Simpson Thacher represented Emerald JV Holdings L.P. (“Copeland”) in connection with a Rule 144A/Regulation S offering of $500 million aggregate principal amount of 6.625% Senior Secured Notes due 2030 and €230 million aggregate principal amount of 6.375% Senior Secured Notes due 2030 (collectively, the “Notes”) by certain of Copeland’s subsidiaries.
In addition, the Firm represented certain subsidiaries of Copeland in connection with an amendment to their existing term loan credit agreement which provided for the incurrence of new senior secured term “b” loans (the “New Term B Loans”) in an aggregate principal amount of $1,519.3 million.
Copeland used the net proceeds of the Notes offering, together with the net proceeds of the New Term B Loans, to refinance all of the outstanding term “b” loans under the existing term loan credit agreement and/or for general corporate purposes, and to pay fees, costs and expenses related to the offering.
Copeland is a leading global manufacturer of mission critical compressors, controls, components and solutions to the heating, ventilation, air conditioning, and refrigeration market.
The Simpson Thacher team for the transaction included Jonathan Ozner, Adriana Estor Restrepo, Jessica Ryan and Dan Kim (Capital Markets); Brian Gluck, Adam Moss and Roman Ibragimov (Banking and Credit); Elizabeth Cooper, William Allen, Louis Argentieri, Julia Tory and Uyen Tu (M&A); Jon Pall (Collateral); Lori Lesser, Courtney Welshimer, Alysha Sekhon and Mark Natividad (Intellectual Property); Sophie Staples, Jonathon Cantor, Edward Grais and Matthew Lester (Tax); Gregory Grogan, Jeanne Annarumma, Andrew O’Brien, Jesslyn Nunez and Sam Elmi (Executive Compensation and Employee Benefits); and Ari Goldman and Erik Quarfordt (Real Estate).