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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Paul Hastings Represents Initial Purchasers in $5.1 Billion High Yield Bond Offering For Dynegy Inc.

Paul Hastings LLP, a leading global law firm, represented Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC as representatives of the initial purchasers in connection with the offering of $5.1 billion aggregate principal amount of notes issued in the form of units by Dynegy Finance I, Inc. and Dynegy Finance II, Inc., wholly owned subsidiaries of Dynegy Inc., a producer and distributer of electric energy, capacity and ancillary services in key U.S. markets.

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WGL Holdings, Inc. $225 Million Senior Notes Offering

Hunton & Williams LLP advised Wells Fargo Securities, LLC, as representative of several underwriters on an SEC-registered offering by WGL Holdings, Inc. (“WGL”) of $100 million aggregate principal amount of senior notes due 2019 and $125 million aggregate principal amoun of senior notes due 2044.

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Cutrale Group and Safra Group’s $1.3 Billion Acquisition of Chiquita

On October 27, 2014, Chiquita Brands International Inc. (“Chiquita”) and the Cutrale Group and the Safra Group announced a definitive merger agreement under which Cutrale‑Safra has agreed to acquire all the outstanding common shares of Chiquita for $14.50 per share in cash, or a total value of approximately $1.3 billion, including the assumption of Chiquita’s net debt. Cravath represented the Cutrale Group and the Safra Group in this transaction, which has been unanimously approved by the Chiquita Board of Directors and is expected to close by the end of the year or early 2015, subject to the satisfaction of customary closing conditions and regulatory approvals. Upon closing of the transaction, Chiquita will become a wholly owned subsidiary of Cutrale‑Safra and remain incorporated in New Jersey.

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Goodwin Represents AeroCare in Merger with MergeWorthRx

Goodwin Procter recently advised AeroCare Holdings Inc. in its announced all-stock merger with MergeWorthRx Corp. According to the terms of the agreement, AeroCare will become a public company upon completion of the transaction and its existing stockholders will own 53% of the post-merger company. The deal is expected to close in the fourth quarter of 2014. Additional information can be found in the MergeWorthRx press release.

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Simpson Thacher Represents Underwriters in $500 Million Debt Offering by Wal-Mart

The Firm recently represented Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and other underwriters in connection with a $500 million offering of debt securities by Wal-Mart Stores, Inc. The offering closed on October 22, 2014.

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Davis Polk Advises PepsiCo, Inc. on Its $500 Million Notes Offering

Davis Polk advised PepsiCo, Inc. on its registered offering of $500 million aggregate principal amount of 4.25% senior notes due 2044. Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering.

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