Simpson Thacher Represents HCA and Its Principal Stockholder in $775 Million Secondary Offering and $750 Million Concurrent Share Repurchase

impson Thacher recently represented HCA Holdings, Inc. (“HCA”) and its principal stockholder, an entity affiliated with Bain Capital Partners, LLC and Kohlberg Kravis Roberts & Co., in connection with a secondary offering of 15,000,000 shares of common stock of HCA by the principal stockholder for aggregate gross proceeds of approximately $775 million, and a concurrent share repurchase by HCA of 14,554,628 additional shares from the principal stockholder. The concurrent share repurchase resulted in additional gross proceeds of approximately $750 million.

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Simpson Thacher Represents SSG Capital in Raising $915 Million Third Asia-Pacific Private Equity Fund

Simpson Thacher represented SSG Capital Management Ltd. in the formation of its third Asia-Pacific special situations and distressed investments private equity fund, SSG Capital Partners III, L.P. (“Fund III”).  With $915 million in capital commitments, Fund III held its final closing on May 15, 2014. Fund III will focus on investments in China, India and Indonesia, in deep-value assets that are afflicted by dislocations in pricing and market liquidity.

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Pilgrim’s Pride’s $6.4 Billion Proposed Acquisition of Hillshire Brands

Pilgrim’s Pride Corporation announced that it has made a proposal to acquire The Hillshire Brands Company for $45.00 per share in cash, in a transaction valued at US$6.4 billion. Cravath is representing Pilgrim’s Pride in connection with this transaction. Hillshire and Pinnacle Foods Inc. previously entered into a merger agreement under which Hillshire would acquire all outstanding shares of Pinnacle Foods in a cash and stock transaction. It is anticipated that Pilgrim’s Pride’s proposed transaction would close during the third quarter of 2014 and would be subject to customary closing conditions and the termination of Hillshire’s merger agreement with Pinnacle Foods.

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Hunton & Williams LLP Advises on Debt-for-Debt Exchange

Lawyers in Hunton & Williams LLP’s power and energy capital markets group recently advised the dealer manager, J.P. Morgan Securities LLC, in a debt-for-debt exchange conducted as a modified “Dutch auction”. The exchange offer by National Rural Utilities Cooperative Finance Corporation (“CFC”) was ultimately for $209,401,000 aggregate principal amount of CFC’s 8.00 percent Medium Term Notes, Series C, due 2032 for newly issued 4.023% Collateral Trust Bonds due 2032 and cash.

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Squire Sanders and Patton Boggs Announce Agreement to Combine Firms

Squire Sanders and Patton Boggs today announced that their partners have approved a combination of the firms. The combined firm will bring together Squire Sanders’ top ranked global legal platform and Patton Boggs’ preeminent public policy, white collar and other practices to provide clients with unparalleled geographic reach, breadth and depth of practice capabilities and unmatched knowledge in matters where law, government and business intersect.
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Simpson Thacher Represents Yunfeng Capital in Raising Over $1 Billion Second China Fund

Simpson Thacher represented Yunfeng Capital Limited in the formation of its second China-focused private equity fund, Yunfeng Fund II, L.P. (“Fund II”).  With over $1 billion in capital commitments , Fund II held its final close in May 2014. Fund II will focus primarily on companies in the telecommunications, technology and media, consumer products and healthcare industry.  Yunfeng was founded by David Feng Yu (founder of Target Media) and Jack Yun Ma (founder of Alibaba). 
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Shearman & Sterling Advises Lead Arrangers on $1.85 Billion Refinancing for Catalent Pharma Solutions

Shearman & Sterling advised Morgan Stanley Senior Funding, Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Jefferies Finance LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint bookrunners in connection with a $1.85 billion refinancing, including a $1.4 billion seven-year first-lien term loan, a €250 million seven-year first-lien term loan and a $200 million five-year revolving credit facility for Catalent Pharma Solutions, Inc.

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