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.

The Firm recently represented the underwriters, led by J.P. Morgan, Deutsche Bank Securities and Goldman, Sachs & Co., in a public offering of $300 million of 4.40% Senior Notes due 2020 by Domtar Corporation.  The Notes are guaranteed by certain subsidiaries of Domtar Corporation.

The Firm recently represented Nielsen Holdings N.V. (“Nielsen”), a portfolio company of AlpInvest Partners, The Blackstone Group, The Carlyle Group, Centerview Partners, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (together, the “Sponsors”) in connection with a secondary offering of 34,500,000 shares of Nielsen’s common stock.  The offering closed at a public offering price of $30.25 per share, resulting in gross proceeds to the Sponsors of approximately $1.0 billion.