Simpson Thacher Represents MultiPlan in $750 Million Senior PIK Toggle Notes Offering, $100 Million Incremental Term Loan Amendment and Related Distribution to Equityholders

Simpson Thacher recently represented MultiPlan in connection with a 144A/Regulation S high yield offering of $750 million aggregate principal amount of Senior PIK Toggle Notes due 2018 by MPH Intermediate Holding Company 2, an indirect parent company of MultiPlan, Inc., and MultiPlan, Inc.’s amendment to its existing credit agreement providing for, among other things, $100 million of incremental term loans.  MultiPlan used the net proceeds from the notes offering, along with the incremental term loan borrowings and cash on hand, to distribute approximately $838 million to a parent entity, MPH Intermediate Holding Company 1, which is indirectly controlled by affiliates of Silver Lake Group, L.L.C. and BC Partners, Inc.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Willkie’s Frankfurt Office Advises Rockwood Holdings on Sale of Business Unit to ALTANA Group

On July 30, German chemicals producer Rockwood Holdings, Inc. announced that it has entered into a definitive agreement to sell its rheology business to ALTANA Group, a German based global specialty chemical company for $635 million (approx. EUR 480 million).  ALTANA Group, which employs 340 people at four production sites in the U.S., Germany and the U.K., produces clay-based additives that are used to modify the flow characteristics of various materials.

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Tags:  Willkie Farr & Gallagher LLP | Germany

Davis Polk – Fleetmatics Group PLC Follow-On Offering

Davis Polk advised Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters in connection with an SEC-registered follow-on offering of 10,925,000 ordinary shares of Fleetmatics Group PLC, of which 1,000,000 ordinary shares were issued and sold by the Company and 9,925,000 ordinary shares were sold by the selling shareholders, for an aggregate price to the public of $313.5 million. The shares include 1,425,000 ordinary shares purchased by the underwriters pursuant to an option provided by one selling shareholder.

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Tags:  Davis Polk & Wardwell LLP | Silicon Valley

Davis Polk – Rally Software Follow-On Offering

Davis Polk advised the underwriters in connection with a $132.2 million offering of common stock of Rally Software Development Corp. at $24.75 per share, consisting of 250,000 shares of common stock offered by the company and 5,089,455 shares of common stock offered by the selling stockholders (including 729,058 shares in respect of the exercise in full of the underwriters’ option to purchase additional shares). The offering resulted in gross proceeds of $6.2 million to the company and $126.0 million to the selling stockholders. Deutsche Bank Securities Inc. and Piper Jaffray & Co. acted as lead book-running managers and Needham & Company, LLC, JMP Securities LLC, William Blair & Company, L.L.C. and Wunderlich Securities, Inc. acted as co-managers. Rally Software’s common stock is traded on the New York Stock Exchange under the symbol “RALY.”

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Tags:  Davis Polk & Wardwell LLP | Silicon Valley