Freshfields Advises Vitus Group on First Euro CMBS Since Start of the Financial Crisis

International law firm Freshfields Bruckhaus Deringer has advised the Vitus group (whose shareholders include Deutsche Bank and Round Hill Capital) on the refinancing of its multi-family housing portfolio involving a €754m commercial mortgage backed securitisation (CMBS) and a new mezzanine loan provided by a major European institutional investor. Proceeds from the deal were used to refinance the loans made to the Vitus Group under a previous securitisation.

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Tags:  Freshfields Bruckhaus Deringer LLP

Orrick Wins Significant Victory for KBC in Diamond Theft Case

Orrick, Herrington & Sutcliffe LLP recently secured a significant victory in the United States District Court for the Southern District of New York for Belgian bank KBC, a longtime Orrick client. The plaintiff, Lazare Kaplan International, the largest diamond manufacturing and distribution company in the United States, filed a US$1.5 billion RICO lawsuit against KBC and its subsidiary, Antwerp Diamond Bank (ADB), in December 2011. The suit was based on the alleged theft of US$135 million in diamonds from Lazare’s Belgian and other foreign subsidiaries.

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Tags:  Orrick, Herrington & Sutcliffe, LLP | New York

Greenberg Traurig Represents SPAC Sponsored by BET Founder in Purchase of Image Entertainment, Inc. and Acorn Media Group, Inc.

The international law firm Greenberg Traurig LLP represented RLJ Acquisition, Inc., a special purpose acquisition corporation (SPAC) sponsored by Robert Johnson, the founder of Black Entertainment Television (BET), in a transaction that closed Wednesday, October 3, to acquire two film distribution companies: Image Entertainment, Inc. and Acorn Media Group, Inc. The combined companies will operate as “RLJ Entertainment, Inc.” It is expected that the shares of RLJ Entertainment common stock will trade on the Nasdaq Capital Market. The deal will combine two major home entertainment movie libraries. Image has the exclusive rights to 3,700 DVD titles, including the Criterion Collection, and the digital download rights for 2,200 video programs. Acorn Media has the rights to many British television programs and films.

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Tags:  Greenberg Traurig LLP | New York

Morgan & Morgan Advise in US$647 Million Acquisition of Toll Road Concession

Panamanian law firm Morgan & Morgan represented the Ministry of Economy and Finance, Empresa Nacional de Autopista, S.A. (ENA), and ENA Norte, S.A. (an affiliate of ENA), in the acquisition of the Corredor Norte, a toll road concession in the Republic of Panama. The firm’s advice and participation consisted of, among others, the creation of a special purpose vehicle, subsequently capitalized by Pycsa Panamá, S.A. (the original Concession holder) by transferring the Concession and its related assets; structuring the different components of the operation; drafting and reviewing the required documents and agreements; and procuring regulatory approvals and opinions required in order to complete the US$647 million transaction. The shares of the new Concession holder (the special purpose vehicle) were transferred to a trust, which – upon dissolution of said special purpose vehicle – will acquire and sell the Concession to ENA Norte, S.A.

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Tags:  Morgan and Morgan, P.A.

Davis Polk Advises Mitsubishi UFJ Lease & Finance Company on Its Acquisition of Jackson Square Aviation

Davis Polk is advising Mitsubishi UFJ Lease & Finance Company Limited (MUL) in connection with its approximately ¥100 billion ($1.3 billion) acquisition of all of the equity of JSA International Holdings, L.P. (d/b/a Jackson Square Aviation) from a group of funds affiliated with Oaktree Capital Management, L.P. and certain management sellers. Jackson Square Aviation (JSA) is one of the world’s leading commercial aircraft lessors, with a fleet of 76 next-generation aircraft valued in excess of $4 billion. The transaction is expected to close by the end of 2012, pending regulatory approvals.

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Tags:  Davis Polk & Wardwell | New York

Davis Polk – K. Hovnanian Enterprises, Inc. Offering of Senior Secured Notes and Exchangeable Note Units and Concurrent Tender Offer and Consent Solicitation

Davis Polk advised Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as the initial purchasers in a Rule 144A/Regulation S offering by K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of Hovnanian Enterprises, Inc., of $577 million aggregate principal amount of 7.25% senior secured first-lien notes due 2020 and $220 million aggregate principal amount of 9.125% senior secured second-lien notes due 2020. The notes are guaranteed on a senior secured basis by Hovnanian and certain of its subsidiaries. Concurrently, Davis Polk advised J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint book-running managers in connection with the SEC-registered offering of $100 million aggregate stated amount of 6% exchangeable note units by K. Hovnanian (including $10 million aggregate stated amount from the full exercise of the underwriters’ over-allotment option). Each unit consists of a zero coupon exchangeable note and an amortizing note, each of which is issued by K. Hovnanian and is guaranteed on a senior unsecured basis by Hovnanian and certain of its subsidiaries.

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Tags:  Davis Polk & Wardwell | New York

Davis Polk – PDC Energy, Inc. $500 Million High-Yield Notes Offering

Davis Polk advised J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., RBS Securities Inc. and Scotia Capital (USA) Inc. as joint book-running managers on a Rule 144A/Regulation S offering by PDC Energy of $500 million aggregate principal amount of its 7.75% senior notes due 2022.

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Tags:  Davis Polk & Wardwell | New York