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News Jul 16, 2014

Shearman & Sterling Represents Initial Purchasers and Dealer Managers on Care UK Health & Social Care plc’s High Yield Bond Offering and Tender Offer

Shearman & Sterling represented Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, HSBC Bank plc, ING Bank N.V., London Branch and The Royal Bank of Scotland plc on the offering by Care UK Health & Social Care plc (the “Issuer”) of £325 million aggregate principal amount of its Senior Secured First Lien Floating Rate Notes due 2019 and £75 million aggregate principal amount of its Second Lien Floating Rate Notes due 2020.

The net proceeds of the offering, which closed on July 17, 2014, will primarily be used to redeem the Issuer’s existing £325,000,000 million aggregate principal amount of 93/4% Senior Secured Notes due 2017 issued pursuant to an indenture dated July 20, 2010 and repay drawings under the Issuer’s existing revolving credit facility.

Shearman & Sterling also represented Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited in their capacity as dealer managers in connection with the Issuer’s tender offer for its outstanding 93/4% Senior Secured Notes due 2017.

Care UK is a significant independent sector provider of health care services to the NHS in England and a leading provider of social care services in the United Kingdom. Care UK is principally owned by funds managed by Bridgepoint.

The Shearman & Sterling team of lawyers in the firm’s London and Washington, DC offices who advised on the high yield bond offering was led by London capital markets associates Joji Ozawa, Dora Athanasiadou, Randy Nahle, and Deborah Ngo Yogo and summer associate Shawn Dogra. Finance partners Clifford Atkins and Mei Lian led the team advising on matters relating to the amendment of Care UK’s existing revolving credit facility, assisted by associates Olivier Hensby and Igor Stermsek and trainee Ankita Sethia. Counsel Mehran Massih advised on the environmental aspects of the transaction. Counsel Simon Letherman and associate Gabriel Ng advised on the United Kingdom tax aspects of the transaction, and partner Kristen Garry and associate Ryan Roberts advised on the US tax aspects of the transaction. Counsel Lucy Keeble and associate Anshu Juneja advised on real estate aspects of the transaction.

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