Simpson Thacher represented MDC Partners Inc. (“MDC”) in connection with a Rule 144A/Regulation S offering of $550,000,000 aggregate principal amount of its 6.75% Senior Notes due 2020, fully and unconditionally guaranteed by all of its existing and future subsidiaries that guarantee its senior secured credit facility. MDC used the net proceeds of the offering to redeem all $425 million aggregate principal amount of its 11% senior notes due 2016, to pay accrued interest, related premiums, fees and expenses. Any remaining net proceeds will be used for general corporate purposes, including funding of deferred acquisition consideration. Simpson Thacher also represented MDC and certain of its subsidiaries in connection with the entry into an amended and restated $225,000,000 senior secured revolving credit facility. The notes offering and credit facility closed on March 20, 2013.

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Davis Polk advised Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Simmons & Company International, Jefferies LLC and Wells Fargo Securities, LLC as joint book-running managers for the several underwriters in connection with the SEC-registered secondary offering of 9,775,000 shares of common stock of U.S. Silica Holdings, Inc., which includes 1,275,000 shares of common stock purchased by the underwriters pursuant to their additional share purchase option.

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Davis Polk advised J.P. Morgan Securities LLC as sole book-running manager and representative of the underwriters of a $149 million SEC-registered offering of 1,725,000 shares of common stock of HeartWare International, Inc., including 225,000 shares from the exercise of the underwriters’ over-allotment option. Canaccord Genuity Inc., Credit Suisse Securities (USA) LLC and Lazard Capital Markets LLC acted as co-managers of the offering. The common stock is listed on the Nasdaq Global Market under the symbol “HTWR.”

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Akin Gump Strauss Hauer & Feld LLP represented Apollo Global Management, LLC and Apollo portfolio company SourceHOV, in a merger agreement with an affiliate of Citi Venture Capital International. As a result of the merger, Apollo’s ownership will be converted into the right to receive cash, and its co-investor, HOVS LLC, an affiliate of India-based HOV Services Limited, will roll its equity holdings. Other holders will be entitled to elect to receive cash or stock. Terms of the deal were not disclosed.

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