Davis Polk – K. Hovnanian Enterprises, Inc. Offering of Senior Secured Notes and Exchangeable Note Units and Concurrent Tender Offer and Consent Solicitation

Davis Polk advised Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as the initial purchasers in a Rule 144A/Regulation S offering by K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of Hovnanian Enterprises, Inc., of $577 million aggregate principal amount of 7.25% senior secured first-lien notes due 2020 and $220 million aggregate principal amount of 9.125% senior secured second-lien notes due 2020. The notes are guaranteed on a senior secured basis by Hovnanian and certain of its subsidiaries. Concurrently, Davis Polk advised J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint book-running managers in connection with the SEC-registered offering of $100 million aggregate stated amount of 6% exchangeable note units by K. Hovnanian (including $10 million aggregate stated amount from the full exercise of the underwriters’ over-allotment option). Each unit consists of a zero coupon exchangeable note and an amortizing note, each of which is issued by K. Hovnanian and is guaranteed on a senior unsecured basis by Hovnanian and certain of its subsidiaries.

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Davis Polk – PDC Energy, Inc. $500 Million High-Yield Notes Offering

Davis Polk advised J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., RBS Securities Inc. and Scotia Capital (USA) Inc. as joint book-running managers on a Rule 144A/Regulation S offering by PDC Energy of $500 million aggregate principal amount of its 7.75% senior notes due 2022.

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Davis Polk Advises Grupo Financiero Santander Mexico on Its $4.1 Billion Global Offering

Davis Polk advised Grupo Financiero Santander México, S.A.B. de C.V. in connection with Grupo Financiero Santander México’s $4.1 billion global offering. The global offering included a $3.3 billion SEC-registered initial public offering of 39,750,000 shares of Series B common stock and 265,963,200 ADSs, each representing five Series B shares. The ADSs include 35,681,039 ADSs purchased pursuant to the international underwriters’ over-allotment option. The Series B shares were listed on the Mexican Stock Exchange under the symbol “SANMEX” and the ADSs were listed on the New York Stock Exchange under the symbol “BSMX.” The global coordinators of the international offering were Santander Investment Securities Inc., UBS Securities LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The offering was the second-largest registered initial public offering in the United States so far this year.

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Paul Hastings Advises Debt Financing Sources in Advent International’s Acquisition of AOT Bedding Super Holdings

Paul Hastings LLP, a leading global law firm, announced today that the firm represented Morgan Stanley Senior Funding, Inc. as administrative agent in connection with a $1.31 billion term loan and UBS AG, Stamford Branch as administrative agent in connection with a $225 million asset-based revolving credit facility, and Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, UBS Securities LLC, Barclays Bank PLC, Jefferies Finance LLC and Royal Bank of Canada as arrangers in connection with such credit facilities, the proceeds of which at closing were used to partially finance the acquisition of AOT Bedding Super Holdings, LLC, the parent company of Serta mattress manufacturer National Bedding Company L.L.C. and Simmons mattress manufacturer Simmons Bedding Company, by Advent International Corporation.

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Simpson Thacher Represents Carlyle in Purchase of 55% Stake in Vermillion Asset Management

The Firm represented The Carlyle Group (NASDAQ: CG) in the purchase of a 55% stake in Vermillion Asset Management (“Vermillion”), effective October 1, 2012. Vermillion is a New York-based commodities investment manager with approximately $2.2 billion of assets under management as of September 30, 2012. Vermillion has become affiliated with Carlyle’s Global Market Strategies business and will become Carlyle’s commodities trading platform. The purchase price was not disclosed.

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Simpson Thacher Represents Nielsen in $800 Million Notes Offering

Simpson Thacher represented Nielsen Finance LLC and Nielsen Finance Co., indirect subsidiaries of The Nielsen Company B.V., in connection with the issuance of $800 million aggregate principal amount of 4.500% Senior Notes due 2020. The offering was conducted in reliance upon Rule 144A and Regulation S. Nielsen intends to apply the net proceeds of this private offering for the following purposes: redemption of Nielsen’s 11.50% Senior Notes due 2016; prepayment of Nielsen’s 8.50% senior secured term loan due 2017; and general corporate purposes (including capital expenditures and working capital).

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Simpson Thacher Represents the Initial Purchasers in a $500 Million Offering of Senior Notes of SBA Communications Corporation

The Firm represented the initial purchasers in connection with the Rule 144A and Reg S offering of $500 million aggregate principal amount of 5.625% Senior Notes due 2019 by SBA Communications Corporation. J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC acted as joint book-running managers for the offering. The offering closed on September 28, 2012.

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