Shearman & Sterling is advising long-time client Anglo American in its agreement with Corporación Nacional del Cobre de Chile (Codelco) to form a new partnership in respect of certain of Anglo American’s copper interests in Chile, known as Anglo American Sur. Anglo American and Codelco, with assistance from their respective partners, Mitsubishi and Mitsui, have settled their respective claims in relation to the Anglo American Sur option agreement and have agreed to a sale of a 29.5% interest in Anglo American Sur to a Codelco and Mitsui joint venture company for approximately $2.8 billion.

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Shearman & Sterling represented Synthes, Inc. and its Board of Directors in Delaware Chancery Court in connection with the $19.7 billion acquisition of Synthes by Johnson & Johnson, obtaining from Chancellor Leo Strine a motion to dismiss plaintiffs’ second amended class action complaint with prejudice.

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Davis Polk advised Morgan Stanley & Co. LLC as the sole book-runner on a $258 million SEC-registered offering of 25,800,000 shares of common stock of Molycorp, Inc. (Molycorp), of which 12,000,000 shares were offered and sold by Molycorp and 13,800,000 shares are being loaned by Molycorp to Morgan Stanley Capital Services LLC under a share lending agreement. Davis Polk also advised Morgan Stanley Capital Services LLC as the share borrower in connection with the share lending agreement.

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Cahill represented Citigroup Global Markets Inc. as lead initial purchaser and the other initial purchasers in connection with the Rule 144A/Reg S offering of $750,000,000 aggregate principal amount of 9% Senior Secured Notes by an escrow subsidiary to be assumed by Caesars Entertainment Operating Company, Inc. Upon release from escrow, proceeds from the offering were used to refinance existing indebtedness.

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The Firm represented the underwriters, led by J.P. Morgan, Morgan Stanley and RBC Capital Markets, in a public offering of $250 million of 6.25% Senior Notes due 2042 by Domtar Corporation. The Notes are guaranteed by certain subsidiaries of Domtar Corporation.

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Cahill represented Deutsche Bank as administrative agent and Deutsche Bank and Barclays Bank as lead arrangers in connection with the $340,000,000 credit facility comprised of a $300,000,000 Term B loan and a $40,000,000 revolving credit facility for Seven Seas Cruises S. de R.L. and SSC Finance Corp. Proceeds from the facilities will be used to refinance existing indebtedness and for general corporate purposes.

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Veteran bankruptcy and restructuring attorney Gerald Bender has joined Lowenstein Sandler as a Member of the Firm in its Bankruptcy, Financial Reorganization & Creditors’ Rights Department.

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The Firm represented the underwriters, led by Credit Suisse, Deutsche Bank Securities, J.P. Morgan and RBS, as joint book-running managers, in connection with an offering by Philip Morris International Inc. of $750 million of 1.125% Notes due 2017, $750 million of 2.500% Notes due 2022 and $750 million of 3.875% Notes due 2042. The notes were sold in a public offering and will be listed for trading on the New York Stock Exchange.

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Simpson Thacher acted as U.S. counsel for the underwriters, led by Scotia Capital Inc. and Morgan Stanley & Co. LLC, as joint bookrunners, in connection with an offering of CAD$250 million aggregate principal amount of 8.25% Senior Secured Notes due 2017 issued by Postmedia Network Inc. (“Postmedia”). The Notes are guaranteed by Postmedia Network Canada Corp., Postmedia’s parent. Postmedia is the largest publisher by circulation of paid English-language daily newspapers in Canada, representing some of the country’s oldest and best known media brands.

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Davis Polk advised Warner Chilcott plc on its $1 billion leveraged recapitalization. Under this recapitalization, subsidiaries of Warner Chilcott borrowed $600 million of term loans under an amendment to its secured credit facility. Proceeds of the financings together with cash on hand will be used to fund a special one-time cash dividend of $4.00 per share, or approximately $1 billion in the aggregate.

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