Simpson Thacher Represents Blackstone Mortgage Trust in $660 Million Common Stock Offering

The Firm recently represented Blackstone Mortgage Trust, Inc. in connection with its public offering of 25,875,000 shares of class A common stock, inclusive of the shares sold pursuant to the underwriters’ full exercise of their over-allotment option, at a public offering price of $25.50 per share, or $660 million in the aggregate. Immediately following the offering, Blackstone Mortgage Trust had approximately 28.8 million shares of class A common stock outstanding. Blackstone Mortgage Trust intends to use the proceeds from the offering to originate and purchase loans through its recently commenced senior mortgage lending program and for working capital and general corporate purposes.

More >>

Tags:  Simpson Thacher & Bartlett LLP | New York

Simpson Thacher Represents HCA Inc. in $5.1 Billion Refinancing of its Term Loans under its Senior Secured Cash Flow Credit Facility

Simpson Thacher recently represented HCA Inc. in three refinancings of its $13.55 billion/€1.0 billion senior secured cash flow credit facility, enabling HCA to obtain lower pricing on its term loans. To effect the first transaction, HCA Inc. entered into a Joinder Agreement on April 25, 2013 pursuant to which a new, $2.374 billion tranche of B-4 term loans was established to replace HCA’s tranche B-3 term loans. Subsequently, on May 3, 2013, HCA entered a second Joinder Agreement by which $2.00 billion of new tranche B-5 term loans were created to pay down HCA’s tranche B-2 term loans. Finally, on May 22, 2013, HCA entered a third Joinder Agreement, establishing $726 million of new tranche A-4 term loans to pay down its tranche A-3 term loans.

More >>

Tags:  Simpson Thacher & Bartlett LLP | New York

Simpson Thacher Represents Smithfield Foods in its Strategic Combination with Shuanghui International

The Firm is representing Smithfield Foods (NYSE: SFD) in connection with its definitive merger agreement with Shuanghui International Holdings Limited. Under the terms of the deal, Smithfield shareholders will receive US$34.00 per share in cash, which values Smithfield at US$7.1 billion, including the assumption of Smithfield’s net debt. The transaction, which is expected to close in the second half of 2013, is subject to shareholder approval and other customary closing conditions.

More >>

Tags:  Simpson Thacher & Bartlett LLP | Hong Kong

Proskauer – American Realty Capital Properties to Acquire CapLease Inc. in $2.2 Billion Transaction

American Realty Capital Properties, Inc. (“ARCP”) announced a definitive merger agreement to acquire all of the outstanding shares of CapLease, Inc, in a $2.2 billion transaction that will create the country’s third largest net lease real estate investment trust (REIT) with an enterprise value of $6 billion. Proskauer served as counsel to ARCP. The deal is expected to close in the third quarter of 2013, subject to certain closing conditions, including the approval of CapLease’s stockholders.

More >>

Tags:  Proskauer Rose, LLP | New York

Cravath – Lender Processing Services’s Acquisition by Fidelity National Financial

On May 28, 2013, Fidelity National Financial, Inc. (“FNF”), a leading provider of title insurance, mortgage services and diversified services, and Lender Processing Services, Inc. (“LPS”), a leading provider of integrated technology, services, data and analytics to the mortgage and real estate industries, announced the signing of a definitive agreement under which FNF will acquire all of the common stock of LPS for $33.25 per common share, for a total equity value of approximately $2.9 billion. Under the terms of the definitive agreement, FNF will pay 50% of the consideration for the LPS shares of common stock in cash and 50% in shares of FNF common stock, subject to adjustment. Cravath represented LPS in connection with this transaction.

More >>

Tags:  Cravath, Swaine & Moore LLP | New York