Duane Morris Team Represents American Realty Capital Properties in $3.2 billion Merger to Acquire AR Capital Trust III

Friday, December 21, 2012

A team of Duane Morris lawyers led by Richard A. Silfen and Darrick M. Mix, both of the Philadelphia office; Douglas P. Howard, of the Baltimore office, on corporate and securities aspects; and Chester P. Lee, of the New York office, on the real estate aspects, represented NASDAQ-traded real estate investment trust (REIT) American Realty Capital Properties, Inc., in a reverse merger transaction to acquire American Realty Capital Trust III, Inc., a “non-traded” REIT. The deal is structured as a cash-election merger involving the two REITs and their operating partnerships in which the cash component will not exceed 30 percent of the deal consideration. According to SEC filings, the combined company is expected to have enterprise value of $3.2 billion and market capitalization of $1.9 billion, with access to $1 billion in debt financing. After meetings of both companies’ shareholders, the deal is expected to close in the second quarter of 2013.

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Tags:  Duane Morris LLP

Simpson Thacher Represents Academy Sports + Outdoors in $500 Million Senior Notes Offering and Related Transactions

Friday, December 21, 2012

Simpson Thacher represented Academy Sports + Outdoors (“Academy”) in connection with its recent offering of $500 million aggregate principal amount of 8%/8¾% Senior Notes due 2018, as well as related internal restructuring transactions. Academy used the net proceeds from this offering to pay an approximately $485.8 million distribution to its parent, New Academy Holdings Company, LLC, an entity controlled by Kohlberg Kravis Roberts & Co. LP.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Simpson Thacher Represents SunGard Data Systems Inc. in $720 Million Senior Secured Term Loan Financing and Extension of its $275 Million Receivables Facility

Friday, December 21, 2012

The Firm recently represented SunGard Data Systems Inc. in connection with its entrance into a $720 million incremental term loan facility under its senior secured credit agreement and the maturity extension of, and other amendments to, its $275 million receivables facility. The proceeds of the term loan facility are being used to fund a dividend.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Simpson Thacher Represents Macquarie Mexican REIT in US$910 million Initial Public Offering and US$185 million Real Estate Financing

Friday, December 21, 2012

The Firm recently represented Macquarie Mexican REIT (FIBRA Macquarie México) (“MMREIT”) in connection with its US$909.4 million initial public offering of Real Estate Trust Certificates (Certificados Bursátiles Fiduciarios Inmobiliarios, or “CBFIs”) on the Mexican Stock Exchange. The CBFIs were offered to the public in Mexico, to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons in reliance on Regulation S. MMREIT used the proceeds in connection with its acquisition, simultaneously with its initial public offering in Mexico, of its initial portfolio, consisting of 244 industrial real estate properties located in 21 cities across 15 states in Mexico. In addition to the proceeds from its initial public offering in Mexico, MMREIT financed the acquisition of its initial portfolio through four secured credit facilities.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Simpson Thacher Represents Igloo Holdings Corporation in $350 Million Offering of Senior PIK Toggle Notes

Friday, December 21, 2012

Simpson Thacher represented Igloo Holdings Corporation (“Igloo”) in connection with its Rule 144A and Regulation S offering of $350 million aggregate principal amount of 8.25%/9.00% Senior PIK Toggle Notes due 2017. Igloo intends to use the net proceeds from any such placement, together with $100.0 million of cash on hand of Interactive Data Corporation, to pay a dividend to its shareholders and a distribution to its optionholders totalling approximately $439.0 million.

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Tags:  Simpson Thacher & Bartlett LLP | Silicon Valley

Cravath – NCR Corporation’s Senior Debt Offering

Friday, December 21, 2012

Cravath represented the initial purchasers, led by J.P. Morgan Securities, BofA Merrill Lynch, RBC Capital Markets, SunTrust Robinson Humphrey and Wells Fargo Securities, in connection with the US$500 million 144A/Reg. S senior debt offering of NCR Corporation, a leading global technology company. The transaction closed on December 18, 2012.

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Tags:  Cravath, Swaine & Moore LLP | New York

Milbank Represents CDB, IDB and CAF In $1.1B Expansion Of The El Dorado International Airport In Bogotá, Colombia

Friday, December 21, 2012

Milbank, Tweed, Hadley & McCloy LLP in Beijing represented China Development Bank Corporation (CDB), a joint lead arranger and senior lender, in connection with its participation in a loan of US$390 million to Sociedad Concesionaria Operadora Aeroportuaria Internacional S.A. – Opain S.A. of Colombia (Opain). The total financing consisted of US$1.1 billion and was used for the expansion and redevelopment of the El Dorado international airport in Bogotá, Colombia, one of Latin America’s largest airports. Milbank in Washington, DC also represented CDB and the other participating banks, Inter-American Development Bank (IDB) and Corporacion Andina De Fomento (CAF).

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Tags:  Milbank LLP | Beijing

Sutherland Advises South Mississippi Electric on Purchase of LSP Energy’s Batesville Plant

Friday, December 21, 2012

Sutherland Asbill & Brennan LLP has advised South Mississippi Electric (SME) on the purchase of LSP Energy LP’s Batesville, Mississippi, plant. The transaction closed this week and involved the acquisition of three gas-fired, combined-cycle generating units with the capacity to produce up to 837 megawatts of electricity at a purchase price of approximately $332/kW.

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Tags:  Eversheds Sutherland