Willkie Represents Insight Venture Partners in Closing of $2.57 Billion Fund

On May 29 Willkie client Insight Venture Partners announced the closing of Insight Venture Partners VIII, a $2.57 billion private equity fund. Like its seven predecessor funds, Insight will invest Fund VIII in the technology sector, including global software, e-Commerce, internet and data-services businesses. Investments will be made in growth stage and more mature companies as minority or control transactions. The new fund, which is Insight’s largest, will further Insight’s existing strategy of assisting portfolio companies to achieve their long-term operational and financial goals. It will have the flexibility to invest in opportunities worldwide any amount up to approximately $300 million of equity per transaction. Since its founding in 1995, New York-based Insight has raised more than $7.6 billion and made more than 190 investments worldwide. Willkie has represented Insight in a host of transactions including most recently the $6.9 billion consortium acquisition of BMC Software.

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Tags:  Willkie Farr & Gallagher LLP | New York

Simpson Thacher Represents Blackstone Mortgage Trust in $660 Million Common Stock Offering

The Firm recently represented Blackstone Mortgage Trust, Inc. in connection with its public offering of 25,875,000 shares of class A common stock, inclusive of the shares sold pursuant to the underwriters’ full exercise of their over-allotment option, at a public offering price of $25.50 per share, or $660 million in the aggregate. Immediately following the offering, Blackstone Mortgage Trust had approximately 28.8 million shares of class A common stock outstanding. Blackstone Mortgage Trust intends to use the proceeds from the offering to originate and purchase loans through its recently commenced senior mortgage lending program and for working capital and general corporate purposes.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Simpson Thacher Represents HCA Inc. in $5.1 Billion Refinancing of its Term Loans under its Senior Secured Cash Flow Credit Facility

Simpson Thacher recently represented HCA Inc. in three refinancings of its $13.55 billion/€1.0 billion senior secured cash flow credit facility, enabling HCA to obtain lower pricing on its term loans. To effect the first transaction, HCA Inc. entered into a Joinder Agreement on April 25, 2013 pursuant to which a new, $2.374 billion tranche of B-4 term loans was established to replace HCA’s tranche B-3 term loans. Subsequently, on May 3, 2013, HCA entered a second Joinder Agreement by which $2.00 billion of new tranche B-5 term loans were created to pay down HCA’s tranche B-2 term loans. Finally, on May 22, 2013, HCA entered a third Joinder Agreement, establishing $726 million of new tranche A-4 term loans to pay down its tranche A-3 term loans.

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Tags:  Simpson Thacher & Bartlett LLP | New York

Proskauer – American Realty Capital Properties to Acquire CapLease Inc. in $2.2 Billion Transaction

American Realty Capital Properties, Inc. (“ARCP”) announced a definitive merger agreement to acquire all of the outstanding shares of CapLease, Inc, in a $2.2 billion transaction that will create the country’s third largest net lease real estate investment trust (REIT) with an enterprise value of $6 billion. Proskauer served as counsel to ARCP. The deal is expected to close in the third quarter of 2013, subject to certain closing conditions, including the approval of CapLease’s stockholders.

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Tags:  Proskauer Rose LLP | New York

Cravath – Lender Processing Services’s Acquisition by Fidelity National Financial

On May 28, 2013, Fidelity National Financial, Inc. (“FNF”), a leading provider of title insurance, mortgage services and diversified services, and Lender Processing Services, Inc. (“LPS”), a leading provider of integrated technology, services, data and analytics to the mortgage and real estate industries, announced the signing of a definitive agreement under which FNF will acquire all of the common stock of LPS for $33.25 per common share, for a total equity value of approximately $2.9 billion. Under the terms of the definitive agreement, FNF will pay 50% of the consideration for the LPS shares of common stock in cash and 50% in shares of FNF common stock, subject to adjustment. Cravath represented LPS in connection with this transaction.

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Tags:  Cravath, Swaine & Moore LLP | New York

Cooley Bolsters Fund Formation Group; Expands National Tax Practice

Cooley LLP announced today that Jeremy Naylor has joined the firm’s New York office as a partner in the Tax practice. Naylor joins Cooley from White & Case where he specialized in the representation of private equity, real estate, venture capital and hedge fund sponsors in connection with the tax aspects of structuring investment funds. At Cooley, Naylor will work extremely closely with the firm’s leading Venture Capital group.

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Davis Polk Advises AstraZeneca on Its Acquisition of Omthera Pharmaceuticals

Davis Polk is advising AstraZeneca PLC in connection with its acquisition of Omthera Pharmaceuticals, Inc. The closing of the transaction, which is subject to the approval of Omthera’s shareholders as well as other customary closing conditions, is expected to occur in the third quarter of 2013. Under the terms of the merger agreement, AstraZeneca will acquire Omthera for up to approximately $443 million, comprised of an upfront payment of approximately $323 million and contractual “contingent value rights” entitling the holders to receive up to $120 million upon the achievement of specified milestones related to Epanova™, Omthera’s investigational product.

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Tags:  Davis Polk & Wardwell LLP | New York

Davis Polk – Fidelity National Financial Acquires Lender Processing Services

Davis Polk is advising Bank of America Merrill Lynch and J.P. Morgan Securities LLC as financial advisers to Fidelity National Financial, Inc. in connection with its $2.9 billion acquisition of Lender Processing Services, Inc. The transaction, which is subject to approval by LPS and FNF stockholders and other customary closing conditions, is expected to close in the fourth quarter of 2013.

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Tags:  Davis Polk & Wardwell LLP | New York