Shearman & Sterling Advises on China Machinery Engineering’s Hong Kong IPO

Shearman & Sterling represented BOCI Asia Limited as the sole sponsor, and BOCI Asia Limited, ICBC International Capital Limited, ICBC International Securities Limited, CIMB Securities Limited and ABCI Securities Company Limited as the underwriters in connection with the approximately HK$3.88 billion primary listing on The Stock Exchange of Hong Kong Limited and global offering of the H shares of China Machinery Engineering Corporation (the “CMEC”).

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Tags:  Shearman & Sterling LLP | Hong Kong

Shearman & Sterling Advises on Bank and Bond Financing for Tops Markets

Shearman & Sterling represented Tops Markets, LLC, a portfolio company of Morgan Stanley Capital Partners and Graycliff Partners, in connection with a $125 million asset-based revolving credit facility arranged by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC. Concurrently, the firm also advised Top Markets, LLC and its Co-Issuer Tops Holding Corporation in the issuance of $460 million of senior secured notes placed by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC. The credit facility and the notes have an intercreditor arrangement with cross priority on collateral and were put in place in connection with a refinancing and a dividend recapitalization.

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Tags:  Shearman & Sterling LLP | New York

Duane Morris Team Represents American Realty Capital Properties in $3.2 billion Merger to Acquire AR Capital Trust III

A team of Duane Morris lawyers led by Richard A. Silfen and Darrick M. Mix, both of the Philadelphia office; Douglas P. Howard, of the Baltimore office, on corporate and securities aspects; and Chester P. Lee, of the New York office, on the real estate aspects, represented NASDAQ-traded real estate investment trust (REIT) American Realty Capital Properties, Inc., in a reverse merger transaction to acquire American Realty Capital Trust III, Inc., a “non-traded” REIT. The deal is structured as a cash-election merger involving the two REITs and their operating partnerships in which the cash component will not exceed 30 percent of the deal consideration. According to SEC filings, the combined company is expected to have enterprise value of $3.2 billion and market capitalization of $1.9 billion, with access to $1 billion in debt financing. After meetings of both companies’ shareholders, the deal is expected to close in the second quarter of 2013.

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Simpson Thacher Represents Academy Sports + Outdoors in $500 Million Senior Notes Offering and Related Transactions

Simpson Thacher represented Academy Sports + Outdoors (“Academy”) in connection with its recent offering of $500 million aggregate principal amount of 8%/8¾% Senior Notes due 2018, as well as related internal restructuring transactions. Academy used the net proceeds from this offering to pay an approximately $485.8 million distribution to its parent, New Academy Holdings Company, LLC, an entity controlled by Kohlberg Kravis Roberts & Co. LP.

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Simpson Thacher Represents SunGard Data Systems Inc. in $720 Million Senior Secured Term Loan Financing and Extension of its $275 Million Receivables Facility

The Firm recently represented SunGard Data Systems Inc. in connection with its entrance into a $720 million incremental term loan facility under its senior secured credit agreement and the maturity extension of, and other amendments to, its $275 million receivables facility. The proceeds of the term loan facility are being used to fund a dividend.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Simpson Thacher Represents Macquarie Mexican REIT in US$910 million Initial Public Offering and US$185 million Real Estate Financing

The Firm recently represented Macquarie Mexican REIT (FIBRA Macquarie México) (“MMREIT”) in connection with its US$909.4 million initial public offering of Real Estate Trust Certificates (Certificados Bursátiles Fiduciarios Inmobiliarios, or “CBFIs”) on the Mexican Stock Exchange. The CBFIs were offered to the public in Mexico, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S. MMREIT used the proceeds in connection with its acquisition, simultaneously with its initial public offering in Mexico, of its initial portfolio, consisting of 244 industrial real estate properties located in 21 cities across 15 states in Mexico. In addition to the proceeds from its initial public offering in Mexico, MMREIT financed the acquisition of its initial portfolio through four secured credit facilities.

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Tags:  Simpson Thacher & Bartlett LLP | New York