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Simpson Thacher Represents Dealer Managers in Convertible Note Exchange Offer by WESCO International

08.31.09
 

The Firm recently represented Goldman, Sachs & Co. and Barclays Capital Inc., as lead dealer managers, in connection with a registered exchange offer by WESCO International, Inc. In the exchange offer, WESCO offered to exchange up to $345 million principal amount of new 6.0% Convertible Senior Debentures due 2029 for its outstanding 1.75% Convertble Senior Debentures due 2026 and its 2.625% Convertible Senior Debentures due 2025. The exchange offer commenced on July 27, 2009 and expired on August 21, 2009. The exchange offer was over-subscribed.

The exchange offer was noteworthy because the nominal conversion terms of the convertible notes offered in the exchange were not fixed at the commencement of the offer. Instead, the conversion price was determined based on a 25% premium over the volume-weighted average price for the WESCO International common stock on the 10 business days ending on the expiration date for the exchange offer. It was also one of the very few exchange offers that have been done involving the exchange of a new series of convertible debt securities for outstanding convertible debt securities.

WESCO International, Inc. is a publicly traded Fortune 500 company and, through its subsidiaries, is a leading North American provider of electrical construction products and electrical and industrial maintenance, repair and operating supplies. WESCO has approximately 400 full service branches and seven distribution centers located in the United States, Canada, Mexico, the United Kingdom, Nigeria, United Arab Emirates, Singapore, Australia and China.

The Simpson Thacher team included Vince Pagano, John Lobrano, Marisa Stavenas, Simone Bono, Jonathan Ozner, Xiaohui Lin, and summer associate Andrea Levine (Corporate); Marcy Geller, Noah Beck and Andrew Purcell (Tax); Jamin Koslowe and Grace Lin (Executive Compensation and Employee Benefits); Adeeb Fadil (Environmental) and Andrew Pagliughi (Blue Sky).