Willkie represented longtime client Level 3 Communications, Inc. in its stock-and-cash acquisition of tw telecom, valued at approximately $7.3 billion, including the assumption of $1.6 billion in tw telecom net debt.

Under the terms of the agreement, tw telecom shareholders will receive $10 in cash and 0.7 shares of Level 3 common stock for each share of tw telecom common stock that is owned at closing. The transaction is valued at $40.86 per share of tw telecom common stock based on market close as of June 13, 2014.
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Skadden is advising Covidien plc on the tax aspects of its $43 billion acquisition by Medtronic, Inc., announced June 15.

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The Firm represented Ozner Water International Holding Limited in connection with its initial public offering in Hong Kong and Rule 144A/Regulation S offering of an aggregate of 422,000,000 ordinary shares, which raised approximately HK$1.14 billion (approximately US$147.0 million) in gross proceeds.  Ozner Water International Holding Limited is a leading water purification service provider and the largest water purification service provider to commercial end users in China.  The ordinary shares of Ozner Water International Holding Limited are listed on the Hong Kong Stock Exchange.  Goldman Sachs and Standard Chartered acted as jointed global coordinators, joint bookrunners, joint lead managers and joint sponsors.

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A cross-practice team that spanned Orrick, Herrington & Sutcliffe LLP’s Energy & Infrastructure, Corporate and Banking & Finance groups recently advised Southern Star Central Corp., the parent company of Southern Star Central Gas Pipeline, Inc., an interstate natural gas transportation company, in its $450 million private offering of 5.125% Senior Notes due 2022. Concurrently with the launch of the Notes offering, Southern Star launched a tender offer for its outstanding 6.75% Senior Notes due 2016 and concurrently with the closing of the Notes offering, Southern Star also entered into an amendment and restatement of its current revolving credit facility, and Central entered into a $100 million unsecured term loan facility. The proceeds from the Notes offering and the Central term loan facility were used primarily to repay or redeem the 2016 Notes, repay Southern Star’s current revolving credit facility and make a distribution to its parent company.

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Proskauer London represented Banco Popolare in its recently completed €1.5 billion ($2.1 billion) capital increase in the form of a rights offering in reliance on Regulation S. The capital increase was fully subscribed and represents the largest completed equity capital markets transaction in Italy in 2014 to date.

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Herbert Smith Freehills has advised China Merchants Bank Co. Ltd. Hong Kong Branch on the establishment of its US$5 billion Medium Term Note (MTN) program and the first drawdown of US$500 million.

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Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC as underwriters in connection with a $399.5 million SEC-registered primary block trade of 4,560,000 shares of common stock of Range Resources Corporation. The common stock is listed on the New York Stock Exchange under the symbol “RRC.”

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Gilbert + Tobin is advising a consortium, comprising TPG Asia, Inc (TPG), Hong Kong investment manager PAG Asia Capital (PAG) and Canada’s Ontario Teachers’ Pension Plan (OTPP) (together TPG and Partners) on its acquisition of DTZ, a global property services business of UGL Limited (ASX:UGL) for the $1.215 billion transaction.

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Cravath represented INEOS Group Holdings S.A. in connection with its €600 million and US$590 million 144A/Reg. S high‑yield senior debt offering, guaranteed by INEOS Luxembourg S.A., INEOS Holdings Limited and certain of their subsidiaries. INEOS is one of the world’s largest chemical companies and has highly integrated, world‑class chemical facilities and production technologies. The notes were listed on the Luxembourg Stock Exchange. The transaction closed on February 18, 2014.

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