The Firm recently represented Banc of America Securities LLC, Citi, J.P. Morgan and other initial purchasers in a US$16.5 billion offering of notes by Roche Holding, Inc., which are guaranteed by Roche Holding Ltd. of Switzerland. The transaction was, according to media reports, the largest debt offering by a corporate issuer in history.
The offering consisted of six series of notes, including one-year and two-year floating rate notes and three-year, five-year, ten-year and thirty-year fixed rate notes. The offering was conducted in reliance upon Rule 144A and Regulation S under the Securities Act of 1933.
The Roche Group is a leading Swiss-based healthcare group that focuses on pharmaceutical and diagnostic products. The Group is one of the world’s top five producers of pharmaceutical products (based upon sales in 2008).
The Roche Group intends to use the net proceeds from the offering to finance a portion of its pending tender offer for the minority interest in Genentech, Inc. (the U.S. biotech company) that it does not own. The Group currently owns 55.8% of Genentech’s shares.
The Simpson Thacher team for the transaction included Glenn M. Reiter, Mark Brod, Luc Jansen, Susanne Lenz and Juan Mendez (Capital Markets); Jonathan Cantor and Jeffrey Graff (Tax); Michael Isby (Environmental); and Mark Lab (Blue Sky).