Shearman & Sterling Advises on US$1.95 Billion Banco BTG Pactual IPO

Shearman & Sterling represented the syndicate of banks underwriting the 3.66 billion reais (US$1.95 billion) initial public offering of equity securities by Banco BTG Pactual, the Brazilian investment bank. The offering was the biggest initial public offering for an investment bank in two years and one of the largest IPO’s globally in 2012, as well as the largest Brazilian financial institution IPO since the 2009 IPO of Banco Santander (Brasil), to which Shearman & Sterling also served as underwriters’ counsel.

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Davis Polk – Hologic, Inc. $3.8 Billion Leveraged Acquisition Financing

Davis Polk is advising Goldman Sachs Bank USA as lead arranger, bookrunner and syndication agent for $3.8 billion of financing in connection with Hologic’s acquisition of Gen-Probe Incorporated. The financing consists of $3 billion senior secured term loan facilities, a $300 million revolving facility and a $500 million senior unsecured bridge facility.

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Tags:  Davis Polk & Wardwell LLP | New York

Goodwin Expands Private Equity Practice With Addition of Ilan S. Nissan and Christian C. Nugent in New York

Goodwin Procter, a national Am Law 50 firm, today announced that Ilan S. Nissan and Christian C. Nugent have joined the firm’s Private Equity Practice as partners in its New York office.  They will focus on advising private equity funds, hedge funds, alternative asset managers and their portfolio companies on a wide variety of transactions, including leveraged buyouts, recapitalizations, growth equity financings, strategic investments, restructurings and dispositions.

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Sullivan & Worcester LLP Adds Experienced Trial Lawyer Focusing on Technology and Privacy Disputes to New York Office

Sullivan & Worcester LLP is pleased to announce that Gerry Silver has joined the Litigation Group as a partner in the New York office. Mr. Silver’s deep experience in software, privacy, cloud computing, internet and IT outsourcing disputes will augment the firm’s significant financial services-related litigation capabilities.

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Simpson Thacher Obtains Second Circuit Affirmance of Class Certification Denial in $3.5 Billion Residential Mortgage-Backed Securities Lawsuit

On April 30, 2012, the United States Court of Appeals for the Second Circuit affirmed the denial of class certification to holders of more than $3.5 billion of residential mortgage-backed securities (“RMBS”) that asserted claims under Sections 11, 12 and 15 of the federal Securities Act of 1933 against Simpson Thacher client The Royal Bank of Scotland Group and related entities (“RBS”).  The action alleges that RBS as sponsor, issuer and underwriter of certain RMBS, made material misstatements and omissions in the RMBS offering documents concerning the underwriting standards mortgage lenders applied to the loans backing the RMBS at issue.  Judge Harold  Baer, Jr. of the United States District Court for the Southern District of New York denied class certification, finding that the class was comprised of large, sophisticated investors that had their own contacts and knowledge of mortgage origination practices, so that individual issues related to each investor’s knowledge of the alleged misstatements (a defense under the Securities Act of 1933) would predominate over issues common to the putative class.  The decision is, to date, the only defeat of plaintiffs’ efforts to certify classes in various RMBS litigation, and the appeal (granted on an interlocutory basis) was closely watched.  In affirming the lower court’s decision that plaintiffs failed to show predominance, the Second Circuit ruled that the evidentiary record supported Judge Baer’s determination that knowledge-based inquiries of each class member might be necessary and that the proposed class was not cohesive because it included investors who purchased after the alleged misstatements came to light.

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Tags:  Simpson Thacher & Bartlett LLP | New York