Shearman & Sterling represented Citigroup Global Markets Inc., Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as joint book-running managers, in connection with a Rule 144A/Regulation S offering of $250 million aggregate principal amount of 6.875% Senior Secured Notes due 2017 and an add-on offering of $600 million aggregate principal amount of 11.750% Senior Secured Second Lien Notes due 2022 by Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. The offering of second lien notes was an add-on to the issuers’ outstanding $1,150,000,000 million aggregate principal amount of 11.750% Senior Secured Second Lien Notes due 2022.

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Cahill represented BofA Merrill Lynch and KeyBanc Capital Markets as joint book-running managers and Cabrera Capital Markets as co-manager in the Rule 144A/Reg S offering of $260,000,000 principal amount of 11.5% Senior Secured Notes offering by American Gilsonite Company. Proceeds from the offering will be used to refinance existing indebtedness and to pay a dividend.

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Katten Muchin Rosenman LLP today announced that Stephen B. Esko has joined the firm as a partner in its Structured Finance and Securitization Practice out of New York. Esko focuses his practice on residential mortgage-backed securitizations.

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Orrick, Herrington & Sutcliffe LLP announced today that Christina Guerola Sarchio has joined the firm as a partner in its commercial litigation practice. Sarchio joins the firm’s Washington, D.C., and New York offices from Patton Boggs LLP where she served as Co-Chair of the Government Investigations and Litigation Practice Group.

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On August 28, 2012, former FBI Director and federal judge Louis J. Freeh and the lawyers from the law firm of Freeh Sporkin & Sullivan, LLP joined Pepper Hamilton LLP. Pepper also acquired the international risk management firm Freeh Group International Solutions, LLC. This transaction creates a new model for delivering efficient, timely, cost-effective solutions to complex problems for clients around the world.

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The Firm is representing J.P. Morgan Securities LLC as financial advisor to the Board of Directors of Hudson City Bancorp, Inc. in connection with M&T Bank Corporation’s acquisition of Hudson City Bancorp, Inc. Under the terms of the merger agreement, each shareholder will receive, at its election but subject to proration as specified in the merger agreement (which provides for an aggregate split of total consideration of 60% common stock and 40% cash), cash or shares of M&T Bank Corporation. The transaction is valued at approximately $3.7 billion.

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Simpson Thacher represented the underwriters, led by Barclays Capital Inc., UBS Securities LLC and Wells Fargo Securities, LLC, in an offering of $400 million in aggregate principal amount of 6.20% Fixed-to-Floating Rate Subordinated Debentures due 2042 by Reinsurance Group of America, Incorporated (“RGA”).

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The Firm is representing First Reserve Corporation and SK Capital Partners in connection with the proposed acquisition of TPC Group Inc. (Nasdaq: TPCG) by investment funds sponsored by First Reserve and SK Capital for $40 per share. The transaction is valued at approximately $850 million, including net debt. The transaction is subject to the approval of TPC Group’s stockholders, antitrust clearances and other customary closing conditions, and is expected to close in the fourth quarter of 2012.

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On August 22, Willkie client Sunrise Senior Living, Inc. announced that it has entered into a definitive merger agreement under which Health Care REIT, Inc. will acquire all of the outstanding common stock of Sunrise for $14.50 per share in an all-cash transaction valued at approximately $1.9 billion (including debt). The merger is expected to create one of the largest owners of nursing homes in the United States, Canada and Britain. Willkie attorneys assisted Sunrise in connection with the real estate aspects of the merger.

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On August 27, 2012, Hertz Global Holdings, Inc. announced that it has entered into a definitive merger agreement to acquire Dollar Thrifty Automotive Group, Inc. in a transaction with a corporate enterprise value of approximately $2.3 billion. Cravath represented Hertz in this transaction.

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