Simpson Thacher is representing Oak Hill Capital Partners (“Oak Hill Capital”) in its investment in SWS Group, Inc. (“SWS Group”).  Oak Hill Capital and another investor, Hilltop Holdings Inc. (“Hilltop”), each agreed to invest in SWS Group through a $50 million loan, and SWS Group agreed to issue each of Hilltop and Oak Hill Capital a warrant to purchase common shares of SWS Group.

Ballard Spahr is representing Cephalon, Inc. (Nasdaq: CEPH) in its acquisition of Gemin X Pharmaceuticals, Inc., for $225 million in an all-cash deal that augments Cephalon’s portfolio of cancer therapeutics. Cephalon will pay up to an additional $300 million upon the achievement of certain regulatory and sales milestones. The companies have signed a definitive merger agreement. Closing is subject to customary closing conditions.

Ballard Spahr is representing Cephalon, Inc. (Nasdaq: CEPH) in its acquisition of Gemin X Pharmaceuticals, Inc., for $225 million in an all-cash deal that augments Cephalon’s portfolio of cancer therapeutics. Cephalon will pay up to an additional $300 million upon the achievement of certain regulatory and sales milestones. The companies have signed a definitive merger agreement. Closing is subject to customary closing conditions.

International law firm Clifford Chance has advised Shell on its sale of the 272,000 barrel-per-day refinery at Stanlow, the UK’s second largest, to Essar Energy plc for an expected amount of approximately $1.3bn (including inventory).

Wragge & Co has advised new client Lyceum Capital on the £50 million acquisition of Access UK.

Davis Polk is advising the special committee of GSI Commerce, Inc.’s board of directors in connection with the company’s approximately $2.4 billion acquisition by eBay Inc. As part of the transaction, eBay will sell 100% of GSI’s licensed sports merchandise business and 70% of ShopRunner and Rue La La to a newly formed holding company, which will be led by GSI founder and CEO Michael Rubin. The transaction is expected to close in the third quarter of 2011. 

Davis Polk advised Limited Brands, Inc. in connection with its SEC-registered offering of $1 billion aggregate principal amount of 6.625% notes due 2021 guaranteed by certain subsidiaries. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as joint book-running managers for the underwriters. 

Davis Polk is advising Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse AG and Credit Suisse Securities (USA) LLC as lead arrangers of a £3.6 billion unsecured, investment-grade bridge facility to PPL Capital Funding, Inc. and PPL WEM Holdings plc, wholly owned subsidiaries of PPL Corporation, in connection with its acquisition of all of the equity interests of Central Networks Limited and Central Networks East plc, wholly owned subsidiaries of E.ON UK plc. These utilities serve about 5 million customers in the United Kingdom. 

Baker & McKenzie – CIS, Limited announced that it advised Brown-Forman Corporation on a complex project for the distribution of Brown-Forman’s portfolio of beverage brands in the Russian market through Coca-Cola Hellenic Bottling Company Eurasia.

Paul, Hastings, Janofsky & Walker LLP, a leading global law firm, announced today that the firm is representing leading ambulance and private fire protection services company Rural/Metro Corporation on its acquisition by global private equity firm Warburg Pincus.