International law firm Milbank, Tweed, Hadley & McCloy LLP, led by Global Securities partner Arnold Peinado, III and Transportation and Space partner Elihu Robertson, acted as US counsel to the underwriters in a $892 million public offering of enhanced equipment trust certificates (“EETCs”) by Continental Airlines, Inc.  Continental sold $753,035,000 aggregate face amount of 4.150% Pass Through Certificates, Series 2012-1A and $139,103,000 aggregate face amount of 6.250% Pass Through Certificates, Series 2012-1B.  Continental will use the proceeds of the offering to purchase 18 new Boeing aircraft scheduled for delivery in 2012 (including four Boeing 787-8 Dreamliner aircraft and 14 Boeing 737-900ER aircraft) and to finance three Boeing 737-900ER aircraft acquired by Continental in 2009.

Simpson Thacher is representing J.P. Morgan Securities LLC, RBC Capital Markets and Barclays Capital as lead arrangers for the financing of the acquisition by a group of investors, including Vincent Smith and Insight Venture Management, LLC, of Quest Software Inc.  The financing will consist of an $820 million term loan and a $75 million revolving credit facility and $300 million from the issuance of senior unsecured notes.

The Firm is representing Tyco International Ltd (“Tyco”) in connection with the announced stock-for-stock merger of its flow control business with Pentair, Inc. in a transaction valued at approximately $10 billion.  The combination of Tyco Flow Control and Pentair, structured as a Reverse Morris Trust transaction, will create a diversified industrial growth company with leading positions in water and fluid solutions, valves and controls, and equipment protection products and 2012 pro forma revenues of approximately $7.7 billion.  Immediately following the transaction, the combined entity, which will be named Pentair, will be owned 52.5% by former Tyco shareholders and 47.5% by Pentair shareholders.  The transaction follows Tyco’s previously announced plan to spin-off its flow control business into an independent, publicly traded company.

Davis Polk advised Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as dealer managers in connection with a cash tender offer by Wyndham Worldwide Corporation to purchase up to $650 million aggregate principal amount of any and all of its outstanding 9.875% senior notes due 2014, and up to a maximum tender amount of its 6.00% senior notes due 2016 and 7.375% senior note due 2020.