Orrick advised Sberbank CIB as the arranger on a complex refinancing for MLP Group, a leading warehouse distribution operator in Russia and Ukraine. The $500+ million financing was split into two concurrent secured facilities. MLP operates over 730 sq.m. of industrial warehouse facilities, including two facilities near Moscow and Saint Petersburg and one near Kyiv, Ukraine.
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Simpson Thacher represented the initial purchasers, led by joint book-running managers, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in the sale of an aggregate principal amount of $350 million 5.000% Senior Notes due 2022 by Group 1 Automotive, Inc. (the “Company”).  The notes are guaranteed on an unsecured senior basis by each of the Company’s existing and future domestic restricted subsidiaries that are guarantors or borrowers under the Company’s Revolving Credit Facility, which includes substantially all of the Company’s existing domestic subsidiaries.  The Company intends to use the net proceeds from the offering of the Notes, together with net proceeds from the termination of certain options and warrants, to finance the purchase of the Company’s 3.00% Convertible Senior Notes due 2020 pursuant to a tender offer therefor, to repay amounts outstanding under the acquisition line of the Company’s Revolving Credit Facility and for working capital requirements and general corporate purposes.

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Shumaker, Loop & Kendrick, LLP announced today that it served as counsel to Health Care REIT, Inc. in the largest overnight marketed SEC registered stock offering by any company thus far in 2014 based on total gross proceeds.  The Shumaker team was led by Mary Ellen Pisanelli, Partner and Co-Chair of the REIT Practice Group, with the assistance of Greg Shope, Zach Madden and Barb Rivas.

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Global law firm White & Case LLP has advised Credit Suisse, Banca IMI, BNP Paribas and UniCredit as Joint Bookrunners on Officine Maccaferri’s high yield offering of €200 million, 5.75 percent Notes due 2021.
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On June 3, Willkie client Dai-ichi Life Insurance Company, Limited and Protective Life Corporation announced that they have entered into a definitive agreement under which Dai-ichi Life will acquire all outstanding shares of Protective Life Corporation for $70.00 per share in cash, or a total transaction value of approximately $5.7 billion. Willkie and Baker & McKenzie, Dai-ichi’s longtime outside counsel, advised Tokyo-based Dai-ichi Life on the deal, which will create the 13th largest global insurer, with total assets of $424 billion. Protective Life will become Dai-ichi Life’s platform for growth in the United States, where the company does not currently have a material operational presence.
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Willkie client iParadigms, creators of Turnitin, announced the company has reached a definitive agreement to be acquired for $752 million by global private equity firm Insight Venture Partners and GIC, Singapore’s sovereign wealth fund. Leading private equity firm Warburg Pincus had been majority owner of iParadigms since 2008.
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The Firm represented Precision Drilling Corporation (“Precision”) in connection with its Rule 144A and Regulation S offering of US$400 million aggregate principal amount of 5.250% Senior Notes due 2024.

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Shearman & Sterling is advising Mizkan Holdings Co., Ltd. in its $2.15 billion acquisition of Unilever’s portfolio consisting of the Ragú brand and Bertolli brand of pasta sauce products.

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Paul Hastings LLP, a leading global law firm, announced today that the firm represented J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC, PNC Capital Markets LLC, RBS Securities Inc., Santander Investment Securities Inc., Mitsubishi UFJ Securities (USA), Inc., and US Bancorp Investments, Inc.  as initial purchasers in connection with Triumph Group, Inc.’s bond issuance of $300 million aggregate principal amount of 5.250% senior notes due 2022.

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In its second large private equity high yield financing in the past month, Milbank, Tweed, Hadley & McCloy advised the initial purchasers in a $300 million high-yield notes offering, the proceeds of which were used to finance the acquisition of Hearthside Food Solutions by affiliates of Goldman Sachs PIA and Vestar Capital Partners.  The notes offering closed on May 13, 2014 and the acquisition closed on June 2, 2014.

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