Shell Midstream Partners Prices Largest MLP IPO in History

Shell Midstream Partners, L.P., a limited partnership formed by Royal Dutch Shell, announced the pricing of its initial public offering of 40,000,000 common units representing limited partner interests at $23.00 per common unit. The underwriters of the offering have a 30-day option to purchase up to an additional 6,000,000 common units from Shell Midstream Partners. The common units will begin trading on the New York Stock Exchange on October 29, 2014 under the ticker symbol “SHLX.”  The offering is expected to close on or about November 3, 2014, subject to customary closing conditions. More >>

Tags:  Houston

Willkie Assists Momentive Performance Materials in Successful Restructuring

Momentive Performance Materials, Inc. and its affiliates (“MPM”) successfully consummated its prenegotiated plan of reorganization and exited from bankruptcy just six months after its bankruptcy filing. Willkie led the complex representation of MPM, a maker of silicone and quartz products, and 11 of its affiliates in connection with their chapter 11 bankruptcy cases before the Honorable Robert D. Drain in the United States Bankruptcy Court for the Southern District of New York. Prior to its filing, Willkie led the negotiation and documentation of MPM’s prenegotiated plan of reorganization, which had the support of approximately 90% of its second lien noteholders. The restructuring resulted in the elimination of more than $3 billion of debt from MPM’s balance sheet. More >>

Tags:  Willkie Farr & Gallagher LLP | New York

Ingersoll Rand Completes $1.1 Billion Senior Notes Offering

Simpson Thatcher represented Ingersoll-Rand plc (NYSE: IR) in connection with a registered offering of $300 million aggregate principal amount of 2.625% Senior Notes due 2020, $500 million aggregate principal amount of 3.550% Senior Notes due 2024 and $300 million aggregate principal amount of 4.650% Senior Notes due 2044. The notes were issued by Ingersoll-Rand Luxembourg Finance S.A., and guaranteed by Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited. Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint lead bookrunning managers of the offering. More >>

Tags:  New York | Washington

Paul Hastings Represents Initial Purchasers in $5.1 Billion High Yield Bond Offering For Dynegy Inc.

Paul Hastings LLP, a leading global law firm, represented Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC as representatives of the initial purchasers in connection with the offering of $5.1 billion aggregate principal amount of notes issued in the form of units by Dynegy Finance I, Inc. and Dynegy Finance II, Inc., wholly owned subsidiaries of Dynegy Inc., a producer and distributer of electric energy, capacity and ancillary services in key U.S. markets. More >>

Tags:  Paul Hastings, LLP | New York

Cutrale Group and Safra Group’s $1.3 Billion Acquisition of Chiquita

On October 27, 2014, Chiquita Brands International Inc. (“Chiquita”) and the Cutrale Group and the Safra Group announced a definitive merger agreement under which Cutrale‑Safra has agreed to acquire all the outstanding common shares of Chiquita for $14.50 per share in cash, or a total value of approximately $1.3 billion, including the assumption of Chiquita’s net debt. Cravath represented the Cutrale Group and the Safra Group in this transaction, which has been unanimously approved by the Chiquita Board of Directors and is expected to close by the end of the year or early 2015, subject to the satisfaction of customary closing conditions and regulatory approvals. Upon closing of the transaction, Chiquita will become a wholly owned subsidiary of Cutrale‑Safra and remain incorporated in New Jersey. More >>

Tags:  New York

Dermira Prices its Initial Public Offering

Cooley advised the underwriters on Dermira, Inc.’s $125 million initial public offering. Dermira is a specialty biopharmaceutical company focused on bringing innovative and differentiated medical dermatology products to dermatologists and their patients. The company now trades on The NASDAQ Global Select Market under the symbol “DERM.”

Citigroup Global Markets Inc. and Leerink Partners LLC acted as joint book-running managers for the offering, and Guggenheim Securities, LLC and Needham & Company, LLC acted as co-managers for the offering. The underwriters have been granted a 30-day option to purchase up to 1,171,875 additional shares of common stock.

The Cooley corporate and securities team advising the underwriters was comprised of partners Drew Williamson, David Peinsipp and Charlie Kim, and associates Kristin VanderPas, Robert E. Jones and Eric Cheng.

Critical support was provided by partners Natasha Leskovsek and Wendy Goldstein, special counsel Phil Mitchell and associate Jennifer Shanley (health care and life sciences regulatory); partner Bill Christiansen (intellectual property); partner Renee Deming (compensation and benefits); and partner Susan Cooper Philpot (tax).

Tags:  San Francisco

Clyde & Co opens fourth Australian office in Brisbane

Clyde & Co’s Australian presence has grown with the opening today in Brisbane of a fourth Australian office, with the lateral hire of three partners from Australian firm Sparke Helmore. The firm is looking to hire a further 20 lawyers in Brisbane this year which will boost the firm’s staff in Australia to over 100.

The team comprising Matthew Pokarier, Jacinta Long and Maxine Tills will focus on all classes of insurance (particularly professional, directors and officers’, product and general liability) as well as commercial litigation – with significant experience across the insurance, accounting, financial services, engineering, construction and corporate sectors. More >>

Tags:  Clyde & Co LLP | Brisbane

Eversheds advises management of Paroc Group on €700 million sale

Law firm Eversheds has advised the management team of Paroc Group on its acquisition by CVC Capital Partners, for an Enterprise Value of approximately €700 million.

Headquartered in Helsinki, Paroc is the leading producer of stone wool insulation in the Nordic and Baltic regions, producing building insulation and technical insulation for the residential and commercial construction markets, as well as various industrial applications. The group has approximately 2,100 employees, a pan-European sales presence, supported by 9 production facilities in Finland, Sweden, Lithuania, Poland and Russia. More >>

Tags:  Eversheds Sutherland | Helsinki