Russell S. Light

In this week's Taxation With Representation, science and technology company Danaher Corp. acquires medical technology company Masimo Corp., Covetrus merges with a unit of fellow animal health technology company Cencora, and private equity firm Leonard Green & Partners LP buys outstanding Mister Car Wash Inc. shares not already owned by LGP affiliates. Danaher-Masimo $9.9B Diagnostics Deal Danaher Corp. said Tuesday it has agreed to acquire Masimo Corp., a specialty diagnostics company, in a deal valued at about $9.9 billion, including debt. A Kirkland & Ellis LLP team advising Danaher included tax partners Dean Shulman and Liam Murphy. A Sullivan & Cromwell LLP team representing Masimo includes partner Davis Wang advising on tax matters. Under the agreement, Danaher will pay $180 per share in cash for all outstanding common stock of Masimo, Danaher said in a statement Tuesday. The transaction is expected to close in the second half of the year, subject to regulatory clearances and Masimo shareholder approval, Danaher said. Animal Health Biz $3.5B Merger Covetrus has agreed to merge with MWI Animal Health, a unit of fellow animal health technology company Cencora, in a deal that values MWI at an enterprise value of $3.5 billion, the companies said Wednesday. A Debevoise & Plimpton LLP team guiding Covetrus includes tax partner Erin Cleary, counsel Samuel Krawiecz and associate John Nelson, while a Freshfields LLP team representing Cencora includes partner Joe Soltis and associate Hannah Golden advising on tax matters. When the deal closes, Cencora will receive $1.25 billion in upfront cash, $800 million in preferred equity and $1.45 billion in common equity in the combined company, the companies said in a statement Wednesday. The transaction is subject to certain conditions, including regulatory approvals, the companies said. Mister Car Wash $3.1B Deal Private equity firm Leonard Green & Partners LP has agreed to buy all outstanding Mister Car Wash Inc. shares not owned by LGP affiliates at a $3.1 billion enterprise value, the car wash brand said Wednesday. A Latham & Watkins LLP team steering Mister Car Wash includes partners Joseph Kronsnoble and Michael Zucker, who provided advice on tax matters. A Simpson Thacher & Bartlett LLP team representing LGP includes partner Russell Light and associate Elizabeth Trask advising on tax aspects. The transaction is expected to close in the first half of 2026, subject to regulatory approvals and the satisfaction or waiver of other conditions, Mister Car Wash said in a statement Wednesday.

Feb 20

2 min

Simpson Thacher is representing True Wind Capital Management, L.P. (“True Wind”) in connection with its affiliate’s successful tender offer to acquire up to 19.0% of SUNCORPORATION (Standard Market of Tokyo Stock Exchange; Securities Code: 6736) (“Sun”), at a price per share of JPY 5,500, for an aggregate purchase price of JPY 23.3 billion.~~True Wind is a San Francisco-based private equity firm focused on partnering with management teams to build leading technology businesses in growing vertical markets in three primary sectors: Industrial Tech, Business Services & Compliance and Financial Services. Since its founding in 2015, True Wind has completed 13 platform investments and dozens of add-on acquisitions.~~The Simpson Thacher team includes Atif Azher, Jonathan Stradling, Naveed Anwar, Daisuke Ueta and Jesse Feng (M&A); Matthew Kemp, Jessica Mason and William McKenna (Funds); Mark Brod (Capital Markets); and Russell Light, Nancy Mehlman and Shoshana Schorr (Tax).

Aug 23

1 min

Simpson Thacher represented Sixth Street Lending Partners (“SSLP”) in its offering of $600,000,000 aggregate principal amount of its 5.750% Notes due 2030. SSLP intends to use the net proceeds from the offering to pay down a portion of its outstanding indebtedness. The transaction closed on September 16, 2024.~~SSLP is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. SSLP had approximately $5.0 billion of investments at fair value as of June 30, 2024. SSLP’s investment objective is to generate current income by targeting investments with favorable risk-adjusted returns.~~Sixth Street Lending Partners Advisers, LLC, an affiliate of Sixth Street Partners, is SSLP’s investment adviser.~~The Simpson Thacher team included Rajib Chanda, Steven Grigoriou, Jonathan Pacheco, Andrew Jones and Earl Quermorllue (Registered Funds); and Russell Light, Caroline Phillips and Sean Largey (Tax).

Sep 23

1 min

Simpson Thacher represented Global Infrastructure Partners, a part of Blackrock, (“GIP”) in connection with GIP’s $240 million HoldCo financing for DC BLOX. The facility provides growth capital for DC BLOX’s hyperscale data center expansion strategy. DC BLOX is a digital infrastructure provider in the Southeast that delivers integrated data center and fiber network solutions at scale to enable hyperscalers, enterprises, communications providers, and technology companies to offer enhanced digital services to their customers and accelerate the region’s economic growth. The Simpson Thacher team included Matt Einbinder, Andrew Lanius, Amy Beller and Oscar Campos (Banking and Credit), Aron Zuckerman, Matthew Carpinello and Jake Melnick (Real Estate), Michael Mann and Russell Light (Tax), Michael Isby (Environmental) and Claire Cahoon (Regulatory/Sanctions).

Feb 4

1 min

In this week's Taxation With Representation, science and technology company Danaher Corp. acquires medical technology company Masimo Corp., Covetrus merges with a unit of fellow animal health technology company Cencora, and private equity firm Leonard Green & Partners LP buys outstanding Mister Car Wash Inc. shares not already owned by LGP affiliates. Danaher-Masimo $9.9B Diagnostics Deal Danaher Corp. said Tuesday it has agreed to acquire Masimo Corp., a specialty diagnostics company, in a deal valued at about $9.9 billion, including debt. A Kirkland & Ellis LLP team advising Danaher included tax partners Dean Shulman and Liam Murphy. A Sullivan & Cromwell LLP team representing Masimo includes partner Davis Wang advising on tax matters. Under the agreement, Danaher will pay $180 per share in cash for all outstanding common stock of Masimo, Danaher said in a statement Tuesday. The transaction is expected to close in the second half of the year, subject to regulatory clearances and Masimo shareholder approval, Danaher said. Animal Health Biz $3.5B Merger Covetrus has agreed to merge with MWI Animal Health, a unit of fellow animal health technology company Cencora, in a deal that values MWI at an enterprise value of $3.5 billion, the companies said Wednesday. A Debevoise & Plimpton LLP team guiding Covetrus includes tax partner Erin Cleary, counsel Samuel Krawiecz, and associate John Nelson, while a Freshfields LLP team representing Cencora includes partner Joe Soltis and associate Hannah Golden advising on tax matters. When the deal closes, Cencora will receive $1.25 billion in upfront cash, $800 million in preferred equity, and $1.45 billion in common equity in the combined company, the companies said in a statement Wednesday. The transaction is subject to certain conditions, including regulatory approvals, the companies said. Mister Car Wash $3.1B Deal Private equity firm Leonard Green & Partners LP has agreed to buy all outstanding Mister Car Wash Inc. shares not owned by LGP affiliates at a $3.1 billion enterprise value, the car wash brand said Wednesday. A Latham & Watkins LLP team steering Mister Car Wash includes partners Joseph Kronsnoble and Michael Zucker, who provided advice on tax matters. A Simpson Thacher & Bartlett LLP team representing LGP includes partner Russell Light and associate Elizabeth Trask advising on tax aspects. The transaction is expected to close in the first half of 2026, subject to regulatory approvals and the satisfaction or waiver of other conditions, Mister Car Wash said in a statement Wednesday.

Feb 20

2 min