Dorothy A. Hector

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 is representing First Student, a portfolio company of EQT, in connection with its proposed acquisition of Apple Bus Company, a Missouri-based provider of student and charter transportation services. The acquisition is subject to customary closing conditions and regulatory approvals.~~Headquartered in Cincinnati, Ohio, First Student is the largest student transportation service provider in North America, providing more than 900 million student journeys a year to approximately 1,000 school districts.~~The Simpson Thacher team includes Naveed Anwar, Michael T. Holick, William Perrone, Sydney Mark and Omar Kanjwal (M&A); Jeannine McSweeney and Hannah Daniels (Executive Compensation and Employee Benefits); Jonathan Goldstein and Scott Grundei (Tax); Eli Isak and Dorothy Anne Hector (Credit); Genevieve Dorment and Bobbie Burrows (Intellectual Property); and Krista McManus and Dennis Loiacono (Real Estate).

Feb 25

1 min

Simpson Thacher is representing First Student, a portfolio company of EQT, in connection with its definitive agreement to acquire Total Transportation Corp. Financial terms of the transaction were not disclosed. The acquisition is subject to customary regulatory approvals and is expected to be completed by the end of summer.~~Headquartered in Brooklyn, New York, Total Transportation is a leading provider of general and special education student transportation, paratransit and charter services. Performing over 75,000 ADA trips per month and transporting approximately 100,000 school students per day, Total Transportation operates nearly 3,200 vehicles in New York, New Jersey and Pennsylvania.~~Headquartered in Cincinnati, Ohio, First Student is a leading school transportation solutions provider in North America. First Student delivers reliable, quality services, including full-service transportation and management, special-needs transportation, route optimization, and scheduling, maintenance, and charter services with a fleet of about 40,000 buses.~~The Simpson Thacher team includes Naveed Anwar, Michael T. Holick, Mark Underwood, Megan Whitman, Omar Kanjwal, Jamie Lee, Chandler Mores and Margaret E. Whalen (M&A); Jeannine McSweeney and Hannah Daniels (Executive Compensation and Employee Benefits); Jonathan Goldstein and Scott Grundei (Tax); Eli Isak and Dorothy Hector (Credit); Hui Lin (Capital Markets); Bobbie Burrows and Benjamin Hart (Intellectual Property); Andrew M. Kofsky (Labor); Krista McManus and Dennis Loiacono (Real Estate); and Timothy Mulvihill and Noreen Lavan (Environmental).

Mar 5

1 min

The Firm represented Hub International Limited (“HUB”) in connection with its Rule 144A and Regulation S offering of $1.1 billion aggregate principal amount of 7.250% Senior Secured Notes due 2030 (the “New Secured Notes”) and $1.9 billion aggregate principal amount of 7.375% Senior Notes due 2023 (the “Unsecured Notes”).~~In addition, the Firm represented HUB in connection with an incremental amendment to (i) incur a term loan facility in an aggregate principal amount of $4.86 billion (the “2024 Term Loan Facility”) and (ii) increase the aggregate principal amount of the U.S. revolving credit facility to $750.0 million (collectively, the “Amendments” and the amended credit facilities, the “Senior Secured Credit Facilities”).~~HUB intends to use the net proceeds from the Notes offering, together with borrowings under the 2024 Term Loan Facility and cash on hand, (i) to refinance certain loans under its existing credit facilities, (ii) for general corporate purposes, including to fund acquisitions, and (iii) to pay all fees and expenses related to the Notes and the Amendments.~~HUB is a leading full-service global insurance broker and financial services firm providing risk management, insurance, employee benefits, retirement and wealth management products and services.~~The Simpson Thacher team included William Brentani, Daniel Webb, Karen Reyes, Andy Roy, Barry Lau, William Perrone, Kayley Ingalls and Ramin Tabrizi (Capital Markets); Brian Steinhardt, Dorothy Hector and Joel Kushner (Credit); Jon Pall (Collateral); Courtney Welshimer, Rachelle Broida and Mark Natividad (Intellectual Property); and Jonathan Cantor and Michael Mann (Tax).

Jan 30

1 min

Simpson Thacher represented the initial purchasers, led by bookrunning manager J.P. Morgan Securities LLC, in the sale of an aggregate principal amount of $1 billion 5.25% Senior Notes due 2030 by Realogy Group LLC (“Realogy”) and Realogy Co-Issuer Corp. (the “Co-Issuer”). The size of the offering was upsized from $550 million to $1 billion.~~The Notes are guaranteed on an unsecured subordinated basis by Realogy Holdings Corp., the indirect parent of Realogy, and on an unsecured senior basis by each of Realogy’s domestic subsidiaries (other than the Co-Issuer) that is a guarantor under Realogy’s senior secured credit facilities and certain of its outstanding securities. Realogy intends to use the net proceeds from this offering, together with cash on hand, to redeem, in full, its 9.375% Senior Notes due 2027 and 7.625% Senior Secured Second Lien Notes due 2025 and to pay related accrued interest, premium, fees and expenses on both such notes.~~Realogy is the leading and most integrated provider of residential real estate services in the U.S. Realogy’s diverse brand portfolio includes some of the most recognized names in real estate: Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, and Sotheby’s International Realty®.~~The Simpson Thacher team for the transaction included, among others, Arthur Robinson, David Azarkh and Evan Zuckerman (Capital Markets); Bill Sheehan, Dorothy Hector and Callie Robins (Credit); Michael Mann (Tax); Abram Ellis and Laurel Fresquez (Regulatory); Jeanne Annarumma and Hannah Daniels (Executive Compensation and Employee Benefits); Steven DeLott (Insurance); Michael Isby (Environmental); Genevieve Dorment (Intellectual Property); Tim Gallagher (Real Estate); and Jennie Getsin (Blue Sky).

Oct 1

1 min