Marisa D. Stavenas

Simpson Thacher represented J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Comerica Securities, Inc. and Zions Direct, Inc. as dealer managers and solicitation agents in connection with the exchange offer by Five Point Operating Company, LP and Five Point Capital Corp. to exchange any and all of their outstanding 7.875% Senior Notes due 2025 (the “2025 Notes”) for 10.500% Initial Rate Senior Notes due 2028 and cash and the solicitation of consents from Holders to effect certain proposed amendments to the 2025 Notes. The exchange offer settled on January 16, 2024.~~Five Point, headquartered in Irvine, California, designs and develops large mixed-use planned communities in Orange County, Los Angeles County, and San Francisco County that combine residential, commercial, retail, educational, and recreational elements with public amenities, including civic areas for parks and open space.~~The Simpson Thacher team for the transaction included Marisa Stavenas, John G. O’Connell, Matthew Petrone, Alex Michael and Jessica B. Ryan (Capital Markets); Michael E. Mann and Kris Liu (Tax); Marisa Geiger and Bobbie Burrows (Intellectual Property); Pasco Struhs (ECEB); Michael Isby (Environmental); Tim Gallagher (Real Estate); and Jennie Getsin (Blue Sky). Adriana Estor-Restrepo also provided valuable assistance.

Jan 23

1 min

Simpson Thacher represented the initial purchasers, led by J.P. Morgan Securities LLC and RBC Capital Markets, LLC, in connection with a Rule 144A/Regulation S offering by Empire Communities Corp. (“Empire”) of US$475 million aggregate principal amount of 9.75% Senior Notes due 2029 (“2029 Notes”), which were issued on April 29, 2024.~~Simpson Thacher also represented J.P. Morgan Securities LLC, as dealer manager, in connection with a concurrent any-and-all cash tender offer for Empire’s outstanding 7.00% senior notes due 2025 (the “Tender Offer”). Net proceeds of the 2029 Notes offering were used to pay a portion of the cash consideration for the Tender Offer.~~Empire is one of North America’s largest private homebuilders, with over 30 years of experience and operating history.~~The Simpson Thacher team included Marisa Stavenas, John O’Connell, Patrick Baron, Jieun Lim, Ziang Zhou, David Turitzin, Jack Ligon and Khalia Williams (Capital Markets); Michael Mann (Tax); Pasco Struhs (Executive Compensation and Employee Benefits); Noreen Lavan (Environmental); Timothy Gallagher (Real Estate); Kate Mirino and Chandler Gerard-Reimer (Intellectual Property); and Jennie Getsin (Blue Sky).

Apr 30

1 min

Simpson Thacher represented Hovnanian Enterprises, Inc. (“Hovnanian”), one of the nation’s largest homebuilders, in connection with its recent debt exchange transactions.~~As part of the debt exchange transactions, K. Hovnanian Enterprises, Inc., Hovnanian’s wholly owned subsidiary (“K. Hovnanian”), completed private exchanges (the “Exchange”) of (i) approximately $64.0 million aggregate principal amount of its 13.5% Senior Notes due 2026 and approximately $21.5 million in cash for approximately $42.5 million aggregate principal amount of additional Senior Secured 1.75 Lien Term Loans, (ii) approximately $65.2 million aggregate principal amount of its 5.0% Senior Notes due 2040 for approximately $31.4 million aggregate principal amount of additional Senior Secured 1.75 Lien Term Loans and (iii) approximately $39.6 million aggregate principal amount of its 5.0% Senior Unsecured Term Loans maturing in 2027 and approximately $10.0 million in cash for approximately $19.6 million aggregate principal amount of additional Senior Secured 1.75 Lien Term Loans.~~In connection with the Exchange, K. Hovnanian entered into the First Amendment to the credit agreement governing its Senior Secured 1.75 Lien Term Loans which, among other things, permits the issuance of the additional $93.5 million of Senior Secured 1.75 Lien Term Loans described above.~~The Simpson Thacher team included Marisa Stavenas, Tony Rim, Anna Jarman, Ziang Zhou and Sofia Elkina (Capital Markets); Bill Sheehan, Alexander Kleinhaus-Resisi and Elizabeth Greene (Banking and Credit); Jonathan Pall (Collateral); Courtney Welshimer (Intellectual Property); Jonathan Cantor and Matthew Lester (Tax); Krista McManus, Timothy Gallagher and Helene Snyder (Real Estate); and Jamin Koslowe (Executive Compensation and Employee Benefits).

May 23

1 min

Simpson Thacher represented Johnson Controls International plc (“Johnson Controls”) (NYSE:JCI) in connection with its cash tender offers to purchase up to $119 million aggregate principal amount of its 5.125% Senior Notes due 2045 (the “2045 Notes”) and 4.5% Senior Notes due 2047. The early settlement occurred on June 6, 2024 and the tender offers expired on June 18, 2024. Johnson Controls accepted for purchase $119 million aggregate principal amount of the 2045 Notes validly tendered.~~Johnson Controls is a global diversified technology and multi industrial leader serving a wide range of customers in more than 150 countries. Johnson Controls creates intelligent buildings, efficient energy solutions and integrated infrastructure that work seamlessly together to deliver on the promise of smart cities and communities.~~The Simpson Thacher team included Marisa Stavenas, Ignacio Perez and Emily Anne Owen (Capital Markets); and Jonathan Cantor and Jiha Min (Tax).

Jun 19

1 min

Simpson Thacher represented CWT Travel Holdings, Inc. (“CWT”) and its subsidiaries in a series of recapitalization transactions to strengthen and deleverage CWT’s balance sheet. The recapitalization included equitizing CWT’s senior notes and obtaining additional incremental liquidity in the form of a second lien term loan from certain stakeholders as well as amending the first lien credit facility.~~CWT is a global business travel and meetings solutions provider, with whom companies and governments partner to keep their people connected, in traditional business locations and some of the most remote and inaccessible parts of the globe. CWT provides its customers’ employees with innovative technology and an efficient, safe, and sustainable travel experience.~~The Simpson Thacher team included Roxane Reardon, Marisa Stavenas, Lia Toback, Adriana Estor-Restrepo and Albert Murzakhanov (Capital Markets); Justin Lungstrum, Rob Meyer, Sophie Skinner and Roey Vardi (Banking and Credit); Jonathan Goldstein, Bill Smolinski and Tova Pfeffer (Tax); and David Rubinsky, Laura Gallo and Allison Sutherland (ECEB).

Dec 20

1 min