http://www.davispolk.com/ en-us © 2011 Davis Polk & Wardwell LLP Wed, 19 Jun 2013 07:25:13 GMT Wed, 19 Jun 2013 07:25:13 GMT Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC as initial purchasers on a Rule 144A/Regulation S offering by Hot Topic, Inc. of $355 million aggregate principal amount of 9.25% senior secured notes due 2021. http://www.davispolk.com/news/detail.aspx?news=2321 News 514bc888-b3f4-4156-a87c-67a1542f1043 Wed, 12 Jun 2013 00:00:00 GMT Davis Polk is advising JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger under a $500 million superpriority debtor-in-possession credit facility to Exide Technologies and certain of its non-debtor subsidiaries, consisting of a $225 million first-out asset-based revolving credit facility and a $275 million second-out term loan, which are secured by collateral in the United States and 17 foreign jurisdictions. http://www.davispolk.com/news/detail.aspx?news=2299 News 30fb8d39-40ae-4266-aaeb-9582b75af81b Tue, 11 Jun 2013 00:00:00 GMT Davis Polk advised Credit Suisse AG, as administrative agent and collateral agent, and Credit Suisse Securities (USA) LLC, as sole bookrunner and sole lead arranger, in connection with a $145 million senior secured term loan credit facility for School Specialty, Inc. to finance the company’s emergence from bankruptcy protection. http://www.davispolk.com/news/detail.aspx?news=2300 News 65c9abff-1925-4ab0-98cf-958d4a1fc061 Tue, 11 Jun 2013 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC as representative of the several initial purchasers in connection with Century Aluminum Company’s offering of 7.5% senior secured notes due 2021 in the aggregate amount of $250 million and a concurrent cash tender offer by Century Aluminum for any and all of its 8% senior secured notes due 2014. http://www.davispolk.com/news/detail.aspx?news=2294 News 03df7f50-f430-43c0-940f-14fc9a117a85 Tue, 04 Jun 2013 00:00:00 GMT Davis Polk advised Delek Drilling LP and Avner Oil Exploration LP, gas subsidiaries of Delek Group, and related special-purpose vehicles in connection with limited recourse bridge loans totaling $300 million, extended by JPMorgan Chase Bank, N.A., as a lender and as administrative agent, Citibank, N.A. and HSBC Bank plc. http://www.davispolk.com/news/detail.aspx?news=2302 News c5d99f66-8ce2-4299-b37a-99206876a745 Wed, 29 May 2013 00:00:00 GMT Davis Polk advised Orbitz Worldwide, Inc. (Orbitz) in connection with a refinancing and repricing amendment in respect of the term loans under its existing credit facility. The refinancing and repricing amendment (a) increased the aggregate principal amount of Orbitz’s 6-year tranche C term loans from $300 million to $350 million, (b) reduced the aggregate principal amount of Orbitz’s 4½-year tranche B term loans to $100 million from $150 million and (c) reduced the interest rate margins and interest rate floor applicable to Orbitz’s tranche B and tranche C term loans. http://www.davispolk.com/news/detail.aspx?news=2304 News 56cf3acc-5045-4fc9-b249-9ab788bd9c2f Tue, 28 May 2013 00:00:00 GMT Davis Polk is advising Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC as joint lead arrangers and bookrunners in connection with approximately $1.8 billion of financing provided to Fidelity National Financial, Inc. for its acquisition, with Thomas H. Lee Partners L.P., of Lender Processing Services, Inc. http://www.davispolk.com/news/detail.aspx?news=2301 News 112e27f4-e68c-4427-873d-977df9feaa53 Tue, 28 May 2013 00:00:00 GMT Davis Polk is advising Morgan Stanley Senior Funding, Inc. as sole lead arranger and sole bookrunner in connection with a $1.075 billion senior unsecured bridge facility for TECO Energy, Inc. and TECO Finance, Inc. (collectively, the “Company”) in connection with the Company’s acquisition of New Mexico Gas Company, Inc. http://www.davispolk.com/news/detail.aspx?news=2303 News 76c3f465-8513-4cb1-b133-99c73f46556e Tue, 28 May 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2275 News 9a30ece0-719f-422c-8173-bb7da11e23ce Fri, 24 May 2013 00:00:00 GMT Davis Polk is advising Bank of America, N.A. as initial lender and administrative agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated as a joint lead arranger and joint book manager in connection with the $867,825,000 refinancing of the existing senior secured Term B loan facility for Tempur-Pedic International Inc., (Tempur). http://www.davispolk.com/news/detail.aspx?news=2305 News 8871fb8f-6100-4f3e-a35d-9b325c639000 Mon, 20 May 2013 00:00:00 GMT Davis Polk is advising CITIC Capital Partners in connection with the $890 million going-private acquisition of Nasdaq-listed AsiaInfo-Linkage, Inc. by a consortium led by CITIC Capital Partners and that includes Edward Tian, a co-founder and significant stockholder of AsiaInfo-Linkage. http://www.davispolk.com/news/detail.aspx?news=2233 News 75793b8f-c5db-42cc-84f4-91c08d8fe017 Mon, 13 May 2013 00:00:00 GMT Davis Polk is advising BofA Merrill Lynch as financial adviser to BMC Software, Inc. in connection with its approximately $6.9 billion acquisition by a private investor group led by Bain Capital and Golden Gate Capital together with GIC Special Investments Pte. Ltd. and Insight Venture Partners. http://www.davispolk.com/news/detail.aspx?news=2228 News de7a86e8-0eac-4c4a-b9e0-e8ee655eacfb Tue, 07 May 2013 00:00:00 GMT Davis Polk is advising GAIN Capital Holdings, Inc. in connection with its approximately $107 million acquisition of Global Futures & Forex, Ltd. http://www.davispolk.com/news/detail.aspx?news=2221 News 28eca294-125c-4cca-82bd-b64473164321 Thu, 25 Apr 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2218 News 841af062-e267-41aa-a8ed-a8ca3142102d Tue, 23 Apr 2013 00:00:00 GMT Davis Polk advised J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities LLC as joint lead arrangers, and JPMorgan Chase Bank, N.A. as administrative agent, in connection with the amendment and restatement of the term loan and revolving credit facilities provided to Fidelity National Information Services, Inc. (NYSE: FIS). http://www.davispolk.com/news/detail.aspx?news=2309 News 19d4c4ae-264d-4493-9222-4d5d96a587e2 Tue, 23 Apr 2013 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunners, and Credit Suisse AG as administrative agent and collateral agent in connection with a $700 million senior secured term loan and a $60 million senior secured revolving credit facility provided to Sprouts Farmers Markets Holdings, LLC (Sprouts). http://www.davispolk.com/news/detail.aspx?news=2308 News 0f48c0f8-26d0-4945-8180-4bccb904cba5 Tue, 23 Apr 2013 00:00:00 GMT Davis Polk advised Citigroup Global Markets Inc. as lead arranger of a $420 million senior secured term loan facility for Tower Automotive Holdings USA, LLC (Tower), the proceeds of which are being used to finance a tender offer by Tower for its outstanding senior secured notes and the subsequent redemption of the balance of the outstanding notes. http://www.davispolk.com/news/detail.aspx?news=2310 News 2b7094d9-3566-46f1-862d-4e9983482aec Tue, 23 Apr 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2217 News 8f41f85d-bb78-4fd9-83b6-a5774c05c387 Mon, 22 Apr 2013 00:00:00 GMT Davis Polk has served as lead counsel to Pinnacle Airlines Corp. and its subsidiaries throughout their approximately year-long chapter 11 proceedings. On April 17, 2013, Pinnacle Airlines’ Plan of Reorganization was confirmed by the Bankruptcy Court for the Southern District of New York. http://www.davispolk.com/news/detail.aspx?news=2204 News bcf34bc0-7352-4983-892f-384e218c518a Thu, 18 Apr 2013 00:00:00 GMT Davis Polk is advising Bank of America Merrill Lynch as financial adviser to National Financial Partners Corp. in connection with its approximately $1.3 billion acquisition by a controlled affiliate of Madison Dearborn Partners, LLC. http://www.davispolk.com/news/detail.aspx?news=2194 News 7f5a49c7-39d8-4667-b981-c45999a63a09 Mon, 15 Apr 2013 00:00:00 GMT Firms offering comprehensive financial services scored a significant victory on April 9, 2013, when Judge Robert Sweet of the United States District Court for the Southern District of New York dismissed Capmark Financial Group Inc.’s (“Capmark”) insider preference action against four lender affiliates of The Goldman Sachs Group, Inc. (“Goldman Sachs”), which arose out of Capmark’s 2009 bankruptcy. Davis Polk represented the Goldman Sachs lender affiliates and advanced the arguments adopted by Judge Sweet. The Court’s opinion rejected Capmark’s attempt to cast the lenders as “insiders” of Capmark based on an indirect equity interest in Capmark held by funds managed by affiliates of Goldman Sachs and Goldman Sachs’s service as an advisor to Capmark. In doing so, Judge Sweet reaffirmed that corporate veils separating a lender from an affiliated entity holding equity positions or serving as advisor to the debtor will not lightly be disregarded, and that participation in an arm’s-length transaction as an ordinary commercial lender will not give rise to insider status. Furthermore, Judge Sweet held that reorganized debtors are judicially estopped from making an about-face on key factual issues underlying relief secured in bankruptcy court. In sum, the Capmark decision should pose a substantial obstacle to claims alleging that a lender is an “insider” by virtue of affiliated entities’ contacts with a debtor in the absence of evidence that the lender actually used the affiliates’ contacts to influence the debtor’s decisions. /files/Publication/54716452-7e16-4962-99a8-7dc865b514ff/Presentation/PublicationAttachment/87291dac-f55c-4e98-8ccf-7f1fafa86bde/041513.capmark.pdf Publication 54716452-7e16-4962-99a8-7dc865b514ff Mon, 15 Apr 2013 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC as joint lead arranger and Credit Suisse AG as administrative agent in connection with a $500 million senior secured term loan provided to New HB Acquisition, LLC and New HB Acquisition (RE) LLC (collectively, the “Company”) in connection with the Company’s approximately $410 million acquisition of certain assets of Hostess Brands, Inc.’s cake business, including the Twinkies, Ho Hos, Ding Dongs and Donettes trademarks and other property. http://www.davispolk.com/news/detail.aspx?news=2205 News b77d918c-ff1b-41a8-b791-393f7d8f38f1 Tue, 09 Apr 2013 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC as joint lead arranger and Credit Suisse AG as administrative agent in connection with a $500 million senior secured term loan provided to New HB Acquisition, LLC and New HB Acquisition (RE) LLC (collectively, the “Company”) in connection with the Company’s approximately $410 million acquisition of certain assets of Hostess Brands, Inc.’s cake business, including the Twinkies, Ho Hos, Ding Dongs and Donettes trademarks and other property. http://www.davispolk.com/news/detail.aspx?news=2311 News f9ca4666-5593-47b8-9026-51648b919580 Tue, 09 Apr 2013 00:00:00 GMT Davis Polk advised JPMorgan Chase Bank, N.A. as administrative agent in connection with the refinancing of approximately $540 million of Rovi Corporation's senior secured term loan facilities. http://www.davispolk.com/news/detail.aspx?news=2207 News 727eca90-6e1a-4aa6-bbc9-40e255ec42d2 Tue, 09 Apr 2013 00:00:00 GMT Davis Polk advised Bank of America, N.A., Goldman Sachs Bank USA, Barclays Bank PLC, Wells Fargo Securities, LLC and Macquarie Capital (USA) Inc. as joint lead arrangers and joint bookrunners and Bank of America, N.A. as administrative agent, in connection with a $900 million senior secured term loan for Apria Healthcare Group Inc. (Apria). http://www.davispolk.com/news/detail.aspx?news=2208 News 2665ffe3-d431-49e0-ac0a-43f695953b8c Fri, 05 Apr 2013 00:00:00 GMT Davis Polk advised Masco Corporation, a Delaware corporation, and Masco Europe S.á r.l., a société à responsabilité limitée under the laws of the Grand Duchy of Luxembourg (collectively, “Masco”) in connection with the refinancing of Masco’s existing $1.25 billion revolving credit facility. http://www.davispolk.com/news/detail.aspx?news=2209 News 6a59f3d7-f0fb-4622-85bb-444450196b21 Fri, 29 Mar 2013 00:00:00 GMT Davis Polk advised Bank of America, N.A. as administrative agent in connection with a $975 million credit facility for MoneyGram International, Inc., comprising an $850 million term credit facility and a $125 million revolving credit facility. http://www.davispolk.com/news/detail.aspx?news=2210 News 415a66dd-e478-4707-a63f-46a5b28636ff Fri, 29 Mar 2013 00:00:00 GMT Davis Polk advised JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc in connection with amendments to and repricing of (i) NRUCFC’s existing $1.125 billion 3-year revolving credit facility agented by JPMorgan Chase Bank, N.A., (ii) its $1.006 billion 4-year revolving credit facility agented by The Royal Bank of Scotland plc and (iii) its $958 million 5-year revolving credit facility agented by JPMorgan Chase Bank, N.A. http://www.davispolk.com/news/detail.aspx?news=2190 News f1ff9c93-aaa4-4e3a-ad51-e277fab6486d Thu, 28 Mar 2013 00:00:00 GMT Davis Polk advised Comcast Corporation and NBCUniversal Media, LLC in connection with the cross-guarantee by Comcast and certain of its cable holding companies of NBCUniversal’s $11 billion of public debt securities and by NBCUniversal of Comcast’s and the cable guarantors’ $30 billion of public debt securities and Comcast’s $6.25 billion credit facility. http://www.davispolk.com/news/detail.aspx?news=2171 News c2aa1942-4f17-4b54-99c7-e2c93074e1b9 Wed, 27 Mar 2013 00:00:00 GMT Davis Polk advised Citicorp North America, Inc., as administrative agent, and Citigroup Global Markets Inc., as sole lead arranger and bookrunner, on a $200 million asset-based senior revolving debtor-in-possession credit facility (DIP Revolver) for Eastman Kodak Company (Kodak). http://www.davispolk.com/news/detail.aspx?news=2166 News 78cf34d2-6ef3-4a68-b5eb-054467f8805d Mon, 25 Mar 2013 00:00:00 GMT Davis Polk advised Orbitz Worldwide, Inc. (Orbitz) in connection with its new $515 million senior secured credit agreement consisting of four and one-half year tranche B term loans in an initial aggregate principal amount of $150 million, six year tranche C term loans in an initial aggregate principal amount of $300 million and a four and one-half year revolving credit facility in an initial aggregate principal amount of $65 million. http://www.davispolk.com/news/detail.aspx?news=2167 News 331a0960-3858-4ffa-a604-05cefa3a0285 Mon, 25 Mar 2013 00:00:00 GMT Davis Polk advised Credit Suisse AG, Credit Suisse Securities (USA) LLC and Bank of Montreal in connection with the $2 billion credit and bond financing provided to Apollo Management, L.P. in connection with its acquisition of McGraw-Hill Education. http://www.davispolk.com/news/detail.aspx?news=2156 News b8ac7173-f294-4c77-98ee-89d8ac6ff29c Fri, 22 Mar 2013 00:00:00 GMT Davis Polk advised Goldman Sachs Bank USA as lead arranger, bookrunner and syndication agent in connection with the refinancing of Hologic, Inc.’s existing tranche A term loan facility with $975 million in new tranche A term loans and its existing revolving credit facilities with $300 million in new revolving credit facilities, which, along with its existing $1.49 billion tranche B term loan facility, had been originally borrowed in August 2012 http://www.davispolk.com/news/detail.aspx?news=2168 News b333656e-3360-4f67-adbc-0005737edd74 Thu, 21 Mar 2013 00:00:00 GMT Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and bookrunner in connection with $1.77 billion of financing provided to Tempur-Pedic International Inc. for its acquisition of Sealy Corporation, which closed on March 18, 2013. http://www.davispolk.com/news/detail.aspx?news=2130 News c2db27a9-84cd-4a24-98a4-af35a3ee2269 Mon, 18 Mar 2013 00:00:00 GMT Davis Polk advised the initial purchasers represented by Goldman Sachs & Co. in connection with NANA Development Corporation’s $275 million debut offering of 9.500% senior secured notes due 2019, which were issued pursuant to Rule 144A and Regulation S under the Securities Act. http://www.davispolk.com/news/detail.aspx?news=2125 News e046fda4-e953-4152-b23e-2a48e312f968 Fri, 15 Mar 2013 00:00:00 GMT Davis Polk advised Freeport-McMoRan Copper & Gold Inc. (FCX) in connection with its $6.5 billion Rule 144A/Regulation S offering of senior notes, consisting of $1.5 billion aggregate principal amount of 2.375% senior notes due 2018, $1 billion aggregate principal amount of 3.1% senior notes due 2020, $2 billion aggregate principal amount of 3.875% senior notes due 2023 and $2 billion aggregate principal amount of 5.45% senior notes due 2043. http://www.davispolk.com/news/detail.aspx?news=2126 News f002c01c-cc14-4fd4-b986-2ad2b03206c9 Thu, 07 Mar 2013 00:00:00 GMT Davis Polk is advising Merrill Lynch, Pierce, Fenner & Smith Incorporated as the lead arranger and bookrunner in connection with $425 million of financing provided to Sycamore Partners for the proposed take-private LBO of Hot Topic, Inc. http://www.davispolk.com/news/detail.aspx?news=2211 News a715abb3-5768-4d92-98a5-4b7e24add9c0 Thu, 07 Mar 2013 00:00:00 GMT Davis Polk is advising Merrill Lynch, Pierce, Fenner & Smith Incorporated as the lead arranger and bookrunner in connection with $425 million of financing provided to Sycamore Partners for the proposed take-private LBO of Hot Topic, Inc. http://www.davispolk.com/news/detail.aspx?news=2169 News 4a4cd8df-3d6e-4a30-955f-040d96dd4f9c Thu, 07 Mar 2013 00:00:00 GMT Davis Polk advised Digicel Limited (Digicel) in connection with the offering by Digicel of an aggregate of $1 billion of Digicel's 6% senior notes due 2021 and a concurrent cash tender offer by Digicel for any and all of its 12% senior notes due 2014. http://www.davispolk.com/news/detail.aspx?news=2102 News 8d8abe03-1fff-4075-accd-0d794c91cec7 Tue, 05 Mar 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=452 Event 44f6a2f6-a822-42eb-b891-202320160398 Thu, 28 Feb 2013 12:00:00 GMT Davis Polk, together with Linklaters, represented the joint administrators of Lehman Brothers International (Europe) (“LBIE”) in connection with the litigation and settlement of $38 billion in claims between LBIE and Lehman Brothers Inc (“LBI”). http://www.davispolk.com/news/detail.aspx?news=2094 News 03f085d2-887a-4399-9e03-018013909c17 Tue, 26 Feb 2013 00:00:00 GMT Davis Polk is advising Crestview Partners on its $246 million acquisition of Victory Capital Management Inc. from KeyCorp. http://www.davispolk.com/news/detail.aspx?news=2080 News 5b30e134-c684-4424-bca4-dbdf9cfb0138 Thu, 21 Feb 2013 00:00:00 GMT Davis Polk advised Freeport-McMoRan Copper & Gold Inc. (FCX) in connection with a $4 billion five-year syndicated senior unsecured term loan and a $3 billion five-year syndicated senior unsecured revolving credit facility, in each case agented by JPMorgan Chase Bank, N.A. http://www.davispolk.com/news/detail.aspx?news=2170 News 0a99ec9a-205f-490e-b8ae-02a8362d5696 Tue, 19 Feb 2013 00:00:00 GMT Davis Polk advised Freeport-McMoRan Copper & Gold Inc. (FCX) in connection with a $4 billion five-year syndicated senior unsecured term loan and a $3 billion five-year syndicated senior unsecured revolving credit facility, in each case agented by JPMorgan Chase Bank, N.A. http://www.davispolk.com/news/detail.aspx?news=2212 News 9e299e49-388c-449e-90ac-4d5164bd5b11 Tue, 19 Feb 2013 00:00:00 GMT Davis Polk is advising Bank of America Merrill Lynch, as lead arranger and lead bookrunner of a $1.3 billion senior unsecured bridge facility for Cardinal Health, Inc. in connection with its proposed acquisition of AssuraMed, Inc. http://www.davispolk.com/news/detail.aspx?news=2074 News 3a338be5-3ba6-435f-94e7-33e6719cdfed Thu, 14 Feb 2013 00:00:00 GMT Davis Polk is advising H. J. Heinz Company on its $28 billion acquisition by an investment consortium comprised of Berkshire Hathaway and 3G Capital, the largest transaction ever in the food industry. http://www.davispolk.com/news/detail.aspx?news=2064 News 59ad356b-fd8f-422e-b4f9-1d48f9858c30 Thu, 14 Feb 2013 00:00:00 GMT Davis Polk is advising NBCUniversal Media, LLC in connection with its acquisition from LIN TV Corp. of LIN’s entire equity interest in the joint venture between NBCUniversal and LIN. http://www.davispolk.com/news/detail.aspx?news=2065 News 4e4a25dd-03b3-4419-ae29-1ed54df32635 Thu, 14 Feb 2013 00:00:00 GMT Davis Polk advised HII on its $65.3 million initial public offering of Class A common stock. The Class A common stock is listed on the Nasdaq Global Market under the symbol “HIIQ.” http://www.davispolk.com/news/detail.aspx?news=2059 News 90fc4f8b-7d8c-4315-aed1-0c4ba8f057f2 Wed, 13 Feb 2013 00:00:00 GMT Davis Polk is advising Comcast Corporation on its $16.7 billion acquisition of General Electric Company’s 49% common equity stake in the NBCUniversal Media, LLC joint venture. http://www.davispolk.com/news/detail.aspx?news=2046 News ab615a0b-1257-4ab0-8223-f513251694f9 Tue, 12 Feb 2013 00:00:00 GMT Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, and Bank of America, N.A., as administrative agent, in connection with $375 million of first-lien term loans for Blackboard Inc. http://www.davispolk.com/news/detail.aspx?news=2047 News fcaf0b56-a860-4856-bbf9-e7a4a20c1236 Thu, 07 Feb 2013 00:00:00 GMT Davis Polk is advising Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Macquarie Capital (USA) Inc., Nomura Securities International, Inc. and UBS Securities LLC as joint bookrunners and joint lead arrangers, and Credit Suisse AG as administrative agent, in connection with a $820 million incremental term loan credit facility for WMG Acquisition Corp., a subsidiary of Warner Music Group Corp., to finance the acquisition of the Parlophone Label Group from Universal Music Group, a subsidiary of Vivendi. http://www.davispolk.com/news/detail.aspx?news=2035 News f7dde9dd-8b76-44d9-868e-100dd626e131 Thu, 07 Feb 2013 00:00:00 GMT Davis Polk is advising J.P. Morgan Securities LLC as financial adviser to the special committee of independent directors of Dell Inc. in connection with its $24.4 billion acquisition by Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, and Silver Lake Partners. http://www.davispolk.com/news/detail.aspx?news=2031 News 324d9950-eb97-43c5-b351-176d5bbcc7cb Tue, 05 Feb 2013 00:00:00 GMT Davis Polk advised Morgan Stanley Senior Funding, Inc., J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Citigroup Global Markets Inc. as joint lead arrangers and joint bookrunners and JPMorgan Chase Bank, N.A., as administrative agent, in connection with a $700 million credit facility for DigitalGlobe, Inc. to finance DigitalGlobe’s acquisition of GeoEye, Inc. http://www.davispolk.com/news/detail.aspx?news=2049 News d1781896-a8e9-4406-907b-e94452de4f16 Thu, 31 Jan 2013 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint bookrunners, and Barclays Bank PLC and The Royal Bank of Scotland plc, as joint lead arrangers, in connection with an $825 million incremental term loan facility for Walter Investment Management Corp., pursuant to Walter Investment’s existing senior secured credit facility. http://www.davispolk.com/news/detail.aspx?news=2045 News 1a287f73-9e1f-4635-8bcb-f4c7702fa4e9 Thu, 31 Jan 2013 00:00:00 GMT Davis Polk advised Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman, Sachs & Co. as the joint book-runners on a $271 million SEC-registered offering of 44,166,666 shares of common stock of Molycorp, Inc. (Molycorp), of which 37,500,000 shares were offered and sold by Molycorp and 6,666,666 shares are being loaned by Molycorp to Morgan Stanley Capital Services LLC under a share lending agreement. http://www.davispolk.com/news/detail.aspx?news=2041 News 771c14b3-8ebd-4f2b-8ef1-ef96cb1f1fd0 Wed, 30 Jan 2013 00:00:00 GMT Davis Polk advised JPMorgan Chase Bank, N.A. as administrative agent and J.P. Morgan Securities LLC as joint lead arranger and bookrunner in connection with a $1.1 billion senior secured exit term loan facility for Tribune Company entered into pursuant to Tribune’s chapter 11 plan of reorganization. http://www.davispolk.com/news/detail.aspx?news=1998 News 2aa0e74b-2d0d-4609-8658-037eb9c07528 Mon, 31 Dec 2012 00:00:00 GMT Davis Polk advised JPMorgan Chase Bank, N.A., as administrative agent for the pre-petition senior lenders owed more than $8.5 billion (Senior Lenders) in the successful chapter 11 restructuring of the Tribune Company, which emerged from bankruptcy today. http://www.davispolk.com/news/detail.aspx?news=1997 News 477c5eaa-28ca-480b-bc84-01300fcf32d8 Mon, 31 Dec 2012 00:00:00 GMT Davis Polk advised Deutsche Bank Securities Inc., Jefferies & Company, Inc. and Macquarie Capital (USA) Inc., as initial purchasers, on a Rule 144A/Regulation S offering by Harbinger Group Inc. of $700 million aggregate principal amount of its 7.875% senior secured notes due 2019. http://www.davispolk.com/news/detail.aspx?news=1991 News 4744b9e6-2f70-4043-b53e-2b9a3034b3b9 Wed, 26 Dec 2012 00:00:00 GMT Davis Polk advised Bank of America, N.A. as administrative agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, Credit Suisse Securities (USA) LLC and UBS Securities LLC as joint lead arrangers and joint bookrunners in connection with a $385 million senior secured first-lien credit facility, consisting of a $310 million term loan and a $75 million revolving credit facility, and a $105 million senior secured second-lien term loan facility, to finance the leveraged buyout of Crossmark Holdings, Inc. (Crossmark) by WP Horizon Merger Sub LLC, a subsidiary of Warburg Pincus LLC (Warburg Pincus). http://www.davispolk.com/news/detail.aspx?news=1977 News 041c4e0e-bfdf-4c69-a3c8-22b45118f1dd Fri, 21 Dec 2012 00:00:00 GMT Davis Polk advised Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA as joint lead arrangers and Merrill Lynch, Pierce, Fenner & Smith Incorporated as arranger in connection with Riverbed Technology, Inc.’s new $575 million senior secured term loan facility. The facility was used by Riverbed to fund the acquisition of OPNET Technologies, Inc., which closed concurrently with the financing. http://www.davispolk.com/news/detail.aspx?news=1954 News 855953bc-5eb6-4057-9ea3-f1747e7e0e37 Tue, 18 Dec 2012 00:00:00 GMT Davis Polk advised MSCI Inc. in connection with a variable maturity, capped accelerated share repurchase transaction it entered into with Morgan Stanley & Co. LLC under which MSCI is repurchasing $100 million of its common stock. http://www.davispolk.com/news/detail.aspx?news=1958 News 79ca24f4-e8d1-43f4-89d4-fc3c725c0220 Fri, 14 Dec 2012 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC and BMO Capital Markets Corp. as joint lead arrangers and joint book runners in connection with a Rule 144A/Regulation S offering by Prince Mineral Holding Corp. of $285 million aggregate principal amount of its 11.5% first-lien senior secured notes due 2019 and a $50 million senior secured asset-based revolving credit facility, which was undrawn at closing. http://www.davispolk.com/news/detail.aspx?news=1960 News d97bf2aa-682f-4df6-a324-ffc211f4c18a Fri, 14 Dec 2012 00:00:00 GMT Davis Polk advised Barclays Bank PLC as administrative agent in connection with the $220 million amendment and restatement of Spansion LLC’s senior secured term loan facility and Morgan Stanley Senior Funding, Inc. as administrative agent in connection with a $50 million senior secured revolving credit facility for Spansion LLC. http://www.davispolk.com/news/detail.aspx?news=1981 News ff52e3de-0557-4433-b8ed-24755a020183 Thu, 13 Dec 2012 00:00:00 GMT Davis Polk advised Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Bank USA in connection with a new $500 million senior secured term loan facility for NXP B.V. http://www.davispolk.com/news/detail.aspx?news=1966 News 51c75ce9-5bba-4ef6-97ef-074f2935a0aa Wed, 12 Dec 2012 00:00:00 GMT Davis Polk advised Ingram Micro Inc. in connection with a designation of additional commitments under its revolving senior unsecured credit facility in an aggregate principal amount of $190 million, increasing total commitments under the facility to $940 million. http://www.davispolk.com/news/detail.aspx?news=1929 News d791b28c-9907-4c6c-b8ba-e7d1840c7786 Wed, 28 Nov 2012 00:00:00 GMT Davis Polk advised CSG Systems International, Inc. (CSG) in connection with its $250 million amended and restated senior secured revolving and term loan credit facility. http://www.davispolk.com/news/detail.aspx?news=1920 News eec563d5-77a7-435b-9b67-803149af4807 Mon, 19 Nov 2012 00:00:00 GMT Davis Polk is advising Chemtura Corporation in connection with the $200 million sale of its Antioxidant and UV Stabilizers business to an affiliate of SK Capital Partners. http://www.davispolk.com/news/detail.aspx?news=1916 News 18900ebf-63f6-49b0-9053-a5eeb4bd2885 Mon, 12 Nov 2012 00:00:00 GMT Davis Polk advised Goldman Sachs Lending Partners LLC as lead arranger and Bank of America, N.A. as administrative agent in connection with the redemption of McJunkin Red Man Corporation’s (MRMC) 9.5% senior secured notes due 2016 (the “Notes”) with a new $650 million senior secured term loan credit facility. http://www.davispolk.com/news/detail.aspx?news=1913 News 9d9e176d-c477-45e6-9f18-c0b9f080a06d Fri, 09 Nov 2012 00:00:00 GMT Davis Polk advised Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., Barclays Bank PLC, The Bank of Nova Scotia and Mitsubishi UFJ Financial Group, Inc., as joint lead arrangers in connection with the amendment and restatement of four revolving credit facilities in an aggregate amount of $4.2 billion for PPL Energy Supply, LLC, PPL Electric Utilities Corporation, Louisville Gas and Electric Company and Kentucky Utilities Company, each a member of the PPL Corporation family of companies. http://www.davispolk.com/news/detail.aspx?news=1908 News faba61de-33bd-4b1b-858c-9c3ed634fb51 Wed, 07 Nov 2012 00:00:00 GMT Davis Polk advised Ingram Micro Inc. and Ingram Funding Inc. in amending Ingram Micro’s revolving trade account receivable-backed financing program. http://www.davispolk.com/news/detail.aspx?news=1901 News 9e60ea86-4f27-42a9-b795-8f15db06468c Fri, 02 Nov 2012 00:00:00 GMT Davis Polk is advising Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA as lead arrangers in connection with a commitment to provide a $500 million senior secured facility for Riverbed Technology, Inc. http://www.davispolk.com/news/detail.aspx?news=1895 News c4100216-dfef-4a1a-96af-479a86271508 Tue, 30 Oct 2012 00:00:00 GMT Davis Polk advised UBS AG, Stamford Branch, as administrative agent and UBS Securities LLC, Morgan Stanley Senior Funding, Inc. and Goldman Sachs Lending Partners LLC, as lead arrangers in connection with a refinancing of Brand Energy and Infrastructure Services, Inc.’s (Brand) existing first-lien and second-lien senior secured credit facilities. http://www.davispolk.com/news/detail.aspx?news=1885 News 690f1cf5-121e-4862-8814-d01451a0af34 Tue, 23 Oct 2012 00:00:00 GMT Davis Polk advised JPMorgan Chase Bank, National Association as administrative agent, and J.P. Morgan Securities LLC as arranger of the financing in connection with Cencosud S.A.’s $2.5 billion acquisition of the Colombian operations of Carrefour S.A., the world’s second-largest retailer by sales. http://www.davispolk.com/news/detail.aspx?news=1883 News 3e1147df-5567-4beb-be7d-c28d967edc08 Fri, 19 Oct 2012 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC as joint book-running managers on an SEC-registered offering of $396.75 million aggregate principal amount of 1.75% convertible senior notes due 2032 of Stillwater Mining Company (which amount includes the full exercise of the over-allotment option). http://www.davispolk.com/news/detail.aspx?news=1882 News 55ff49fc-28fe-4cd4-bddb-c34b0762d0cf Wed, 17 Oct 2012 00:00:00 GMT Davis Polk advised Goldman Sachs Bank USA and UBS Securities LLC, as joint lead arrangers, and with Macquarie Capital (USA) Inc. and Nomura Securities International, Inc., as joint bookrunners, for $580 million of financing in connection with American Securities’ acquisition of HHI Intermediate Group Holdings, LLC. http://www.davispolk.com/news/detail.aspx?news=1872 News e980591c-a152-449a-a9b0-d011c2f2fbad Fri, 05 Oct 2012 00:00:00 GMT Davis Polk is advising DF Energy Acquisition LLC, as part of a consortium of investors, in connection with the acquisition of Louis Dreyfus Highbridge Energy, LLC (LDH Energy) from Louis Dreyfus Commodities BV and Highbridge Capital Management LLC. http://www.davispolk.com/news/detail.aspx?news=1869 News 24a3b1b2-6714-406e-a718-becb51acb26c Thu, 04 Oct 2012 00:00:00 GMT Davis Polk is advising Mitsubishi UFJ Lease & Finance Company Limited (MUL) in connection with its approximately ¥100 billion ($1.3 billion) acquisition of all of the equity of JSA International Holdings, L.P. (d/b/a Jackson Square Aviation) from a group of funds affiliated with Oaktree Capital Management, L.P. and certain management sellers. http://www.davispolk.com/news/detail.aspx?news=1868 News 6a10d771-4c4f-4157-9db6-bd9ee73189be Thu, 04 Oct 2012 00:00:00 GMT Davis Polk partner James Florack will be among the speakers at Practising Law Institute’s Corporate Counsel Institute 2012, which will be held on October 3, 2012, in New York and via live webcast. Florack’s panel, “Navigating the Impact of the European Sovereign Debt Crisis on Multinational Companies,” will discuss the latest developments in Europe and the outlook; legal implications of a single country withdrawal from the Euro vs. EU-wide termination of Euro currency; enforceability of existing contract terms in the context of potential changes; and proactive, protective steps to consider. http://www.davispolk.com/events/detail.aspx?event=372 Event f31c4c6c-3ed8-4c80-a4a5-08b0de646c89 Wed, 03 Oct 2012 12:00:00 GMT Davis Polk is advising Strategic Growth Bancorp in connection with its acquisition and recapitalization of Mile High Banks through a chapter 11 filing of its parent, Big Sandy Holding Company. http://www.davispolk.com/news/detail.aspx?news=1859 News 329ea8ab-f01e-43fa-b957-498ffe3ac858 Fri, 28 Sep 2012 00:00:00 GMT Davis Polk advised Citigroup Global Markets, Inc. and Barclays Capital as active joint lead arrangers in connection with a $1 billion 3.5-year unsecured revolving credit facility and a $1.5 billion 5-year unsecured revolving credit facility provided to DIRECTV Holdings LLC. http://www.davispolk.com/news/detail.aspx?news=1860 News 564b44ea-eb64-4a33-86e3-4abdf7c68664 Fri, 28 Sep 2012 00:00:00 GMT Davis Polk is advising Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and bookrunner in connection with $2.12 billion of financing provided to Tempur-Pedic International Inc. for its proposed acquisition of Sealy Corporation. http://www.davispolk.com/news/detail.aspx?news=1854 News ed2e69ed-4997-42aa-b48e-e1601fd61e70 Thu, 27 Sep 2012 00:00:00 GMT Davis Polk is advising Union Drilling, Inc. in connection with its acquisition by Sidewinder Drilling Inc., a company controlled by Avista Capital Partners. http://www.davispolk.com/news/detail.aspx?news=1849 News ef0f9430-ca76-4f33-91e8-9c699ac7b28e Tue, 25 Sep 2012 00:00:00 GMT Davis Polk advised Digicel Group Limited on a Rule 144A/Regulation S offering of $1.5 billion of 8.25% senior notes due 2020 and a concurrent cash tender offer by Digicel for any and all of its $415 million aggregate principal amount of outstanding 9.125% / 9.875% senior toggle notes due 2015 and $1 billion aggregate principal amount of outstanding 8.875% senior notes due 2015. http://www.davispolk.com/news/detail.aspx?news=1841 News e44a8066-c9f4-4813-87ed-6885537d8ca0 Wed, 19 Sep 2012 00:00:00 GMT The recently enacted Iran Threat Reduction and Syria Human Rights Act of 2012 (the “Act”) strengthens existing sanctions on Iran, especially those aimed at third-country nationals engaging in business with Iran, and includes measures relating to human rights abuses in Iran and Syria. The Act, signed into law on August 10, 2012, is primarily intended to compel Iran to abandon its pursuit of nuclear weapons and support for terrorism and terrorist regimes. The Act expresses Congress’s determination to drive U.S. policy towards ever stricter sanctions against Iran, apparently reasoning that U.S. allies and trading partners will generally conform to new U.S. restrictions rather than risk losing access to U.S. markets and financial services. The Act’s sanctions continue to focus on Iran’s petroleum and petrochemical industries, as the principal sources of Iran’s foreign exchange and, therefore, its ability to finance weapons proliferation, terrorism and human rights abuses. /files/Publication/3f518309-4693-4d18-b249-0071670c47df/Presentation/PublicationAttachment/909ac3e2-d352-402b-b3a5-00dac7c63bd5/091212_Sanctions_Iran_and_Syria.pdf Publication 3f518309-4693-4d18-b249-0071670c47df Wed, 12 Sep 2012 00:00:00 GMT Davis Polk is advising Daikin Industries, Ltd. in connection with its $3.7 billion acquisition of Goodman Global, Inc. from affiliates of Hellman & Friedman LLC. http://www.davispolk.com/news/detail.aspx?news=1819 News 62fb2b4c-e4a2-4c3e-8fcb-dc97086dabf0 Wed, 29 Aug 2012 00:00:00 GMT Davis Polk advised Morgan Stanley & Co. LLC as the sole book-runner on a $258 million SEC-registered offering of 25,800,000 shares of common stock of Molycorp, Inc. (Molycorp), of which 12,000,000 shares were offered and sold by Molycorp and 13,800,000 shares are being loaned by Molycorp to Morgan Stanley Capital Services LLC under a share lending agreement. http://www.davispolk.com/news/detail.aspx?news=1817 News 3be757b7-1f7f-4fdb-9930-2545ff297e41 Wed, 22 Aug 2012 00:00:00 GMT Davis Polk is advising Aetna Inc. on a $2 billion senior unsecured bridge loan facility in connection with its acquisition of Coventry Health Care, Inc. http://www.davispolk.com/news/detail.aspx?news=1814 News bdf268d2-5a1f-438f-b373-7b158549e9da Tue, 21 Aug 2012 00:00:00 GMT Davis Polk advised Warner Chilcott plc on its $1 billion leveraged recapitalization. http://www.davispolk.com/news/detail.aspx?news=1815 News 63d3161a-82e4-497d-9915-7cc42620533d Tue, 21 Aug 2012 00:00:00 GMT Davis Polk advised Bank of America, N.A. as administrative agent in connection with a $500 million 364-day revolving credit facility for Ecolab Inc. http://www.davispolk.com/news/detail.aspx?news=1806 News 4a055c1e-bae6-45a1-987f-053cd5b2b0f4 Wed, 15 Aug 2012 00:00:00 GMT Davis Polk advised Goldman Sachs Bank USA as lead arranger, bookrunner and syndication agent and Goldman, Sachs & Co. as sole book-running manager in connection with $3.8 billion of financing provided to Hologic, Inc. for its acquisition of Gen-Probe Incorporated. http://www.davispolk.com/news/detail.aspx?news=1785 News 743ef8d7-65ec-4440-86f0-d8417b57e5b1 Wed, 01 Aug 2012 00:00:00 GMT Davis Polk advised Archway Marketing Services and its majority shareholder Tailwind Capital on the sale of Archway to Investcorp for approximately $300 million. http://www.davispolk.com/news/detail.aspx?news=1781 News c170d8d2-455b-4330-9bea-d1ebbd53a6db Tue, 31 Jul 2012 00:00:00 GMT Davis Polk is advising Roper Industries, Inc. in connection with its $1.415 billion acquisition of Sunquest Information Systems, Inc. http://www.davispolk.com/news/detail.aspx?news=1780 News b21272b2-4af5-403e-b14d-53c01852af11 Mon, 30 Jul 2012 00:00:00 GMT Last week, the English High Court ruled that an “exit consent” used by Anglo Irish Bank to impose losses on subordinated bondholders was invalid under English law and violated the terms of the applicable trust deed. It is the first time that the legality of exit consents has been tested by an English court. Mr Justice Briggs considered the Delaware case of Katz v Oak Industries Inc, in which the use of an exit consent was upheld, but declined to follow that case. /files/Publication/e0253167-04c2-4de4-9277-00482144f453/Presentation/PublicationAttachment/70a00f8e-a9fc-4bec-a7f0-00334d6def0a/073012_Exit_Consents.pdf Publication e0253167-04c2-4de4-9277-00482144f453 Mon, 30 Jul 2012 00:00:00 GMT Davis Polk is advising Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangers and joint bookrunners for $1.2 billion of financing in connection with DigitalGlobe, Inc.’s acquisition of GeoEye, Inc. http://www.davispolk.com/news/detail.aspx?news=1777 News 4ee6010a-7391-4c08-a56c-3e89fb93d50f Fri, 27 Jul 2012 00:00:00 GMT On July 18, 2012, the Consumer Financial Protection Bureau (“CFPB”) announced its first public enforcement action. Citing deceptive tactics in the marketing of certain credit card “add-on” products, the CFPB fined Capital One Bank (U.S.A.), N.A. $25 million and ordered it to refund an additional $140 million, plus interest, to two million customers. Simultaneously with the announcement of the Capital One action, the CFPB issued a compliance bulletin advising institutions within its supervision of the CFPB’s expectations regarding the marketing of these and other similar consumer financial products. /files/Publication/8a782741-3876-4f90-9a09-d103ddf875c1/Presentation/PublicationAttachment/29d8fd80-4bef-4ea8-b9a2-d6c1abd9ea71/072312_CFPB_Announces_First.pdf Publication 8a782741-3876-4f90-9a09-d103ddf875c1 Mon, 23 Jul 2012 00:00:00 GMT Davis Polk advised Credit Suisse AG, as administrative agent, and Credit Suisse Securities (USA) LLC, as lead arranger, in connection with an amendment to Walter Investment Management Corp.’s existing first-lien senior secured credit facility, which amendment provided for an increase in the size of Walter Investment’s revolving credit facility from $45 million to $100 million. http://www.davispolk.com/news/detail.aspx?news=1763 News 5cac5925-6c19-45ac-aea5-27dbe2939313 Fri, 20 Jul 2012 00:00:00 GMT On July 18, 2012, several Davis Polk lawyers will present at “Recent Developments in U.S. Law,” a multi-day program being held by the Office of International and Non-J.D. Programs and Fordham Law's Corporate Law Center. Damian Schaible and Giorgio Bovenzi will present “Bankruptcy in the U.S.: 10 Things Every Lawyer Should Know,” Bovenzi and James McClammy will present “Cross-Border Insolvency and Chapter 15 of the United States Bankruptcy Code,” and Bovenzi and Jamila Diggs will present “Global Credit Risk Management.” http://www.davispolk.com/events/detail.aspx?event=361 Event b9c7548d-d555-4f97-ade1-230548b50573 Wed, 18 Jul 2012 12:00:00 GMT Davis Polk is advising NBCUniversal Media, LLC in connection with the $3.025 billion sale of its 15.8% stake in A&E Television Networks, LLC to A&E’s other owners, The Walt Disney Company and The Hearst Corporation. http://www.davispolk.com/news/detail.aspx?news=1757 News 54ddfee7-22fa-4f68-859e-3841f8ea8383 Wed, 11 Jul 2012 00:00:00 GMT Davis Polk is advising Patriot Coal Corporation in connection with its reorganization under Chapter 11 of the Bankruptcy Code and the related $802 million in debtor-in-possession (DIP) financing. http://www.davispolk.com/news/detail.aspx?news=1755 News ecfc5320-9425-4297-ab54-37794b3c6929 Wed, 11 Jul 2012 00:00:00 GMT On July 6, the Basel Committee on Banking Supervision and the International Organization of Securities Commissions released a consultation paper on margin requirements for uncleared derivatives. In response, the CFTC reopened the comment period for its proposed rule on margin requirements for uncleared swaps until September 14, 2012. This newsflash describes the BCBS/IOSCO consultation paper and points out similarities to and differences from the U.S. regulators' proposed margin rules for uncleared swaps under Dodd-Frank. /files/Publication/2030c899-5f44-4c78-b700-d21d94e6c8f8/Presentation/PublicationAttachment/b1018b3a-e0c9-4d01-b79d-d637cce4d23d/071012_Basel_Committee.pdf Publication 2030c899-5f44-4c78-b700-d21d94e6c8f8 Tue, 10 Jul 2012 00:00:00 GMT