Davis Polk advised Digicel Group Limited on a Rule 144A/Regulation S offering of $1.5 billion of 8.25% senior notes due 2020 and a concurrent cash tender offer by Digicel for any and all of its $415 million aggregate principal amount of outstanding 9.125% / 9.875% senior toggle notes due 2015 and $1 billion aggregate principal amount of outstanding 8.875% senior notes due 2015. The tender offer consideration was funded from the net proceeds of the offering.

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Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint book-running managers in connection with the offering of 4,025,000 shares of Class A common stock of Genesee & Wyoming Inc. (including 525,000 shares from the full exercise of the underwriters’ over-allotment option), of which 233,996 shares were offered by a selling stockholder who is the Chairman of the company’s board of directors, and the offering of 2,300,000 5% tangible equity units of Genesee & Wyoming Inc. (including 300,000 tangible equity units from the full exercise of the underwriters’ over-allotment option). The net proceeds from the Class A common stock offering were approximately $233.4 million and the net proceeds from the tangible equity units offering were approximately $221.6 million, resulting in total net proceeds of approximately $455 million. Genesee & Wyoming Inc. intends to use the net proceeds from the concurrent offerings to partially fund its pending acquisition of RailAmerica Inc.

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Cahill represented J.P. Morgan, Deutsche Bank Securities, and Wells Fargo Securities as joint book-running managers and the co-managers in connection with the Rule 144A offering of $325,000,000 aggregate principal amount of 7.375% Senior Notes due 2017 by Ladder Capital Finance Holdings LLP and Ladder Capital Finance Corporation.

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Shearman & Sterling represented the underwriters (led by RBS Securities Inc.) in connection with The Royal Bank of Scotland Group plc’s global offering of $2.0 billion of 2.550% Senior Notes due 2015.

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Cravath represented the initial purchasers, led by J.P. Morgan Securities, in connection with the US$600 million Rule 144A/Reg. S offering of NCR Corporation’s 5.0% senior notes due 2022. NCR is a global technology company with services that span more than 100 countries. The transaction closed on September 17, 2012.

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The Firm represented the initial purchasers, led by J.P. Morgan and Wells Fargo Securities, in connection with an offering by Forest Oil Corporation of $500 million of 7 ½% Senior Notes due 2020 pursuant to Rule 144A and Regulation S.

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Cahill represented BofA Merrill Lynch, Deutsche Bank Securities, RBS, and SMBC Nikko as joint book-running managers and the co-managers in connection with the Rule 144A/Reg S offering of $1,000,000,000 aggregate principal amount of 6.75% Senior Notes due 2020 by MGM Resorts International. Proceeds from the offering will be used to refinance existing indebtedness.

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Sutherland Asbill & Brennan LLP is pleased to announce that Ronald W. Zdrojeski has joined the firm’s New York office as a partner in the Litigation Practice Group. A commercial litigator and trial attorney with nearly 30 years of experience, Mr. Zdrojeski has litigated in 48 of the 50 states. His extensive experience defending businesses in complex litigation includes class action, trade secret, intellectual property, environmental and maritime litigation.

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Holland & Knight welcomes new partner Mark A. Flessner, a well-known white collar lawyer with more than 25 years of experience, to its Chicago Litigation Practice Group. A former assistant United States attorney in Chicago, Mr. Flessner counsels clients on the litigation risks arising from government investigative actions, whether criminal, civil or regulatory.

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Caplin & Drysdale announced today that Elan P. Keller has joined the firm as a member in its New York office. Mr. Keller will be part of the Corporate, Business & Transactional Tax, International Tax, and Tax Controversies practice groups. He was previously a Managing Director and Tax Director of Macquarie Holdings (USA) Inc. (“Macquarie”), where he oversaw Macquarie Americas’ diverse structural and transaction-based initiatives from a tax perspective, including matters relating to domestic and international M&A; infrastructure and leasing transactions; structured finance and capital markets transactions; transfer pricing; fixed income; and oil, gas, energy, and natural resource transactions.

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