Shearman & Sterling advised on the bank and bond financing related to Actavis plc’s $28 billion acquisition of Forest Laboratories, Inc.
The firm advised Bank of America, as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Bank, as joint lead arrangers and joint bookrunners, in the $4.4 billion bank financing for Actavis Capital s.à r.l., a wholly owned subsidiary of Actavis plc, which included a $2.4 billion cash bridge loan and a $2.0 billion term loan. Shearman & Sterling also represented Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, as representatives, and HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA) Inc., RBS Securities Inc., SMBC Nikko Securities America, Inc., Deutsche Bank Securities Inc., DNB Markets, Inc., Lloyds Securities Inc., TD Securities (USA) LLC, Barclays Capital Inc., Santander Investment Securities Inc. and U.S. Bancorp Investments, Inc. in connection with the private placement, pursuant to Rule 144A and Regulation S, of $500 million aggregate principal amount of 1.300% Notes due 2017, $500 million aggregate principal amount of 2.450% Notes due 2019, $1.2 billion aggregate principal amount of 3.850% Notes due 2024 and $1.5 billion aggregate principal amount of Notes due 2044 of Actavis Funding SCS, a wholly owned subsidiary of Actavis plc. Actavis Funding SCS plans to use the net proceeds from the offering of the notes, together with Actavis Capital S.à r.l.’s new term loan facilities, other financings and cash on hand at Actavis plc or its subsidiaries, to fund the acquisition of Forest Laboratories, Inc. and to refinance certain outstanding debt of Actavis plc.
The Shearman & Sterling finance team included partners JD DeSantis (New York-Finance/Capital Markets), Alan Goudiss (New York-Litigation), and Larry Crouch (Palo Alto-Tax); counsel Susan Hobart (New York-Finance); and associates Lindsay Offner (New York-Finance), Thad Pitney (New York-Capital Markets), Derek Kershaw (New York-Tax), Jamal Al-Haj (New York-Corporate) and Diana Berisha (New York-Corporate).