Simpson Thacher & Bartlett LLP

Sandy Qusba, Head of the Firm’s Restructuring Practice, has been named among the “Outstanding Restructuring Lawyers” of 2024 by Turnarounds & Workouts. Read more: https://lnkd.in/eHXq5Agy

Simpson Thacher advised on five of the top ten largest private equity funds that closed in 2024. The top funds were featured in a recent Law360 article titled, “What 2024's Top PE Funds Say About Industry Right Now,” which highlighted the Firm’s involvement in several of the top fundraising matters, including EQT X that closed at €22 billion and was the largest fund of 2024. In the piece, Partners Jordan Cross and Barrie Covit discussed notable trends that emerged from this year’s largest private equity funds and expectations for 2025.   Read more: https://lnkd.in/ejT6ScfZ

Simpson Thacher recently represented iHeartMedia, Inc. in comprehensive strategic exchange offers and consent solicitations for the Company’s existing term loans, senior secured notes, and senior unsecured notes. Pursuant to the exchange transactions, approximately $4.8 billion (or 92.2%) of the aggregate principal amount of the Company’s existing debt was exchanged into new debt instruments with extended maturities. As a result of the exchange transactions, the maturities on the exchanged debt were extended by 3 years and the Company reduced the principal amount of its total debt by approximately $440 million. iHeartMedia, Inc. is the leading audio media company in America, with 90% of Americans listening to iHeart broadcast radio in every month. The Company continues to leverage its strong audience connection and unparalleled consumer reach to build new platforms, products and services. The Simpson Thacher team included Sandy Qusba, David Zylberberg, Soogy Lee, Ashley Gherlone, Zachary Weiner, Sean Lee and Patrick Murphy (Restructuring); Patrick Ryan, Brandan Still, Patrick Wolff, Kyle Nelson, Joel Kushner, Matthew Digirolamo and Colin Manchester (Banking & Credit); Marisa Stavenas, Jonathan Ozner, Jieun Lim, John Strubing, Kelly Johnson and Sophie Kim (Capital Markets); Jonathan Goldstein, Andrew Purcell and Andrew Mandelbaum, (Tax); Ravi Purushotham, Jonathan Schwartz, Amy Zhou and Justin Jang (M&A); and Ron Ben-Yehuda (IP).

The Firm recently represented NeueHealth, Inc. in connection with its entry into a definitive merger agreement pursuant to which NeueHealth will be acquired by an affiliate of New Enterprise Associates at an enterprise value of approximately $1.3 billion. Upon completion of the transaction, NeueHealth will operate as a privately held company. NeueHealth is a value-driven healthcare company grounded in the belief that all health consumers are entitled to high-quality, coordinated care. By uniquely aligning the interests of health consumers, providers, and payors, NeueHealth helps to make healthcare accessible and affordable to all populations across the ACA Marketplace, Medicare, and Medicaid. NeueHealth delivers high-quality clinical care to over 500,000 health consumers through owned clinics and unique partnerships with over 3,000 affiliated providers. It also provides independent providers and medical groups with performance-based arrangements through a suite of technology and services scaled centrally and deployed locally. The Simpson Thacher team for the transaction included Atif Azher, Kristin Rulison, Jacob Gindt, Jack Traylor, William Lyoo and Julia Gleason (M&A); Brian Steinhardt, Benjamin Persina and Mari Zaldivar (Credit); William Brentani and Jonathan Kachiu (Capital Markets); Russell Light, Sophie Staples and Lina Pan (Tax); Tristan Brown, Ryan Stott and Abigail Janik (ECEB); Karen Kazmerzak, Kelly Karapetyan and Allison Davido (Antitrust); and Lori Lesser and Ron Ben-Yehuda (IP).

Simpson Thacher recently represented Nomura International plc acting as sole international manager in connection with Synspective Inc.’s ¥10.2 billion (approximately US$65 million) initial public offering on the Tokyo Stock Exchange, including an offering to institutional investors outside Japan pursuant to Rule 144A and Regulation S. All of the shares in the international offering consisted of newly issued shares. Synspective Inc. is a private space company focusing on developing and operating small Synthetic Aperture Radar satellites based in Japan. The Simpson Thacher team included David Snowden, Xochitl Romo and Yuriko Miyasaka (Capital Markets); Michael Mann (Tax); and Jeanne Annarumma (Executive Compensation and Employee Benefits).

The Firm is representing El Puerto de Liverpool, S.A.B. de C.V. in its acquisition, together with certain members of the Nordstrom family, of all shares of Nordstrom, Inc. not already owned by the buying group in an all-cash transaction valued at approximately $6.25 billion on an enterprise basis. Under the terms of the merger agreement, Nordstrom stockholders will receive $24.25 per share in cash. Upon completion of the transaction, Liverpool will own 49.9% of Nordstrom’s capital stock and Nordstrom family members will own 50.1%. The transaction is expected to close in the first half of 2025, subject to regulatory and other closing conditions. Liverpool is a Mexican retailer with a leading presence in department stores and a robust e-commerce platform. Liverpool operates across Mexico with 310 stores under the Liverpool and Suburbia banners, 119 specialized boutiques, as well as 29 shopping centers. Liverpool is also one of the leading credit card issuers in the country, with more than 7.6 million credit card holders. For 176 years, Liverpool has offered a comprehensive selection of high-quality products and services—from the latest in fashion for the entire family to expert advice on interior design, food and beverages, housewares, technology, and much more. Nordstrom was founded in 1901 as a retail shoe business in Seattle, Washington, under the guiding principle that success would come by offering customers the very best service, selection, quality and value. Nordstrom serves its customers through more than 350 Nordstrom, Nordstrom Local and Nordstrom Rack locations and digitally through its Nordstrom and Rack apps and websites. The Simpson Thacher team includes Ben Schaye, Juan Francisco Mendez, Benjamin Bodurian, Enrique Güijosa and Jordon Pollard (M&A); Justin Lungstrum, Dennis Durkin, Jomar Vargas, Aaron Gurley and Jim Wheeler (Credit); Jeannine McSweeney, Scott Schilson and Warsame Elmi (Executive Compensation & Employee Benefits); Krista McManus, Richard Starik and Noam Zolty (Real Estate); Andrew Purcell, Adam Arikat and Emma Wang (Tax); Peter Guryan, Kelly Karapetyan and Daniel Owsley (Antitrust); George Wang , Daniel Levien, Jennifer Ho, Anais Bourbon and Cary Milanes (Compliance); Lori Lesser, Bobbie Burrows and Chandler Gerard-Reimer (Intellectual Property); Vanessa Burrows and Jacob Madden (Healthcare Privacy and Regulatory); Steve DeLott (Insurance); and James Rapp and Bettina Elstroth (Public Company Advisory).

In their column in the New York Law Journal, Litigation Partners William Russell and Linton Mann III analyzed the recent Court of Appeals decision in Wu v. Uber Technologies, Inc. The decision answered critical questions about notice, consent and fairness in the age of online contracting. By affirming the enforceability of Uber’s clickwrap agreement, the 5-2 majority applied traditional principles of notice and assent without granting exceptions for the challenges posed by web-based contracting or requiring a specific reference to the language change at issue in this litigation. Read more: https://lnkd.in/eAjrAVrE

Simpson Thacher is advising Stonepeak in connection with the acquisition of Forgital Group, a leading manufacturer of advanced forged and machine-finished components for aerospace and industrial end markets, from global investment firm Carlyle Group Inc. The transaction is expected to close in the second quarter of 2025 subject to the satisfaction of customary regulatory approvals. Forgital, founded in 1873, specializes in forged and laminated metallic rolled rings, with technologically advanced manufacturing capabilities across a broad portfolio of materials, including titanium, nickel-based alloys, aluminium, and steel. Forgital serves a diverse range of end markets, including aerospace, defence, space, power generation, and oil & gas, and offers vertical integration across the entire forged components value chain, from process engineering to assembly, final machining, and testing. Forgital has a global workforce with an operational footprint across Europe and North America spanning nine facilities in Italy, France, and the United States. The Simpson Thacher team includes Paul Foote, Eli Hunt, Gemma Cullen, Niccolò Calvi, Andrew Cho, John Saunders and Julia Conzen (U.K. Corporate); Ned Simpson (U.S. Corporate); Josh Buckland, Lina Kim and Jiaxin Li (Antitrust); Claire Williams and Jennifer Hall (Credit); Yash Rupal, Jonathan Goldstein and Tim Wells (Tax); Deborah Gruen (Funds); and Krista McManus (Real Estate). Simpson Thacher worked alongside Legance, a leading Italian law firm.

Sas Mehrara, Head of the Firm’s Real Estate Practice, was named among the honorees of Connect CRE’s 2024 “Lawyers in Real Estate Awards.” Sas was recognized in the “National” category for his work advising clients including Blackstone, Town Lane and Lindsay Goldberg, among others, in numerous commercial real estate acquisitions and dispositions, joint ventures and financings across the country. Read more: https://lnkd.in/eeFwg7eR

Abram Ellis, George Wang, Daniel Levien, Claire Cahoon and Sarah Wiik authored an article titled, “The Current State Of Play Around Corporate Transparency Act,” which was published by Law360. The article explored how the U.S. District Court for the Eastern District of Texas preliminarily enjoined, on a nationwide basis, the enforcement of the Corporate Transparency Act (CTA) and its implementing regulations.