Shearman & Sterling advised the joint lead arrangers and joint bookrunners in connection with a refinancing and one-time dividend for SumTotal Systems Inc., a portfolio company of private equity sponsor Vista Equity Partners, comprised of a $370 million first lien term loan, a $30 million revolving credit facility and a $140 million second lien term loan.

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Simpson Thacher represented the initial purchasers, led by J.P. Morgan Securities LLC, in the sale of an aggregate principal amount of $500 million 6.25% Senior Notes due 2022 of New Gold Inc., a British Columbia corporation (“New Gold”). The offering was conducted as a private offering in reliance upon Rule 144A and Regulation S. The notes are guaranteed by certain of New Gold’s direct and indirect subsidiaries. The transaction closed on November 14, 2012. The Firm also worked on an offering by New Gold of $300 million of 7.00% Senior Notes due 2020 earlier this year.

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Simpson Thacher & Bartlett LLP announced today that Joe Wayland has returned to the Firm as a Partner in the Litigation Practice. Mr. Wayland most recently served as the Acting Assistant Attorney General of the U.S. Department of Justice’s Antitrust Division, where he oversaw all of the Division’s criminal and civil matters and led the Division in achieving several major litigation victories.

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As reported in Businessweek, Financial Times, The New York Times “Dealbook” and Reuters, Paul, Weiss client Reckitt Benckiser Group PLC (Reckitt Benckiser) announced that it will commence a tender offer on November 16 to acquire all of the outstanding shares of Schiff Nutrition International, Inc. (Schiff), a leading provider of branded vitamins, nutrition supplements and nutrition bars, for $42.00 per share in cash for the value of $1.4 billion. Reckitt Benckiser’s offer is not dependent on financing as the purchase will be funded from existing facilities.

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Davis Polk advised Goldman, Sachs & Co. and Barclays Capital Inc., as representatives of the underwriters, in connection with the SEC-registered offering of 23 million shares of common stock of MRC Global Inc. sold by PVF Holdings LLC, an entity controlled by funds affiliated with Goldman, Sachs & Co. The shares of common stock sold in the offering include shares sold pursuant to the underwriters’ fully exercised option to purchase additional shares. The common stock is listed on the New York Stock Exchange under the symbol “MRC.” Funds affiliated with Goldman, Sachs & Co. controlled approximately 77% of MRC prior to the offering and control approximately 55% of MRC after the offering.

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Cahill represented Wells Fargo Securities, Credit Agricole CIB, Credit Suisse, J.P. Morgan, and RBC Capital Markets as joint book-running managers and the co-managers in connection with the Rule 144A/Reg S offering of $150,000,000 aggregate principal amount of 7.625% Senior Notes Due 2022 by Chaparral Energy, Inc.

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Global law firm White & Case LLP has acted for Qatar Holding LLC (“QH”), the direct and strategic investment arm of the Qatar Investment Authority, on two recent transactions including QH’s acquisition of a stake in media investment company The Chernin Group (“TGC”) and the establishment of an asset management joint venture between QH and Credit Suisse.

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Simpson Thacher recently represented Aeropuertos Dominicanos Siglo XXI (Aerodom), which is controlled by affiliates of private equity firm Advent International, in the offering of $550 million aggregate principal amount of 9.250% Senior Secured Notes due 2019. The notes are unconditionally guaranteed by Latin American Airports Holdings Ltd. (LAAH), Aerodom’s parent, and other intermediate holding companies. This offering represents the largest ever bond transaction by a Dominican corporate issuer.

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Chadbourne represented J.P. Morgan as sole initial purchaser in connection with a $550 million senior secured bond offering for Aeropuertos Dominicanos Siglo XXI, S.A., the principal airport concessionaire in the Dominican Republic. The bonds are guaranteed by Latin American Airports Holdings Ltd., a Bermuda company whose other principal subsidiary is Imobiliaria Fumisa, S.A. de C.V., a Mexican company that owns the master lease at the Mexico City airport’s Terminal 1, as well as certain of its subsidiaries. Latin American Airports Holdings Ltd. is 86% owned by funds managed by affiliates of Advent International, one of the world’s leading private equity firms.

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Shearman & Sterling represented Morgan Stanley & Co. LLC (Global Coordinator), Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the initial purchasers in connection with AbbVie Inc.’s Rule 144A offering of $14.7 billion of senior notes in six tranches (including a tranche sold primarily by Morgan Stanley, as selling noteholder, in connection with a debt for debt exchange with Abbott), representing the largest-ever dollar-denominated debt issue in the high-grade market. Following several months of preparation, the deal was executed in a single day on Monday November 5, 2012 following a week of financial market disruption associated with Hurricane Sandy.

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