Prudential Announces $1.4 Billion Pension Risk Transfer Transaction with Bristol-Meyers Squibb

Willkie recently advised Prudential in its $1.4 billion pension risk transfer transaction with Bristol-Myers Squibb Co. The transaction, which was announced on September 30, 2014, comes on the heels of the September 25 announcement of the pension risk transfer transaction between Prudential and Motorola Solutions. Read Willkie’s Announcement. Under the terms of this transaction, Bristol-Meyers Squibb has agreed to purchase a group annuity contract from The Prudential Insurance Company of America that will transfer to Prudential responsibility for the administration and payment of $1.4 billion of retirement benefits to approximately 8,000 Bristol-Meyers Squibb retirees. The transfer to Prudential is expected to occur in December 2014 and is subject to satisfaction of closing conditions.

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Tesoro Logistics Completes $1.3 Billion Senior Notes Offering

Simpson Thacher represented Tesoro Logistics LP (“TLLP”) and Tesoro Logistics Finance Corp., as co-issuers, in connection with a Rule 144A/Regulation S offering of $500 million aggregate principal amount of their 5.50% Senior Notes due 2019 (the “2019 Notes”) and $800.0 million aggregate principal amount of their 6.25% Senior Notes due 2022 (the “2022 Notes”). TLLP will use the proceeds from the 2019 Notes to repay indebtedness outstanding under its revolving credit facility and for general partnership purposes. The proceeds from the 2022 Notes were funded into escrow, which upon release, will be used, together with the portion of the proceeds from the offering of the 2019 Notes that was to be used for general partnership purposes, the proceeds from an equity offering by TLLP that closed on October 24, 2014, the proceeds from borrowings under TLLP’s amended and restated revolving credit facility and the proceeds from a contribution to TLLP’s equity by its general partner, to fund the consummation of TLLP’s announced acquisition of QEP Field Services, LLC (“QEPFS”) from QEP Resources, Inc. and the payment of related fees and expenses.

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Shearman & Sterling Advises on Financing of Mexico’s New Airport

Shearman & Sterling advised Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Citigroup Global Markets Inc. and HSBC Bank USA, N.A., as joint lead arrangers and joint bookrunners, in connection with a $1 billion financing, the first stage of the proposed $12.9 billion financing, related to the development and construction of a new airport in Mexico City, a project described as Mexico’s biggest infrastructure project in recent years and among the largest in the world.

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Lundin Mining Closes $1 Billion Offering of Senior Secured Notes

Paul, Weiss client Lundin Mining Corporation, a Canadian base metals mining company, closed an offering of $1 billion of senior secured notes in two tranches: $550 million of 7.5% senior secured notes due 2020 and $450 million of 7.875% senior secured notes due 2022. The offering was made pursuant to Rule 144A and outside the United States pursuant to Regulation S. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc. acted as joint bookrunning managers for the offering. The net proceeds from the offering, along with proceeds from a Cdn$674 million equity financing and the sale of a stream on Candelaria’s and Ojos del Salado’s gold and silver production, will be used to fund the company’s acquisition of Freeport-McMoRan Inc.’s 80 percent ownership stake in the Candelaria and Ojos del Salado copper mining operations in Chile.

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Foley Hoag Team Represents Alere on Pending $600 Million Sale of Alere Health to Optum

A Foley Hoag LLP legal team is serving as lead counsel to Waltham-based medical diagnostics company Alere Inc. (NYSE: ALR) on the pending $600 million sale of its Alere Health division to healthcare company Optum, the firm announced today.

Foley Hoag represented Alere in the structuring and negotiation of the definitive agreements for the transaction and related matters. Covington Associates is serving as financial advisor. The closing is subject to regulatory approvals and other customary closing conditions.

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INEOS Group Holdings S.A.’s High-Yield Senior Debt Offering

Cravath represented INEOS Group Holdings S.A. in connection with its €600 million and US$590 million 144A/Reg. S high‑yield senior debt offering, guaranteed by INEOS Luxembourg S.A., INEOS Holdings Limited and certain of their subsidiaries. INEOS is one of the world’s largest chemical companies and has highly integrated, world‑class chemical facilities and production technologies. The notes were listed on the Luxembourg Stock Exchange. The transaction closed on February 18, 2014.

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Willkie Assists Momentive Performance Materials in Successful Restructuring

Momentive Performance Materials, Inc. and its affiliates (“MPM”) successfully consummated its prenegotiated plan of reorganization and exited from bankruptcy just six months after its bankruptcy filing. Willkie led the complex representation of MPM, a maker of silicone and quartz products, and 11 of its affiliates in connection with their chapter 11 bankruptcy cases before the Honorable Robert D. Drain in the United States Bankruptcy Court for the Southern District of New York. Prior to its filing, Willkie led the negotiation and documentation of MPM’s prenegotiated plan of reorganization, which had the support of approximately 90% of its second lien noteholders. The restructuring resulted in the elimination of more than $3 billion of debt from MPM’s balance sheet.

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Ingersoll Rand Completes $1.1 Billion Senior Notes Offering

Simpson Thatcher represented Ingersoll-Rand plc (NYSE: IR) in connection with a registered offering of $300 million aggregate principal amount of 2.625% Senior Notes due 2020, $500 million aggregate principal amount of 3.550% Senior Notes due 2024 and $300 million aggregate principal amount of 4.650% Senior Notes due 2044. The notes were issued by Ingersoll-Rand Luxembourg Finance S.A., and guaranteed by Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited. Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint lead bookrunning managers of the offering.

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