Davis Polk – Catalyst Health Solutions, Inc. Acquisition Financing

Davis Polk is advising Goldman Sachs Lending Partners LLC, Citigroup Global Markets Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC as joint lead arrangers in connection with a $700 million back-stop acquisition facility, including a $500 million senior secured term loan facility and $200 million senior secured revolving facility, for Catalyst Health Solutions, Inc. in connection with its acquisition of Walgreens Health Initiatives, Inc., a wholly owned subsidiary of Walgreen Co.

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Simpson Thacher Represents Initial Purchasers in Offering of $500 Million Senior Secured Notes and £650 Million of Senior Secured Notes by Virgin Media

The Firm represented BNP Paribas, Deutsche Bank, HSBC, RBS, Goldman, Sachs & Co., J.P. Morgan and UBS Investment Bank, as initial purchasers, in connection with a 144A/Regulation S offering by Virgin Media Secured Finance PLC of $500 million of 5.25% Senior Secured Notes due 2021 and £650 million of 5.50% Senior Secured Notes due 2021. The notes rank pari passu with Virgin Media’s senior credit facility and its existing senior secured notes due 2018 and, subject to certain exceptions, share in the same guarantees and security which has been granted in favor of its senior credit facility and its existing senior secured notes due 2018.

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Clifford Chance Advises Shell on Proposed $1.3B Refinery Sale

International law firm Clifford Chance has advised Shell on plans to sell the Stanlow refinery, the UK’s second largest, to Essar Energy plc for an expected amount of approximately $1.3bn (including inventory). The two parties have agreed an exclusivity agreement in relation to the 272,000 barrel-per-day refinery and associated local marketing businesses, which will allow for employee consultation prior to entry into binding sale documentation.

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Willkie Paris Office Advises PAI on $1B Pending Sale of Kwik-Fit

Japanese trading house Itochu Corp. recently announced its pending acquisition of U.K. automotive repair company Kwik-Fit Group Ltd. from funds managed by Willkie client PAI partners for approximately $1 billion (£637 million). Kwik-Fit, also known under the brand Speedy in France, specializes in automotive parts repair and tire sales with 1,220 repair centers in France, Holland and the UK. The transaction is subject to the approval of the antitrust authorities, as well as other required authorizations.

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Shearman & Sterling Advises on Financing of $3B Acquisition of J. Crew

Shearman & Sterling represented Bank of America, N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunners, in a $1.2 billion term loan and a $250 million asset-based revolving credit facility supporting the merger of J. Crew Group, Inc. with Chinos Acquisition Corporation, an affiliate of TPG Capital, L.P. and Leonard Green & Partners, L.P. TPG Capital and Leonard Green & Partners agreed to acquire the outstanding shares of common stock of J. Crew for $43.50 per share in cash per terms of the merger agreement announced in November 2010.

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