Davis Polk advised Credit Suisse AG, as administrative and collateral agent for the first-lien facility, and Bank of America, N.A, as administrative and collateral agent for the second-lien facility, in connection with the senior secured facilities provided to Solenis International L.P. and Solenis Holdings 3 LLC, acquisition subsidiaries of Clayton, Dubilier & Rice (CD&R), to finance CD&R’s acquisition of the Water Technologies division of Ashland Inc. The first-lien facility consists of a $630 million term loan facility, a €230 million term loan facility and a $200 million multicurrency revolving facility, each of which is secured on a first-lien basis. The second-lien facility consists of a $470 million term loan facility secured on a second-lien basis. The credit facilities are guaranteed by certain wholly owned domestic subsidiaries of Solenis International, L.P. and will be secured by substantially all of the assets of Solenis International, L.P. and Solenis Holdings 3 LLC and the guarantors thereunder.
Cahill Represents Initial Purchasers in $600 Million Notes Offering by Alliance Data Systems
Cahill represented Wells Fargo Securities, BofA Merrill Lynch, J.P. Morgan, RBC Capital Markets, Fifth Third Securities, and SunTrust Robinson Humphrey as joint book running managers and the co-managers in connection with the Rule 144A offering of $600,000,000 aggregate principal amount of 5.375% Senior Notes due 2022 by Alliance Data Systems Corporation, a leading global provider of data-driven marketing and loyalty solutions serving large, consumer-based businesses in a variety of industries. Proceeds were used for general corporate purposes and to refinance existing indebtedness.
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Simpson Thacher Represents Lexington Partners in Acquisition of $1.2 Billion Interest in Metalmark Capital from Citigroup
The Firm represented Lexington Partners in connection with its acquisition of an 80% share of a $1.5 billion commitment from Citigroup Inc. to Metalmark Capital Partners II LP, a fund managed by midmarket buyout firm Metalmark Capital. Citigroup will offer the remaining 20% of its commitment to existing limited partners in the fund. The transaction is expected to close in the fourth quarter. Lexington Partners is a leading manager of secondary private equity and co-investment funds.
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Scientific Games’s $5.1 Billion Acquisition of Bally Technologies
On August 1, 2014, Scientific Games Corporation and Bally Technologies, Inc. announced that the companies have entered into a definitive merger agreement whereby Scientific Games has agreed to acquire all of the outstanding Bally common stock for $83.30 in cash per share, which represents a 38 percent premium to Bally’s closing stock price on July 31, 2014. The aggregate transaction value is approximately $5.1 billion, including the refinancing of approximately $1.8 billion of existing Bally net debt. Cravath represented Scientific Games in connection with this transaction. The acquisition is subject to customary closing conditions, including receipt of Bally shareholder approval and antitrust and gaming regulatory approvals, and is currently expected to be completed in early 2015.
Tags: Cravath, Swaine & Moore LLP
Mayer Brown represents Bonanza Creek Energy. Inc. on $300 million high yield note offering
Mayer Brown, a leading global law firm, represented Bonanza Creek Energy, Inc., an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States, in the issuance of a $300 million high yield senior unsecured note offering at 5.75%. The lead underwriter was RBC Capital Markets, LLC.
Tags: Mayer Brown LLP Cahill Represents Lead Arrangers in Acquisition Financing for Amaya Gaming Group
Cahill represented Deutsche Bank and Barclays as administrative agents and lead arrangers in connection with the $2.6 billion multicurrency credit facility, comprised of a $1,750,000,000 Term B loan, a $800,000,000 Second Lien Term B loan, a $100,00,000 revolving credit facility and a €200,000,000 Term B loan for Amaya Gaming Group, a gaming and online gambling company. Proceeds from the loan were used in connection with Amaya’s acquisition of the parent company of the PokerStars and FullTiltPoker brands.
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Baker Botts Represents Hunt Oil in $278 Million Sale of Assets to Vanguard
Vanguard Natural Resources, LLC today announced it has entered into a definitive agreement to acquire natural gas, oil and natural gas liquids (“NGLs”) assets in North Louisiana and East Texas for a purchase price of $278 million from Hunt Oil Company. The properties consist of approximately 23,000 net acres that are currently producing approximately 17.5 MMcfe per day, with approximately 67% natural gas and 33% oil and NGLs. The effective date of the acquisition is June 1, 2014, and the anticipated closing of the acquisition is on or before October 1, 2014.
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Simpson Thacher Represents Shaw Communications Inc. in $1.2 Billion Acquisition of ViaWest, Inc.
The Firm is representing Shaw Communications Inc. in connection with its announced $1.2 billion acquisition of ViaWest, Inc. from affiliates of Oak Hill Capital Partners, affiliates of GI Partners and certain other stockholders. The transaction is subject to customary closing conditions and regulatory approvals.
Tags: Simpson Thacher & Bartlett LLP
Davis Polk Advises Solvay on the Sale of Its Eco Services Business Unit to CCMP Capital
Davis Polk is advising Solvay SA in connection with the $890 million sale of its sulfuric acid virgin production and regeneration business, Eco Services, to affiliates of CCMP Capital Advisors, LLC. The transaction, which is subject to customary closing conditions, is expected to be completed in the fourth quarter of 2014.
Tags: Davis Polk & Wardwell LLPGide, counsel on the provision of a €1 billion syndicated loan facility to Groupe Auchan
Gide has advised the arrangers and a pool of 16 lenders led by CA CIB on the provision of a €1 billion syndicated loan facility to Groupe Auchan.
Tags: Gide Loyrette Nouel