Shearman & Sterling represented the initial purchasers in connection with Vail Resorts, Inc.’s (VRI) private placement of $390 million of its 6.50% Senior Subordinated Notes due 2019 and the dealer manager and solicitation agent in connection with VRI’s concurrent tender offer and consent solicitation for its existing 6¾% Senior Subordinated Notes due 2014. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. acted as joint bookrunning managers for the notes offering, with Wells Fargo Securities, LLC, U.S. Bancorp Investments, Inc., Banco Bilbao Vizcaya Argentaria, S.A. and Comerica Securities, Inc. acting as co-managers. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as dealer manager and solicitation agent in connection with the tender offer and consent solicitation.

Paul, Hastings Janofsky & Walker LLP, a leading global law firm, announced today that the firm advised Kratos Defense & Security Solutions, Inc., a provider of products and services for United States national security, in the acquisition of Integral Systems, a developer and provider of satellite system command and control software, signal monitoring, telemetry, interference identification, and military range processing products and solutions, for a total consideration of approximately $240 million, payable in cash and shares of Kratos common stock.

Gold One’s assets are located in Southern Africa.  The Chinese consortium is investing up to $250 million into Gold One and simultaneously making an off-market takeover offer.  Gold One has a total anticipated enterprise value of $794 million.  The transaction was announced today (17 May 2011)

Herbert Smith has advised NB Global Floating Rate Income Fund Limited (the “Fund”) on its initial public offering and successful fundraising of over US$500 million.

Corporate Advisory Partner Andrew Bullock and Finance Partner Nick Grambas led the cross-functional transaction team, which included senior lawyer Hiroshi Narushima.

International law firm Greenberg Traurig, P.A. represented Rowland Coffee Roasters, Inc., a privately-held company based in Miami, in the $360 million sale of its coffee brands and business operations to The J.M. Smucker Company, a leading marketer and manufacturer of fruit spreads, retail packaged coffee, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk and health and natural food beverages in North America. Rowland’s products are sold under the leading Hispanic brands Café Bustelo® and Café Pilon®.

O’Melveny & Myers LLP has launched a transnational task force to counsel China-based companies that have shares listed on US exchanges on the increased scrutiny by the US Securities and Exchange Commission, Congress, and the plaintiffs’ class action bar. There have been a burgeoning number of lawsuits — nearly 20 filed so far this year, comprising a quarter of all securities class actions in the US — targeting US-listed Chinese companies for their methods for coming to market, including companies that have listed through reverse mergers.

Milbank’s Global Securities Group represented Wells Fargo Securities, BofA Merrill Lynch, J.P. Morgan and a syndicate of ten other underwriters in connection with the registered public offering by BRE Properties, Inc. (“BRE”) of 9,200,000 shares of its common stock at a price of $48.00 per share. The offering was one of the largest by a property REIT this year. BRE is a real estate investment trust (“REIT”) focused on the development, acquisition and management of multifamily apartment properties located primarily in California, and Seattle, Washington, with a multifamily portfolio of real estate assets having a book value of approximately $3.1 billion. BRE intends to use the proceeds to further its development efforts by paying off outstanding amounts under its revolver and redeeming outstanding preferred stock.

The Firm recently represented Texas Competitive Electric Holdings Company LLC (“TCEH”), a subsidiary of Energy Future Holdings Corp. (“EFH Corp.”), formerly known as TXU Corp., in a refinancing and extension of the maturities in a portion of its capital structure.  To effect these changes, TCEH entered into an extension amendment with certain lenders under its existing senior secured credit facilities pursuant to which the maturity date was extended on approximately $1.38 billion of revolving commitments, $15.4 billion of term loans and $1 billion deposit letter of credit loans under such senior secured credit facilities.  TCEH also issued $1.725 billion aggregate principal amount of new 11.5% Senior Secured Notes due 2020 in reliance on Rule 144A and Regulation S. TCEH used the net proceeds of the debt offering, together with cash on hand, to repay term loans, deposit letter of credit loans and revolving loans (and permanently reduce certain revolving commitments) under its senior secured credit facilities and to pay related fees and expenses.  The Firm also represented Energy Future Intermediate Holding Company LLC, a subsidiary of EFH Corp., in an issuance of 11% Senior Secured Second Lien Notes due 2021 in an exchange offer for existing debt of EFH Corp.