Constangy, Brooks, Smith & Prophete Continues Growth

Labor and employment law firm Constangy, Brooks, Smith & Prophete, LLP announced today that three new partners have joined the firm, along with several associates.

Constangy’s newly-opened New York office will be led by partner Anjanette Cabrera. Joining her are associates Naveen Kabir and JP Kernisan. All three come to Constangy from Littler Mendelson.

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Olin’s $5 Billion Merger with Dow Chemical’s Chlorine Business

Olin Corporation and The Dow Chemical Company announced that they have entered into definitive agreements under which Dow will separate a significant portion of its chlorine value chain and merge that business with Olin in a tax-efficient Reverse Morris Trust transaction, valued at $5 billion. Cravath represented Olin in connection with this transaction.

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Paul Hastings Advises Initial Purchasers in US$375 Million Senior Secured Notes Offering by Reliance Intermediate Holdings LP

Paul Hastings LLP, a leading global law firm, represented Barclays and RBC Capital Markets as the initial purchasers in connection with the Rule 144A / Reg S offering of US$375 million 6.50% senior secured notes due 2023 of Reliance Intermediate Holdings LP, a parent holding company of Reliance LP, a leading supplier of home infrastructure including heating, ventilation and air conditioning systems and related services to homeowners primarily in Ontario, Canada. Paul Hastings also represented Barclays as dealer manager and solicitation agent in connection with the concurrent tender offer and consent solicitation by Reliance Intermediate Holdings LP with respect to all of its US$350 million 9.50% senior notes due 2019.

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Milbank Advises Nabors Industries in Closing $1.4B Spinoff of Oil Well Maintenance Unit & Merger with C&J Energy Services

Milbank, Tweed, Hadley & McCloy LLP has advised leading oil exploration and servicing company Nabors Industries Ltd. (NYSE: NBR) on the closing of the merger of its completion and production services unit with oilfield services provider C&J Energy Services (NYSE: CJES), for which Nabors will receive nearly $688 million in cash and stock worth an approximate 53% ownership stake in the combined company.

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H.J. Heinz Company Merges with Kraft Foods

Davis Polk is advising Centerview Partners LLC as exclusive financial adviser to Kraft Foods Group, Inc. in connection with its entry into a definitive merger agreement with H.J. Heinz Company to create The Kraft Heinz Company. The Kraft Heinz Food Company would be the third largest food and beverage company in North America with an unparalleled portfolio of iconic brands. The transaction, which is expected to close in the second half of 2015, is subject to approval by Kraft shareholders, receipt of regulatory approvals and other customary closing conditions.

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Dechert Advises Kofax Limited on US$1 Billion Sale to Lexmark International

Dechert LLP advised Kofax Limited on a merger agreement in which Lexmark will acquire Kofax. Under the terms of the merger agreement, Lexmark will acquire all of the outstanding shares of Kofax for US$11.00 per share in cash for a total enterprise value of approximately US$1 billion, net of cash acquired. The acquisition is expected to close in the second quarter of 2015 and is contingent on Kofax shareholder approval, applicable regulatory clearances and other customary closing conditions.

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Qualcomm’s $4 Billion Credit Facility

Cravath represented the borrower, Qualcomm Incorporated, in connection with its $4 billion five‑year senior unsecured revolving credit facility made available by Bank of America, as agent, to be used for working capital, capital expenditures and other general corporate purposes. Qualcomm is a world leader in 3G, 4G and next‑generation wireless technologies. The transaction closed on February 18, 2015.

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Winston & Strawn Expands its Leveraged Finance Practice in New York

Winston & Strawn LLP is pleased to announce that four finance and securities attorneys have joined the firm’s New York office from Pillsbury Winthrop Shaw Pittman LLP.

The latest group to join Winston includes leveraged finance attorney Mats Carlston, who will serve as Winston’s co-chair of global finance. He has more than 20 years of experience and represents lead arrangers, agents, lenders, investors, and borrowers in domestic and cross-border financings, with an emphasis on leveraged buyouts and recapitalizations of private equity-sponsored enterprises.

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