On June 4, 2013, IBM announced a definitive agreement to acquire SoftLayer Technologies, Inc., the world’s largest privately held cloud computing infrastructure provider. Financial terms were not disclosed. Cravath represented IBM in connection with this transaction, which is expected to close in the third quarter of 2013 following satisfaction of customary closing conditions including regulatory clearances.

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Cahill represented the administrative agent and the arrangers in connection with the $1,055,000,000 Term B loan for Calpine Construction Finance Company, L.P. Proceeds from the loan will be used to refinance existing indebtedness.

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Akin Gump Strauss Hauer & Feld LLP advised the steering committee of secured lenders of LifeCare Holdings, Inc., and its subsidiaries, one of the largest operators of long-term acute care hospitals in the United States, in connection with the lenders’ acquisition of substantially all of LifeCare’s assets in a sale pursuant to section 363 of the Bankruptcy Code. The lenders served as the stalking horse purchaser through a credit bid transaction worth approximately $320 million plus certain assumed liabilities.

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On June 3, it was announced that Liberty Resources LLC has entered into a definitive agreement to sell oil and gas property in the Bakken to Kodiak Oil & Gas Corp. for $660 million in cash.

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Sheila Birnbaum and Mark Cheffo have joined the firm’s New York office as partners. Sheila, a market-leading mass torts and insurance trial attorney, and Mark, a renowned products liability trial attorney, co-head the firm’s Global Products Liability and Mass Torts Practice.

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Simpson Thacher is representing Lazard Frères & Co. LLC in its role as financial advisor to NV Energy, Inc. (“NV Energy”) in NV Energy’s acquisition by MidAmerican Energy Holdings Company (“MidAmerican Energy”), a subsidiary of Berkshire Hathaway Inc., for approximately $5.6 billion. Under the terms of the merger agreement, holders of NV Energy’s common stock will receive $23.75 in cash for each share of common stock they hold. NV Energy is a holding company which provides a wide range of energy services and products to approximately 2.4 million citizens of Nevada and nearly 40 million tourists annually. MidAmerican Energy is a global provider of energy services, providing electric and natural gas services to more than 7 million customers worldwide.

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The Firm is representing an affiliate of Carlyle Realty Partners V in connection with the announced sale of 650 Madison Avenue, New York City to a joint venture between Crown Acquisitions Inc. and Highgate Holdings Inc. The sale is being reported as the highest per square foot price for an office building ever paid. The 600,000 square foot building is located on Madison Avenue between 59th and 60th Streets and includes 75,000 square feet of retail currently leased by Crate & Barrel and Tods.

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The Firm is representing the Special Committee of the Board of Directors of Clearwire Corporation (NASDAQ: CLWR) in connection with the Special Committee’s review of strategic alternatives available to the Company, including proposals from Sprint Nextel Corporation (NYSE: S) to acquire the remaining shares of Clearwire that Sprint does not already own, which has resulted in an increased merger agreement from Sprint at $3.40 per share, or approximately $2.5 billion for such stake. The Firm is also representing the Special Committee in connection with the recent unsolicited tender offer by DISH Network Corp. (NASDAQ: DISH) to acquire all outstanding common shares of Clearwire at $4.40 per share, subject to certain conditions. The Firm is working with the Special Committee to evaluate the revised merger agreement from Sprint and the tender offer from DISH in order to determine the course of action that the Special Committee believes is in the best interests of Clearwire’s non-Sprint Class A stockholders.

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Simpson Thacher represented Builders FirstSource, Inc. (“Builders FirstSource”), a portfolio company of JLL Partners, Inc. and Warburg Pincus LLC, in connection with its Rule 144A and Regulation S offering of $350 million aggregate principal amount of 7.625% Senior Secured Notes due 2021. Builders FirstSource used proceeds from the offering, together with cash on hand, to (i) redeem its outstanding second priority senior secured floating rate notes due 2016, (ii) repay in full and terminate its existing credit facility and (iii) pay the related fees and expenses.

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Day Pitney is pleased to announced that James P. Carlon has rejoined the firm, as partner in the Real Estate, Land Use and Environmental department.

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