Davis Polk – TIBCO Software $600 Million Convertible Senior Notes Offering

Davis Polk advised Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several initial purchasers on a Rule 144A offering by TIBCO Software Inc. of $600 million aggregate principal amount of its 2.25% convertible senior notes due 2032, which included $75 million aggregate principal amount of notes from the full exercise of the initial purchasers’ over-allotment option.

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Tags:  Davis Polk & Wardwell LLP

Davis Polk – Qualicorp S.A. Secondary Offering

Davis Polk advised Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bradesco Securities, Inc. and Goldman, Sachs & Co. as joint bookrunners on the Rule 144A/Regulation S secondary offering of shares of Qualicorp S.A. The selling shareholders sold an aggregate of 45,972,391 common shares for a total of approximately $410 million.

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Tags:  Davis Polk & Wardwell LLP | Sao Paulo

Covington Advises SandRidge on Royalty Trust IPO

SandRidge Mississippian Trust II announced today the closing of its initial public offering of 29.9 million common units, including 3.9 million common units sold pursuant to the exercise of the underwriters’ over-allotment option, representing a 60 percent beneficial interest in the Trust. SandRidge Energy, Inc., as sponsor of the Trust, owns approximately 7.4 million common units and approximately 12.4 million subordinated units convertible into common units. Covington advised SandRidge Energy in the transaction.

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Ropes & Gray Advises Russian Standard Corporation in Strategic Alliance with CEDC

Ropes & Gray is representing Russian Standard Corporation (with its affiliated companies, “Russian Standard”), a leading private company in Russia with business interests in premium vodka, spirits distribution, banking and insurance, in entering into a strategic alliance with Central European Distribution Corporation (Nasdaq: CEDC). The parties have signed definitive agreements that provide for an initial investment by Russian Standard of US$100,000,000 in CEDC through the purchase of a combination of newly issued shares of CEDC common stock and exchangeable notes (exchangeable into common shares of CEDC following shareholder approval) to be issued by CEDC. In addition, Russian Standard has agreed to purchase up to US$210,000,000 principal amount of newly issued, unsecured CEDC senior notes due July 31, 2016 at a blended interest rate of 6.00%. The proceeds of these investments will be used to retire CEDC’s 3.00% Senior Convertible Notes due 2013.

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