Davis Polk advised Goldman Sachs & Co., Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as dealer managers in connection with a Rule 144A/Regulation S exchange offer by Education Management LLC and Education Management Finance Corp. Upon settlement of the exchange offer, Education Management LLC and Education Management Finance Corp. issued approximately $200.8 million aggregate principal amount of senior cash pay/PIK notes due 2018 which, together with approximately $168.7 million in cash consideration, were exchanged for certain of their outstanding 8.75% senior notes due 2014. The notes issued in the exchange offer are guaranteed by Education Management Corporation, the parent company of the issuers, and all of Education Management Corporation’s existing direct and indirect domestic restricted subsidiaries, other than any subsidiary that directly owns or operates a school or has been formed for such purpose and has no material assets.

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Morrison Cohen has advised the Government of India in the recent international selldown of its majority stake in Oil India Limited, the Indian oil exploration and production group, from approximately 78% of the company to approximately 68%. The sale generated approximately $585 million in proceeds.

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Cahill represented JPMorgan Chase Bank as administrative agent and J.P. Morgan Securities, UBS Securities and Wells Fargo Securities as lead arrangers in connection with the $885,000,000 credit facility, comprised of a $630,000,00 Term B loan facility and a $255,000,00 revolving credit facility, for Cedar Fair, L.P. and its wholly owned subsidiaries Magnum Management Corporation and Canada’s Wonderland Company.

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On March 4, Radian Group Inc. announced that it has completed its concurrent public offerings of 39.1 million shares of Common Stock and $400 million principal amount of Convertible Senior Notes due 2019. Willkie represented the underwriters, led by joint bookrunning managers Morgan Stanley & Co. LLC and Goldman, Sachs & Co., with co-managers, Dowling & Partners Securities, LLC, Keefe, Bruyette & Woods, Inc., Macquarie Capital (USA) Inc. and Wells Fargo Securities, LLC, with respect to the Common Stock offering, and Keefe, Bruyette & Woods, Inc., with respect to the Convertible Notes offering.

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The Firm recently represented Education Management Corporation in a private exchange offer by its indirect subsidiaries Education Management LLC and Education Management Finance Corp., in which they exchanged approximately $361 million aggregate principal amount of their 8.75% Senior Notes due 2014 for (i) approximately $201 million aggregate principal amount of new Senior Cash Pay/PIK Notes due 2018 and (ii) approximately $160 million of cash.

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The Firm recently represented J.P. Morgan Securities LLC, as lead arranger, in an amendment and restatement of the First Lien Credit Agreement of Web.com Group, Inc. (“Web.com”), which amendment and restatement repriced the loans thereunder and increased the revolving facility thereunder to $70 million and the term loan facility thereunder to $660 million (the proceeds of which were used to repay Web.com’s second lien term loan in full).

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