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Simpson Thacher recently represented The Dai-ichi Life Insurance Company, Limited in connection with its offering of 5.10% Step-up Callable Perpetual Subordinated Notes. The bonds were sold to international investors outside of Japan in reliance on Rule 144A and Regulation S. Established in 1902 as Japan’s first mutual life insurance company, Dai-ichi Life is the second-largest private sector life insurer in Japan, as measured by total assets and premium income, and had approximately 8 million policyholders as of March 31, 2014. The Simpson Thacher team that worked on the transaction included Alan Cannon, David Snowden and Jonathan Stradling (Capital Markets); Jeanne Annarumma (Executive Compensation and Employee Benefits); and Jonathan Cantor, Jacqueline Barbera and Joseph Tootle (Tax).

Jan 1

1 min

Simpson Thacher represented the initial purchasers, led by Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in connection with the private placement of an aggregate principal amount of $500 million 3.300% Senior Notes due 2019 and $600 million 4.550% Senior Notes due 2024 by Keysight Technologies, Inc. in connection with its separation from its parent, Agilent Technologies, Inc. The proceeds from the offering are expected to be used to make a cash distribution to Agilent and to fund working capital and other liquidity needs. Keysight provides electronic measurement solutions to the communications and electronics industries. The Simpson Thacher team included Bill Hinman, Dan Webb, Cara Angelmar and Stephanie Richards (Capital Markets); Jason Vollbracht (Tax); Jeffrey E. Ostrow, Benjamin Stern and Linda Nyberg (Intellectual Property); Alexis Coll-Very and Colman McCarthy (Regulatory); and Jennie Getsin (Blue Sky).

Jan 1

1 min

Simpson Thacher recently represented Catalent Pharma Solutions, Inc. (“Catalent”) in connection with an amendment of its existing senior secured credit facility in order to provide for the borrowing by Catalent of incremental term loans in an aggregate principal amount of approximately $190.8 million, $100 million of which are denominated in dollars and €72.75 million of which are denominated in euros. Catalent is the global leader in development solutions and advanced drug-delivery technologies, providing worldwide clinical and commercial supply capabilities for drugs, biologics and consumer health products. The Simpson Thacher team included Alden Millard, Brian Gluck and Adam Moss (Banking and Credit); Xavier Kowalski (Capital Markets); and Taylor Alexander (Tax).

Jan 1

1 min

Corporate Partner Maripat Alpuche has been named as one of the 2015 Client Service All-Stars by BTI Consulting Group. The organization’s annual report recognized 354 attorneys for “serving the client better than anyone else.” All attorneys recognized were nominated by their clients and selected based on client focus, innovative thought, exceptional understanding of the client's business, outsized value, legal skills and outstanding results.

Jan 1

1 min

Personal Planning Partner Laura Twomey was quoted in a Wall Street Journal article, “The Trouble With Trustees.” Laura discussed resolving disputes between trustees and beneficiaries, commenting that “Communication is extremely important and very delicate…It brings up all sorts of sandbox emotions. But a lot of times, I find these relationships can be mended.” Laura also noted that beneficiaries must understand and become part of the process to avoid potential issues. Click here to read the full article (subscription required).

Jan 1

1 min

Simpson Thacher represented First Reserve in connection with the acquisition of Navigator Energy Services, LLC (“Navigator”) with an equity commitment of up to $250 million. Navigator’s initial focus will be the continued development, construction and expansion of the BSGS, with construction expected to begin in the first quarter of 2015 to supply crude oil gathering and transportation services to the core of the Midland Basin in Texas. The Simpson Thacher team included Chris May, Jim Cross and Shane Morgan (M&A); Aimee Adler and Alina Finkelshteyn (ECEB); John Creed and Jordan Tamchin (Tax); Brian Chisling (Regulatory); and Tim Mulvihill (Environmental).

Jan 1

1 min

Simpson Thacher recently represented J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as lead arrangers and JPMorgan Chase Bank, N.A., as administrative agent, in connection with the amendment and restatement of Ralph Lauren Corporation’s existing $500 million revolving credit facility. Ralph Lauren Corporation is a global leader in the design, marketing and distribution of premium lifestyle products, including men’s, women’s and children’s apparel, accessories, fragrances and home furnishings. The Simpson Thacher team included JT Knight and Adam Moss (Banking and Credit); Joseph Tootle (Tax); Joyce Xu, Andy Des Rault and Chuan Liu (Derivatives); and David Rubinsky (ECEB).

Jan 1

1 min

Simpson Thacher is representing Genesee & Wyoming Inc. (NYSE: GWR) in connection with its acquisition of the Arkansas Division of Pinsly Railroad Company (“Pinsly Arkansas”).  The transaction, which is expected to close in January 2015, is subject to customary closing conditions. Pinsly Arkansas includes approximately 137 miles of owned and leased track serving the Hot Springs and Little Rock areas, as well as the southwestern and southeastern portions of Arkansas.  Genesee & Wyoming owns and operates short line and regional freight railroads in the United States, Australia, Canada, the Netherlands and Belgium. The Simpson Thacher team includes Anthony Vernace and Mitchell Ryan (M&A); Gary Mandel and Sophie Staples (Tax); Adeeb Fadil and Noreen Lavan (Environmental); Jamin Koslowe and Jennifer Pepin (ECEB); Lori Lesser and Sharo Atmeh (Intellectual Property); and Krista McManus (Real Estate).

Jan 1

1 min

Corporate Partner Chad Skinner has been named a top corporate innovator by the Daily Journal for his work on Sheridan Healthcare Inc.'s recent $2.35 billion sale to AmSurg Corp. On navigating the transaction, Chad stated that “there was a lot of creative thinking for all involved,” and that while it was not an easy transaction, it was a “transformative acquisition.”

Jan 1

1 min

Simpson Thacher represented Riverwood Capital Partners in connection with the organization of Riverwood Capital Partners II, L.P., an approximately $1.25 billion private equity fund focused on making equity-related growth investments in middle-market companies, primarily in the technology and services industries, seeking capital to achieve growth and profitability on a global scale. The Simpson Thacher team included Mike Nooney, Mark Tannahill, Robert Guo, Brendan Baker and Michael Renner (Private Funds); Noah Metz (Tax); and Brian Robbins and Jeanne Annarumma (ECEB).

Jan 1

1 min

Corporate Partner Rajib Chanda was quoted in BoardIQ in an article discussing how to oversee third-party vendors with regard to their cybersecurity risk.  Rajib noted that even if a fund doesn’t have personal identifying information of clients, it is still being sold through a vast network of broker-dealers who do. While a mutual fund may not have any legal liability for that information, the firm’s reputation could still be on the line.

Jan 1

1 min

Simpson Thacher Intellectual Property Partners Patrick King and Jeff Ostrow spoke at a seminar co-hosted by the Osaka Bar Association and the Japan Patent Attorney Association on standards-setting organizations (SSOs) and U.S. intellectual property litigation on October 14, 2014 in Osaka, Japan.

Jan 1

1 min

The Firm is representing Riverstone Holdings LLC (Riverstone) in connection with the financing relating to the definitive agreement pursuant to which an affiliate of Riverstone has agreed to acquire Proserv Group Inc. (Proserv) from investment funds affiliated with Intervale Capital (Intervale), Weatherford International (Weatherford) and certain minority shareholders.  Financial terms of the transaction were not disclosed. The transaction is subject to certain regulatory approvals and is expected to close by December. Proserv is a high-quality global engineered products and services business, with offshore and subsea solutions covering drilling control systems, subsea production systems, production equipment and systems and marine technology services across the full life-of-field, with particular emphasis on brownfield upgrade and life extension. The Simpson Thacher team includes Christopher Brown and Mike Vernace.

Jan 1

1 min

Simpson Thacher represented Pátria Investments (“Pátria”) in the establishment of its fifth private equity fund, Pátria – Brazilian Private Equity Fund V, L.P. (“Pátria PE V”).  Pátria has announced that Pátria PE V raised approximately $1.75 billion of total commitments, which makes Pátria PE V the largest private equity fund ever raised by Pátria. The Simpson Thacher team representing Pátria included Michael Wolitzer, Shannon O’Sullivan, Ken Myung Shin, Jennifer McGroarty and Rony Rothken (Private Funds); John Creed (Tax); and Jeanne Annarumma (Executive Compensation and Employee Benefits).

Jan 1

1 min

Diversity Director Natalia Martín was honored at the Violence Intervention Program’s (“VIP”) 30 Years of Cultivating Strength celebration at the Museum of the City of New York on October 23.  Natalia was recognized for her work as co-founder of the Cafecitos network of Latina lawyers in New York City.  Since 1984, VIP has helped and empowered victims of domestic violence by providing them with shelter, support and culturally competent services to rebuild their lives. For more information on VIP, please click here.

Jan 1

1 min

Corporate partners Leiming Chen, Bill Hinman, Marni Lerner, Rob Spatt, Brian Stadler, Anthony Vernace and David Woll were named as Law360 MVPs for 2014.  Law360’s MVP Awards honor attorneys in 29 practice areas based on their achievements in high-stakes litigation, record-breaking deals and global matters. The winners are chosen from over 800 submissions. Simpson Thacher was one of only three firms with the most partners named MVPs, as compared to the other 78 law firms listed, and was described in the article as one of  “a new group of firms who have risen to lead this year's MVP pack.” To read the full article, please click here.

Jan 1

1 min

Simpson Thacher represented Compañía de Petróleos de Chile COPEC S.A. (“Copec”) in connection with a US$500 million five-year syndicated term loan facility. Copec is a leading fuel distribution company with a network of over 615 service stations throughout Chile and Colombia. Copec also offers products and services for the automobile, power generation, mining, fisheries and transport industries. The Simpson Thacher team for this transaction included David L. Williams, Eduardo Goldberg and Eugenio Guzman (Corporate); Taylor Alexander (Tax); and George Wang (Regulatory).

Jan 1

1 min

Simpson Thacher was recently awarded a 2014 Deal of the Year by the India Business Law Journal for our representation of KKR in connection with its approximately US$200 million acquisition of a minority stake in Gland Pharma Limited. The transaction marks KKR’s largest private equity investment in an Indian pharmaceutical company. Established in 1978 and based in Hyderabad, India, Gland Pharma was the first company in India to get US Food and Drug Administration (FDA) approval for pharmaceutical liquid injectable products in 2003. For more information about the winning transaction, click here.

Jan 1

1 min

The Firm represented the initial purchasers, led by J.P. Morgan and Morgan Stanley, in connection with the Section 3(a)(2) exempt offering of $150 million aggregate principal amount of 4.6% Subordinated Bank Notes due 2025 by TCF National Bank. TCF Bank, a national bank and wholly owned subsidiary of TCF Financial Corporation (NYSE: TCB), has 379 bank branches in Illinois, Minnesota, Michigan, Colorado, Wisconsin, Arizona, South Dakota and Indiana, providing retail and commercial banking services. TCF Bank also conducts commercial leasing, equipment finance and auto finance business in all 50 states and commercial inventory finance business through a subsidiary in the U.S. and Canada. The Simpson Thacher team included Lee Meyerson, Lesley Peng, Jo Djekovic and Erica Lee (Capital Markets); Mark Chorazak and Spencer Sloan (Bank Regulatory); Jamin Koslowe and Joo Hyun Lee (Executive Compensation and Employee Benefits); Jonathan Cantor and George Davis (Tax); and Jennie Getsin (FINRA and Blue Sky).

Jan 1

1 min

Corporate Partner Rajib Chanda was quoted in Ignites, a Financial Times news service, in an article discussing concerns raised by regulators over disclosure and distribution practices in the liquid alternative (“alt”) space.  The article discusses whether liquid alt providers and advisers are doing enough to ensure that investors understand their products.  Rajib said that education efforts should be pushed in response to the fast growth of liquid alt strategies, but that the regulators were incorrect in assuming these efforts were not already under way.

Jan 1

1 min

Real Estate Partner Sas Mehrara was named “Dealmaker of the Week” by The American Lawyer for leading the team representing Blackstone in its sale of IndCor Properties, a Chicago-based operator and owner of a portfolio of 117 million square feet of industrial properties nationwide, to affiliates of GIC, Singapore’s sovereign wealth fund, for $8.1 billion.   The deal is expected to close in the first quarter of 2015. Working with Sas in leading the team on this transaction are Tax Partner Nancy Mehlman, Executive Compensation and Employee Benefits Partner Greg Grogan, Regulatory Partner and Head of the Firm’s Washington, D.C., office Peter Thomas and Funds Partner Jonathan Karen.  The accompanying article highlights that Simpson Thacher has been the primary adviser to the company on the launch and growth of the platform, beginning with its first major acquisition of a portfolio of industrial properties back in 2010 and Sas notes that “we’ve been fortunate to be an integral part of the whole process.”

Jan 1

1 min

The Firm represented K2M Group Holdings, Inc. (“K2M”) in connection with a public offering of 6,951,738 shares of common stock by K2M and certain selling stockholders at a public offering price of $18.75 per share. K2M sold 2,044,990 shares of common stock in the offering.  The selling stockholders sold 4,906,748 shares of common stock in the offering, including 906,748 shares that were offered and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares.  Shares of K2M are listed on NASDAQ Global Select Market under the ticker symbol “KTWO.” Piper Jaffray & Co., Barclays Capital Inc. and Wells Fargo Securities, LLC acted as joint book-running managers for the offering. William Blair & Company, L.L.C. and Cowen and Company, LLC acted as co-managers. K2M is a global medical device company focused on designing, developing and commercializing innovative and proprietary complex spine technologies and techniques. The Simpson Thacher team included Kenneth Wallach, Jonathan Ozner, Kai Fan, Wabi Jain and Sara Campbell (Capital Markets); James Rapp and Janice Brunner (Public Company Advisory Practice); Marcy Geller and Joseph Tootle (Tax); Lindsay Thomas and Josh Bergman (Credit); David Rubinsky and Patricia Adams (Executive Compensation and Employee Benefits); and Samantha Himelman (Intellectual Property).

Jan 1

1 min

Simpson Thacher is representing Accuvant, a portfolio company of Blackstone Capital Partners VI L.P., in connection with its strategic merger with FishNet Security. The transaction is expected to close in the first quarter of 2015.  Financial terms were not disclosed. Accuvant is a leading provider of information security services and solutions serving enterprise-class organizations across North America.  FishNet Security is a leading provider of information security solutions, combining technology, services, support and training.  Accuvant and FishNet agreed to create a new combined company.  Blackstone private equity funds will maintain majority ownership in the combined company.  The private equity firm Sverica International and FishNet Security's corporate owner, Investcorp, are maintaining minority equity interests in the new, combined company. The Simpson Thacher team includes Wilson Neely, Jasmine Kaufman, Shelly Lin and Michael Chao (M&A); Alden Millard, Brian Gluck and Katharine Thompson (Credit); Gregory Grogan, Jeanne Annarumma and Brittany McCants (Executive Compensation and Employee Benefits); Lori Lesser, Genevieve Dorment and Michelle Morad (IP); Krista McManus (Real Estate); Gary Mandel, Devin Heckman and George Davis (Tax); Adeeb Fadil (Environmental); Peter Guryan, Michael Naughton, Kenneth Ehrhard and Richard Jamgochian (Competition-M&A); and Peter Thomas, David Shogren and Elliot Weingarten (Regulatory).

Jan 1

1 min