in its $220 million offering of 12% Senior Secured Notes due 2015, with proceeds to be used to refinance existing indebtedness.
Citi
Commercial Paper Back-up Financing
Represented Citi as administrative agent and lender in a $2.25 billion commercial paper back-up facility for Microsoft Corporation.
Rural/Metro Corporation
Tender Offer
Represented ambulance and emergency services provider Rural/Metro in its tender offer and consent solicitation for any and all of its 9.875% Senior Subordinated Notes due 2015.
Starwood Hotels & Resorts Worldwide Inc.
Senior Notes Tender Offer
Represented Starwood Hotels & Resorts Worldwide in its tender offer for $200 million of 7.875% Senior Notes due 2012 and $100 million of 6.250% Senior Notes due 2013, financed by Starwood's underwritten public offering of $250 million of 7.150% Senior Notes due 2019, together with cash on hand.
Starwood Hotels & Resorts Worldwide Inc.
Senior Notes Offering
Represented Starwood Hotels & Resorts Worldwide in a $250 million public offering of 7.150% Senior Notes due 2019, the proceeds of which were used to fund its tender offer for $200 million of 7.875% Senior Notes due 2012 and $100 million of 6.250% Senior Notes due 2013.
C. R. Bard, Inc.
Acquisition of Y-Med Inc.
Represented C. R. Bard, manufacturer of surgical and medical instruments, in its acquisition of Y-Med, a company focused on the development and manufacture of specialty catheters.
RehabCare Group, Inc.
Merger with Triumph HealthCare
Represented RehabCare Group, Inc., a leading national provider of physical rehabilitation services, in its $570 million merger with Triumph HealthCare, a leading developer and operator of long-term acute care hospitals, creating the fourth largest post-acute hospital operator and the third largest long-term acute care hospital provider in the US.
Starwood Hotels & Resorts Worldwide, Inc.
Sale of Bliss
Represented Starwood Hotels & Resorts Worldwide in the $100 million sale of Bliss World Holdings, a spa and skincare company, to Steiner Leisure Limited, a provider of spa services and products. The team at Weil worked with Michael T. Dojlidko, Associate General Counsel at Starwood, on the transaction.
Berkshire Partners LLC
Acquisition and Working Capital Financing
Represented Berkshire Partners in obtaining financing for the acquisition by a Berkshire affiliate of deep-discount supermarket chain Grocery Outlet Inc., comprising a senior secured bank loan, 15% Senior Subordinated Notes due 2016 and a revolver to provide working capital for Grocery Outlet.
Edline LLC
Acquisition of TeacherWeb, Inc.
Represented educational technology firm Edline in its purchase of TeacherWeb, Inc., the leading provider of template websites for teachers’ use in the classroom and administrators’ use in schools and districts, from Archipelago Learning, LLC.
Goldman, Sachs & Co.; Goldman Sachs International
Tender Offer and Consent Solicitation
Represented Goldman, Sachs & Co. and Goldman Sachs International in the cash tender offer by commercial cleaning product manufacturer JohnsonDiversey for any and all of the outstanding $406 million 10.67% Senior Discount Notes due 2013. Concurrently, JohnsonDiversey solicited consents to amendments to eliminate substantially all restrictive covenants, certain events of default and substantially all of the restrictions on its ability to merge, consolidate or sell its properties or assets.
Goldman, Sachs & Co.; Goldman Sachs International
Tender Offer and Consent Solicitation
Represented Goldman, Sachs & Co. and Goldman Sachs International in the cash tender offer by commercial cleaning product manufacturer JohnsonDiversey for any and all of the outstanding $300 million 9.625% Senior Subordinated Notes due 2012 and €225 million 9.625% Senior Subordinated Notes due 2012. Concurrently, JohnsonDiversey solicited consents to amendments to eliminate substantially all restrictive covenants, certain events of default and substantially all of the restrictions on its ability to merge, consolidate or sell its properties or assets.
BofA Merrill Lynch; Citi; Deutsche Bank Securities; Leerink Swann; Wells Fargo Securities
Initial Public Offering of AGA Medical Holdings
Counsel to the underwriters/managers in the $199 million initial public offering of US-based medical device manufacturer AGA Medical Holdings, Inc.
HAL International Investments N.V.
Third Party Tender Offer
Represented investment fund HAL International Investments in its third party tender offer and consent solicitation for €300 million of high yield notes issued by Safilo Capital International S.A., the world’s second largest eyewear maker, in connection with HAL’s proposed acquisition of shares in Safilo.
The Hertz Corporation
Rental Car Asset Backed Notes Offering by Hertz Vehicle Financing LLC
Represented The Hertz Corporation (Hertz) and its special purpose subsidiary Hertz Vehicle Financing LLC (HVF) in the issuance by HVF of $1.2 billion of medium term rental car asset backed notes in order to finance the acquisition of vehicles for lease to Hertz for use in its U.S. daily rental car operations.
Falconhead Capital, LLC
Combination of GPS Industries and ProLink Systems
Represented private equity firm Falconhead Capital in the combination of GPS golf course communications equipment providers GPS Industries, Inc. and ProLink Systems, Inc. and related financings.
Berkshire Partners LLC
Acquisition of Grocery Outlet
Represented Berkshire Partners in its equity investment in deep-discount supermarket chain Grocery Outlet, with 135 independently operated stores in six Western US states.
General Motors Company
Term Loan Facility
Represented General Motors Company in a $1 billion delayed draw term loan facility for New Delphi 1, LLC and Delphi International Holdings S.a r.l. in connection with the acquisition by Delphi Automotive LLP, a company jointly owned by General Motors Company, Elliott Associates, L.P., Silver Point Capital L.P. and others, of certain of Delphi Corporation's US and non-US automotive supply businesses.
Harbinger Capital Partners
Minority Investment in Augere Holdings
Represented Harbinger Capital Partners in an equity investment in Augere Holdings (Netherlands) BV, provider of broadband Internet services to emerging markets.
Viasystems Group, Inc.
Merger with Merix Corporation
Represented printed circuit board manufacturer Viasystems Group in its merger with Merix Corporation, creating the largest publicly traded printed circuit board manufacturer by revenue in the US.
FAIRPAY Solutions, Inc.
Equity Partnership with Riverside
Represented FAIRPAY Solutions, a healthcare information systems company, in the sale of substantially all of its common stock to an affiliate of The Riverside Company, a private equity firm.
GMT Communications Partners; Docu Group Sweden AB
Acquisition of Nordic Business Information Providers
Advising GMT Communications Partners (and its portfolio company, DOCU Group Sweden AB) on the acquisition of the Nordic operations of Reed Business Information.
American Securities LLC
Take-Private Acquisition
Represented private equity firm American Securities in its $673 million take-private acquisition of GenTek, a US maker of specialty chemicals and engine components.
GE Aviation Systems Limited
Sale of Flight Control Actuation Product Line
Represented GE Aviation Systems in the sale of its flight control actuation product line by way of asset transfer to Moog Wolverhampton, a subsidiary of precision motion control products and systems manufacturer Moog, Inc.
Blackstone Group; Lion Capital Holdings
Sale of Orangina
Counsel to Blackstone Group and Lion Capital Holdings in their sale of UK soft drink producer Orangina Schweppes Group to Japan-based alcoholic and non-alcoholic beverage producer Suntory Holdings.
SEACOR Holdings Inc.
Senior Notes Offering
Represented marine services company SEACOR Holdings Inc., which owns, operates, invests in, and markets equipment primarily in offshore oil and gas, industrial aviation, and inland and coastal marine transportation industries, in its $250 million Senior Notes offering.
Genesis Lease Limited
Merger with AerCap Holdings N.V.
Represented aircraft leasing company Genesis Lease of Ireland in its $302 million merger with Dutch aircraft and engine leasing company AerCap, creating one of the world's largest independent aircraft leasing companies.
The Hertz Corporation
Asset Backed Notes Offering
Represented The Hertz Corporation (Hertz) and its special purpose subsidiary Hertz Vehicle Financing LLC (HVF) in the issuance by HVF of $2.1 billion of variable funding rental car asset backed notes in order to finance the acquisition of vehicles for lease to Hertz for use in its U.S. daily rental car operations.
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.
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.
Genworth Financial, Inc.
Common Stock Issue
Represented Genworth Financial in its $648.6 million public offering of Class A Common Stock.
DIRECTV Holdings LLC
Investment Grade Bond Offering and High Yield Note Tender Offer
Represented DIRECTV Holdings in a $2 billion offering of 4.75% and 5.875% senior notes maturing in 2014 and 2019 and its related tender offer for $910 million of its 8.375% notes due 2013.
Magna Entertainment Corp.
Chapter 11 Bankruptcy Sale
Represented racetrack and casino operator Magna Entertainment Corp. in its $63 million chapter 11 bankruptcy sale of racetrack operator MEC Lone Star, L.P. to Global Gaming Solutions, LLC, a company owned by the Chickasaw Nation.
MTP Energy Management; Harvest Partners
Cumulative Convertible Preferred Investment
Represented MTP Energy Management and Harvest Partners in their $80 million investment in Series A Cumulative Convertible Preferred Units of midstream natural gas services provider Regency Energy Partners, a publicly traded Master Limited Partnership.
Berkadia III, LLC
Acquisition of Capmark Financial's Mortgage Loan and Servicing Business
Represented Berkadia III, LLC, a joint venture of Berkshire Hathaway and Leucadia National Corporation, in its $1 billion+ acquisition of the mortgage loan origination and servicing businesses of commercial real estate finance company Capmark Financial Group Inc.
Lee Equity Partners, LLC
Healthcare Media Acquisition
Represented Lee Equity Partners in its acquisition of the Physicians' Desk Reference business assets from Physicians' Desk Reference Inc., a division of Thomson Reuters, and of the Health Care Notification Network business assets from physician-patient communications provider Medem Inc.
Kinder Morgan Energy Partners, L.P.
Acquisition of Natural Gas Treating Business
Represented pipeline transportation and energy storage company Kinder Morgan Energy Partners, L.P. in its $266 million acquisition of Crosstex Treating Services, the natural gas treating business of Crosstex Energy Services, L.P. and Crosstex Energy Services GP.
NBC Universal
Acquisition of Lifetime Entertainment Services
Represented NBC Universal in the acquisition of Lifetime Entertainment Services by A&E Television Networks and in negotiation of the joint venture agreement among NBCU, Disney-ABC Television Group and Hearst Corporation for the combined entity.
Advent International
Acquisition of Charlotte Russe Holding, Inc.
Represented Advent International Corporation in the $380 million cash tender offer acquisition of mall-based apparel retailer Charlotte Russe Holding.
Change Capital Partners LLP
Acquisition of Hallhuber GmbH
Advised UK-based private equity firm Change Capital Partners on its acquisition of German women's wear manufacturer and retailer Hallhuber from Stefanel GmbH, the German subsidiary of listed Italian clothing retailer Stefanel SpA, in the first acquisition by Change Capital out of its second fund, CCP II.
Macquarie Bank Limited
Acquisition of Delaware Management Holdings, Inc.
Representing Macquarie Bank Limited in its $428 million acquisition of asset management firm Delaware Management Holdings from Lincoln National Corporation.
Providence Equity Partners LLC
Acquisition of Edline LLC
Represented Providence Equity Partners in its acquisition of educational technology company Edline.
Providence Equity Partners LLC; Ayala Corporation; EGS Corp.
Business Combination of Stream Global Services, Inc. and eTelecare Global Solutions, Inc.
Advised Providence Equity Partners, Ayala Corporation and EGS Corp. in the business combination of international outsourcing firm Stream Global Services and EGS Corp. (parent company of Philippine-based outsourcing firm eTelecare Global Solutions, a portfolio company of Providence and Ayala) in a stock-for-stock exchange.
SemFuel, L.P.
Asset Sale; Auction
Represented SemFuel (a subsidiary of SemGroup, L.P.) in the sale of substantially all of its assets to Noble Americas Corp., a wholly owned subsidiary of Singapore-based Noble Group Limited.
Magna Entertainment Corp.
Chapter 11 Bankruptcy Sale
Represented racetrack and casino operator Magna Entertainment Corp. in its $80.25 million chapter 11 bankruptcy sale of racetrack and casino operator Remington Park, Inc. to Global Gaming Solutions, a company owned by the Chickasaw Nation.
Credit Suisse
Debtor-in-Possession Term Loan
Represented Credit Suisse, as agent, in a DIP loan to ProtoStar Ltd. and ProtoStar II Ltd. related to a $200 million prepetition credit facility.
General Motors Corporation
Acquisition of Selected Facilities and Business from Bankrupt Entity
Represented General Motors Corporation in connection with its agreements with Delphi Corporation and Delphi's lenders for GM's acquisition, pursuant to Delphi's modified Chapter 11 Plan, of certain of Delphi's US facilities and Global Steering Business and for the joint acquisition by GM and Delphi's lenders of the balance of Delphi's US and non-US businesses. The total consideration for these transactions and related funding of Delphi exceeds $4 billion, in addition to forgiveness of $3.4 billion of debt owed to the lenders by Delphi.
Lehman Brothers
Divestiture
Represented Lehman Brothers in the sale by Real Estate Private Equity, Lehman Brothers Private Equity Advisers and certain other affiliates of certain interests in Lehman Brothers Mezzanine Partners I, L.P., Lehman Brothers Mezzanine Partners II, L.P. and their parallel, alternative and co-investment vehicles relating to the management of such vehicles to affiliates of private equity firm Pacific Coast Capital Partners, LLC (PCCP).
Magellan Health Services, Inc.
Acquisition of First Health Services Corporation
Advised Magellan Health Services in the $110 million acquisition of First Health Services Corporation, FHC, Inc., Provider Synergies, LLC and certain assets of Coventry Management Services, Inc.
Lehman Brothers
Asset Sale in Bankruptcy
Represented Lehman Brothers in its bankruptcy liquidation sale of Lehman Brothers Trust Company, N.A. and Lehman Brothers Trust Company of Delaware to Neuberger Berman Group.
Sequoia Capital
Venture Capital Equity Investment
Represented Sequoia Capital as lead investor in $32 million preferred stock round of financing for smart meter management software developer eMeter Corporation.
HM Capital Partners;Earthbound Holdings III, LLC
Private Equity Investment Financing
Represented HM Capital Partners and Earthbound Holdings III in financing arrangements for HM Capital's investment in Earthbound Farms and for working capital, capital expenditures and general corporate purposes.
North Bridge Growth Equity
Majority Investment
Represented North Bridge Growth Equity in its majority investment in fundraising and enrollment management services and software provider RuffaloCODY.
American International Group, Inc.
Sale of a Preferred Interest in American Life Insurance Company
Represented American International Group (AIG) in the sale of a $9 billion preferred interest in American Life Insurance Company (ALICO), a subsidiary of AIG, to the Federal Reserve Bank of New York (FRBNY) in exchange for a $9 billion reduction in debt owed by AIG to the FRBNY.
American International Group, Inc.
Sale of a Preferred Interest in American International Assurance Company Ltd.
Represented American International Group (AIG) in the sale of a $16 billion preferred interest in American International Assurance Company (AIA), a subsidiary of AIG, to the Federal Reserve Bank of New York (FRBNY) in exchange for a $16 billion reduction in debt owed by AIG to the FRBNY.
General Motors Corporation
Debtor-in-Possession Financing
Represented General Motors Corporation in its $33.3 billion DIP financing from the United States Department of the Treasury and Export Development Canada.
OMERS Private Equity;Nordco Inc.
Acquisition Financing
Represented OMERS and railroad maintenance equipment manufacturer Nordco in the refinancing of prior indebtedness in connection with OMERS' acquisition of Nordco.
DIRECTV
Merger of DIRECTV and Liberty Entertainment
Represented DIRECTV in its $28.5 billion combination with Liberty Entertainment, a company split off from Liberty Media Corporation.
BHP Billiton Plc
Sale of a Subsidiary
Advised BHP Billiton in the sale of its Suriname subsidiary, N.V. BHP Billiton Maatschappij, an explorer of bauxite and other ores, to Alcoa World Alumina LLC.
Advent International Corporation
Acquisition of an Equity Interest in Fifth Third Processing Solutions, LLC
Advised Advent International in the $1.811 billion acquisition of a 51% stake in the processing solutions business of Fifth Third Bancorp through the establishment of a joint venture that values the new company, Fifth Third Processing Solutions, at approximately $2.35 billion.
Jones and Bartlett Publishers LLC
Acquisition of CDX Global
Represented Jones and Bartlett in the acquisition of CDX Global from DVP Media Pty Ltd and DVP Licensing Pty Ltd.
GE Capital Corporation
Tender Offers and Consent Solicitations
Advised GE Commercial Finance in its tender offers for 16 series of its outstanding debt securities, totaling approximately $1.4 billion, and in its consent solicitation from the debt securities' holders to proposed indenture amendments eliminating a restrictive covenant and related provisions.
Lehman Brothers
Sale of Lehman Brothers Venture Partners
Advised Lehman Brothers in the sale of its venture capital business to HarbourVest Partners and to management.
Maxim Integrated Products, Inc.
Asset Acquisition
Represented Maxim in the purchase of the wireless control and secure transaction hardware product lines of Zilog.
World Triathlon Corporation
Asset Acquisition
Represented World Triathlon Corporation in its acquisition of substantially all the assets of North America Sports, Inc. and NA Sports Inc.
Recycled Paper Greetings
Prepackaged Chapter 11 Sale
Counsel to Recycled Paper Greetings, Inc. in its $151 million sale to American Greetings Corporation.
Lehman Brothers
Chapter 11 MBO of Neuberger Berman
Represented Lehman Brothers in the management buyout of its investment management business, including Neuberger Berman, Lehman's fixed income business and certain of its private equity businesses.
The Estée Lauder Companies Inc.
Senior Notes Offering by Estée Lauder
Represented The Estée Lauder Companies Inc. in their $300 million senior notes offering.
Harbinger Capital Partners Funds
Senior Notes Offering by SkyTerra Communications, Inc.
Represented Harbinger Capital Partners Funds in the $500 million debt financing of SkyTerra Communications, in support of the possible combination of SkyTerra and Inmarsat plc.
CenturyTel, Inc.
Acquisition of Embarq Corporation
Represented CenturyTel, Inc. as special tax counsel in the $11.6 billion acquisition of Embarq Corporation.
Getty Images, Inc.
Acquisition of Jupiterimages Corporation
Represented Getty Images in its $96 million acquisition of Jupiterimages Corporation, a subsidiary of Jupitermedia Corporation.
Maxim Integrated Products, Inc.
Acquisition of Mobilygen
Represented Maxim Integrated Products, Inc. in connection with its acquisition of Mobilygen Corp.
Lehman Brothers
Chapter 11 Sale of Stake in R3 Capital Partners
Represented Lehman Brothers in the sale of a 45% stake in hedge fund R3 Capital Partners for $250 million cash and a $250 million investment in another fund managed by R3 Capital Partners.
Cardinal Health, Inc.
Spin-off of Medical Technology Businesses
Represented Cardinal Health in the spin-off of its clinical and medical products businesses as CareFusion Corporation, a separate public company.
Advent International Corporation
Acquisition Financing for Advent Airports Dominicana, S.A. and Aeropuertos Dominicanos Siglo XXI, S.A.
Represented Advent International Corporation in financing the acquisition of Aeropuertos Dominicanos Siglo XXI, S.A.
Change Capital Partners
Sale of Jil Sander
Represented Change Capital Partners in the sale of Jil Sander to Onward Holdings Co. Ltd. of Tokyo and its European subsidiary, GIBO Co. S.p.A.
Providence Equity Partners LLC
Acquisition of World Triathlon Corporation
Represented Providence Equity Partners in the acquisition of World Triathlon Corporation from private trusts.
Macquarie Communications Infrastructure Trust; Macquarie Communications Pylon (US) LLC/ DE LLC
Sale of Trans Pacific Pylon LLC/ DE LLC
Represented Macquarie Communications Infrastructure Trust and Macquarie Communications Pylon (US) LLC/ DE LLC in the $363 million sale of an indirect interest in Global Tower Partners, wireless tower operator, to Macquarie Infrastructure Partners II U.S., L.P./ DE LP, Macquarie Infrastructure Partners II International, L.P./ DE LP and MIP II Communication Holdings LLC/ DE LLC.
American Capital
Sale of Contec Holdings
Represented American Capital on its sale of Contec Holdings.
Snow Phipps Group
Acquisition of Arr-Maz Custom Chemicals, Inc.
Represented Snow Phipps Group, LLC in the acquisition of Arr-Maz Custom Chemicals, Inc.
Advent International Corporation
Acquisition of Bradco Supply Corporation
Represented Advent International Corporation in the acquisition of Bradco Supply Corporation.
North Bridge Growth Equity
Minority Investment in Leapfrog Direct Response, LLC
Represented North Bridge Growth Equity in a minority investment in Leapfrog Direct Response, LLC.
WL Ross
Investment in SpiceJet Limited
Represented WL Ross in its $81.6 million purchase of convertible bonds of SpiceJet Limited, India's second largest budget airline.
Diamond Castle Holdings, LLC
Acquisition Financing for LabelCorp Holdings, Inc.
Represented Diamond Castle Holdings, LLC in the $288 million acquisition financing for LabelCorp Holdings, Inc.
Snow Phipps Group, LLC
Acquisition Financing for ArrMaz Products, L.P. and ACC Holdco, Inc.
Represented Snow Phipps Group, LLC in the acquisition financing for ArrMaz Products, L.P. and ACC Holdco, Inc.
Silver Point Capital L.P.
Acquisition Financing for Ex Libris
Represented Silver Point Capital L.P. in the acquisition financing for Ex Libris.
Harbinger Capital Partners Funds
Possible Combination of SkyTerra Communications, Inc. and Inmarsat plc
Advised Harbinger Capital Partners Funds in connection with a possible combination of its 48% owned portfolio company, SkyTerra Communications, Inc., and Inmarsat plc, a UK-based provider of global mobile satellite communications services.
EnergySolutions, Inc.
Secondary Public Offering of EnergySolutions, Inc.
Represented EnergySolutions, an international nuclear services company, and its controlling investors in the $765 million secondary offering of common stock.
Germany1 Acquisition Limited
Initial Public Offering of Germany1 Acquisition Limited
Advised Germany1 Acquisition, a Guernsey-based special purpose acquisition company, on its admission to, listing, and trading on Euronext Amsterdam. more
General Electric Company
Joint Venture Between General Electric Company and Mubadala Development Co.
Represented General Electric Company in its formation of an $8 billion commercial finance joint venture with Mubadala Development Company PJSC.
Lion Capital
Acquisition of The FoodVest Group
Advised Lion Capital on the agreement to acquire The FoodVest Group from funds advised by CapVest Limited.
Advent International Corporation
Acquisition of Craegmoor Limited & Subsidiaries
Advised Advent International on the acquisition of Craegmoor Limited & subsidiaries, which provide care and support services for adults and younger people in the UK.
Lion Capital
Acquisition of Advang Holding B.V.
Advised Lion Capital in its acquisition Advang Holding B.V., owner of Mora, the leading branded producer of frozen snacks and appetizers in the Benelux.
Vertis, Inc.
Debtor-in-Possession Financing for Vertis, Inc.
Represented Vertis, Inc. in its $380 million debtor-in-possession financing.
Macquarie Securities (USA), Inc.;Express Energy Services Operating, LP
Acquisition Financing for Express Energy Services Operating, LP
Represented Macquarie Securities (USA), Inc. on the $347.5 million acquisition financing for Express Energy Services Operating, LP.
Fidelity Equity Partners
Acquisition of Right Digital Limited and a Minority Stake in Complinet Group Limited
Advised Fidelity Equity Partners on the acquisition of Right Digital Limited and on the £18.5 million acquisition of a minority stake in Complinet Group Limited.
Lindsay Goldberg
Minority Investment in Crane & Co.
Represented Lindsay Goldberg in the acquisition of a minority stake in Crane & Co.
NBC Universal
Acquisition of The Weather Channel
Represented NBC Universal, Inc. in its $3.5 billion acquisition, with The Blackstone Group LLC and Bain Capital LLC, of The Weather Channel.
All3Media Group Limited
Acquisition of Zoo Productions and Trans American Pictures
Represented All3Media, a portfolio company of Permira Funds, in its acquisition of Zoo Productions and Trans American Pictures and related entities.
J.P. Morgan Securities; Jefferies & Company, Inc.
Common Stock Offering of Central European Distribution Corporation
Represented J.P. Morgan Securities and Jefferies & Company, Inc. in the $243.1 million common stock offering of Central European Distribution Corporation, a Poland-based distributor of alcoholic beverages.
Brookfield Asset Management
Secured Financing for Brascan Energetica Itiquira Limited Partnership
Represented Brookfield Asset Management in the $120 million secured financing for Brascan Energetica Itiquira Limited Partnership, provider of hydroelectric power generation and distribution services.
Macquarie Capital Advisers; Macquarie Special Situations Fund
Acquisition of Express Energy Services Operating LP
Represented Macquarie Capital Advisers and Macquarie Special Situations Fund (affiliates of Macquarie Group Limited, a publicly traded corporation) in the acquisition of Express Energy Services, a provider of oilfield services in Texas, Oklahoma, and the Gulf of Mexico.
Tower Three Partners
Acquisition of Restoration Hardware, Inc.
Represented Tower Three Partners in the $300 million acquisition of Restoration Hardware in partnership with Catterton Partners.
Brookfield Infrastructure L.P.
Financing for Brookfield Infrastructure L.P.
Represented Brookfield Infrastructure L.P. in a $450 million secured revolving facility.
Sotheby's
Offering of Convertible Senior Notes by Sotheby's
Represented Sotheby's in offering $200 million aggregate principal amount of 3.125% Convertible Senior Notes due 2013.
North Bridge Growth Equity
Investment in iMakeNews, Inc.
Represented North Bridge Growth Equity in investing in iMakeNews, Inc.
The J.M. Smucker Company
Acquisition of The Folgers Coffee Company
Represented The J.M. Smucker Company in its $3.3 billion acquisition of The Folgers Coffee Company from The Procter & Gamble Company.
Summit Partners
Investment in Snap Fitness
Represented Summit Partners in its investment in Snap Fitness.
Starwood Hotels & Resorts Worldwide, Inc.
Senior Notes Offering by Starwood Hotels & Resorts Worldwide, Inc.
Represented Starwood Hotels & Resorts Worldwide, Inc. in offering $200 million of 6 1/4% Senior Notes due 2013 and $400 million of 6 3/4% Senior Notes due 2018.
CBS Corp.
Acquisition of CNET Networks, Inc.
Represented CBS in the $1.8 billion acquisition of CNET Networks, Inc.
Citadel Broadcasting Corporation
Exchange Offer by Citadel Broadcasting Corporation
Represented Citadel Broadcasting Corporation in an offer to purchase $55 million of its 1.875% Convertible Subordinated Notes due 2011 and to exchange $275 million of remaining notes for an equal amount of its newly authorized Amended and Restated Convertible Subordinated Notes due 2011.
JPMorgan Chase Bank N.A.;Bank of America, N.A;Goldman Sachs Credit Partners L.P.;Morgan Stanley Senior Funding, Inc.;UBS Securities LLC
Financing for Dr Pepper Snapple Group Demerger
Advised J.P. Morgan Securities, Banc of America Securities LLC, Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding, Inc. and UBS Securities LLC as bookrunners and certain of their affiliates as lenders in providing $4.4 billion of financing in connection with the demerger of Dr Pepper Snapple Group, Inc. ("DPS") from its former parent entity, Cadbury Schweppes plc. This financing consisted of a $2.2 billion term loan and $1.7 billion bridge loan, as well as a $500 million revolving credit facility. Weil Gotshal also represented affiliates of the lenders in the issuance by DPS of $1.7 billion aggregate amount of senior notes, the proceeds of which were used to refinance the bridge loan.
UniTek
Acquisition of 180 Connect
Represented UniTek USA, LLC in acquiring the cable services and portions of satellite installation services businesses of 180 Connect, Inc. from DIRECTV immediately after DIRECTV purchased 180 Connect.
GE Commercial Finance
Acquisition of CitiCapital
Represented GE Commercial Finance in its acquisition of the Healthcare Finance, Private Label Equipment Finance, Material Handling Finance, Franchise Finance, Construction Equipment Finance, Bankers Leasing and CitiCapital Canada businesses comprising CitiCapital, representing over $13 billion in assets.
HgCapital
Take-private of Boosey & Hawkes
Advised HgCapital on the take-private of Boosey & Hawkes, and the subsequent sale to Imagem Music for a consideration of £128m.
Man Group plc
Acquisition of Ore Hill Partners
Represented Man Group plc in the acquisition of a 50% stake in Ore Hill Partners and concurrent sale to Ore Hill Partners of a 50% stake in Pemba Credit Advisers.
C. R. Bard
Acquisition of Specialized Health Products International, Inc.
Represented C. R. Bard in the $68 million cash acquisition of Specialized Health Products International, seller of vitamins and nutritional supplements
OK Hockey LLC
Acquisition of Tampa Bay Lightning Hockey Club
Represented OK Hockey LLC in connection with the acquisition of the Tampa Bay Lightning Hockey Club from Palace Sports & Entertainment, Inc.
THL Partners
Comprehensive Recapitalization of MoneyGram International
Advised THL Partners as part of an investor group in connection with the $1.46 billion recapitalization of MoneyGram International, leaving the investor group with a 19.9% stake.
General Electric Company
Acquisition of the Pressure Control Business of Hydril Inc.
Represented General Electric Company in the $1.1 billion acquisition of the Pressure Control Business of Hydril Inc. from Tenaris SA.
American Capital
Acquisition of CIBT
Represented American Capital in its acquisition of CIBT.
American Capital
Sale of Exstream Software LLC
Advised American Capital in connection with the sale of Exstream Software LLC to Hewlett-Packard Co.
Israel Corporation
Joint Venture Investment In Better PLC
Advised Israel Corporation in connection with its joint venture investment in Better PLC, a new company formed to create infrastructure in Israel that supports electric vehicles.
American Capital
Sale of Ranpak Corporation
Advised American Capital in connection with its $410 million sale of Ranpak Corporation, manufacturer of paper packaging materials for shipping, to Odyssey Investment Partners LLC.
Avista Capital Partners
Acquisition of Bristol-Myers Squibb Medical Imaging
Advised Avista Capital Partners in connection with the $525 million acquisition of Bristol-Myers Squibb Medical Imaging division from Bristol-Myers Squibb Company.
Genstar Capital LLC
Acquisition of TravelCLICK Holdings, Inc.
Advised Genstar Capital Partners V, L.P. in the acquisition of TravelCLICK Holdings, Inc.
Yildiz Holding AS
Acquisition of Godiva Chocolatier Inc.
Represented Yildiz Holding AS in the $850 million acquisition of Godiva Chocolatier Inc. from Campbell Soup Company.
Education Media & Publishing Group, a Cayman Islands company
Acquisition Financing for Harcourt Education, Harcourt Trade and Greenwood-Heinemann
Represented Education Media & Publishing Group in the $7.150 billion acquisition financing for the Harcourt Education, Harcourt Trade and Greenwood-Heinemann Divisions from Reed Elsevier Group.
Special Committee of Deerfield Triarc Capital Corp.
Acquisition of Deerfield & Company LLC
Represented the Special Committee of the Board of Directors of Deerfield Triarc Capital Corp. in the acquisition of Deerfield & Company LLC from Triarc Companies, Inc.
Guggenheim Partners
Acquisition Financing for Ohmeda Medical Suction and Oxygen Therapy
Represented Guggenheim Partners in its $87.5 million financing for Ohio Medical Corporation in connection with its acquisition of Ohmeda Medical Suction and Oxygen Therapy.
Providence Equity Partners LLC
Acquisition of Jones and Bartlett Publishers, Inc.
Represented Providence Equity Partners in the acquisition of substantially all of the assets of Jones and Bartlett Publishers.
Lehman Brothers Bank; FSB
Sale of Dolphin Capital Corporation
Represented Lehman Brothers Bank, FSB in the sale of Dolphin Capital Corporation to LEAF Financial Corporation and Leaf Funding, Inc.
CTL Logistics SA; Mr. Jaroslaw Pawluk
Acquisition of CTL Logistics SA
Represented CTL Logistics SA and its founder, Jaroslaw Pawluk, in connection with the acquisition of CTL Logistics SA by Bridgepoint funds.
EnergySolutions, Inc.
Initial Public Offering of EnergySolutions
Represented EnergySolutions, Inc., an international nuclear services company, in its $765.9 million initial public offering.
Hawkeye Renewables, LLC
Financing for Hawkeye Growth, LLC
Represented THL Partners, L.P. and affiliates, Hawkeye Energy Holdings, LLC, Hawkeye Growth, LLC, Hawkeye Growth Holdings, LLC, Hawkeye Menlo, LLC, and Hawkeye Shell Rock, LLC in the $315 million financing for the construction and startup of ethanol production facilities.
Electronic Data Systems Corporation
Acquisition of Saber Holdings, Inc.
Represented Electronic Data Systems Corporation in the $420 million acquisition of Saber Holdings, Inc.
THL Partners;Fidelity National Financial, Inc.
Acquisition Financing for Ceridian Corporation
Representing THL Partners and Fidelity National Financial, Inc. in the $2.55 billion acquisition financing (as part of the $5.3 billion public-to-private acquisition) of Ceridian Corporation.
TDF S.A.S.
Acquisition of T-Systems Media & Broadcast GmbH
Represented TDF S.A.S. in connection with the acquisition of T-Systems Media & Broadcast GmbH from Deutsche Telekom AG.
Merrill Lynch & Co., Inc.
Common Stock Offering of Danaher Corporation
Represented Merrill Lynch & Co., Morgan Stanley & Co. Incorporated, Lehman Brothers, and UBS Securities Inc., as joint book-running managers, in the $493.5 million offering of 6.9 million shares of common stock of Danaher Corporation.
Berkshire Partners LLC
Acquisition of AmSafe Partners Inc.
Represented Berkshire Partners LLC and Greenbriar Equity Group LLC in connection with their acquisition of AmSafe Partners Inc., a provider of safety-restraint and cargo-securing systems for the aviation, military and specialty vehicle markets.
HBK Investments
Sale of CoCreate Software GmbH
Represented HBK Investments in connection with its $250 million sale of CoCreate Software GmbH to Parametric Technology Corporation.
Providence Equity Partners LLC
Investment in Hulu
Represented Providence Equity Partners in connection with its joint venture with News Corporation and NBC Universal to form Hulu, an NBC/Fox website formed to exploit their television programs and other media content.
Providence Equity Partners LLC
Investment in ZeniMax Media Inc.
Represented Providence Equity Partners in its $300 million investment in ZeniMax Media, a creator and publisher of original interactive entertainment content for consoles, the PC, and handheld/wireless devices.
Lee Equity Partners, LLC
Acquisition Financing for Deb Shops, Inc.
Represented Lee Equity Partners, LLC in the $205 million acquisition financing for Deb Shops, Inc.
Greenbriar Equity Group LLC
Acquisition of Grakon International, Inc.
Represented Greenbriar Equity Group LLC in its acquisition of Grakon International, Inc.
Citi; Lehman Brothers; Merrill Lynch & Co.
Senior Notes Offerings by Allison Transmission, Inc.
Represented Citi, Lehman Brothers, and Merrill Lynch & Co. in the $550 million Senior Notes and $550 million Senior PIK-Toggle Notes Offerings by Allison Transmission, Inc.
Goldman Sachs Credit Partners, L.P.
Financing for Crunch CFI, LLC
Represented Goldman Sachs Credit Partners L.P. in the $65 million financing for Crunch CFI, LLC.
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.
Texas Instruments Incorporated
Acquisition of Powerprecise Solutions Inc.
Represented Texas Instruments Incorporated in the acquisition of Powerprecise Solutions Inc.
NBC Universal
Acquisition of Oxygen Media, LLC
Represented NBC Universal in the $925 million acquisition of Oxygen Media, LLC.
HM Capital Partners
Acquisition Financing for Unitek Acquisition
Represented HM Capital Partners in the $120 million acquisition financing for Unitek Acquisition, Inc.
Babcock & Brown
Initial Public Offering of Babcock & Brown Air Limited
Represented Babcock & Brown Air Limited (now FLY Leasing Limited), a global aircraft lessor, and its parent, Babcock & Brown, in its $430 million initial public offering.
Pension Corporation LLP
Acquisition of Telent plc
Represented Pension Corporation on the recommended cash offer for Telent of 600p per Telent share.
Leucadia National Corporation
Common Stock Offering by Leucadia National Corporation
Represented Leucadia National, a diversified holding company, in its $250 million common stock offering.
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.
Barclays Capital London
Floating Rate Notes Offering by Barclays Bank PLC
Represented Barclays Bank PLC and the other managers in a $700 million Floating Rate Notes Offering under its U.S. shelf registration.
Cargo 360, Inc. (an Oak Hill Capital Partners portfolio company)
Acquisition Financing for Southern Air Inc.
Represented Cargo 360, Inc. (an Oak Hill Capital Partners portfolio company) in its acquisition financing for Southern Air Inc.
Citi
Acquisition Financing for Barneys New York, Inc.
Represented Citi in the $660 million combined senior secured and PIK Holdco mezzanine acquisition financing (as part of the $942 million acquisition) for Barneys New York, Inc. by Istithmar PJSC.
Bridge Capital SAS
Acquisition Financing for Bienfaisance Holding S.A.S.
Represented Bridgepoint Capital SAS in the $215 million acquisition financing for Bienfaisance Holding S.A.S.
Citi
Refinancing for FMC Corporation
Represented Citi in the $600 million refinancing for FMC Corporation.
PolyMedica Corporation
Sale of PolyMedica Corporation
Represented PolyMedica Corporation in its $1.5 billion sale to Medco Health Solutions, Inc.
Hollywood Media Corporation
Sale of Hollywood Media Corporation's Source Business
Represented Hollywood Media Corporation in the sale of its Source business to West World Media, LLC.
Lehman Brothers
Acquisition Financing for US Investigations Services, Inc.
Represented Lehman Brothers in the $1.255 billion acquisition financing for US Investigations Services, Inc.
RealNetworks, Inc.
Formation of Rhapsody America
Represented RealNetworks, Inc. in its joint venture with MTV Networks to form Rhapsody America.
Citi
Financing for Collective Brands' Acquisition of Stride Rite Corporation
Represented Citi in the $725 million acquisition financing (as part of the $828 million acquisition) of Stride Rite Corporation by Collective Brands, Inc. (formerly Payless ShoeSource, Inc.)
Oak Hill Capital Partners
Acquisition of Medico Life Insurance Company
Representing Ability Resources, Inc., a wholly owned subsidiary of Oak Hill Capital Partners, in connection with the acquisition of Medico Life Insurance Company.
Providence Equity Partners LLC
Acquisition of CDW Corporation
Advised Providence Equity Partners in connection with the $7.3 billion going private leveraged buyout of computer equipment retailer, CDW Corp. by the consortium of Madison Dearborn Partners and Providence Equity Partners.
Avista Capital Partners;IWCO Direct Inc.;Instant Web, Inc.
Acquisition Financing of IWCO Direct Inc.
Represented Avista Capital Partners, IWCO Direct Inc., and Instant Web, Inc. (subsidiary of IWCO Direct Inc.) in the $410 million acquisition financing of IWCO Direct Inc.
Citi;Lehman Brothers
Acquisition Financing for Allison Transmission
Represented Citi and Lehman Commercial Paper Inc., as lenders, in the $4.6 billion financing of a portion of the purchase of certain assets of Allison Transmission from General Motors Corporation.
Lion Capital LLP
Acquisition of Nidan Soki OAO
Represented affiliates of Lion Capital on the acquisition of juice producer Nidan Soki in the first-ever foreign sponsor leveraged acquisition in Russia.
Babcock & Brown Air Limited
Notes Offering by Babcock & Brown Air Funding I Limited
Represented Babcock & Brown Air Funding I Limited in the $853 million offering of Class G-1 Floating Rate Asset-Backed Notes Series 2007-1.
Africa Israel Investments Ltd.
Acquisition Financing for 60.5 Acres Adjacent to Hard Rock Hotel & Casino
Represented Africa Israel Investments Ltd. (a member of WAICCS Las Vegas LLC, a consortium including Witkoff Group, Cipriani Properties and Edge Group) in the $524 million acquisition financing (as part of the $540 million acquisition) of 60.5 acres of vacant land adjacent to Hard Rock Hotel & Casino from Edge Star Partners LLC and Edge Las Vegas Development LLC.
Hunt Consolidated, Inc.
Financing for Hunt Consolidated, Inc.
Represented oil and gas exploration, development and refining company Hunt Consolidated in a $105 million credit facility.
Irving Place Capital (f/k/a Bear Stearns Merchant Banking)
Acquisition of MC Shipping Inc.
Advised Irving Place Capital in connection with its $284 million acquisition of MC Shipping Inc.
Lee Equity Partners, LLC
Acquisition of Deb Shops, Inc.
Advised Lee Equity Partners in its $395 million going private acquisition of Deb Shops, a retailer of specialty apparel.
Oak Hill Capital Partners
Acquisition of Southern Air Inc.
Advised Oak Hill Capital Partners in connection with its acquisition of Southern Air Inc., a provider of air cargo services.
GlobeOp Financial Services S.A.
Initial Public Offering by GlobeOp Financial Services S.A.
Represented GlobeOp Financial Services S.A. in its initial public offering.
Brock Holdings III, Inc.
Acquisition of Steeplejack Industrial Group Inc.
Advised The Brock Group (a portfolio company of Lindsay Goldberg) in connection with its C$117 million acquisition of Steeplejack Industrial Group Inc.
HM Capital Partners LLC
Acquisition Financing for Phone Directories Company, LP
Represented HM Capital Partners in the $131.5 million acquisition financing for Phone Directories Company, LP.
Houghton Mifflin Riverdeep Group plc
Acquisition of Harcourt US Schools Education Business
Advised Houghton Mifflin Riverdeep Group plc in connection with its $4 billion acquisition of the Harcourt US Schools Education business of Reed Elsevier Group plc.
Avista Capital Partners
Acquisition of IWCO Direct
Advised Avista Capital Partners in connection with its acquisition of IWCO Direct.
Africa Israel Investments Ltd.
Acquisition of 60.5 Acres Adjacent to Hard Rock Hotel & Casino in Las Vegas, Nevada
Represented Africa Israel Investments Ltd. (a member of WAICCS Las Vegas LLC, a consortium including The Witkoff Group, Cipriani Properties and The Edge Group) in the $625 million acquisition of 60.5 acres of vacant land adjacent to Hard Rock Hotel & Casino in Las Vegas, Nevada from Edge Star Partners LLC and Edge Las Vegas Development LLC.
Berkshire Partners LLC
Investment in Masai Group International
Represented Berkshire Partners in its investment in Masai Group International, designer, marketer, and distributor of athletic, casual and professional shoes.
Medical Media Holdings, LLC
Credit Facility for MMH Partners, L.P.
Represented MMH Partners and Providence Equity Partners LLC in the $295 million credit facility for MMH Partners, publishers of medical information.
Macquarie Infrastructure Partners; Macquarie Communications Infrastructure Group
Acquisition of Global Tower Partners
Advised an investor group led by Macquarie Infrastructure Partners and Macquarie Communications Infrastructure Group in the $1.425 billion acquisition of Global Tower Partners, the leading US wireless tower operator.
Providence Equity Partners LLC; Ontario Teachers' Pension Plan Board; Madison Dearborn Partners, LLC
Proposed Acquisition of BCE Inc.
Represented Providence Equity Partners, Ontario Teachers' Pension Plan Board and Madison Dearborn Partners in the proposed $48.5 billion going private acquisition of BCE (Bell Canada Enterprises).
Baltic-American Enterprise Fund
Sale of AmCredit
Represented Baltic-American Enterprise Fund in the sale of AmCredit to Allied Irish Banks.
American Capital
Recapitalization of Exstream Software LLC
Represented American Capital in the $548 million recapitalization of Exstream Software LLC.
American Capital
Investment in Oceana Media Finance LLC
Representing American Capital in the $100 million investment in Oceana Media Finance LLC.
HM Capital Partners LLC
Acquisition of Phone Directories Company, LP
Represented HM Capital Partners LLC in the acquisition of Phone Directories Company, LP.
Orangina SA
Acquisition of Rosinka
Represented Orangina (a portfolio company of Lion Capital and Blackstone Group Holdings), the France-based producer of beverages and soft drinks, in the acquisition of Rosinka, a Ukranian soft drinks manufacturer.
Summit Partners, LP
Acquisition of Life Of The South Corp.
Advised Summit Partners in connection with its acquisition of Life Of The South Corp., a company that provides both insurance and third-party administration services to other insurers.
American Capital
Acquisition of SMG
Represented American Capital in its $631 million acquisition of SMG.
GE Commercial Finance
Financing for Danka Office Imaging Company
Represented GE Commercial Finance in the $145 million financing for Danka Office Imaging Company.
Friendly Ice Cream Corporation
Sale of Friendly Ice Cream Corporation
Advised Friendly Ice Cream Corporation in connection with its $337 million going private acquisition by Sun Capital Partners.
Brock Holdings III, Inc.
Acquisition of A&L Industrial Construction and Maintenance, Inc.
Represented Brock Holdings III (a portfolio company of Lindsay Goldberg) in the acquisition of A&L Industrial Construction and Maintenance.
Avaya Inc.
Going Private Transaction of Avaya
Advised Avaya, a leader in enterprise telephony equipment, in its $8.3 billion sale to Silver Lake Partners and TPG Capital.
Lindsay Goldberg
Sale of Alliant Insurance Services
Represented Lindsay Goldberg in connection with its sale of Alliant Insurance Services, a US-based insurance brokerage firm, to The Blackstone Group.
Lion Capital LLP
Acquisition of Vaasan & Vaasan Group
Advised Lion Capital in connection with its acquisition of Finland-based branded bakery products group Vaasan & Vaasan.
Sony/ATV Music Publishing LLC
Acquisition of Famous Music LLC
Represented Sony/ATV Music Publishing LLC in its acquisition of Famous Music LLC from Viacom Inc.
THL Partners; Fidelity National Financial, Inc.
Acquisition of Ceridian Corporation
Advised THL Partners and Fidelity National Financial, Inc. in connection with their $5.3 billion public-to-private acquisition of Ceridian Corporation.
Lehman Brothers
Acquisition of Archstone-Smith Trust
Represented Lehman Brothers in connection with the $22.2 billion acquisition of Archstone-Smith Trust by Tishman Speyer Properties and Lehman Brothers.
Formica Corporation
Sale of Formica Corporation
Advised Formica Corporation (a portfolio company of Cerberus Capital Management and Oaktree Capital Management) in connection with its $700 million sale (excluding performance-based payments) to Fletcher Building Ltd.
Texas Pacific Group
Sale of freenet
Represented TPG Capital and TPG-Axon Capital in the sale of their stakes in freenet AG to private investment firm VATAS.
General Electric Company
Sale of GE Plastics
Represented General Electric Company in its $11.6 billion sale of GE Plastics to Saudi Basic Industries Corporation (SABIC).
Providence Equity Partners LLC
Acquisition of Decision Resources, Inc.
Represented Providence Equity Partners in connection with its acquisition of Decision Resources.
Technology Crossover Ventures; Spectrum Equity Investors
Acquisition of R.J. O'Brien & Associates Inc.
Advised Technology Crossover Ventures and Spectrum Equity Investors in the $1 billion acquisition of R.J. O'Brien & Associates Inc., a securities and commodities brokerage.
Goldman Sachs Capital Partners
Acquisition of Alltel
Advised GS Capital Partners in connection with the $27.5 billion public-to-private acquisition of wireless phone company Alltel by GS Capital Partners and TPG Capital.
CoCreate Group
Recapitalization Financing for CoCreate Group
Represented CoCreate Group in its $199.5 million recapitalization financing.
Elementis plc
Sale of Global Pigments Business of Elementis plc
Represented Elementis plc in the sale of its global pigments business to Rockwood Specialties Group, Inc.
Berkshire Partners LLC;HMTBP Holdings, Inc.;HMTBP Acquisition Corp.;HMTBP Acquisition II Corp.
Acquisition Financing for HMTBP Acquisition II Corp.
Represented Berkshire Partners LLC, HMTBP Holdings, Inc., HMTBP Acquisition Corp. and HMTBP Acquisition II Corp. in the $186 million acquisition financing for HMTBP Acquisition II Corp.
L-1 Identity Solutions, Inc.
Acquisition of Advanced Concepts, Inc.
Represented L-1 Identity Solutions in the acquisition of Advanced Concepts.
Providence Equity Partners LLC
Acquisition of Asurion Corporation
Advised Providence Equity Partners in connection with the leveraged buyout of Asurion, a provider of subscriber services for wireless companies, by the consortium of Madison Dearborn Partners, Providence Equity Partners and Welsh Carson Anderson & Stowe.
Providence Equity Partners LLC
Acquisition of Television Group of Clear Channel Communications Inc.
Advised Providence Equity Partners in its $1.2 billion acquisition from Clear Channel Communications of 56 television stations in 24 markets.
Hicks Holdings, LLC
Sale of Gammaloy Holdings L.P. and Marlex Energy Services Company
Advised Hicks Holdings in the sale of the non-magnetic drill collar and downhole tools businesses operated by Gammaloy Holdings LP and Marlex Energy Services Company to National Oilwell Varco, Inc.
Enterprise Investors Corp.
Acquisition of Jaan/Nordglass Group
Represented Enterprise Investors Corp. in its acquisition of Jaan/Nordglass Group.
NextWave Wireless Inc.
Acquisition of IPWireless Inc.
Represented NextWave Wireless Inc. in the acquisition of IPWireless Inc.
Brazos Investment Partners, L.P.
Acquisition of Ennis Paint, Inc. and Prismo Road Markings Limited
Represented Brazos Investment Partners in its acquisition of Ennis Paint and Prismo Road Markings.
Villeroy & Boch AG
Sale of V&B Fliesen GmbH
Represented Villeroy & Boch AG on the sale of a majority share of 51% in V&B Fliesen GmbH to Eczacibasi Group.
Broadcast Media Partners Holding Inc.;Umbrella Acquisition Inc.;Madison Dearborn Partners, LLC;Providence Equity Partners LLC;Saban Capital Group;THL Partners;TPG Capital
Acquisition Financing for Univision Communications
Represented an investor group including Providence Equity Partners, Madison Dearborn Partners, Saban Capital Group, TPG Capital and THL Partners in an $8.7 billion financing for the $13.7 billion going private acquisition of Univision Communications Inc.
Samson Investment Company
Tender Offer for PYR Energy Corporation
Represented Samson Investment Company in the tender offer to purchase all outstanding shares of PYR Energy Corporation.
GE Commercial Finance
Proposed Sale of PHH Mortgage
Advised GE Commercial Finance in the proposed sale of PHH Corp.'s residential mortage business to The Blackstone Group.
GE Commercial Finance
Proposed Acquisition of PHH Corporation
Advised GE Commercial Finance in connection with the proposed $1.8 billion going private acquisition of fleet management firm PHH Corporation.
SEACOR Holdings Inc.
Acquisition of Waxler Transportation Company and Waxler Towing Company
Represented Seacor Inland River Transport, Inc. (a subsidiary of SEACOR Holdings, Inc.) in its acquisition of the inland river assets of Waxler Transportation Company and Waxler Towing Company.
Sunterra Corporation
Sale of Sunterra Corporation
Represented Sunterra Corporation in its $700 million sale to Diamond Resorts, LLC.
Lehman Commercial Paper Inc.
Financing for Interstate Operating Company, L.P.
Represented Lehman Commercial Paper, Inc. in the $125 million financing for Interstate Operating Company, L.P.
Key Safety Systems, Inc.; Ewing Management Group
Sale of Key Safety Systems, Inc.
Advised Ewing Management Group and auto parts producer Key Safety Systems, Inc. in connection with the sale of Key Safety Systems to Crestview Capital Partners.
Getty Images, Inc.
Acquisition of MediaVast, Inc. (a/k/a WireImage)
Represented Getty Images in its acquisition of MediaVast (a/k/a WireImage).
AK Steel Holding Corporation
Revolving Loan Facility for AK Steel Holding Corporation
Represented AK Steel Holding Corporation in the $850 million asset-based revolving loan facility with Bank of America, N.A. as administrative agent.
Diamond Castle Holdings, LLC
Acquisition of Public Safety Luxembourg S.à.r.l.
Advised Diamond Castle Holdings LLC in connection with the acquisition by Diamond Castle and Stirling Square Capital Partners of Public Safety Equipment, the international highway safety solutions business from Seton House Group Limited.
Altra Holdings, Inc.
Acquisition of TB Wood's Corporation
Advised Altra Holdings, Inc. (a Genstar Capital portfolio company) in connection with its acquisition of TB Wood's Corporation, an established designer, manufacturer and marketer of electronic and mechanical industrial power transmission products, for $24.80 per share.
Florida Rock Industries Inc.
Sale of Florida Rock Industries Inc.
Represented Florida Rock Industries Inc. in its $4.6 billion sale to Vulcan Materials Co.
General Electric Company
Sale of GE's North American Modular Space Business
Represented General Electric Company in the sale of GE's North American modular space business to Resun Corporation.
Avista Capital Partners
Acquisition of BioReliance Corporation
Represented Avista Capital Partners in its $210 million acquisition of BioReliance Corporation from Invitrogen Corporation.
Providence Equity Partners LLC; The Carlyle Group
Acquisition of APN News & Media Limited
Advised Providence Equity Partners and The Carlyle Group, as part of a consortium comprising Providence, Carlyle and Independent News & Media PLC, on their proposed $2.95 billion acquisition of APN News & Media Limited, Australia's fourth-largest media company.
Building Materials Corporation of America
Acquisition of ElkCorp
Represented Building Materials Corporation of America in its $1.12 billion acquisition of construction materials and building products manufacturer ElkCorp.
SunCom Wireless Holdings, Inc.
SunCom Wireless, Inc. Subdebt-for-Equity Restructuring
Represented SunCom Wireless Holdings, Inc. in the restructuring of $679 million of its subdebt via an exchange of new equity for outstanding subdebt.
Caisse de depot et placement du Quebec
Acquisition of Laureate Education Inc.
Represented Caisse de depot et placement du Quebec, as a member of an investor group led by Douglas Becker (founder and CEO), in the $3.82 billion going private acquisition of Laureate Education Inc.
Snow Phipps Group
Acquisition of Laureate Education Inc.
Advised SPG Partners in connection with its participation in the consortium which agreed to acquire listed Laureate Education Inc. for $3.8 billion.
Brock Holdings III, Inc.
Acquisition of XServ Inc.
Advised The Brock Group, LLC (a portfolio company of Lindsay Goldberg) in connection with its acquisition of XServ Inc.
Snow Phipps Group
Acquisition of Tasti D-Lite brand
Advised SPG Partners, LLC in connection with its acquisition of the wholesale business of Tasti D-Lite, a leading global distributor of low-calorie frozen desserts.
Genstar Capital LLC
Acquisition of International Aluminum Corporation
Advised Genstar Capital LLC in connection with its $228 million going private acquisition of International Aluminum Corporation.
Monitor Clipper Partners
Acquisition of CCR Logistics Systems AG
Represented Monitor Clipper Partners, through its German subsidiary Reverse Logistics GmbH, in the voluntary takeover offer to the shareholders of CCR Logistics Systems AG.
General Electric Company
Acquisition of Vetco Gray
Represented General Electric Company in the $1.9 billion acquisition of Vetco Gray.
Monitor Clipper Partners
Acquisition of Vfw AG
Advised Monitor Clipper Partners on the acquisition of Vfw AG, a leading provider in the field of reverse logistics, from Deutsche Post AG.
NextWave Wireless Inc.
Acquisition of Go Networks Inc.
Represented NextWave Wireless Inc. in the acquisition of Go Networks Inc.
Special Committee of the Board of Directors of TC PipeLines, LP
Acquisition of Great Lakes Gas Transmission, LP
Represented the Special Committee of the Board of Directors of TC PipeLines in the $962 million acquisition of Great Lakes Gas Transmission from El Paso Corporation.
Värde Partners, Inc.
Acquisition of HypoVereinsbank Real Estate Portfolio
Represented Värde Partners, Inc. in the acquisition of a real estate portfolio, consisting of 86 commercial properties, from German HypoVereinsbank Group.
PSP Investments
Acquisition of BCE Inc.'s Telesat Canada
Advised the Public Sector Pension Investment Board (PSP Investments) of Canada in the C$3.4 billion acquisition with Loral Space & Communications of BCE Inc.'s Telesat Canada and the related merger of Telesat Canada with Loral Skynet.
Saban Capital Group; German Media Partners L.P.
Sale of ProSiebenSat.1 Media AG
Advised ProSiebenSat.1 Media AG's controlling shareholder and its investors (Bain Capital, Hellman & Friedman, Providence Equity Partners LLC, Quadrangle Group, Saban Capital Group and THL Partners) in their sale of a controlling interest in ProSiebenSat.1 Media AG to a consortium consisting of financial investors Kohlberg Kravis Roberts & Co and Permira in a transaction valued at €5.9 billion.
Advent International Corp.
Acquisition of Oxo GmbH
Advised Advent International Corp. in connection with its acquisition of the Celanese Corporation's "Oxo" products and derivatives businesses.
Premier Foods plc
Acquisition of RHM plc
Represented Premier Foods on the recommended offer announced by Premier to acquire the entire issued and to-be-issued share capital of RHM, one of the UK's top flour millers.
HM Rivergroup plc
Acquisition of Houghton Mifflin Company
Advised HM Rivergroup plc in connection with its $5 billion acquisition of Houghton Mifflin Company (a portfolio company of The Blackstone Group, Bain Capital and THL Partners).
Verizon Communications, Inc.
Sale of SkyTel Corp. by Verizon Communications Inc.
Represented Verizon Communications Inc. in the sale of SkyTel Corp. to Bell Industries, Inc.
Vanguard Car Rental Group Inc.
Sale of Vanguard Car Rental EMEA Holdings Limited
Advised Vanguard Car Rental Holdings, the holding company created by private investment firm Cerberus, in relation to the sale of their car rental business in Europe, the Middle East and Africa in a deal valued at €670 million.
Alfa, S.A.B. de C.V.
Acquisition of Teksid Aluminum Ltd. Operations
Represented Tenedora Nemak, S.A. de C.V. (subsidiary of Alfa, S.A.B. de C.V.) in the $500 million acquisition of Teksid Aluminum Ltd. (operations in North and South America, China and Poland). more
European Capital Financial Services Limited
Acquisition of Whitworths Limited
Advised European Capital Financial Services Limited in connection with its acquisition of Whitworths Limited, the leading UK supplier of branded and private label dried fruit and nut-based products.
Lion Capital LLP
Sale of Materne
Advised Lion Capital Partners LLP in the sale of Materne, a leading French manufacturer of compote, jams, and industrial preserves, to Activa Capital.
DLJ Merchant Banking Partners
Acquisition of Total Safety U.S., Inc.
Advised DLJ Merchant Bank in connection with its $183 million acquisition of Total Safety U.S., Inc.
LIN Television Corporation
Sale of LIN TV Corp.'s Puerto Rico Television Operations
Advised LIN TV Corp. (a portfolio company of HM Capital Partners) in its $130 million sale of its Puerto Rico television operations to InterMedia Partners, L.P.
Susser Holdings Corporation
Initial Public Offering of Susser Holdings Corporation
Advised Susser Holdings Corporation (a portfolio company of Wellspring Capital Mangement LLC), the operator of Circle K convenience stores and gas stations, in connection with its initial public offering.
Lehman Brothers
Acquisition of Capital Crossing Bank
Advised Lehman Brothers in the acquisition of Capital Crossing Bank, a publicly traded company (CCB), and the subsequent sale to Leaf Financial of Dolphin, the equipment leasing division of CCB.
AXA Private Equity
Acquisition of Eliokem Inc.
Represented AXA Private Equity in its €130 million acquisition of Eliokem Inc. from Littlejohn & Co.
CCMP Capital Advisors LLC
Acquisition of Generac Power Systems Inc.
Advised CCMP Capital Advisors in connection with its acquisition of Generac Power Systems, Inc., the premier manufacturer of standby power products in North America.
GE Commercial Finance
Sale of CCE Holdings, LLC
Represented GE Commercial Finance, through its subsidiary GE Energy Financial Services, in the $1.5 billion sale of a 50% interest in CCE Holdings, LLC to Energy Transfer Partners, LP. more
Ospraie Advisors LP
Strategic Alliance with Credit Suisse
Represented Ospraie Advisors, the private equity investment affiliate of Ospraie Management, in its strategic alliance with Credit Suisse to focus on private equity opportunities in commodities and basic industries.
Alliant Insurance Services
Acquisition of US Retail Operations of Jardine Lloyd Thompson Group plc
Advised Alliant Insurance Services, Inc. (a portfolio company of Lindsay Goldberg) in connection with its $100 million acquisition of the US-based property and casualty employee benefits insurance business from Jardine Lloyd Thompson Group plc.
Advent International Corp.
Sale of Boart Longyear
Advised Advent International Corp. and Bain Capital in the sale of a controlling stake in Boart Longyear Co. to an investor group led by Macquarie Bank Ltd., and the subsequent disposition of their remaining interests in connection with the IPO of Boart Longyear in Australia.
Tandberg Data ASA
Acquisition of Exabyte Corporation
Represented Tandberg Data Corp. in its acquisition of Exabyte Corporation.
Management of Kinder Morgan, Inc.
Leveraged Buyout of Kinder Morgan, Inc.
Advised Richard Kinder and his senior management team in connection with their $22 billion management buyout of Kinder Morgan, Inc., one of the largest energy transportation, storage and distribution companies in North America.
GE Commercial Finance
Acquisition of the Natural Gas Retail Operations of Kinder Morgan, Inc.
Represented GE Commercial Finance, through its subsidiary GE Energy Financial Services, in the $710 million acquisition of the natural gas retail operations of Kinder Morgan, Inc.
Lion Capital LLP
Acquisition of Kettle Foods, Inc.
Advised Lion Capital LLP in its acquisition of Kettle Foods, Inc., a snack food manufacturer.
McData Corporation
Merger of McData Corporation and Brocade Communications Systems, Inc.
Represented McData in its $713 million merger with Brocade Communications Systems.
Monitor Clipper Partners
Acquisition of Earth Fare, Inc.
Represented Monitor Clipper Partners in its acquisition of substantially all of organic grocery store chain Earth Fare, Inc.
Berkshire Partners LLC
Sale of Avery Weigh-Tronix Holdings Ltd.
Advised Berkshire Partners in connection with its sale of a controlling interest in Avery Weigh-Tronix Holdings Ltd., a manufacturer of weighing equipment for industrial and food retail customers, to European Capital Financial Services Ltd.
msystems Ltd.
Sale of msystems Ltd.
Represented msystems Ltd. in its $1.35 billion sale to SanDisk Corporation.
American Capital
Sale of Iowa Mold Tooling Co., Inc.
Represented American Capital in its sale of Iowa Mold Tooling Co., Inc. to Oshkosh Truck Corporation.
WL Ross & Co. LLC
Sale of WL Ross & Co. LLC
Advised WL Ross & Co. LLC in connection with its sale to AMVESCAP for aggregate consideration of up to $375 million assuming satisfaction of certain conditions.
General Motors Corporation
Financing for General Motors Corporation and General Motors of Canada Limited
Represented General Motors Corporation and General Motors of Canada Limited as borrowers of $4.48 billion financing from Citi, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, and JPMorgan Chase Bank, N.A.
P7S1 Holding II S.à.r.l.
Recapitalization for P7S1 Holding II S.à.r.l. (German Media Partners L.P.)
Represented P7S1 Holding II S.à.r.l. (German Media Partners L.P.), as borrower, in the €1.275 billion recapitalization financing.
Viisage Technology Inc.
Acquisition of Iridian Technologies, Inc.
Represented Viisage Technology Inc. in its acquisition of Iridian Technologies, Inc.
Premier Foods plc
Acquisition of the UK and Irish Businesses of the Campbell Soup Company
Represented Premier Foods plc in its $845 million acquisition of the UK and Irish businesses of the Campbell Soup Company.
Cohen Bros. Financial Management LLC
Notes Offering by Alesco Preferred Funding X, Ltd.
Represented Cohen Bros. Financial Management LLC, as collateral manager, in a $708 million Notes Offering by Alesco Preferred Funding X, Ltd. and Alesco Preferred Funding X, Inc.
International Wire Group, Inc.
Sale of Insulated Wire Division
Represented International Wire Group, Inc. in the sale of its insulated wire operations to Draka Holding N.V.
Providence Equity Partners LLC.; Madison Dearborn Partners LLC; Saban Capital Group, Inc.; TPG Capital; THL Partners
Acquisition of Univision Communications
Advised the investor group consisting of Madison Dearborn Capital Partners, Providence Equity Partners, Saban Capital Group, TPG Capital and THL Partners in connection with the $13.7 billion acquisition of Univision Communications Inc., the leading Spanish language media company in the US.
HM Capital Partners LLC
Acquisition of the Wilkes-Barre Times Leader
Advised HM Capital Partners in connection with its acquisition of The Wilkes-Barre Times Leader from The McClatchy Company.
Lion Capital LLP
Acquisition of American Safety Razor Company
Advised Lion Capital in connection with its $625 million acquisition of American Safety Razor Company Inc. from J.W. Childs Associates.
ACI Capital; MidOcean Partners
Sale of Jenny Craig Holdings, Inc.
Advised ACI Capital and MidOcean Partners in connection with their $600 million sale of Jenny Craig to Nestlé.
The Knot, Inc.
Acquisition of WeddingChannel.com, Inc. by The Knot
Represented The Knot in its acquisition of WeddingChannel.com.
THL Partners
Acquisition of an 80% Stake in Hawkeye Holdings Inc.
Advised THL Partners in connection with its acquisition of an 80% stake in Hawkeye Holdings Inc., one of the largest ethanol producers in the US.
WL Ross & Co. LLC
Acquisition of 6.8 Million Shares of Montpelier Re Holdings
Advised WL Ross & Co. LLC in connection with its $100 million investment in Bermuda reinsurer Montpelier Re Holdings Ltd.
Invensys plc
Sale of Invensys Building Systems
Represented Invensys plc in the $296 million sale of Invensys Building Systems (formerly Advanced Building Systems) operations in the USA and Asia Pacific to Schneider Electric SA.
Hicks Holdings, LLC
Joint Venture between Hicks Holdings, LLC and DIRECTV, Inc.
Represented Hicks Holdings, LLC in its joint venture with DIRECTV, Inc. to form DirecPath, LLC.
Comverse Inc.
Acquisition of Netcentrex SA
Represented Comverse Inc. in the acquisition of Netcentrex SA.
LUK-Ranch Entertainment, LLC
Indirect Acquisition of a 44% Stake in Premier Entertainment Biloxi LLC
Represented LUK-Ranch Entertainment, an indirect subsidiary of Leucadia National Corporation, in its acquisition of a 44% stake in Premier Entertainment Biloxi LLC, d/b/a Hard Rock Hotel & Casino Biloxi, from AA Capital Equity Fund, L.P. and AA Capital Co-Investment Biloxi, L.P.
PMC-Sierra, Inc.
Acquisition of Passave Inc.
Represented PMC-Sierra, Inc. in its $300 million acquisition of Passave, Inc.
Reader's Digest Association, Inc.
Acquisition of Allrecipes.com
Represented Reader's Digest Association, Inc. in its acquisition of Allrecipes.com.
Cohen Bros. Financial Management LLC
Trust Preferred Securities Offering by TABERNA V Preferred Funding, Ltd.
Represented Cohen Bros. Financial Management LLC in the $678.5 million offering of notes secured primarily by a portfolio of Trust Preferred Securities by TABERNA V Preferred Funding, Ltd.
Brazos Private Equity Partners LLC
Recapitalization of Morton Industrial Group, Inc.
Represented Brazos Private Equity Partners LLC in its acquisition of Morton Industrial Group, Inc. in a going private transaction.
General Electric Company
Acquisition of SBS Technologies, Inc.
Represented General Electric Company in the acquisition of SBS Technologies, Inc.
General Electric Company
Acquisition of ZENON Environmental Inc.
Represented General Electric Company in its $656 million acquisition of ZENON Environmental Inc. more
Activant Solutions Inc.
Sale of Activant Solutions Inc.
Advised Activant Solutions Inc. (a portfolio company of HM Capital Partners) in connection with its $785 million sale to Hellman & Friedman.
Cohen Bros. Financial Management LLC
Trust Preferred Securities Offering by Alesco X Preferred Funding, Ltd.
Represented Cohen Bros. Financial Management LLC in the $918 million offering of notes secured primarily by a portfolio of Trust Preferred Securities by Alesco X Preferred Funding, Ltd.
Brazos Private Equity Partners LLC
Sale of Comark Building Systems, Inc.
Advised Brazos Private Equity Partners in the sale of Comark Building Systems, Inc. to The Carlyle Group.
Sourcecorp Inc.
Sale of Sourcecorp Inc.
Advised the management of Sourcecorp Inc. in connection with its $450 million sale to Apollo Management LP.
American Capital
Acquisition of AAMCO Transmissions, Inc.
Represented American Capital in the buyout of AAMCO Transmissions, Inc.
International Wire Group, Inc.
Acquisition of Phelps Dodge High Performance Conductors of SC and GA, Inc.
Represented International Wire Group, Inc., in its acquisition of Phelps Dodge High Performance Conductors of SC and GA, Inc. from Phelps Dodge Corporation.
Providence Equity Partners LLC
Acquisition of Education Management Corporation
Represented Providence Equity Partners in the $3.4 billion going private acquisition, with Goldman Sachs Capital Group, of Education Management Corporation.
Irving Place Capital (f/k/a Bear Stearns Merchant Banking)
Formation of Churchill Financial Holdings LLC
Advised Irving Place Capital in connection with the formation of Churchill Financial Holdings, a middle market commercial finance company.
Change Capital Partners
Acquisition of Jil Sander AG
Advised Change Capital Partners in the acquisition of a majority stake in listed Jil Sander AG, which engages in the production, distribution, and sale of men’s and women’s ready-to-wear, footwear, and accessories for the luxury market in Germany, from the Prada Group.
GE Infrastructure
Acquisition of Equity Interest in Bobcat Gas Storage Project
Advised GE Infrastructure in connection with its investment in an underground salt dome natural gas storage project in Louisiana called the Bobcat.
EnergySolutions, LLC
Acquisition of Duratek, Inc.
Advised EnergySolutions (a portfolio company of Lindsay Goldberg) in connection with its going private acquisition of Duratek, Inc.
Brazos Private Equity Partners
Acquisition of Fuel Systems Inc. from TMB Industries
Advised Brazos Private Equity Partners in connection with its acquisition of Fuel Systems Inc.
Allgemeine HypothekenBank Rheinboden AG
Financing for Allgemeine HypothekenBank Rheinboden AG
Advised Allgemeine HypothekenBank Rheinboden AG (a portfolio company of Lone Star) on the refinancing of a €2.5 billion credit line.
Berkshire Partners LLC
Acquisition of a Majority Stake in Citizens of Humanity Inc.
Advised Berkshire Partners in connection with its acquisition of a majority stake in Citizens of Humanity Inc.
Merrill Lynch & Co., Inc.
Secured Notes Offering by Goldentree Capital Opportunities, LP
Represented Merrill Lynch & Co., Inc. in the $312.5 million offering of notes secured primarily by a portfolio of loans and mezzanine obligations by Goldentree Capital Opportunities, LP.
Handel und Kredit GmbH & Co KG Bankhaus
Refinancing for Ströer Out-of-Home Media AG
Advised Handel und Kredit GmbH & Co. KG Bankhaus (a portfolio of Cerberus), as arranger, in the €515 million refinancing of Ströer Group.
CBS Corporation
Joint Venture to Form “The CW,” a New Broadcast Television Network
Represented CBS Studios, a subsidiary of CBS Corporation, in a joint venture with Warner Bros. Entertainment Inc., a subsidiary of Time Warner Inc., to form a new broadcast television network, “The CW.” more
First Quantum Minerals, Ltd.
Acquisition of Adastra Minerals Inc.
Represented First Quantum Minerals in its acquisition of all outstanding common shares of Adastra Minerals, an acquiror, explorer, and developer of mineral resource properties in Africa, focussing primarily on cobalt, copper, zinc, and diamond minerals.
Viisage Technology Inc.
Acquisition of Identix Inc.
Represented identity systems provider Viisage Technology Inc. in its $770 million acquisition of Identix Inc.
Special Committee of Hughes Supply, Inc.
Sale of Hughes Supply to Home Depot Inc.
Represented the Special Committee of the Board of Directors of construction materials supplier Hughes Supply in the $3.47 billion sale of the company to Home Depot Inc. more
Cohen Bros. Financial Management LLC
Kleros II Preferred Funding, Ltd. Offering of Synthetic Securities
Represented Cohen Bros. Financial Management, LLC in the $992.65 million offering of notes secured primarily by a portfolio of Synthetic Securities by Kleros II Preferred Funding, Ltd.
Tommy Hilfiger
Sale of Tommy Hilfiger Corporation
Advised Tommy Hilfiger in the $1.6 billion sale of Tommy Hilfiger Corporation to Apax Partners.
Max Capital, LLC
Sale of the Johnsonite Division of Duramax, Inc.
Represented Max Capital, LLC in the sale of the Johnsonite division of Duramax, Inc. to Tarkett AG.
Texas Instruments Incorporated
Acquisition of Chipcon Group ASA
Represented Texas Instruments Incorporated in its acquisition of Chipcon Group ASA.
Darling International Inc.
Acquisition of National By-Products, LLC
Represented Darling International Inc. in the acquisition of National By-Products, LLC.
Isola Group S.à.r.l.
Acquisition of Cookson Group's Polyclad Laminates Business
Represented Isola Group S.à.r.l., a portfolio company of Texas Pacific Group, in the acquisition of Cookson Group's Polyclad laminates business from Cookson Group plc.
American Capital
Acquisition of Ranpak Corporation
Advised American Capital in its acquisition of packaging company Ranpak Corporation.
HM Capital Partners LLC
Sale of Aster City Cable
Represented HM Capital Partners LLC in its €412 million sale of Polish media company Aster City Cable. more
Lone Star Management Europe Ltd.
Acquisition of a Controlling Interest in Allgemeine HypothekenBank Rheinboden AG
Advised Lone Star on the acquisition of a controlling interest in German mortgage lender Allgemeine HypothekenBank Rheinboden AG. more
American Capital
Sale of Escort Inc.
Advised American Capital in its sale of Escort Inc., a manufacturer of high-end radar detectors, to Falconhead Capital LLC.
Lion Capital LLP; Blackstone Group International
Acquisition of the European Beverages Division of Cadbury Schweppes plc
Represented Blackstone Group International and Lion Capital LLP in the acquisition of the European beverages division of Cadbury Schweppes plc. more
General Electric Company
Sale of GE Insurance Solutions
Represented General Electric Company in the $8.5 billion sale of its insurance portfolio, GE Insurance Solutions, including Employers Reinsurance Corporation (ERC), to Swiss Reinsurance Company.
Citi
Acquisition of Georgia-Pacific Corporation
Represented Citi, as financial advisor and lender to Koch Industries, Inc., in its $21 billion acquisition of Georgia-Pacific Corporation. more
CBS Corporation
Acquisition of CSTV Networks, Inc.
Represented CBS Corporation in its $325 million acquisition of CSTV Networks, Inc. more
Bridgepoint Capital Ltd.
Acquisition of Environmental Resources Management Group, Inc.
Advised Bridgepoint Capital Ltd. in the £305 million acquisition of Environmental Resources Management Group, Inc. from 3i Group plc, Intermediate Capital Group plc and ERM management.
Centre Partners Management, LLC
Sale of Garden Fresh Restaurant Corp.
Advised Centre Partners Management, LLC in the $198 million sale of Garden Fresh Restaurant Corp. to Garden Fresh Holdings Inc. and Sun Capital Partners Inc.
Barclays Bank PLC
Floating Rate Asset Backed Notes Offering
Represented Barclays Bank PLC as lead arranger in the £1.27 billion floating rate asset backed notes offering by Gracechurch Card Funding (No. 10) plc. more
Diamond Castle Holdings, LLC
Acquisition of a Controlling Interest in Catamount Resources Corporation
Represented Diamond Castle Holdings in its acquisition of a 51% stake in Catamount Resources Corporation, a wind energy producer, from Central Vermont Public Service Corporation.
Diamond Castle Holdings, LLC
Acquisition of Buckeye Check Cashing, Inc.
Advised Diamond Castle Holdings, LLC in connection with its acquisition of Buckeye Check Cashing, Inc., a leading subprime consumer finance company
Premier Foods plc
Sale of the Tea Business of Premier Foods plc
Represented Premier Foods plc in the sale of its Tea Business to Apeejay International Tea Limited, a subsidiary of the Apeejay Surrendra Group. more
DLJ Merchant Banking Partners
Sale of Accellent Inc.
Advised DLJ Merchant Banking Partners in connection with its $1.3 billion sale of Accellent Inc. to Kohlberg Kravis Roberts & Co.
L-1 Investment Partners, LLC
Acquisition of Viisage Technology
Represented L-1 Investment Partners, LLC in its $100 million investment in Viisage Technology.
Candover Investments plc
Acquisition of the High Technology Optics Division of Thales S.A.
Advised Candover Investments plc in connection with its €220 million acquisition of the High Technology Optics division of Thales S.A. more
Fidelity National Information Services, Inc.
Acquisition of Certegy
Advised Fidelity National Information Services, Inc. (a THL Partners and TPG Capital portfolio company) in connection with its acquisition of Certegy Inc.
HM Capital Partners LLC
Acquisition of Swett & Crawford Group, Inc., J.H. Blades & Co. and Sherwood Insurance Services
Advised HM Capital Partners LLC, as part of a consortium, in the acquisition of Swett & Crawford Group, Inc., J.H. Blades & Co. and Sherwood Insurance Services from AON Services Group, Inc.
Forest Oil Corporation
Spin-off and Acquisition of a Wholly Owned Subsidiary of Forest Oil Corporation
Represented Forest Oil Corporation, as tax advisor, in the $2 billion spin-off and acquisition of a wholly owned subsidiary.
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).
Summit Partners
Investment in Ba Research International
Represented Summit Partners in connection with its investment in Ba Research International.
Providence Equity Partners LLC; THL Partners; Quadrangle; CCMP Capital Advisors LLC
Acquisition of a Controlling Interest in Ono S.A. in Connection with the Merger between Auna S.A. and Ono S.A.
Advised Providence Equity Partners, THL Partners, Quadrangle and CCMP Capital Advisors in the acquisition of a controlling interest in the €5.3 billion merger between Auna S.A. and Ono S.A. more
Genstar Capital LLC; The Sterling Group
Acquisition of Panolam Industries International
Represented Genstar Capital LLC and The Sterling Group in the $350 million acquisition of Panolam Industries International, Inc. from The Carlyle Group.
General Electric Commercial Finance
Acquisition of Aircraft Assets from CIT Group Inc.
Represented General Electric Commercial Finance in the acquisition of aircraft assets valued at $1 billion from CIT Group Inc.
UnitedHealth Group Inc.
Acquisition of PacifiCare Health Systems Inc.
Represented UnitedHealth Group Inc. in its $8.1 billion acquisition of PacifiCare Health Systems Inc. more
Ozburn-Hessey Holding Company, LLC
Sale of Ozburn-Hessey Logistics, LLC
Represented Ozburn-Hessey Holding Company, LLC in its sale to Welsh, Carson, Anderson & Stowe LP by RECP Prochannel, Inc., ProChannel Management LLC et al.
American Capital
Acquisition of NPC, Inc.
Represented American Capital in its acquisition of NPC, Inc. from Riverside XIII Holding Company (NPC), L.P.
Providence Equity Partners LLC
Sale of F+W Publications, Inc.
Represented Providence Equity Partners in its $500 million sale of F+W Publications to Abry Partners LLC.
CBS Corporation
Division of Viacom into Two Public Companies
Represented CBS in the division of Viacom Inc. into "New Viacom" and CBS Corporation. more
Vivendi Universal
Sale of a Stake in Vivendi Universal Entertainment LLP
Represented Vivendi Universal in the sale of Vivendi Universal Entertainment (including Universal Studios and USA Networks) to NBC, and in connection with that transaction, bought out IAC's interest in Vivendi Universal Entertainment for $3.4 billion.
Lehman Brothers
Acquisition of Gables Residential Trust
Represented Lehman Brothers, as financial advisor to ING Clarion Partners, in the $2.8 billion acquisition of Gables Residential Trust.
Lone Star; Merrill Lynch Capital Bank Ltd.
Acquisition of a Portfolio of Corporate Loans and Commercial Real Estate Assets
Represented Lone Star and Merrill Lynch Capital Bank Ltd. in the acquisition of a portfolio of performing, sub-performing and non-performing corporate loans and commercial real estate assets of Dresdner Bank.
Eton Park Capital Management
Formation of Joint Venture Bermuda Reinsurer
Advised Eton Park Capital in establishing an alternative investment vehicle to establish a Bermuda reinsurer.
Visteon Corporation
Sale of 24 Production Plants and Associated Facilities
Represented Visteon Corporation in the sale of 24 production plants and associated facilities to Ford Motor Company.
Alfa, S.A. de C.V.; Hylsamex, S.A. de C.V.
Sale of Hylsamex, S.A. de C.V.
Represented Alfa and Hylsamex in the $2.25 billion sale of Hylsamex to Grupo Techint. more
Yellow Book USA
Acquisition of TransWestern Holdings LP
Represented Yellow Book USA (Yell Group Plc) in its $1.6 billion acquisition of TransWestern Holdings LP from THL Partners and CIVC Partners LLC.
Xanodyne Pharmaceuticals, Inc.
Acquisition of aaiPharma Inc.
Represented Xanodyne Pharmaceuticals, Inc. in the acquisition of aaiPharma Inc. more
Koch Pipeline Company, LP; Koch Hydrocarbon Management Company, LLC; Koch Underground Storage Company; MB1/LP, LLC; Koch Vesco Holdings, LLC (Koch Industries, Inc.)
Sale of Koch Companies' Natural Gas Liquids Businesses
Represented Koch Industries, Inc. in the $1.35 billion sale of Koch Companies' natural gas liquids businesses to Oneok, Inc. more
Providence Equity Partners LLC
Acquisition of a Majority Interest in Survey Sampling International, LLC
Represented Providence Equity Partners in its $365 million acquisition of Survey Sampling International.
Access Industries Inc.
Acquisition of Basell Polyolefins
Represented a consortium led by Access Industries Inc. in the €4.4 billion acquisition of Basell Polyolefins, a 50-50 joint venture owned by Royal Dutch/Shell Group and BASF. more
American Capital
Sale of Roadrunner Freight Systems Inc.
Represented American Capital in the sale of Roadrunner Freight Systems Inc. to Thayer LTL Acquisition Corp.
TPG Capital; TPG-Axon Capital
Acquisition of mobilcom
Represented TPG Capital and TPG-Axon Capital in the $340.7 million acquisition of mobilcom AG from France Télécom SA.
Lehman Brothers
Acquisition of Adelphia Communications Corporation
Represented Lehman Brothers, as financial advisor to Time Warner Inc., in connection with Time Warner Inc. and Comcast Corporation's $17.6 billion acquisition of Adelphia Communications Corporation.
Lehman Brothers
Acquisition of 200 Park Avenue, New York, NY
Represented Lehman Brothers, as lender, in the $1.721 billion acquisition of 200 Park Avenue, New York, NY by Tishman Speyer Properties from Metropolitan Tower Life Insurance Company.
Great Lakes Chemical Corporation
Merger Between Great Lakes Chemical Corporation and Crompton Corporation
Represented Great Lakes Chemical Corporation in its $1.8 billion merger with Crompton Corporation. more
Grohe AG (Owned by TPG Capital and CSFB Private Equity)
Merger of Grohe Water Technology into Grohe
Advised Grohe Group on the €2.1 billion merger of Grohe Water Technology AG & Co. KG into Grohe AG. more
Summit Partners
Acquisition of Actix Limited
Advised Summit Partners on its acquisition of Actix Limited.
Emergent Genetics; HM Capital Partners
Sale of Emergent Genetics, Inc.
Represented HM Capital Partners LLC in the $300 million sale of Emergent Genetics, Inc. to Monsanto Company.
Macquarie Bank Limited and Affiliates
Bid to Acquire 6,500 Sprint Corporation Cellular Towers
Represented Macquarie Bank Limited and affiliates in the $1 billion bid to acquire 6,500 Sprint Corporation cellular towers.
DLJ Merchant Banking Partners
Sale of American Ref-Fuel Holdings Corp.
Represented DLJ Merchant Banking Partners in the $2 billion sale of American Ref-Fuel Holdings Corp. to Danielson Holding Corporation.
Activant Solutions Inc.
Acquisition of Speedware Corporation Inc.
Represented Activant Solutions Inc. in the acquisition of Speedware Corporation Inc.
Pragma Capital
Acquisition of Groupe France Agricole
Represented Pragma Capital in the €127 million acquisition of Groupe France Agricole from Aprovia (an entity owned by Cinven Ltd., The Carlyle Group and Apax Partners).
Fortress Investment Group LLC; Cerberus Capital Management LP
Acquisition of BoxClever Technology Ltd.
Represented Fortress Group and its related funds and Cerberus Capital and its related funds in their investment in UK white goods and brown goods rental company, BoxClever.
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.
HM Capital Partners LLC
Acquisition of Aster City Cable
Represented HM Capital Partners LLC on its €110 million acquisition of Poland's leading cable television and Internet operator, the Aster City Cable Group.
American Capital
Acquisition of eLynx Ltd.
Represented American Capital in its acquisition of eLynx Ltd.
Voyager Expanded Learning LP
Sale of Voyager Expanded Learning LP
Represented Voyager Expanded Learning LP in its $361 million sale to ProQuest Company.
Premier Foods plc
Acquisition of Bird's Custard, Angel Delight and Associated Brands
Represented Premier Foods plc in the acquisition of Bird's Custard, Angel Delight and associated brands from Kraft Foods Inc.
DLJ Merchant Banking; CCMP Capital Advisors LLC; THL Partners; Bain Capital
Acquisition of Warner Chilcott
Represented a consortium including DLJ Merchant Banking, CCMP Capital Advisors LLC, THL Partners and Bain Capital in its £1.615 billion going private acquisition of Warner Chilcott Plc. more
Management Group of World Directories
Sale of World Directories
Represented the management of World Directories in its €2 million sale by VNU NV to Apax Partners and Cinven Limited.
Capital Z Financial Services Partners
Acquisition of a Controlling Interest in SBJ Group Limited
Represented Capital Z Financial Services Partners in its acquisition of a controlling interest in SBJ Group Limited.
Chequers Capital Partners SA
Acquisition of European Cargo Services
Represented Chequers Capital Partners SA, as sponsor, in the €100 million acquisition of European Cargo Services by World Cargo Services.
General Electric Company
Acquisition of Ionics, Inc.
Represented General Electric Company in the $1.1 billion acquisition of Ionics, Inc.
GE Commercial Finance
Acquisition of CitiCapital Transportation Financial Services Group
Represented GE Commercial Finance in its $4.4 billion acquisition of CitiCapital Transportation Financial Services Group. more
Kier Group Holdings LLC
Acquisition of Fortunoff Fine Jewelry and Silverware LLC, and M. Fortunoff of Westbury Corporation
Represented Kier Group Holdings LLC, as sponsor, in the acquisition of Fortunoff Fine Jewelry and Silverware LLC, and M. Fortunoff of Westbury Corporation.
General Electric Company
Acquisition of Edwards Systems Technology
Represented General Electric Company in the $1.395 billion acquisition of Edwards Systems Technology from SPX Corporation.
Barneys New York, Inc.
Sale of Barneys New York, Inc.
Represented Barneys New York, Inc., which engages in the wholesale business of men's, women's, and children's apparel and accessories, in its $400 million sale to Jones Apparel Group, Inc., which engages in the design, marketing, and wholesale of apparel, footwear, jeanswear, jewelry, and handbags.
GE Commercial Finance
Sale of GE Capital International Services
Represented GE Commercial Finance and General Electric Company in the $500 million sale of a controlling interest in GE Capital International Services to General Atlantic Partners, LLC and Oak Hill Capital Partners, LP.
NextWave Telecom, Inc.
Sale of PCS Spectrum Licenses
Represented Nextwave Telecom Inc. in the $3 billion sale of its PCS spectrum licenses to Verizon Wireless Inc. more
Lone Star Holdings Partnership, LP
Acquisition of a Portfolio of 1,300 Loans from Dresdner Bank AG
Represented Lone Star Holdings Partnership, LP in the €1.2 billion acquisition of a portfolio of 1,300 loans from Dresdner Bank AG.
The DIRECTV Group, Inc.
Acquisition of an Interest in Sky Latin America
Represented The DIRECTV Group Inc. in its $579 million acquisition of an interest in Sky Latin America.
Morgan Stanley & Co. International Limited; Barclays Capital
Refinancing of a Whole Business Securitisation of General Healthcare Group
Represented Morgan Stanley & Co. International Limited and Barclays Capital, as joint Lead Managers, in the refinancing of a whole business securitisation of the General Healthcare Group of companies.
Encoda Systems Holdings, Inc.; Shareholders including THL Partners
Sale of Encoda Systems Holdings, Inc.
Represented Encoda Systems Holdings, Inc. and shareholders including THL Partners in the $340 million sale of Encoda to Harris Corporation.
Avaya Inc.
Acquisition of Tenovis GmbH & Co. KG
Represented Avaya Inc. in the $635 million acquisition of Tenovis GmbH & Co. KG from affiliates of Kohlberg Kravis Roberts & Co.
International Mill Service, Inc.
Sale of International Mill Service, Inc.
Represented Envirosource, Inc. in the sale of International Mill Service, Inc. to Wellspring Capital Partners III, L.P.
DLJ Merchant Banking Partners
Acquisition of Metro-Goldwyn Mayer
Represented DLJ Merchant Banking Partners, as part of a consortium, in the $4.84 billion acquisition of Metro-Goldwyn Mayer Inc. more
Applied Materials, Inc.
Acquisition of Metron Technology
Represented Applied Materials, Inc. in its acquisition of Metron Technology.
GE Consumer Finance
Joint Venture Formation of Hyundai Capital Services
Represented GE Money in its $821 million joint venture with Hyundai Motor Corporation to form Hyundai Capital Services. more
The DIRECTV Group, Inc.
Acquisition of the Direct Broadcast Satellite Business of Pegasus Satellite Television, Inc.
Represented DIRECTV Group Inc. in its $938 million acquisition of the direct broadcast satellite business of Pegasus Satellite Television, Inc.
Tiger Key Acquisition, L.P.
Acquisition of KAC Plastics LLC and Key Safety Systems, Inc.
Represented Tiger Key Acquisition, L.P. in the acquisition of KAC Plastics LLC and Key Safety Systems, Inc. from affiliates of The Carlyle Group, The Lightyear Fund and others.
Molson, Inc.
Merger of Equals Between Molson, Inc. and Adolph Coors Company
Represented Molson, Inc. in its $6.7 billion merger of equals with Adolph Coors Company. more
DLJ Merchant Banking Partners
Recapitalization of Jostens, Inc. and Acquisition of Von Hoffman Corporation and Arcade Marketing from DLJ Merchant Banking Partners
Represented DLJ Merchant Banking Partners in the $2.3 billion recapitalization of Jostens, Inc., and sale of Von Hoffman Corporation and Arcade Marketing to Kohlberg Kravis Roberts & Co. more
Premier Foods plc
Initial Public Offering of Premier Foods plc
Represented Premier Foods (a portfolio company of HM Capital Partners), the UK’s largest food producer, on its IPO on the London Stock Exchange.
Montagu Private Equity Limited
Acquisition of Kalle Holding GmbH
Represented Montagu Private Equity in the acquisition of Kalle Holding GmbH from CVC Capital Partners.
THL Partners
Acquisition of Progressive Moulded Products Limited
Represented THL Partners in its acquisition of Canadian-based Progressive Moulded Products, manufacturer of dashboard components and other plastic injection molding products.
American Capital
Acquisition of Safemark Systems, L.P.
Represented American Capital in the $31 million acquisition of Safemark Systems, L.P.
Inet Technologies, Inc.
Sale of Inet Technologies, Inc.
Represented Inet Technologies, Inc. in its $498 million sale to Tektronix, Inc.
American Capital
Acquisition of SynOdys Group SA
Represented American Capital in the acquisition of SynOdys Group SA from Acland Capital Investissement SAS.
Enron Corporation
Sale of CrossCountry Energy, LLC by Enron Corporation
Represented Enron Corporation in its $2.45 billion sale of CrossCountry Energy, LLC to Southern Union Co. and GE Commercial Finance.
Montagu Private Equity Limited
Acquisition of Stabilus HoldCo 3 (Drei) GmbH
Represented Montagu Private Equity Limited in the acquisition of Stabilus HoldCo 3 (Drei) GmbH from Demag Holding S.à.r.l. (Luxembourg), an entity owned by Kohlberg Kravis Roberts & Co.
TH Lee Putnam Ventures
Acquisition of a Majority Interest in SPI Technologies, Inc.
Represented TH Lee Putnam Ventures in the $87 million acquisition of a majority interest in SPI Technologies, Inc. and the subsequent sale to Epldt, Inc., the Philippines long distance telephone company.
TPG Capital; Credit Suisse First Boston Private Equity
Acquisition of Grohe
Represented a private equity consortium led by TPG Capital and Credit Suisse First Boston Private Equity in the €2.25 billion acquisition of Grohe AG from BC Partners.
Summit Partners
Sale of Jamba! AG
Represented Summit Partners in the $273 million sale of Jamba! AG to Verisign Inc.
Metavante Corporation
Acquisition of NYCE Corporation
Represented Metavante Corporation in the $610 million acquisition of NYCE Corporation from First Data Corporation.
Invensys plc
Sale of Powerware Business
Represented UK-based Invensys, which develops and applies operations and control technologies for manufacturing and energy-generating facilities, rail networks, and appliances, in the $560 million sale of its Powerware business to Eaton Corporation.
Ozburn-Hessey Holding Company, LLC
Acquisition of Lanter Logistics, Inc. and Lanter Refrigerated Distributing Co.
Represented Ozburn-Hessey Holding Company, LLC in its acquisition of Lanter Logistics, Inc. and Lanter Refrigerated Distributing Co.
DLJ Merchant Banking Partners
Acquisition of Dynamit Nobel from MG Technologies
Represented DLJ Merchant Banking Partners in its $2.7 billion investment in Rockwood Specialties Group Inc. and Rockwood’s purchase of Dynamit Nobel from MG Technologies.
TPG Capital Group (Europe) Limited
Acquisition of Isola Group
Represented TPG Capital in the acquisition of Isola Group from RÜTGERS AG.
Millennium Chemicals Inc.
Sale of Millennium Chemicals Inc.
Represented Millennium Chemicals Inc. in its $2.3 billion sale to Lyondell Chemical Company. more
General Electric Company
Acquisition of InVision Technologies Inc.
Represented General Electric Company in its $900 million acquisition of publicly listed InVision Technologies, a manufaturer of bomb detection systems. more
Universal American Financial Corp.
Acquisition of Heritage Health Systems, Inc.
Represented Universal American Financial Corp. in the acquisition of Heritage Health Systems, Inc.
Interactive Search Holdings, Inc.
Sale of Interactive Search Holdings, Inc.
Represented Interactive Search Holdings, Inc. in its $501 million sale to Ask Jeeves, Inc. more
Guilford Mills, Inc.
Sale of Guilford Mills, Inc.
Represented Guilford Mills, Inc. in its sale to Cerberus Capital Management, LP. more
DLJ Merchant Banking Partners
Acquisition of MedSource Technologies Inc.
Represented DLJ Merchant Banking Partners in connection with its equity financing of UTI Corporation for its $587 million acquisition of MedSource Technologies.
Enron Corporation
Sale of Mariner Energy, Inc. by Enron Corporation
Represented Enron Corporation in the $271 million sale of Mariner Energy, Inc. to MEI Acquisitions LLC.
The Devlin Group
Acquisition of Forethought Financial Services Inc.
Represented The Devlin Group in its $280 million acquisition of Forethought Financial Services Inc. from Hillenbrand Industries.
Falconhead Capital LLC
Acquisition of Cycle Xpress, Inc. (d/b/a National Powersport Auctions)
Represented Falconhead Capital LLC in its acquisition of Cycle Xpress, Inc. (d/b/a National Powersport Auctions).
Hemosol Corp.
Sale of Hemosol Corp.
Represented Hemosol Corp. in its sale to MDS Inc.
AHL Services, Inc.
Sale of TUJA Group and ADI Alpha Holding GmbH
Represented AHL Services, Inc. in the sale of TUJA Group and ADI Alpha Holding GmbH by AHL Services, Inc. to Odewald & Compagnie Gesellschaft für Beteiligungen mbH.
American Capital
Buyout of Specialty Brands of America, Inc.
Represented American Capital in the $68 million buyout of Specialty Brands of America, Inc.
Lone Star Management Europe Ltd.
Acquisition of Hypo Real Estate Bank AG's Portfolio of Non-performing Loans
Represented Lone Star Funds and J.P. Morgan, as members of a consortium, in the acquisition of a portfolio of non-performing loans from Hypo Real Estate Bank AG.
Morgan Stanley/Glick Consortium through its Bid Vehicle, Songbird Acquisition
Acquisition of Canary Wharf Group plc
Represented the Morgan Stanley/Simon Glick consortium through its bid vehicle, Songbird Acquisition Limited, in its successful $8.6 billion contested public tender offer for Canary Wharf Group plc. more
HM Capital Partners LLC
Acquisition of Weetabix Ltd.
Represented HM Capital Partners LLC on the acquisition of the breakfast cereal manufacturer, Weetabix Limited. more
Premier International Foods (a Portfolio Company of HM Capital Partners LLC)
Acquisition of the Ambrosia and Brown & Polson Businesses of Unilever Bestfoods U.K.
Represented Premier Foods on its acquisition of the ambient desserts business of Unilever.
Atkins Nutritionals, Inc.
Sale of Atkins Nutritionals, Inc.
Represented Atkins Nutritionals, Inc. in its $785 million sale to Parthenon Capital Inc. and Goldman Sachs Capital Partners.
UnitedHealth Group Inc.
Acquisition of Mid Atlantic Medical Services Inc.
Represented UnitedHealth Group Inc. in its $2.9 billion acquisition of Mid Atlantic Medical Services Inc. more
Invensys plc
Sale of Invensys plc's Metering Business
Represented Invensys plc in the $650 million sale of its metering business to IMS Meters Holdings Inc.
Vivendi Universal Entertainment
Sale of Vivendi Universal Entertainment
Represented Vivendi Universal SA in its $14 billion sale of Vivendi Universal Entertainment to NBC (owned by General Electric Company).
Lone Star Funds
Acquisition of Gontard & Metallbank AG's Portfolio of Non-performing Loans
Represented Lone Star Funds in the acquisition of a portfolio of non-performing loans from Gontard & Metallbank AG.
Franklin Resources Inc.
Acquisition of Darby Overseas Investments, Ltd. and Darby Overseas Partners, L.P.
Represented Franklin Resources Inc. in the $75.9 million acquisition of Darby Overseas Investments, Ltd. and Darby Overseas Partners, L.P.
WorldCom
Sale of WorldCom's Wireless Broadband Business
Represented WorldCom in the sale of its wireless broadband business to Nextel Spectrum Acquisition Corp. more
DLJ Merchant Banking Partners
Acquisition of Jostens, Inc.
Represented DLJ Merchant Banking Partners in the $1.2 billion acquisition of Jostens, Inc. more
GE Specialty Materials
Acquisition of OSI Specialties
Represented General Electric Company in the $1 billion acquisition of OSI Specialties from Crompton Corp.
LendingTree, Inc.
Sale of LendingTree
Represented LendingTree, Inc. in its $715 million sale to InterActiveCorp. (formerly known as USA Interactive). more
The DIRECTV Group, Inc.
Sale of a 34% Interest in The DIRECTV Group, Inc.
Represented DIRECTV in its $6.6 billion sale of a 34% interest to News Corporation Ltd. more
DLJ Merchant Banking Partners III; Highstar Renewable Fuels LLC
Acquisition of Duke Energy Corp./UAE Ref-Fuel (50% interest)
Represented DLJ Merchant Banking Partners III in its $306 million acquisition of 50% interest in Duke Energy Corp./UAE Ref-Fuel. more
WestLB AG
Acquisition of Odeon Cinemas Ltd.
Represented WestLB AG on their £431 million acquisition of Odeon Limited.
Lehman Brothers
Acquisition of Allders plc
Represented Lehman Brothers on Scarlett Retail Group Ltd's bid for Allders plc, the UK's fourth-largest department store chain.