Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $2 billion aggregate principal amount of 4.1% subordinated notes due 2023. The lead manager for the underwriters was Morgan Stanley & Co. LLC.

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Davis Polk advised underwriters represented by BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC in connection with the offering of $6.5 billion aggregate principal amount of notes issued by Merck & Co., Inc. The notes were offered in six tranches, two floating-rate tranches maturing in 2016 and 2018 and four fixed-rate tranches maturing in 2016, 2018, 2023 and 2043.

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Davis Polk acted as special product counsel for Deutsche Bank Securities Inc. as sole book-running manager and representative of the initial purchasers in connection with a Rule 144A offering by VIVUS, Inc. of $220 million aggregate principal amount of 4.5% convertible senior notes due 2020. In addition, Davis Polk advised Deutsche Bank AG, London Branch as counterparty to a capped call transaction with VIVUS in connection with the convertible notes offering.

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Cahill represented Deutsche Bank Securities and J.P. Morgan as joint book-running managers in connection with the Rule 144A offering of $500,000,000 aggregate principal amount of 4.25% Senior Notes due 2023 by Wynn Las Vegas LLC, and Wynn Las Vegas Capital Corp. Proceeds from the offering will be used to refinance existing indebtedness. Cahill is also represented the dealer managers in connection with the concurrent tender offer to repurchase any and all of Wynn Las Vegas’s 7.875% First Mortgage Notes due 2017.

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In its latest major financings in Latin America, Milbank, Tweed, Hadley & McCloy has advised underwriters in a pair of Costa Rican debt issuances, by the central government and the country’s largest electrical utility. The offerings raised a total of $1.5 billion.

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