Shearman & Sterling Advises on $500 Million DIP Financing

Shearman & Sterling advised Citigroup Global Markets Inc. as lead arranger and bookrunner in connection with a $500 million debtor-in-possession and exit financing for Houghton Mifflin Harcourt Publishers Inc. (the “Company”) and certain of its affiliates. The financing is in conjunction with a pre-arranged bankruptcy filing of the Company and certain of its affiliates and consists of an asset-based revolving credit facility secured by a first lien on certain current assets and a term loan facility secured by a first lien on the other assets.

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Tags:  Shearman & Sterling LLP | New York

Dechert Advises Carlson Wagonlit Travel on Key High-Yield Offering

International law firm Dechert LLP advised long standing client Carlson Wagonlit Travel, a global leader specialising in managing business travel and meetings and events, on its issuance of US$465 million 6.785% Senior Secured Notes due 2019 and €300 million 7.500% Senior Secured Notes due 2019. The lead initial purchaser was JP Morgan, and co-leads were BNP Paribas, Jefferies, Lloyds and Morgan Stanley.

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Davis Polk Advises Dalian Wanda Group on Its Acquisition of AMC

Davis Polk is advising Dalian Wanda Group Co., Ltd. (Wanda) on its approximately $2.6 billion acquisition of AMC Entertainment Holdings, Inc. (AMC). As part of the transaction, Wanda intends to invest up to an additional $500 million in AMC over time to fund AMC’s strategic and operating initiatives. The transaction is subject to customary closing conditions and U.S. and Chinese regulatory approvals.

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Tags:  Davis Polk & Wardwell LLP | New York

Davis Polk – Eaton Acquires Cooper Industries

Davis Polk is advising both Citi and Morgan Stanley as joint financial advisers to Eaton Corporation in connection with its $11.8 billion acquisition of Cooper Industries plc. The transaction was unanimously recommended by the boards of directors of both companies and is subject to the receipt of certain regulatory approvals and certain other conditions. The transaction is expected to close in the second half of 2012.

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Tags:  Davis Polk & Wardwell LLP | New York

Nossaman Represents HealthCare Partners in $4.42 Billion Merger with DaVita Inc.

Members of Nossaman’s Healthcare and Corporate Practice Groups successfully represented HealthCare Partners, the country’s largest operator of medical groups and physician networks, in their merger agreement with DaVita Inc., a leading provider of kidney care services for those diagnosed with chronic kidney disease. The $4.42 billion purchase price consists of $3.66 billion in cash and approximately 9.38 million shares of DaVita common stock, which was valued at $758 million based on the closing price on May 18, 2012.

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Tags:  Nossaman LLP | Los Angeles

Simpson Thacher Represents Eaton Corporation in Proposed $11.8 Billion Acquisition of Cooper Industries

Simpson Thacher is representing Eaton Corporation (“Eaton”) in connection with its agreement to acquire Cooper Industries plc (“Cooper”) in a cash-and-stock transaction valued at approximately $11.8 billion (based on the closing price for Eaton common stock on May 18, 2012). At the close of the transaction, which is expected in the second half of 2012, Eaton and Cooper will be combined under a new company incorporated in Ireland (“New Eaton”), where Cooper is incorporated today. Under the terms of the agreement, Eaton will merge with a subsidiary of New Eaton, and New Eaton will acquire Cooper by way of a scheme of arrangement under Irish law. Cooper shareholders will receive $39.15 in cash and 0.77479 shares of the new Irish company for each Cooper share. New Eaton is expected to be listed on the New York Stock Exchange.

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Tags:  Simpson Thacher & Bartlett LLP | New York