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Gibson Dunn Advises Underwriters in IPL’s $600M Deal.

Gibson, Dunn & Crutcher LLP has advised the underwriters in the public offering by Interstate Power and Light Company (IPL) of $600 million aggregate principal amount of 5.600% senior debentures due 2035.

The offering priced in May 2025, with the debentures scheduled to mature on June 29, 2035.

The underwriting group was led by BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC.

IPL, a public utility and wholly owned subsidiary of Alliant Energy Corporation (NASDAQ: LNT), intends to use the net proceeds to retire $50 million of 5.50% senior debentures maturing on July 15, 2025, and $250 million of 3.40% senior debentures maturing on August 15, 2025, in each case at or prior to maturity.

Additional proceeds will be used to reduce outstanding capital under IPL’s receivables purchase and sale program, repay commercial paper, and for general corporate purposes.

The Gibson Dunn team advising the underwriters was led by partner Andrew Fabens and of counsel Rodrigo Surcan, and included associates Lawrence Lee, Ian Mathenge, and Stephen Huie.

Regulatory advice was provided by partner William Hollaway and senior counsel Janine Durand. Environmental matters were handled by partner Rachel Levick and associate Taylor Amato, while tax matters were advised on by partner Lorna Wilson.  

Alliant Energy Corporation is a Midwest-based public utility holding company providing regulated electricity and natural gas services to nearly one million customers. Headquartered in Madison, Wisconsin, Alliant Energy operates primarily through its two utility subsidiaries: Interstate Power and Light Company (IPL) in Iowa and Wisconsin Power and Light Company (WPL) in Wisconsin. IPL delivers electric and gas service to customers across Iowa and supports Alliant Energy’s broader strategy focused on clean energy, grid modernization, and sustainability.

Gibson, Dunn & Crutcher LLP is a prominent global law firm headquartered in Los Angeles, California. With a reputation for providing exceptional legal services to clients across various industries, the firm was founded in 1890 and operates more than 20 offices worldwide. Gibson Dunn offers expertise in areas such as corporate law, litigation, real estate, and regulatory matters. Known for its commitment to excellence, the firm represents multinational corporations, governments, and individuals, delivering innovative solutions to complex legal challenges. The firm is recognised for its strong focus on client relationships and its deep industry knowledge.

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Ropes & Gray Advises on Walgreens Boots Alliance $23.7B Acquisition by Sycamore Partners.

Walgreens Boots Alliance (WBA) has announced its acquisition by Sycamore Partners in a take-private deal valued at up to $23.7 billion. The transaction, revealed on March 6, 2025, is expected to close in the fourth quarter of 2025, pending approval from WBA’s shareholders and regulatory authorities. Ropes & Gray is advising WBA on healthcare regulatory matters as part of the deal.

The transaction offers WBA shareholders two primary forms of consideration:

  • $11.45 per share in cash at closing, representing a 29% premium over WBA’s share price on December 9, 2024.
  • A Divested Asset Proceed Right (DAP Right), giving shareholders up to $3.00 per share from the future monetization of WBA’s VillageMD-related assets, including Village Medical, Summit Health, and CityMD businesses. This increases the Total Consideration to a potential 63% premium over WBA’s December 9, 2024 closing price.

Tim Wentworth, CEO of Walgreens Boots Alliance, outlined the strategic importance of the deal. “While we are making progress with our turnaround strategy, Sycamore’s expertise and experience will help us manage the changes more effectively as a private company. This agreement offers shareholders premium cash value and the chance to benefit from the future value creation of our VillageMD assets.”

Wentworth also expressed appreciation for WBA’s 311,000 employees, praising their dedication to customers and patients worldwide.

Stefan Kaluzny, Managing Director at Sycamore Partners, expressed strong confidence in WBA’s future success. “For nearly 125 years, Walgreens, and for 175 years, Boots, along with their portfolio of trusted brands, have been integral to the lives of patients and customers. Sycamore has deep respect for WBA’s talented and dedicated team members, and we are committed to stewarding the Company’s iconic brands. This transaction reflects our confidence in WBA’s pharmacy-led model and essential role in driving better outcomes for patients, customers and communities.”

Approval Process and Advisors Involved

The WBA Board of Directors unanimously approved the transaction. Stefano Pessina and John Lederer recused themselves from deliberations and approval. The deal is subject to shareholder and regulatory approvals and is expected to close in the fourth quarter of 2025.

Advisors for the Transaction:

  • Ropes & Gray: Providing healthcare regulatory counsel to WBA.
  • Centerview Partners: Acting as WBA’s financial advisor.
  • Kirkland & Ellis: Legal advisors to WBA.
  • Morgan Stanley: Financial advisor to WBA and provided a fairness opinion to the board.

Sycamore Partners’ Advisors:

  • UBS Investment Bank: Lead financial advisor.
  • Goldman Sachs, J.P. Morgan, Citi, and Wells Fargo: Co-lead financial advisors.
  • Davis, Polk & Wardwell LLP: Legal counsel for Sycamore.
  • Bass Berry & Sims PLC: Healthcare regulatory counsel for Sycamore.

Debevoise & Plimpton LLP is advising Stefano Pessina, former Executive Chairman of WBA.

The $23.7 billion acquisition of Walgreens Boots Alliance by Sycamore Partners is a significant move in the healthcare and retail pharmacy sectors. With Ropes & Gray providing expert regulatory counsel, the deal is set to reshape WBA’s future as it transitions into private ownership, helping to position the company for continued success in an increasingly competitive healthcare landscape.

Walgreens Boots Alliance (WBA) is a global leader in healthcare, pharmacy, and retail services, with a 175-year legacy of community care. Operating in eight countries with over 12,500 locations, WBA serves millions of customers through trusted brands like Walgreens, Boots, Duane Reade, No7 Beauty, and Benavides.

The company is committed to improving access to healthcare with in-store and digital services. WBA aims to create healthier communities and promote sustainability, employing 311,000 people globally. With over 130,000 healthcare providers, WBA is a major force in the global healthcare ecosystem, shaping the future of pharmacy and health services.

The Ropes & Gray team was led by healthcare partners Adrianne Ortega and Tim McCrystal. It also included partner Lincoln Tsang, head of the European life sciences practice, healthcare counsel Peter Holman Jr. and Elizabeth Whitkin, and healthcare associate Richard Harris II.

Ropes & Gray is a global law firm providing comprehensive legal services to clients across a wide range of industries. With a reputation for excellence, the firm is known for its expertise in areas such as corporate law, private equity, M&A, intellectual property, litigation, regulatory matters, and finance.

Founded in 1865, Ropes & Gray has grown to include offices in major cities around the world, including New York, London, Hong Kong, and Boston.

The firm serves a diverse clientele, including multinational corporations, financial institutions, and government entities, helping them navigate complex legal challenges.

Ropes & Gray is also recognised for its commitment to pro bono work, diversity, and inclusion, ensuring that its values extend beyond the courtroom. With a team of skilled professionals and a client-centric approach, Ropes & Gray remains a leader in the legal industry.

Amir Shmueli Joins Ropes & Gray's Global Finance Practice

 

Simpson Thacher Advises Underwriters in €1.5B Debt Offering by Boston Scientific.

Simpson Thacher & Bartlett LLP advised the underwriters in the successful €1.5 billion debt securities offering by American Medical Systems Europe B.V. (“AMS Europe”), fully guaranteed by Boston Scientific Corporation. The offering, which included €850 million of 3.000% Senior Notes due 2031 and €650 million of 3.250% Senior Notes due 2034, marks a major step in Boston Scientific’s financial strategy.

Purpose of the Debt Offering

Boston Scientific plans to use the net proceeds from the offering, combined with cash on hand, for several purposes:

  • Repaying AMS Europe’s 0.750% Senior Notes, due March 8, 2025.
  • Paying any accrued and unpaid interest on those notes.
  • Financing general corporate purposes, such as short-term investments, reducing short-term debt, funding working capital, and potential future acquisitions.

The company’s approach underscores its proactive financial management strategy and commitment to maintaining a strong liquidity position.

The Legal Team Behind the Deal

The Simpson Thacher team played a crucial role in advising the underwriters in this complex capital markets transaction. The legal team was led by Roxane Reardon, Patrick Baron, J. Carr Gamble, and Leandra Kede Yomo from the Capital Markets practice.

Other members of the team included:

  • Jonathan Cantor and Edward Grais (Tax).
  • Alysha Sekhon and Christian Bond (Intellectual Property).
  • Michael Isby (Environmental).
  • Jeanne Annarumma and Pasco Struhs (Executive Compensation & Employee Benefits).
  • Jennie Getsin (FINRA/Blue Sky).

Underwriters and Their Role

The underwriters in this transaction were led by top financial institutions, including:

  • Barclays Bank PLC
  • Citigroup Global Markets Europe AG
  • Wells Fargo Securities Europe S.A.

Their involvement reflects confidence in Boston Scientific’s financial strength and its future prospects.

Boston Scientific’s Financial Strategy

The offering allows Boston Scientific to refinance debt and position itself for further growth. By using the proceeds to repay maturing debt and streamline its financial structure, Boston Scientific can focus on strategic investments, acquisitions, and ongoing innovation within the medical device sector.

Boston Scientific is a global leader in the development, manufacturing, and marketing of medical devices used in a broad range of interventional medical specialties. The company’s innovative products serve as essential tools in various healthcare treatments worldwide. Committed to transforming lives, Boston Scientific focuses on advancing healthcare with a strong emphasis on innovation, high performance, global collaboration, and diversity. The company operates across 85 countries, investing significantly in R&D to deliver life-changing solutions.

Simpson Thacher & Bartlett LLP (STB) is a leading international law firm founded in 1884, with offices across the U.S., Europe, and Asia. Known for its expertise in corporate law, mergers and acquisitions, private equity, and litigation, the firm serves a diverse range of clients, including multinational corporations, financial institutions, and private equity firms. STB is recognised for its high-quality legal services, innovative solutions, and commitment to diversity and pro bono work. With a strong reputation for handling complex, high-stakes matters, Simpson Thacher continues to be a trusted advisor to global businesses.

CFPB Sues JPMorgan, Bank of America, Wells Fargo Over Zelle Fraud.

The Consumer Financial Protection Bureau (CFPB) sued the operator of Zelle and three of the nation’s largest banks for failing to protect consumers from widespread fraud on America’s most widely available peer-to-peer payment network.

Early Warning Services, which operates Zelle, along with three of its owner banks—Bank of America, JPMorgan Chase, and Wells Fargo—rushed the network to market to compete against growing payment apps such as Venmo and CashApp, without implementing effective consumer safeguards. Customers of the three banks named in today’s lawsuit have lost over $870 million over the network’s seven-year existence due to these failures.

The CFPB’s lawsuit describes how hundreds of thousands of consumers filed fraud complaints and were largely denied assistance, with some being told to contact the fraudsters directly to recover their money. Bank of America, JPMorgan Chase, and Wells Fargo also allegedly failed to properly investigate complaints or provide consumers with legally required reimbursement for fraud and errors. The CFPB is seeking to stop the alleged unlawful practices, secure compensation and penalties, and obtain other relief.

“The nation’s largest banks felt threatened by competing payment apps, so they rushed to launch Zelle,” said CFPB Director Rohit Chopra. “By failing to put in place proper safeguards, Zelle became a target for fraudsters, leaving victims to fend for themselves.”

Bank of America, N.A. is a national bank and subsidiary of the Bank of America Corporation, headquartered in Charlotte, North Carolina. As of June 30, 2024, Bank of America had over $2.5 trillion in consolidated total assets.

JPMorgan Chase Bank, N.A. is a national bank and subsidiary of JPMorgan Chase & Company headquartered in Columbus, Ohio, and the nation’s largest bank, with over $3.5 trillion in consolidated total assets as of June 30, 2024.

Wells Fargo Bank, N.A. is a national bank and subsidiary of Wells Fargo & Company headquartered in Sioux Falls, South Dakota. As of June 30, 2024, Wells Fargo had $1.9 trillion in consolidated total assets.

Early Warning Services, LLC is a financial technology and consumer reporting company based in Scottsdale, Arizona. Early Warning Services designed and operates the Zelle network. It is co-owned by seven of the largest banks in the United States: Bank of America, Capital One, JPMorgan Chase, PNC Bank, Truist, U.S. Bank, and Wells Fargo.

Zelle allows near-instant electronic money transfers through linked email addresses or U.S.-based mobile phone numbers, known as “tokens.” Users can create multiple tokens across different banks and quickly reassign them between institutions, a feature that has left consumers vulnerable to fraud schemes.

The CFPB alleges widespread consumer losses since Zelle’s 2017 launch due to the platform’s and the defendant banks’ failure to implement appropriate fraud prevention and detection safeguards. The CFPB alleges that Bank of America, JPMorgan Chase, Wells Fargo, and Early Warning Services violated federal law through critical failures including:

Leaving the door open to scammers: Zelle’s limited identity verification methods have allowed fraudsters to quickly create accounts and target Zelle users. For example, criminals often exploited Zelle’s design and features to link a victim’s token to the fraudster’s deposit account, which caused payments intended for the consumer’s account to instead flow to the fraudster account. Allowing repeat offenders to hop between banks: Early Warning Services and the defendant banks were too slow to restrict and track criminals as they exploited multiple accounts across the network.

Banks did not share information about known fraudulent transactions with other banks on the network. As a result, bad actors could carry out repeated fraud schemes across multiple institutions before being detected, if they were detected at all. Ignoring red flags that could prevent fraud: Despite receiving hundreds of thousands of fraud complaints, the defendant banks have failed to use this information to prevent further fraud.

They also allegedly violated the Zelle Network’s own rules by not reporting fraud incidents consistently or on time. Abandoning consumers after fraud occurred: Despite obligations under the Electronic Fund Transfer Act and Regulation E, the defendant banks failed to properly investigate Zelle customer complaints and take appropriate action for certain types of fraud and errors. Enforcement Action Under the Consumer Financial Protection Act, the CFPB has the authority to take action against institutions violating consumer financial protection laws, including engaging in unfair, deceptive, or abusive acts and practices.

The CFPB’s lawsuit seeks to halt unlawful conduct, obtain restitution for harmed consumers, and obtain a civil money penalty, which would be paid into the CFPB’s victims relief fund, and secure other appropriate relief.

Proliferation of Scams The holiday season in particular can bring a surge of scams. Learn more about common types of scams from the CFPB’s online resources. Consumers can submit complaints about financial products and services, including scams on payment networks, by visiting the CFPB’s website or by calling (855) 411-CFPB (2372).

Employees who believe their company has violated federal consumer financial protection laws are encouraged to send information about what they know to whistleblower@cfpb.gov. To learn more about reporting potential industry misconduct, visit the CFPB’s website.

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Wells Fargo Settles COVID-19 Mortgage Forbearance Lawsuit for $185 Million

Settlement Agreement

Wells Fargo has reached an agreement to pay $185 million to resolve a proposed class action lawsuit that accused the bank of placing customers' mortgages into forbearance without their consent during the initial phase of the COVID-19 pandemic. The court granted preliminary approval for the Wells Fargo class action settlement in July 2024, and further details can be accessed at WellsFargoCovidForbearanceLitigation.com.

This settlement will offer compensation to a group of residents in the United States who had their mortgages serviced by Wells Fargo and were placed into a COVID-related mortgage forbearance without proper informed consent between March 1, 2020, and December 31, 2021. This includes individuals who signed the deed of trust, mortgage, or other security documents related to the mortgage, regardless of whether they signed the underlying promissory note or loan. However, the settlement does not cover individuals who were debtors or co-borrowers in a Chapter 13 bankruptcy case at the time their mortgage was placed into forbearance.

Compensation Distribution

As stated on the settlement website, the initial $69 million of the $185 million settlement will be distributed equally and automatically among class members. Co-borrowers will be considered a single class member and will receive one automatic payment, with each co-borrower entitled to an additional $83.33. The website indicates that no action is required to receive the automatic payment or any additional payments for co-borrowers.

Claim Process and Deadlines

Please visit this page to update your address and choose your preferred payment method. You will need to provide the unique ID found in the settlement notice you received by mail or email. If you have lost or did not receive your notice, please reach out to the settlement administrator using the contact information provided here. Class members who experienced damages as a result of Wells Fargo’s forbearance practices—such as delays in refinancing, increased borrowing costs, or denied or postponed credit applications—are eligible to submit a claim form for additional compensation. To file a claim form online, please visit this page and input your unique ID.

The deadline for submitting a claim form is January 10, 2025. Payments for valid claims submitted on time will be distributed only after the settlement receives final court approval and any appeals are resolved in favor of the agreement. A final approval hearing is set for December 10, 2024. The original class action lawsuit against Wells Fargo indicates that in 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which granted homeowners the right to request temporary forbearance on their mortgage loans. The lawsuit claims that Wells Fargo automatically placed hundreds of thousands of mortgage loans in its servicing portfolio into forbearance without prior notification to the affected borrowers. The filing contends that this action negatively impacted borrowers’ credit while benefiting Wells Fargo financially.

Dechert Advises Bank of America and Wells Fargo on Landmark $3.5 Billion CMBS Loan for Rockefeller Center.

Dechert has advised Bank of America and Wells Fargo through the issuance of $3.5 billion commercial mortgage-backed security (CMBS) loan to Tishman Speyer to refinance the iconic Rockefeller Center complex in New York. This loan marks the largest CMBS ever granted for a single office property.

Rockefeller Center, which spans 7.3 million square feet, has stood for over 90 years and has recently undergone significant redevelopment as part of a major modernization initiative.

The renovation has enhanced the 13-building complex, introducing more dining options, attractions, and amenities for visitors and tenants alike. Rockefeller Center is located in midtown Manhattan between Fifth and Sixth avenues and is noted for an ice-skating rink, and the annual lighting of the Rockefeller Center Christmas Tree.

Tishman Speyer, which co-owns Rockefeller Center alongside investment firm Henry Crown & Co, plans to use the loan to refinance the existing $1.7 billion CMBS loan, which is set to mature in May 2025, as well as to address additional mezzanine financing needs. The remaining funds will be allocated to cover rents and services for tenants and landlords, with $179.8 million in equity slated to be returned to investors.

"We are proud of our stewardship of Rockefeller Center. The lending market’s overwhelming response speaks volumes about the success of our redevelopment and their confidence in top performing assets." stated Rob Speyer, CEO of Tishman Speyer.

Dechert LLP is a global law firm headquartered in Pennsylvania. The firm provides counsel to asset managers, financial institutions, and corporations on essential business and capital management issues, ranging from high-stakes litigation to complex transactions and regulatory matters.

Related: The Top Paying Law Firms of 2024

 

Data from the Bureau of Labor Statistics revealed an initial 1,176,600 legal services sector jobs last month, up 3.5% year over year. This figure had climbed steadily since October, when employment in the sector first exceeded its historical peak of 1,165,300 jobs in February 2020, before the coronavirus pandemic swung into full force. 

The legal sector’s employment count includes lawyers, paralegals, and other legal professionals. As large law firms come under pressure to keep up with work from corporate clients, many of these professionals are in noticeably high demand. 

In 2021, client demand for legal services was up 6.5% on average amongst the 130 large and regional law firms that were surveyed by Wells Fargo Private Bank’s Legal Speciality Group. 

Commenting on the factors that contributed to the surge in legal employment, John Cashman, president of Major, Lindsey & Africa said, "The demand for high-end legal services has never been higher, and the shortage of associates has never been reduced.”

"There's no good reason that'll slow down when it comes to demand for services,” Cashman said.

Forbes is warning to ‘quit Facebook before it inevitably accesses your banking data’ following reports from the Wall Street Journal alleging that Facebook has spent the last year in touch with banks such as JPMorgan & Wells Fargo in pursuit of its users’ banking data.

As a result, investors bled the social media giant of $120 billion. Banks haven’t budged and it’s unknown whether banks in Europe are also being asked to partner with Facebook. Other reports also indicate both Amazon and Google have also in the past pursued relationships with their users’ banks, for the end purpose of gathering banking data.

This week Lawyer Monthly hears from two top experts in the field who provide their thoughts on the dubious circumstances of these reports and the future fragility of consumer data and security.

Dan Goldstein, President, Page 1 Solutions, LLC:

The timing of the news that Facebook has been asking banks to share their customers’ financial data with on its Messenger platform is troubling coming so close on the heels of the Cambridge Analytica scandal as well as the subsequent privacy issues for Facebook.

While Facebook has started to make some changes to prevent malicious actors from using its platform to influence voters and access confidential information, the idea that it would ask banks to give it access to customers’ private financial records makes you wonder if Facebook really understands the significance of the issue.

Not only is Facebook’s apparent tone deafness to privacy issues a PR nightmare, it may result in legal liability as well.

At a minimum, Facebook should take a step back and make sure that it has fully addressed the problem of data privacy and data security before asking financial institutions, let alone consumers, to trust it with private customer account records.

Looking beyond Facebook in this matter, any bank that agrees to this data sharing arrangement is begging for a major PR problem, something Wells Fargo and other major banks already have to address.

Beyond the PR issues, Facebook’s lack of interest in protecting its users’ privacy (to say nothing of bank customers’ privacy) may well land it in legal hot water. The European Union’s GDPR regulations and the California Consumer Privacy Act (which will be enforceable in 2020), both pose the risk of state regulatory action. Beyond that, the likelihood of a spate of civil lawsuits from consumers who have had their private data accessed by malicious actors is almost certain unless Facebook actively and publicly takes clear steps to protect user privacy.

Adam Levin, Founder, CyberScout:

Facebook tried to partner with Netflix to share user video streaming choices as well as recently watched shows with friends in direct violation of a little-known privacy regulation called the Video Privacy Protection Act of 1988 (VPPA). Partnering with other industries without doing their homework regarding the regulatory consequences is reckless, and also, sadly, typical of Facebook.

Banks are not sufficiently mobile smart phone app based. By 2022, millenninials will make up 44% of the labour market [1], they are app users. Nearly a quarter of millenninials cite a lack of a mobile app as the main barrier to bank engagement [2] and that they are three times more likely to open a new account with their phone than in person [3] and suddenly the opportunity for Facebook with its integrated communication properties like Messenger and WhatsApp should be apparent.

This may represent Facebook’s approach to capturing a share of the mobile pay market in a "device agnostic” way with no need of Apple or Google pay systems. They have the advantage of being already built in to what users are doing on their phone rather than a separate app. While Messenger has enabled digital payments since 2015, it is still limited to: (a) a few geographies like the US, UK & France (b) debit cards only (c) peer to peer payments (no payment to businesses).

Why wouldn't Facebook want to move into different verticals like financial services? But consumer privacy and security should not be collateral damage.

[1] http://www.fico.com/en/node/8140?file=8406

[2] http://www.fico.com/en/node/8140?file=8406

[3] http://www.nielsen.com/us/en/insights/reports/2015/millennials-in-2015-financial-deep-dive.html

If you would like to voice Your Thoughts on this matter, feel free to do so in the comment box below and let us know what you think!

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