Simpson Thacher represented the initial purchasers, led by J.P. Morgan Securities LLC, in connection with Deluxe Corporation’s (“Deluxe”) offering of $200.0 million aggregate principal amount of 6.000% Senior Notes due 2020 pursuant to Rule 144A and Regulation S. The proceeds from the notes offering were used to fund a cash tender offer for any or all of Deluxe’s outstanding $200.0 million 7.375% Senior Notes due 2015. Simpson Thacher also represented J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC in their capacity as dealer managers in the concurrent tender offer.

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The Firm represented underwriters in 18 public offerings of debt securities by KfW in 2012:

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Davis Polk advised Ingram Micro Inc. in connection with a designation of additional commitments under its revolving senior unsecured credit facility in an aggregate principal amount of $190 million, increasing total commitments under the facility to $940 million. The Bank of Nova Scotia served as administrative agent. U.S. Bank National Association, PNC Bank National Association, Sumitomo Mitsui Banking Corporation and Morgan Stanley Bank are providing the additional commitments. Ingram Micro will use the proceeds for general corporate purposes.

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Davis Polk is advising ConAgra Foods, Inc. on its acquisition of Ralcorp Holdings, Inc., valued at approximately $6.8 billion, including the assumption of Ralcorp debt. The agreement has been approved by the boards of directors of both companies and is subject to customary regulatory approvals. The transaction is expected to close by March 31, 2013.

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Davis Polk advised Morgan Stanley & Co. LLC in connection with a variable maturity accelerated share repurchase transaction it entered into with BMC Software, Inc., under which BMC will repurchase $750 million of its common stock. The total number of shares to be repurchased will be determined over a period that is expected to last no longer than approximately seven months.

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In the largest real estate deal this year, Morrison & Foerster LLP is representing leading residential real estate investment trust Equity Residential (NYSE: EQR) in a joint agreement with AvalonBay Communities to acquire a vast portfolio of U.S. apartment properties owned by Archstone. Equity Residential and AvalonBay are acquiring the portfolio from the Lehman Brothers estate for approximately $16 billion. The deal marks the largest real estate transaction since Blackstone Group’s $26 billion acquisition of Hilton Worldwide Inc. in 2007.

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Shearman & Sterling advised Jefferies Finance LLC, as administrative agent, collateral agent, sole lead arranger and bookrunner, in connection with a $355 million refinancing and one-time dividend transaction, comprised of a $220 million first lien term loan, a $25 million first lien revolver, and $110 million second lien term loan facility, for P2 Energy Solutions, Inc., a portfolio company of Vista Equity Partners which provides software and data services to the upstream oil and gas industry.

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