The Firm is representing ITT Corporation in connection with its spin-off of Exelis Inc., ITT’s Defense and Information Solutions business, and Xylem Inc., ITT’s Water Technology and Services business. On October 5, 2011 the ITT Board of Directors approved the distribution to its shareholders of all the outstanding shares of Exelis and Xylem. Under the approved plan, each ITT shareholder of record will receive one share of Exelis common stock and one share of Xylem common stock for each share of ITT common stock held as of the close of business on October 17, 2011. The Board also approved a 1:2 reverse stock split for ITT, which will become effective after market close on October 31, 2011, the distribution date for the spin-offs. Following the spin-offs, all three companies will be listed on the New York Stock Exchange.
In connection with the spin-offs, the Firm also represented Exelis in its issuance of $400 million of 5.550% senior notes due 2021 and $250 million of 4.250% senior notes due 2016, and Xylem in its issuance of $600 million of 4.875% senior notes due 2021 and $600 million of 3.550% senior notes due 2016. The proceeds of the offerings are being used to fund ITT’s cash tender offer for up to $100 million aggregate principal amount of its 7.40% Debentures due 2025 and the repayment of ITT’s other indebtedness.
The Simpson Thacher team includes: Gary Sellers (M&A and Capital Markets), Caroline Gottschalk, Valentina Casella, Ravi Purushotham, Bharat Kejriwal and Jim Cross (M&A), John Lobrano, Arjun Koshal, Joia Lee, Louie Pastor, Alexander Coedo and Andrew Wolstan (Capital Markets), LeAnn S. Leutner, Emily Tabak Epstein and Dov Gottlieb (Public Company Advisory Practice), Mark Thompson and Samantha Braunstein (Banking and Credit), Alvin Brown and Craig Katerberg (Executive Compensation and Employee Benefits), Gary Mandel, Noah Beck and Andrew Purcell (Tax), Lori Lesser and Parijat Sharma (Intellectual Property), Adeeb Fadil (Environmental), Steve Delott (Insurance), Krista McManus (Real Estate), Mary Beth Forshaw, Paul Gluckow, Elisa Alcabes and Isaac Rethy (Litigation).