Global law firm Proskauer served as counsel to American Realty Capital Properties, Inc. (“ARCP”) in its underwritten public offering of $300.0 million of ARCP’s 3.00% Convertible Senior Notes due 2018 (“Notes”). The Notes are unsecured and include “Instrument X,” which means ARCP can choose to deliver, at its election, cash, shares of its common stock or a combination of cash and shares of its common stock to holders when they convert their Notes. The transaction closed on July 29, 2013. As a result of the offering, ARCP received $290.25 million in net proceeds from the offering and intends to use the net proceeds of the offering (a) to repay outstanding indebtedness under its existing senior secured credit facility (which will increase the availability of funds under such credit facility) and (b) for other general corporate purposes which includes investing in properties in accordance with its investment objectives. Additionally, the representatives for the underwriters delivered notice to ARCP on July 29, 2013 electing to partially exercise their over-allotment option to purchase $10.0 million of additional Notes, which is expected to close on or about August 1, 2013.

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Cravath represented the underwriters, led by J.P. Morgan Securities and BofA Merrill Lynch, in connection with the US$611 million registered offering of 34,400,000 shares of class A common stock of The WhiteWave Foods Company, a leading consumer packaged food and beverage company. Immediately prior to this offering, Dean Foods Company completed a debt‑for‑equity exchange in which Dean Foods exchanged all the shares to be sold in the offering for indebtedness of Dean Foods held by J.P. Morgan Securities and BofA Merrill Lynch. J.P. Morgan Securities and BofA Merrill Lynch then sold all the shares to the underwriters for the offering.

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The Firm represented The Travelers Companies, Inc. in connection with the registered offering of $500 million in aggregate principal amount of 4.60% Senior Notes due 2043.

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Simpson Thacher recently represented MultiPlan in connection with a 144A/Regulation S high yield offering of $750 million aggregate principal amount of Senior PIK Toggle Notes due 2018 by MPH Intermediate Holding Company 2, an indirect parent company of MultiPlan, Inc., and MultiPlan, Inc.’s amendment to its existing credit agreement providing for, among other things, $100 million of incremental term loans.  MultiPlan used the net proceeds from the notes offering, along with the incremental term loan borrowings and cash on hand, to distribute approximately $838 million to a parent entity, MPH Intermediate Holding Company 1, which is indirectly controlled by affiliates of Silver Lake Group, L.L.C. and BC Partners, Inc.

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Hawkins Parnell Thackston & Young LLP (HPTY) is pleased to announce that Edward P. Abbot, Mark D. Debrowski, Sara Murphy, Alfred J. Sargente, and Roy F. Viola, Jr., all formerly of Smith Abbot LLP, have joined HPTY as of August 1, 2013.

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International law firm McDermott Will & Emery LLP represented Silver Eagle Acquisition Corp. (Nasdaq: EAGLU), a special purpose acquisition company (SPAC), in its initial public offering of 32,500,000 units, which closed on July 30, 2013. The units were sold at an offering price of $10.00 per unit for gross proceeds of approximately $325 million. This is the largest amount raised in an IPO by a U.S. SPAC in over seven years. Deutsche Bank Securities Inc. acted as the sole book running manager and representative of the underwriters of the offering.

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A Weil team led by Corporate Chairman Michael Aiello is advising Health Management Associates, Inc. (HMA), which owns 71 hospitals in 15 states, in its $7.6 billion sale (including assumption of debt) to Community Health Systems, Inc. (CHS), one of the largest publicly traded hospital companies in the US. The transaction is expected to close by the end of the first quarter of 2014 and is subject to customary closing conditions, including regulatory approval and HMA stockholder approval.

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The New York office of global law firm K&L Gates LLP has added James P. Duffy IV as a partner in the international arbitration practice. He joins K&L Gates from DLA Piper.

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The Firm represented JPMorgan Chase & Co. in connection with a public offering of 1,500,000 Depositary Shares, equivalent to $1.5 billion in aggregate amount, each Depositary Share representing a 1/10^th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, of JPMorgan Chase & Co. The offering closed on July 29, 2013.

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The firm is representing Kinetic Concepts, Inc. (“KCI”), a portfolio company of Apax Partners, Canada Pension Plan Investment Board and Public Service Pension Plan of Canada, in its acquisition of the wound care business of Systagenix Wound Management Mezz B.V. (“Systagenix”) from One Equity Partners LLC for approximately $485 million in cash on a debt free basis.  The transaction, which is subject to customary closing conditions, including regulatory approvals, is expected to close in the fourth quarter of 2013.

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