On August 30, 2012, Validus Holdings, Ltd. (“Validus”) and Flagstone Reinsurance Holdings, S.A. (“Flagstone”) announced that the boards of directors of both Validus and Flagstone have approved a definitive merger agreement pursuant to which Validus will acquire all the issued and outstanding shares of Flagstone. Cravath represented Flagstone in connection with this transaction. Under the terms of the agreement, Flagstone shareholders will receive, for each Flagstone share, 0.1935 Validus voting common shares and $2.00 in cash.

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Simpson Thacher is representing Goodman Global Group, Inc. and its controlling shareholders, investment funds affiliated with Hellman & Friedman LLC, in connection with Goodman Global’s pending $3.7 billion sale to Daikin Industries, Ltd. Goodman Global is a leading North American manufacturer of heating, ventilation and air conditioning products for residential and light commercial use. The transaction is subject to customary closing conditions, and is expected to close in the fourth quarter of 2012. Terms of the transaction were not disclosed.

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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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