Acelity’s $1.75 Billion Notes Offering, $445 Million Exchange Offer and Consent Solicitation


Simpson Thacher represented Kinetic Concepts, Inc. and KCI USA, Inc. (the “Issuers”) in connection with the Rule 144A and Regulation S offering of $1.75 billion aggregate principal amount of 9.625% second lien senior secured notes due 2021.

The Issuers used the proceeds from the offering, together with a $100 million equity contribution by their sponsors and cash on hand (including borrowings under the Issuers’ revolving credit facility), to redeem $1.75 billion in aggregate principal amount of the Issuers’ outstanding 10.5% second lien senior secured notes due 2018.

In addition, Simpson Thacher also represented the Issuers in connection with the exchange of $445.06 million of their new 12.5% limited third lien senior secured notes due 2021, for the same aggregate principal amount of their outstanding 12.5% senior unsecured notes due 2019 (the “Existing Unsecured Notes”). Simpson Thacher also represented the Issuers in a successful solicitation of consents with respect to certain proposed amendments to the indenture governing the Existing Unsecured Notes.

Acelity is a leading global medical technology company committed to the development and commercialization of advanced wound care and regenerative medicine solutions.

The Simpson Thacher team included Kenneth Wallach (Picture), Sunny Cheong, Benjamin Heriaud and Niyati Roy (Capital Markets); Gary Mandel, Jonathan Cantor and Sophie Staples (Tax); Brian Robbins, Jeannine McSweeney, Joo Hyun Lee and Monisha Bhayana (Executive Compensation and Employee Benefits); and Joia Lee (Public Company Advisory Practice).

Involved fees earner: Kenneth Wallach – Simpson Thacher & Bartlett; Sunny Cheong – Simpson Thacher & Bartlett; Benjamin Heriaud – Simpson Thacher & Bartlett; Niyati Roy – Simpson Thacher & Bartlett; Gary Mandel – Simpson Thacher & Bartlett; Jonathan Cantor – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett; Brian Robbins – Simpson Thacher & Bartlett; Jeannine McSweeney – Simpson Thacher & Bartlett; Joo Hyun Lee – Simpson Thacher & Bartlett; Monisha Bhayana – Simpson Thacher & Bartlett; Joia Lee – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Kinetic Concepts, Inc.; KCI USA Inc.;

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Author: Ambrogio Visconti