Sealed Air Corporation Completes $850 Million Senior Notes Offering

The Firm recently represented Sealed Air Corporation (“Sealed Air”) in its offering of $425 million aggregate principal amount of 4.875% Senior Notes due 2022 and $425 million aggregate principal amount of 5.125% Senior Notes due 2024. Sealed Air is using the net proceeds from the offering to repurchase all of its outstanding 8.125% Senior Notes due 2019, to pay related premiums, fees and expenses and for general corporate purposes. The notes are guaranteed by certain of Sealed Air’s wholly-owned domestic subsidiaries. The offering was conducted in reliance on Rule 144A and Regulation S.

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Orrick Advises SunEdison and TerraForm on $2.4 Billion Acquisition of First Wind

Orrick, Herrington & Sutcliffe LLP acted as M&A counsel for long-time client SunEdison, Inc. (“SunEdison”) and its yieldco, TerraForm Power, Inc. (“Terraform”), in the acquisition of First Wind Holdings, LLC (“First Wind”), a leading developer, owner and operator of U.S. wind and solar energy projects, for approximately $2.4 billion, with a $1.9 billion upfront payment and an up to $510 million earn-out. The transaction marks SunEdison’s entry into the U.S. wind energy sector, building on its position as a leading global solar energy developer.

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Gilbert + Tobin advises Orica on $750 million sale of Chemicals business

The multi-jurisdiction sale includes the Chemicals trading businesses in Australia, New Zealand and Latin America, the Australian Chloralkali manufacturing business and Bronson & Jacobs, a supplier to the food & nutrition as well as health & personal care industries. The transaction is subject to approval from the Australian Foreign Investment Review Board and New Zealand Overseas Investment Office and is expected to close in the first quarter of 2015.

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COFCO Land $800 Million Senior Notes Offering

Davis Polk advised COFCO Land Holdings Limited and COFCO (Hong Kong) Limited in connection with the Regulation S offering by Double Rosy Limited, a wholly owned subsidiary of COFCO Land Holdings Limited, of its $800 million 3.625% senior notes due 2019. The notes are supported by a keepwell deed and a deed of equity interest purchase undertaking from COFCO (Hong Kong) Limited. The proceeds from this offering will be used for general corporate purposes and to on-lend to COFCO Land Holdings Limited for partial payment of the consideration in relation to its proposed acquisition of a target group, which is primarily engaged in the development, operation, sale, leasing and management of mixed-use complexes under the flagship brand “Joy City” in China.

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Cahill Represents Underwriters in $1.25 Billion Public Offering by MGM Grand

Cahill represented BofA Merrill Lynch, J.P. Morgan, Citigroup, SMBC Nikko, and Morgan Stanley as joint book-running managers and the co-managers in connection with the public offering of $1,150,000,000 aggregate principal amount of 6% Senior Notes due 2023, which were issued at par, and $100,000,000 aggregate principal amount of 6% Senior Notes due 2023, which were issued at 100.75% by MGM Grand International. Proceeds were used to refinance existing indebtedness and for general corporate purposes.

Firm Announces Plans to Open in Luxembourg

International law firm Simmons & Simmons has announced its intention to open a new office in Luxembourg.

This will service the requirements of clients in the Asset Management & Investment Funds and Financial Institutions sectors, particularly in relation to private funds formation, corporate structuring, UCITS, hedge funds, capital markets, banking, and tax matters.

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Simpson Thacher Represents Underwriters in KfW Debt Offerings Totaling Approximately $47 Billion (Equivalent) in 2014 YTD

The Firm has represented underwriters in 12 public offerings of debt securities by KfW to date in 2014:
◦$5,000,000,000 of 2.500% Global Notes due 2024 (which closed in November 2014)
◦C$1,000,000,000 of 1.750% Global Notes due 2019 (which closed in October 2014);
◦$3,000,000,000 of 0.875% Global Notes due 2017 (which closed in October 2014);
◦€3,000,000,000 of 0.050% Global Bonds due 2017 (which closed in October 2014);

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Ropes & Gray Advises Cressey & Co. and EHHI Holdings in $750 Million Sale of Encompass Home Health and Hospice to HealthSouth Corp.

Ropes & Gray represented Cressey & Co. LP and its portfolio company, EHHI Holdings, Inc., in the sale EHHI to HealthSouth Corp. for approximately $750 million. EHHI Holdings is the owner of Dallas, Texas-based Encompass Home Health and Hospice, a leading provider of Medicare-focused, skilled home health services in the United States. The transaction was announced Nov. 24 and is expected to close before the end of 2014.

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Morgan Lewis Welcomes More Than 750 Lawyers, Legal Professionals and Staff from Bingham McCutchen

Positioning itself to better serve its corporate clients, Morgan Lewis today welcomed 226 partners and more than 525 other lawyers, legal professionals, and staff from Bingham McCutchen.

With almost 2,000 lawyers in 28 offices in the United States, Europe, Asia, and the Middle East, Morgan Lewis offers clients global access to broad capabilities across a comprehensive spectrum of services and industries addressing virtually every aspect of corporate, financial, and asset management operations. With the addition of its new lawyers, the firm has a dominant presence along the East and West coasts of the United States and opens new offices in Santa Monica, California, and Hartford, Connecticut.

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