Goodwin Procter Advises Medical Properties Trust on Combined $1.5 Billion Financing Transactions

A cross-practice team of Goodwin attorneys recently advised Medical Properties Trust (MPT), a public healthcare REIT, on a series of financings in connection with MPT’s €700 million acquisition of a portfolio of 35 healthcare facilities from MEDIAN Kliniken, a leading provider of post-acute and acute rehabilitation services in Germany, and MPT’s pending $900 million acquisition of Capella Healthcare, a private owner of 13 acute care and specialty hospital facilities in U.S. states.

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Cravath – Cameron’s $14.8 Billion Acquisition by Schlumberger

Schlumberger Limited and Cameron jointly announced a definitive merger agreement in which the companies will combine in a stock and cash transaction valued at approximately $14.8 billion. Cravath represented Cameron in connection with this transaction. Under the terms of the agreement, Cameron shareholders will receive 0.716 shares of Schlumberger common stock and a cash payment of $14.44 in exchange for each Cameron share.

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Simpson Thacher Represents Initial Purchasers in Sale of $1.125 Billion Senior Notes by Jaguar Holding Company II and PPD

Simpson Thacher represented the initial purchasers, led by joint bookrunning managers J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Barclays Capital Inc. in the sale of $1.125 billion aggregate principal amount of 6.375% Senior Notes due 2023 by Jaguar Holding Company II, an indirect parent of Pharmaceutical Product Development, LLC (“PPD”), and PPD (collectively, the “Issuers”). The Issuers used the proceeds from the offering, together with borrowings under the Issuers’ new senior secured credit facilities and cash on hand, to refinance existing debt and to pay a dividend to their stockholders.

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Cravath – AGL Resources’s $12 Billion Acquisition by Southern Company

On August 24, 2015, Southern Company and AGL Resources announced that the boards of directors of both companies have approved a definitive merger agreement to create America’s leading U.S. electric and gas utility company. Pursuant to the agreement, Southern Company will acquire AGL Resources for cash in a transaction with an enterprise value of approximately $12 billion, including a total equity value of approximately $8 billion. Cravath represented AGL Resources in connection with this transaction.

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Dechert Advises Steiner Leisure Special Committee in US$925 Million Going-Private Acquisition by Catterton

Dechert LLP advised the special committee of Steiner Leisure Limited (NASDAQ:STNR), a worldwide provider and innovator in the fields of beauty, wellness and education, in its definitive merger agreement to be acquired by Catterton, a leading consumer-focused private equity firm. Under the merger agreement, an affiliate of Catterton will acquire all of the outstanding shares of Steiner Leisure for US$65 per share in cash. The total transaction value, including assumed net debt, is approximately US$925 million.

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Simpson Thacher – Aramark Shareholders Complete Approximately $775 Million Secondary Offering and Concurrent Share Repurchase

The Firm represented Aramark in connection with a secondary offering of 22,468,514 shares of Aramark’s common stock by certain selling stockholders, resulting in proceeds of approximately $726 million to the selling stockholders, and a concurrent share repurchase by Aramark of 1,500,000 shares from the selling stockholders, resulting in additional gross proceeds of approximately $48.5 million. The shares being sold pursuant to the secondary offering and the share repurchase represent all of the remaining shares held by the selling stockholders.

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Davis Polk Advises McGraw Hill Financial, Inc. on Its $2 Billion Notes Offering

Davis Polk advised McGraw Hill Financial, Inc. in connection with an offering of $400 million aggregate principal amount of its 2.500% senior notes due 2018, $700 million aggregate principal amount of its 3.300% senior notes due 2020 and $900 million aggregate principal amount of its 4.400% senior notes due 2026. The notes are guaranteed by Standard & Poor’s Financial Services LLC, a wholly owned subsidiary of McGraw Hill Financial, and were sold in an offering exempt from registration pursuant to Rule 144A and Regulation S. McGraw Hill Financial intends to use the net proceeds from the offering to finance the previously announced acquisition of SNL Financial LC and for general corporate purposes.

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