Kyle P. Nelson

Simpson Thacher is advising MITER Brands (“MITER”) in its financing for its proposed acquisition of PGT Innovations, Inc. (“PGT Innovations”) at a price of $42.00 per share in cash, for an enterprise value of $3.1 billion. MITER intends to fund the merger consideration with proceeds from new debt and equity financing. MITER has received $1.8 billion in commitments under a senior secured term loan facility and $325 million in commitments under a senior secured asset-based revolving credit facility. The transaction is currently anticipated to close in the middle of 2024, subject to approval by PGT Innovations’ shareholders, as well as the receipt of required regulatory approvals and satisfaction of other customary closing conditions.~~MITER is a leading residential window and door manufacturer that produces a portfolio of window and door brands for new construction and replacement segments and a nationwide supplier of precision-built and energy-efficient products with more than 10 manufacturing facilities throughout the United States.~~PGT Innovations manufactures and supplies premium windows, doors, and garage doors. Through its brands, PGT Innovations is also the nation’s largest manufacturer of impact-resistant windows and doors and holds the leadership position in its primary market.~~The Simpson Thacher team includes Jen Hobbs, Brian Steinhardt, Kyle Nelson and Sophie Skinner (Banking and Credit) and Hui Lin (Capital Markets).

Jan 18

1 min

The Firm represented Wand NewCo 3, Inc. (“Caliber Collision”) in connection with its Rule 144A and Regulation S offering of $1.25 billion aggregate principal amount of 7.625% Senior Secured Notes due 2032 (the “Notes”).~~In addition, the Firm represented Caliber Collision in connection with a restatement agreement to its first lien senior secured credit agreement, which provides for (i) a new first lien term loan facility in an original aggregate principal amount of $2,725.0 million and (ii) a new first lien revolving credit facility in an aggregate principal amount of $625.0 million (collectively, the “New Senior Secured Credit Facilities”).~~Caliber Collision intends to use to use the net proceeds of the Notes offering, together with borrowings under the New Senior Secured Credit Facilities, to (i) refinance its existing first lien term loan and the senior secured first lien notes and to refinance the second lien term loan (including the payment of any accrued and unpaid interest, fees, expenses and premiums in connection with such refinancing), (ii) fund distributions to its parent entity in an aggregate amount of up to $1,213.0 million, which parent entity will in turn use to make distributions to its equityholders, and (iii) pay fees and expenses related to the Notes offering and the New Senior Secured Credit Facilities.~~Caliber Collision is the largest provider of automobile collision repair services in the United States and specializes in providing industry leading customer service for consumers and integrated physical damage claim solutions to the insurance community. Caliber is consistently ranked among the highest customer satisfaction scores in the industry and backs all repair work with a written, lifetime warranty available at any of its repair centers.~~The Simpson Thacher team included William Brentani, Hui Lin, Karen Reyes, Jonathan Kachiu, William Perrone, Laura Yang and Sarika Pandrangi (Capital Markets); Brian Steinhardt, Dorothy Hector, Kyle Nelson, Taylor Nefussy and Ashley Jaramillo (Credit); Jon Pall (Collateral); Courtney Welshimer (Intellectual Property); and Jonathan Cantor and Michael Stephenson (Tax).

Jan 31

1 min

Simpson Thacher represented Mozart Holdings, LP (“Medline”) in connection with a Rule 144A/Regulation S offering of $1 billion aggregate principal amount of 6.250% Senior Secured Notes due 2029 (the “Notes”) by certain of Medline’s subsidiaries.~~In addition, the Firm represented Medline in connection with an amendment to its existing credit agreement, which provided for the incurrence of new senior secured term loans in an aggregate principal amount of $6,142.8 million.~~Medline used the net proceeds of the Notes offering, together with cash on hand, to refinance all of the outstanding senior secured term loans under its existing credit agreement and to pay fees and expenses related to the offering and the new senior secured term loans.~~Medline is one of the nation’s largest suppliers of medical-surgical products to healthcare providers across the continuum of care.~~The Simpson Thacher team for the transaction included Jonathan Ozner, Benjamin Heriaud, Ben Pittenger and Ryan Brown (Capital Markets); Brian Gluck, Adam Moss, Kyle Nelson and Roey Vardi (Banking and Credit); Jon Pall (Collateral); Courtney Welshimer and Rachelle Broida (Intellectual Property); Vanessa Burrows and Nawa Lodin (Healthcare); Michael Mann and Eli Shalam (Tax); Ari Goldman, Erik Quarfordt and Alexa Effron (Real Estate); and Gary Tashjian and Guanxiong Xu (Executive Compensation and Employee Benefits).

Mar 29

1 min

Simpson Thacher represented Centerbridge Partners, L.P. (“Centerbridge”) in connection with the establishment of a joint venture backed by Centerbridge-affiliated funds and global institutional investors to acquire over $1.25 billion in new marinas across the United States, with Suntex Marina Investors LLC (“Suntex”) also contributing funds and managing the marinas in exchange for a fee. Simpson Thacher previously represented Centerbridge in connection with the recapitalization of Suntex in 2021. In conjunction with the deal, the joint venture has closed on an up to $600 million revolving credit facility led by Wells Fargo Bank.~~Suntex engages in the ownership and management of marina properties. The executive officers at Suntex have over 100 years combined experience investing in, acquiring and managing marinas. Suntex prides itself on a growing reputation in the marina industry for its commitment to superior customer service, experienced marina managers and staff, conscious contributions to marina communities and expansive enthusiasm for creating memorable experiences on the water.~~The Simpson Thacher team includes Benjamin Schaye and David Goodman (M&A); Jonathan Karen, Linda Tieh, Jeannette Figg, Lawton Salley, Emma Snover and Rebecca Wang (Funds); Greg Ressa and Danielle Jackson (Real Estate); Marcy Geller, Caroline Phillips and Michael Slomovics (Tax); Brian Steinhardt, Kyle Nelson and Emma Li (Credit); and Kate Mirino (Intellectual Property).

Sep 4

1 min

Simpson Thacher represented Morgan Stanley & Co. LLC, as the sole underwriter, in connection with the registered public offering of 14,000,000 shares of common stock of GE HealthCare Technologies Inc. (“GEHC”) held by General Electric Company (“GE”). Pursuant to a debt-for-equity exchange agreement entered into in connection with this offering, Morgan Stanley & Co. LLC received the common stock, offered by it, from GE in partial satisfaction of GE’s obligations arising out of GE’s $1.9 billion term loan credit facility, with Morgan Stanley Bank, N.A., as the lender, and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Term Loan Credit Facility”).~~Simpson Thacher also represented Morgan Stanley Bank, N.A. and Morgan Stanley Senior Funding, Inc. in connection with the Term Loan Credit Facility.~~To date, the Firm has represented the underwriters and selling securityholders in connection with approximately $9 billion of debt and equity financings by GEHC, and related debt-for-debt and debt-for-equity exchanges, since 2022.~~GEHC is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator, dedicated to providing integrated solutions, services, and data analytics to make hospitals more efficient, clinicians more effective, therapies more precise, and patients healthier and happier.~~GE is a high-tech industrial company that today operates worldwide through its three segments, Aerospace, Renewable Energy, and Power.~~The Simpson Thacher team for the transaction included Roxane Reardon, David Azarkh, Evan Zuckerman and Jessica Ryan (Capital Markets); Patrick Ryan, Stephanie Rotter and Kyle Nelson (Banking); Vanessa Burrows and Nawa Lodin (Healthcare); Andrew Purcell and Paul Jansch (Tax); Andrew O’Brien (Executive Compensation and Employee Benefits); Kate Mirino (IP); and Jennie Getsin (FINRA and Blue Sky).

Mar 15

1 min