Goodwin Procter Leads Successful Restructuring of Highland Debt for Prudential

Goodwin Procter advised institutional investors in a fund advised by Prudential Real Estate Investors and Ashford Hospitality Trust on a consensual foreclosure and the successful restructuring of approximately $1.3 billion of debt related to the Highland Hospitality portfolio previously owned by JER Partners. Highland’s assets consisted of 28 properties under the Hilton, Marriott, Renaissance, Sheraton and Westin brands. Prior to the restructuring, the Highland portfolio included $700 million of mortgage debt and another $1.1 billion of mezzanine debt separated into eight tranches.

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Davis Polk – Grupo Bimbo, S.A.B. de C.V. $1.3 Billion Term Loan Credit Facility

Davis Polk advised Bank of America, N.A. as administrative agent, HSBC Securities (USA) Inc. and ING Capital LLC as documentation agents, and HSBC Securities (USA) Inc., ING Capital LLC, BBVA Securities Inc., Merrill Lynch, Pierce, Fenner & Smith, Banco Santander (México), S.A. Institución de Banca Múltiple, Grupo Financiero Santander, Citigroup Global Markets Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch as joint lead arrangers in connection with a $1.3 billion unsecured term loan credit facility provided to Grupo Bimbo, S.A.B de C.V. The obligations of the borrower under the credit facility are guaranteed by certain of the borrower’s Mexican and U.S. subsidiaries. The proceeds of the credit facility will be used for general corporate purposes. 

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Tags:  Davis Polk & Wardwell

WFW Advised on Commarco Sale to WPP Communications Group, the Largest Acquisition in German Advertising Industry

Watson, Farley & Williams, a leading international law firm, is pleased to announce that it advised the management team of Commarco GmbH (“Commarco”), a leading independent marketing services group in Germany, on its sale to WPP, the world’s largest communications services group. Independent mid-market European private equity firm, Cognetas LLP (“Cognetas”) and Commarco’s management team which holds 35% of the company’s share capital agreed to its acquisition by WPP. The purchase price is confidential and is subject to regulatory approval, with the transaction expected to close in the second half of 2011.  This is reportedly the largest acquisition in the German advertising industry.

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Weil – Johnson & Johnson Acquires Leading Global Medical Device Company

Weil, Gotshal & Manges serves as antitrust counsel to Johnson & Johnson in its acquisition of Synthes, Inc., one of the world’s leading medical device companies. According to the merger agreement announced today, Johnson & Johnson will acquire Synthes for CHF159 per share, or approximately $21.3 billion. Each share of Synthes common stock, subject to certain conditions, will be exchanged for CHF55.65 in cash and CHF103.35 in Johnson & Johnson common stock.

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Simpson Thacher Represents Toshiba Medical Systems Corporation in Acquisition of Vital Images, Inc.

Simpson Thacher is representing Japan’s Toshiba Medical Systems Corporation in connection with its acquisition of Vital Images, Inc. in a transaction valued at approximately $273 million. Vital Images, Inc. is a U.S.-based provider of advanced visualization and analysis software for physicians and healthcare specialists. Toshiba Medical Systems Corporation specializes in medical diagnostic imaging systems and is an independent group company of Toshiba Corporation. This is the first acquisition of a U.S. public company by a Toshiba entity.

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Tags:  Simpson Thacher & Bartlett LLP | Tokyo

Rogers & Hardin Represents Primerica in Public Offering

Rogers & Hardin LLP represented long-time client, Primerica, Inc., in connection with the public offering of 12 million shares of Primerica common stock held by a subsidiary of Citigroup, Inc. The offering was made pursuant to an effective shelf registration statement, previously filed by Primerica, which registered $2.2 billion of the company’s securities. Under the effective shelf registration statement, Primerica may offer up to $1 billion of its securities in the future, and certain selling stockholders, including Citigroup, may resell their shares of Primerica’s common stock.

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Davis Polk – Air Lease Corporation Initial Public Offering

Davis Polk advised J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC as joint book-running managers in connection with the initial public offering of 34,825,470 shares of Class A common stock of Air Lease Corporation, which includes 4,542,450 shares from the full exercise of the underwriters’ over-allotment option. The gross proceeds from the offering were approximately $872 million. Air Lease Corporation’s Class A common stock is listed on the New York Stock Exchange under the symbol “AL.”

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Tags:  Davis Polk & Wardwell