Matthew Gabbard

Simpson Thacher is representing Hilton Grand Vacations Inc. (NYSE: HGV), in connection with its proposed acquisition of Diamond Resorts International for approximately $1.4 billion, consisting of approximately 34.5 million shares of Hilton Grand Vacations Inc. common stock, subject to customary adjustments.~~Hilton Grand Vacations Inc. is a leading global timeshare company that develops, markets and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. Hilton Grand Vacations Inc. also manages and operates two innovative club membership programs, Hilton Grand Vacations Club® and The Hilton Club®, providing exclusive exchange, leisure travel and reservation services for more than 325,000 club members.~~Diamond Resorts offers destinations, events and experiences to members with a focus on quality resorts, customer service and flexibility.~~The Simpson Thacher team includes Jonathan Corsico, Matthew Gabbard and Hilary Albrecht (M&A); Sophie Staples and Edward Grais (Tax); Jeannine McSweeney and Jason Fixelle (ECEB); Brian Gluck, Jonathan Ozner and Patrick Wolff (Credit); and Lori Lesser and Melanie Jolson (IP).

Mar 17

1 min

Simpson Thacher is representing Stonepeak in their announced agreement and plan of merger to acquire Teekay LNG Partners L.P. Investment vehicles managed by Stonepeak will acquire (a) all the issued and outstanding common units representing limited partner units in Teekay LNG Partners L.P., including approximately 36 million common units owned by Teekay Corporation (NYSE:TK), and (b) 100% of Teekay Corporation’s ownership in Teekay LNG Partners L.P.’s general partner, Teekay GP L.L.C., for $17 per common unit or common unit equivalent in cash, representing an enterprise value of $6.2 billion, including consolidated and proportionate joint venture net debt, and $1.5 billion in common unit equity value. The transaction is subject to customary conditions, including receipt of applicable regulatory approvals.~~Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets.~~The Simpson Thacher team for the transaction included Brian Chisling, Matthew Gabbard, Erica Egenes, Cedric Karaoglan and Eva Du (M&A); Ryan Bekkerus, Matthew Einbinder, Brian Gluck, Zachary Banks, Fredrick Titcomb and David Socol de la Osa (Credit); Jonathan Goldstein and William Smolinski (Tax); Tristan Brown, Linda Barrett and Meredith Brenton (Executive Compensation and Employee Benefits); Peter Guryan, Ross Ferguson, Henry Llewellyn and Luke Cowdell (Antitrust); Michael Isby (Environmental); Krista McManus and Stephanie Brenner (Real Estate); and Genevieve Dorment (Intellectual Property and Privacy).

Jun 10

1 min

Simpson Thacher is representing Gardner Denver Holdings, Inc. in its announced merger with Ingersoll-Rand plc’s Industrial segment, creating a global leader in mission-critical flow creation and industrial technologies. The HVAC and transport refrigeration assets of the current Ingersoll Rand will become a pure play global leader in climate control solutions for buildings, homes and transportation. Under the terms of the agreement, at the closing, Ingersoll Rand will receive $1.9 billion in cash from Ingersoll Rand Industrial that will be funded by newly-issued debt assumed by Gardner Denver in the merger, and existing Ingersoll Rand shareholders will receive 50.1% of the shares of Gardner Denver on a fully diluted basis, valued at approximately $5.8 billion. Existing Gardner Denver shareholders will retain 49.9% of the shares of Gardner Denver on a fully diluted basis. The transaction will be effected through a “Reverse Morris Trust” transaction pursuant to which Ingersoll Rand Industrial is expected to be spun off to Ingersoll Rand’s shareholders and simultaneously merged with a subsidiary of Gardner Denver, with Ingersoll Rand Industrial surviving as a wholly-owned subsidiary of Gardner Denver.~~Gardner Denver is a leading global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services, which it sells across multiple attractive end-markets within the industrial, energy and medical industries. Its broad and complete range of compressor, pump, vacuum and blower products and services, along with its application expertise and over 155 years of engineering heritage, allows Gardner Denver to provide differentiated product and service offerings for its customers' specific uses. Gardner Denver supports its customers through its global geographic footprint of 39 key manufacturing facilities, more than 30 complementary service and repair centers across six continents, and approximately 6,700 employees world-wide.~~The Simpson Thacher team for this transaction includes Marni Lerner, Mark Pflug, Matthew Gabbard, James Nguyen and Hyo Min Kim (M&A); Richard Fenyes and Amanda Weiss (Capital Markets); James Cross, Matthew Farrell and Alejandro Sueldo (Credit); Nancy Mehlman, Drew Purcell, Jodi Schneider and Caroline Phillips (Tax); Tristan Brown, Alyssa Ohanian, Ashlie Lawton and Erik Ward (Executive Compensation & Benefits); Whitney Salinas and Dennis Loiacono (Real Estate); Lori Lesser and Genevieve Dorment (Intellectual Property); and Steven DeLott (Insurance). Patricia Adams also provided valuable assistance.

Jan 5

2 min

Simpson Thacher represented Element Fleet Management (TSX: EFN) in the sale of certain assets of its subsidiary, 19th Capital Group, LLC, to an affiliate of Hilco Global for an undisclosed sum. The transaction signed and closed on May 1, 2020.~~The Simpson Thacher team included Patrick Naughton, Matthew Gabbard, Austin Uhm and Izaak Lustgarten (M&A); James Cross, Elisha Graff, Matthew Farrell and Michael Peragine (Credit); Larry Moss, Alisa Tschorke and Jake Phillips (Executive Compensation and Employee Benefits); Lori Lesser and Corina McIntyre (Intellectual Property); Tim Mulvihill (Environmental); and John Creed and Jacqueline Clinton (Tax).

May 28

1 min

The Firm is representing Yageo Corporation (TAIEX: 2327) in connection with its definitive agreement to acquire KEMET Corporation (NYSE: KEM) in an all-cash transaction valued at $1.8 billion, including the assumption of net debt. Upon closing, Yageo will acquire all the outstanding shares of KEMET’s common stock for $27.20 per share in cash. The transaction, which is expected to close in the second half of 2020, is subject to customary closing conditions and the receipt of required regulatory approvals.~~Yageo is a leading global electronic component company with capabilities on a global scale, including production and sales facilities in Asia, Europe and the Americas. Yageo provides one-stop-shopping, offering its complete product portfolio of resistors, capacitors, wireless and circuit protection components to meet the diverse requirements of customers.~~KEMET is a leading global supplier of high-end electronic components with a global footprint that includes 23 manufacturing facilities and approximately 14,000 employees located in 22 countries in the Americas, Asia and Europe. KEMET’s main products include tantalum capacitors, ceramic capacitors, magnetic, sensors and actuators, and film and electrolytic capacitors which products serve a number of applications, such as advanced automotive electronics, industrial applications, aerospace, medical, as well as smartphones, cloud/networking equipment, wireless communications, alternative energy and 5G technology.~~The Simpson Thacher team includes Michael T. Holick, Matthew Gabbard, Amy Hutchings and Michael Yan (M&A); Justin Lungstrum and Dean Masuda (Credit); Jeannine McSweeney, Jake Phillips and Arielle Trapp (Employee Benefits and Executive Compensation); Jonathan Goldstein and Brian Mendick (Tax); Peter Guryan, Abram Ellis and Richard Jamgochian (Antitrust); Lori Lesser and Melanie Jolson (Intellectual Property); Krista McManus (Real Estate); David Caldwell (Regulatory); Andrew Kofsky (Labor); and Timothy Mulvihill (Environmental).

Dec 11

1 min