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 YorkDermira 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
Platform Specialty to Acquire Permira-Backed Arysta
Skadden is advising the Permira funds in connection with Platform Specialty Products Corporation’s $3.51 billion acquisition of Arysta LifeScience Limited from a company backed by the Permira funds. The transaction was announced October 20.
Tags: Skadden, Arps, Slate, Meagher & Flom LLP | Dublin
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
Goodwin Represents AeroCare in Merger with MergeWorthRx
Goodwin Procter recently advised AeroCare Holdings Inc. in its announced all-stock merger with MergeWorthRx Corp. According to the terms of the agreement, AeroCare will become a public company upon completion of the transaction and its existing stockholders will own 53% of the post-merger company. The deal is expected to close in the fourth quarter of 2014. Additional information can be found in the MergeWorthRx press release. More >>
Tags: Goodwin Procter LLP | Boston | New York
McGuireWoods Advises Tesoro Logistics in $2.5 Billion Acquisition of QEP Resources’ Midstream Business
McGuireWoods lawyers from the firm’s Houston and Chicago offices advised Tesoro Logistics LP in its $2.5 billion acquisition of QEP Resources Inc.’s natural gas pipeline and processing business, the latest in a series of major asset acquisitions McGuireWoods has negotiated for the Fortune 100 energy company.
Tesoro Logistics is an affiliate Tesoro Corp., which operates six petroleum refineries in the western United States with a combined capacity of more than 850,000 barrels per day. Its acquisition of QEP Field Services includes strategically located, high-quality natural gas pipelines and processing facilities in the Rockies, the Uinta Basin and North Dakota. The acquisition of QEP Field Services will enable Tesoro Logistics to offer integrated crude oil and natural gas services throughout its geographic footprint. The transaction is expected to close in the fourth quarter of 2014 and is subject to regulatory approval. More >>
Tags: McGuireWoods LLP | Chicago | Houston
Baker Botts Represents Williams Partners (WPZ) in $50 Billion Merger with Access Midstream Partners (ACMP)
Earlier today, The Williams Companies, Inc. (NYSE: WMB), Williams Partners L.P. (NYSE: WPZ) and Access Midstream Partners, L.P. (NYSE: ACMP) announced that Williams Partners and Access Midstream Partners have entered into a merger agreement to combine the two master limited partnerships in a transaction valued at approximately $50 billion. The merger would create a premier large-cap MLP with expected 2015 adjusted EBITDA of approximately $5 billion and expected 10% to 12% annual distribution growth through the 2017 guidance period. More >>
Tags: Baker Botts L.L.P. | Houston
Simpson Thacher Represents Underwriters in $500 Million Debt Offering by Wal-Mart
The Firm recently represented Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and other underwriters in connection with a $500 million offering of debt securities by Wal-Mart Stores, Inc. The offering closed on October 22, 2014. More >>
Tags: Simpson Thacher & Bartlett LLP | New York
Hogan Lovells Advises Luc Besson’s EuropaCorp on $600M Credit Facility
Hogan Lovells advised EuropaCorp, the French mini-major co-founded by Luc Besson, on its US$600 million credit facilities. More >>
Tags: Hogan Lovells | Los Angeles