Simpson Thacher is representing an investor group led by Siris Capital Group, LLC in connection with its acquisition of TNS, Inc. (NYSE: TNS) for $21.00 per share in an all-cash deal valued at approximately $862 million including the refinancing of debt. The merger is expected to close during the first quarter of 2013 following a 30-day go-shop period, pending shareholder approval, regulatory approvals and customary closing conditions.

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Simpson Thacher represented MDC Partners Inc. (“MDC”) in connection with a Rule 144A/Regulation S offering of $80 million aggregate principal amount of its 11% Senior Notes due 2016, fully and unconditionally guaranteed by all of its wholly owned subsidiaries. The initial purchasers were led by J.P. Morgan Securities LLC. The notes were issued as additional notes under an existing indenture, pursuant to which MDC issued $225 million, $65 million and $55 million aggregate principal amount of 11% Senior Notes due 2016 in October 2009, May 2010 and April 2011, respectively. The notes offering closed on December 10, 2012.

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The Firm is representing Ingersoll-Rand plc (NYSE:IR) in connection with its announced plan to spin-off its commercial and residential security businesses (“the new security company”). The separation will result in two standalone companies. The spin-off is intended to be tax free to shareholders and expected to be completed in approximately 12 months. The new security company is expected to have annual revenues of approximately $2 billion on a pro forma basis based on 2011 revenues. The completion of the spin-off is subject to certain customary conditions and final approval of the transactions contemplated by the spin-off, as may be required under Irish law.

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The Firm recently represented Sirius XM Radio Inc. (SiriusXM) in connection with the entering into of a new five-year, $1,250,000,000 senior secured revolving credit facility.

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A123 Systems, Inc., a developer and manufacturer of advanced Nanophosphate® lithium iron phosphate batteries and systems, announced that it has reached agreement on the terms of an asset purchase agreement with Wanxiang America Corporation through which Wanxiang would acquire substantially all of A123’s assets for $256.6 million.

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International law firm Dechert LLP announced today that Andrew Hulsh has joined the firm as a corporate partner in New York. Hulsh was most recently a partner at Mayer Brown LLP, where he was co-leader of the firm’s North American private equity practice.

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Darren Traub has joined Akerman Senterfitt as a shareholder within its Litigation Practice Group and will be based in the firm’s New York office.

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The Firm represented affiliates of The Carlyle Group in connection with a series of transactions relating to the retail portion of 666 Fifth Avenue in New York City. On December 6, 2012, a Carlyle led investor group closed on a $707 million sale of the remaining retail condominium unit owned by Carlyle to affiliates of Vornado Realty Trust. The retail condominium unit that was sold is currently occupied by Hollister (an Abercrombie & Fitch brand), Uniqlo and Swatch.

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The Firm recently represented Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as initial purchasers, in connection with a US$300 million international offering of 5.125% Senior Notes due 2022 by CFR Pharmaceuticals S.A. and certain of its subsidiaries. The offering was made to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The net proceeds from the offering is expected to finance part of the purchase price for CFR’s acquisition of Laboratorio Franco Colombiano Lafrancol S.A.S.

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Shearman & Sterling is advising long-time client Bunge Limited in connection with the sale of its Brazilian fertilizer business, including blending facilities, brands and warehouses, for $750 million in cash to Yara International ASA.

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