Elizabeth Trask

Simpson Thacher represented Coatue as the lead investor in a $1.1 billion Series C funding round in CoreWeave, Inc. (“CoreWeave”), a specialized GPU cloud provider.~~CoreWeave delivers a range of capabilities for machine learning and AI, graphics and rendering, life sciences, real-time streaming, and more. CoreWeave will use the funds to support the rapid growth across the business and expand into new geographic regions to meet the demand for GPU accelerated cloud infrastructure worldwide.~~The Simpson Thacher team included Ben Heriaud, Richard Ragusa, Melissa Lewis and Sofia Elkina (Capital Markets); Russell Light and Elizabeth Trask (Tax); Andrew Kofsky (Labor); J. Pasco Struhs (Executive Compensation and Employee Benefits); and Bobbie Burrows (Intellectual Property).

May 21

1 min

The Firm represented Franklin BSP Capital Corporation (“FBCC”) and Franklin BSP Lending Corporation (“FBLC”) in connection with the previously-announced merger of FBLC with and into FBCC, with FBCC continuing as the surviving company. The merger became effective on January 24, 2024. Based on September 30, 2023 financial information, the combined company has over $3.8 billion of total assets and approximately $2.1 billion of total net assets on a pro forma basis.~~In connection with the merger, former FBLC stockholders received 0.4647 shares of newly-issued FBCC common stock for each share of FBLC common stock. As a result of the merger, legacy FBCC stockholders and former FBLC stockholders own approximately 19.3% and 80.7%, respectively, of the combined company. In addition, FBCC’s amended and restated investment advisory agreement with its external investment adviser, Franklin BSP Capital Adviser, L.L.C. (“FBCA”), became effective upon the closing of the merger.~~FBCC is a private business development company with a $759 million investment portfolio at fair value as of September 30, 2023 that primarily consists of loans to middle-market companies. FBCC is managed by FBCA, an affiliate of Benefit Street Partners L.L.C. (“BSP”).~~FBLC was a non-traded business development company with a $2.8 billion investment portfolio at fair value as of September 30, 2023 that primarily consisted of loans to middle-market companies. FBLC was also managed by an affiliate of BSP.~~The Simpson Thacher team included Rajib Chanda, Steven Grigoriou and Patrick Hall (Registered Funds); Jonathan Corsico, Erin Harvey, Lawrence Ekin and David Jennings (M&A); Russell Light, Edward Grais and Elizabeth Trask (Tax); Jennifer Nadborny (PCAP); and Kelly Karapetyan (Antitrust).

Jan 25

1 min

Simpson Thacher is representing Blackstone Real Estate in connection with its pending sale of the Turtle Bay Resort for $725 million to Host Hotels & Resorts, Inc., the largest lodging real estate investment trust.~~The Resort is situated on 1,300 acres on O‘ahu’s North Shore with five miles of beach and coastline views. The transaction includes a 49-acre land parcel entitled for development.~~The sale is subject to customary closing conditions and is expected to close in the third quarter of 2024.~~In a separate transaction completed this year, Simpson Thacher represented Blackstone in connection with the sale of 65 acres of land at Turtle Bay on O‘ahu’s North Shore to Areté Collective, a vertically integrated development company known for sustainable development practices that prioritize climate resilience.~~Simpson Thacher also represented Blackstone Real Estate in connection with its acquisition of the Resort in 2017.~~The Simpson Thacher team includes Greg Ressa, Krista Miniutti, Robert Vogel, Cristiana Modesti, Justin Mathew and Isabelle McAlevey (Real Estate); Andrew Blau (ECEB); Nancy Mehlman and Elizabeth Trask (Tax); Bobbie Burrows and Chandler Gerard-Reimer (Intellectual Property); and Jeanne Annarumma and Alexander Kharash (ERISA).

May 29

1 min

Simpson Thacher represented each of Western Asset Managed Municipals Fund Inc. (NYSE: MMU) and Western Asset Municipal Partners Fund Inc. (NYSE: MNP) in a merger of MNP with and into MMU. As a result of the merger, each share of MNP’s common stock converted into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of MMU based on each Fund’s net asset value per share calculated at the close of business on Friday, October 13, 2023. In addition, MMU issued and delivered to holders of shares of MNP’s Series 1 Variable Rate Demand Preferred Stock (“MNP Series 1 VRDPS”) newly-issued shares of MMU’s Series 2 Variable Rate Demand Preferred Stock with the same aggregate liquidation preference and terms as MNP’s Series 1 VRDPS issued and outstanding immediately before the date of the merger.~~Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is investment manager to each Fund and Western Asset Management Company, LLC (“Western Asset”) is each Fund’s subadviser. LMPFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Franklin Resources is a global investment management organization with subsidiaries operating as Franklin Templeton.~~The Simpson Thacher team for the transaction included David Blass, Ryan Brizek, Debbie Sutter, Andy Madore, Kelsey Henderson and Elizabeth Trask (Registered Funds) and Benjamin Rippeon, Jonathan Cantor and Scott Grundei (Tax).

Oct 17

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