Curtis Counsels MSC Industrial Direct in $550 Million Acquisition of Barnes Group Unit

Curtis, Mallet-Prevost, Colt & Mosle LLP represented MSC Industrial Direct Co., Inc. (NYSE: MSM) in connection with the negotiation of a definitive agreement to acquire the North American distribution business of Barnes Group Inc. (NYSE: B).  The acquisition, which is structured as an asset purchase, is scheduled to close in late March or early in the second quarter.  The purchase price will be $550 million, subject to adjustment.

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Tags:  Curtis, Mallet-Prevost, Colt & Mosle LLP | New York

Davis Polk Represents Lehman Brothers International Europe in Multibillion-Dollar Settlement with Lehman Brothers Inc.

Davis Polk, together with Linklaters, represented the joint administrators of Lehman Brothers International (Europe) (“LBIE”) in connection with the litigation and settlement of $38 billion in claims between LBIE and Lehman Brothers Inc (“LBI”). The Lehman Brothers SIPA case is by far the largest SIPA proceeding on record involving an insolvent broker-dealer. The execution last week by LBIE and LBI of the definitive documentation of the settlement and the filing in the bankruptcy court today of the motion seeking approval of the settlement agreement represents a critical milestone in the Lehman Brothers administration and, subject to court approval, will unlock substantial distributions for creditors who hold tens of billions of dollars in claims.

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Tags:  Davis Polk & Wardwell | New York

Davis Polk – Wyndham Worldwide Corporation $850 Million Notes Offering and Concurrent Tender Offer

Davis Polk advised J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers and representatives of the underwriters on an SEC-registered offering by Wyndham Worldwide Corporation of $450 million principal amount of its 2.5% senior unsecured notes due 2018 and $400 million principal amount of its 3.9% senior unsecured notes due 2023.

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Tags:  Davis Polk & Wardwell | New York

Davis Polk – First BanCorp. Commences Exchange Offer

Davis Polk is advising Sandler O’Neill + Partners, L.P. as dealer manager for First BanCorp., in connection with the offer by First BanCorp. to exchange up to 10,087,488 newly issued shares of its common stock, par value $0.10, for any and all of its issued and outstanding shares of five series of preferred stock. To participate in the exchange offer, tendering holders of shares of preferred stock must grant a proxy in favor of an amendment to the certificate of designation for the preferred stock. The exchange offer is expected to expire on March 18, 2013.

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Tags:  Davis Polk & Wardwell | New York

Paul Hastings Represents Lead Arrangers in Saxon Refinancing

Paul Hastings LLP, a leading global law firm, announced today that the firm represented RBC Capital Markets, UBS Securities LLC, HSBC Securities (USA) Inc. and The Bank of Nova Scotia as joint lead arrangers in connection with new $550 million senior secured credit facilities consisting of a $440 term loan facility and a $110 million revolving loan facility, the proceeds of which were used, among other things, to refinance existing indebtedness of SES Intermediate Holdings Limited, Saxon Enterprises LLC and Saxon Energy Services Inc., an international oilfield services company.

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Paul, Weiss – Office Depot and OfficeMax Agree to $1.2 Billion Merger

Paul, Weiss clients PJ Solomon and Morgan Stanley acted as joint financial advisers to Office Depot in its agreement to merge with OfficeMax for $1.2 billion. Terms of the deal call for Boca Raton, Florida-based Office Depot to issue 2.69 shares for each share of OfficeMax, valuing the smaller company at $13.50 per share. Naperville, Illinois-based Officemax will have the ability to pay dividends of up to $131 million, or $1.50 per share, before closing.

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Tags:  Paul, Weiss, Rifkind, Wharton & Garrison LLP | New York