Monthly Archives: August 2012

Shearman & Sterling Advises on Penske’s Senior Subordinated Notes Offering

Thursday, August 30, 2012

Shearman & Sterling represented Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers, in connection with Penske Automotive Group, Inc.’s offering of $550,000,000 aggregate principal amount of 5.75% Senior Subordinated Notes due 2022. Merrill Lynch, Pierce, Fenner & Smith Incorporated also acted as dealer manager in the concurrent tender offer for any and all of the outstanding $375,000,000 aggregate principal amount of Penske’s 7.75% Senior Subordinated Notes due 2016. The proceeds from the notes offering were used, in part, to fund the tender offer and in part to repay amounts outstanding under Penske’s U.S. revolving credit facility.

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Tags:  Shearman & Sterling LLP | New York

Cooley Advises JSM Acquisition in $800 Million Sale of San Diego Padres

Thursday, August 30, 2012

Cooley LLP announced today that it advised JSM Acquisition, the 49% owner of the San Diego Padres, in its $800 million sale to an investor group led by former Los Angeles Dodgers owner Walter O’Malley’s four grandsons, Kevin and Peter O’Malley and Tom and Peter Seidler (the “O’Malley/Seidler Group”).  JSM Acquisition is a partnership that was created three years ago to purchase the Padres from John Moores on an installment basis.  JSM Acquisition joined with Moores, the 51% owner, to sell the team.   Cooley has represented JSM Acquisition since its formation.

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Tags:  Cooley LLP

Gilbert + Tobin Advises GrainCorp

Thursday, August 30, 2012

Gilbert + Tobin is pleased to announce its involvement with the creation of GrainCorp Oils. GrainCorp yesterday paid $472 million to buy and combine Goodman Fielder’s Integro Foods and the privately owned Gardner Smith, the oilseed crushing, storage and handling group.

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Tags:  Gilbert, LLP

Arnold & Porter Serves as Special Tax Counsel in $1.9 Billion Real Estate Investment Trust Acquisition

Thursday, August 30, 2012

Health Care REIT, Inc. has announced an agreement to acquire Sunrise Senior Living, Inc. in a $1.9 billion deal. An Arnold & Porter team including Joseph Howe III, head of the firm’s tax practice, Cynthia Mann, tax partner, and tax associate Josh Scala serves as special tax counsel to Toledo, Ohio-based Health Care REIT on the transaction structuring. The deal includes Health Care REIT acquiring Sunrise’s 20 senior housing and retirement centers as well as its interest joint ventures that own 105 other housing communities.

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Tags:  Arnold & Porter Kaye Scholer LLP

Cravath – Flagstone’s Acquisition by Validus

Thursday, August 30, 2012

On August 30, 2012, Validus Holdings, Ltd. (“Validus”) and Flagstone Reinsurance Holdings, S.A. (“Flagstone”) announced that the boards of directors of both Validus and Flagstone have approved a definitive merger agreement pursuant to which Validus will acquire all the issued and outstanding shares of Flagstone. Cravath represented Flagstone in connection with this transaction. Under the terms of the agreement, Flagstone shareholders will receive, for each Flagstone share, 0.1935 Validus voting common shares and $2.00 in cash.

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Tags:  Cravath, Swaine & Moore LLP | New York

McDermott Continues Expansion of Energy and Infrastructure Team

Wednesday, August 29, 2012

International law firm McDermott Will & Emery LLP today announced that it has named Robert M. Lamkin as a partner in its Energy Advisory Practice Group, based in the Firm’s Washington, D.C. office. With a specific focus on the electric power sector, Mr. Lamkin will enhance both the Firm’s federal energy regulatory capabilities and its ability to service clients in the U.S. commodity trading and derivatives industry.

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Tags:  McDermott, Will & Emery

Simpson Thacher Represents Goodman Global Group, Inc. in Connection with its $3.7 Billion Sale to Daikin Industries, Ltd.

Wednesday, August 29, 2012

Simpson Thacher is representing Goodman Global Group, Inc. and its controlling shareholders, investment funds affiliated with Hellman & Friedman LLC, in connection with Goodman Global’s pending $3.7 billion sale to Daikin Industries, Ltd. Goodman Global is a leading North American manufacturer of heating, ventilation and air conditioning products for residential and light commercial use. The transaction is subject to customary closing conditions, and is expected to close in the fourth quarter of 2012. Terms of the transaction were not disclosed.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Morgan Lewis Advises Kenexa on its $1.3B Acquisition by IBM

Wednesday, August 29, 2012

Kenexa Corporation, a leading provider of recruiting and talent management solutions, this week announced that it has entered into a definitive agreement to be acquired by International Business Machines Corporation (IBM) for $46.00 per share in cash in a transaction valued at approximately $1.3 billion. Morgan Lewis advised Kenexa on the transaction.

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Tags:  Morgan Lewis & Bockius LLP