Linklaters Advises Tank & Rast on Refinancing

Linklaters has advised Tank & Rast on the 1.45 billion euro senior secured credit facilities and associated hedging transactions in connection with the complete refinancing of its existing senior and junior credit facilities maturing in August 2014 which was completed at the beginning of this month. Tank & Rast is the leading German motorway services operator owned by private equity firm Terra Firma and Deutsche Bank’s infrastructure division RREEF. The refinancing was implemented through a combination of debt that also includes high yield bond issuance and a payment-in-kind term loan.

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Tags:  Linklaters LLP

American Realty Capital Properties Closes Concurrent Offerings of $287.5 Million in 3.00% Convertible Senior Notes and $402.5 Million in 3.75% Convertible Senior Notes

Global law firm Proskauer served as counsel to American Realty Capital Properties, Inc. (NASDAQ: ARCP) in its concurrent underwritten public offerings of (i) $300.0 million of ARCP’s 3.00% Convertible Senior Notes due 2018 (“2018 Notes”) pursuant to a reopening of its existing series of such notes and (ii) (ii) $350 million of its 3.75% Convertible Senior Notes due 2020 (“2020 Notes”). Both of the transactions closed on December 10, 2013. Additionally, the representatives for the underwriters delivered notice to ARCP on December 9, 2013 electing to fully exercise their over-allotment options to purchase (i) $37.5 million of additional 2018 Notes and (ii) $52.5 million of 2020 Notes. The exercise of both over-allotment options also closed on December 10, 2013. As a result of the offerings, ARCP received $670.7 million in net proceeds from the offering and intends to use the net proceeds of the offerings (a) to repay outstanding indebtedness under its existing senior secured credit facility (which will increase the availability of funds under such credit facility) and (b) for other general corporate purposes.

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Cahill Represents Financing Sources in New $435 Million Credit Facility for Dayco

Cahill represented Bank of America, N.A. as administrative agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated as lead arranger; and the other arrangers in connection with the $375,000,000 senior secured term loan and $60,000,000 senior secured asset-based revolving credit facility for Dayco Products, LLC and Dayco Canada Corp., a leader in the research, design, manufacturing and distribution of a broad range of belts, tensioners and pulleys for the automotive, trucking, construction, agricultural and industrial markets.

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Tags:  Cahill Gordon & Reindel LLP

Clifford Chance advises Banco Santander on its €470 million investment in Bank of Shanghai

Hong Kong: Leading international law firm Clifford Chance has advised Spain’s largest bank, Banco Santander SA (“Santander”), on its acquisition of an 8% equity stake in China’s second-largest urban commercial and retail lender, Bank of Shanghai Co., from HSBC Holdings Plc (“HSBC”). The transaction, which is subject to approval from the China Banking Regulatory Commission, also includes the signing of a cooperation agreement between Santander and Bank of Shanghai, and represents a total investment of €470 million. The transaction is expected to be completed in the first half of 2014, making Santander the second largest shareholder and international strategic partner of the Chinese bank.

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Tags:  Clifford Chance LLP | Shanghai

McGuireWoods Securities Team Represents Underwriters in $690 Million Convertible Bond Offerings

In December 2013, a team of McGuireWoods corporate and securities attorneys, led by partner Stephen Older and associate Rakesh Gopalan, provided legal counsel to the underwriters in connection with the registered public offering and settlement of $690 million of two series of convertible senior notes of American Realty Capital Properties, Inc. (ARCP), a publicly traded NASDAQ-listed real estate investment trust (REIT) with a market capitalization of $2.4 billion. Barclays Capital Inc. and Citigroup Global Markets, Inc. served as the lead underwriters for the syndicate, which consisted of Credit Suisse (USA) LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Capital One Securities, Inc. and JMP Securities LLC. Associates David Wolpa, Lindsay Schall and Alex Scharyj also provided assistance with this transaction.

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Milbank Represents Lead Arrangers in $1.5B Debt Financing for Grifols SA to Acquire Novartis Diagnostics

International law firm Milbank, Tweed, Hadley & McCloy is representing Nomura, Morgan Stanley and Banco Bilbao Vizcaya Argentaria SA as lead arrangers for a senior unsecured bridge loan for Grifols S.A., a multinational public healthcare company. As a leading producer of plasma medicines, Grifols has a presence in more than 100 countries and is the world leader in plasma collection, with 150 plasma donation centers across the U.S.  The company is headquartered in Barcelona, Spain and employs more than 11,000 people worldwide. In 2012, Grifols’ sales exceeded 2,620 million euros.

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Tags:  Milbank LLP

Baker Botts Represents UNS Energy Corporation in $4.3 Billion Acquisition by Fortis Utility Group

On December 11, 2013, the Board of Directors of UNS Energy Corporation (NYSE: UNS) unanimously approved a definitive merger agreement with Fortis, Inc. (TSX: FTS), Canada’s largest investor-owned gas and electric distribution utility, that calls for Fortis to acquire all of the outstanding common stock of UNS Energy for $60.25 per share in cash.

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Tags:  Baker Botts L.L.P.