Davis Polk – DIRECTV Holdings $2.5 Billion Revolving Credit Facilities

Davis Polk advised Citigroup Global Markets, Inc. and Barclays Capital as active joint lead arrangers in connection with a $1 billion 3.5-year unsecured revolving credit facility and a $1.5 billion 5-year unsecured revolving credit facility provided to DIRECTV Holdings LLC. The obligations of the borrower under both credit facilities are guaranteed by DIRECTV and certain of the borrower’s material domestic subsidiaries. The facilities will be used for general corporate purposes.

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Davis Polk – Colombia Telecomunicaciones $750 Million Notes Offering

Davis Polk advised Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC as representatives of the initial purchasers in connection with the debut global offering by Colombia Telecomunicaciones S.A. ESP of $750 million aggregate principal amount of its 5.375% senior notes due 2022. The notes were offered pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933.

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Davis Polk – XPO Logistics, Inc. $125 Million Convertible Senior Notes Offering

Davis Polk advised Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Jefferies & Company, Inc. as joint book-running managers on an SEC-registered offering of $125 million aggregate principal amount of 4.5% convertible senior notes due 2017 of XPO Logistics, Inc. The total proceeds of the offering were approximately $120.3 million.

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Davis Polk – Tempur-Pedic $2.12 Billion Acquisition Financing

Davis Polk is advising Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and bookrunner in connection with $2.12 billion of financing provided to Tempur-Pedic International Inc. for its proposed acquisition of Sealy Corporation. The financing consists of $1.42 billion senior secured term loan facilities, a $350 million senior secured revolving credit facility and a $350 million senior unsecured bridge facility.

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