Simpson Thacher represented the underwriters, led by J.P. Morgan Securities LLC, in an offering of $550 million in aggregate principal amount of 2.375% Senior Notes due 2018 and $550 million in aggregate principal amount of 3.750% Senior Notes due 2023 by Total System Services, Inc. (“TSS”).

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Simpson Thacher represented the initial purchasers, led by joint book-running managers, J.P. Morgan Securities LLC, Jefferies LLC and Deutsche Bank Securities Inc., in the sale of an aggregate principal amount of $325 million 11.0% Senior Secured Notes due 2018 by Magnetation LLC (“Magnetation”) and Mag Finance Corp. The Firm also represented JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner, in connection with a new $50 million senior secured revolving credit facility for Magnetation. The notes and the credit facility obligations are both guaranteed on a senior secured basis by each of Magnetation’s existing and future direct and indirect domestic subsidiaries, other than, in respect of the notes, Mag Finance Corp.

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On May 20, Willkie client RenaissanceRe Holdings Ltd. announced it has agreed to sell in an underwritten public offering $275 million aggregate liquidation preference of its 5.375% Series E Preference Shares, or 11 million shares, with a liquidation preference of $25 per share.

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Kaye Scholer represented Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers, in a $1.5 billion revolving multicurrency credit facility extended to Wyndham Worldwide Corporation, one of the world’s largest hospitality companies.

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In a move that bolsters its nationwide labor and employment department and its New York labor and employment presence, Fox Rothschild is proud to welcome experienced attorney James M. Lemonedes as a partner in the firm’s New York office.

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Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $2 billion aggregate principal amount of 4.1% subordinated notes due 2023. The lead manager for the underwriters was Morgan Stanley & Co. LLC.

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Davis Polk advised underwriters represented by BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC in connection with the offering of $6.5 billion aggregate principal amount of notes issued by Merck & Co., Inc. The notes were offered in six tranches, two floating-rate tranches maturing in 2016 and 2018 and four fixed-rate tranches maturing in 2016, 2018, 2023 and 2043.

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Davis Polk acted as special product counsel for Deutsche Bank Securities Inc. as sole book-running manager and representative of the initial purchasers in connection with a Rule 144A offering by VIVUS, Inc. of $220 million aggregate principal amount of 4.5% convertible senior notes due 2020. In addition, Davis Polk advised Deutsche Bank AG, London Branch as counterparty to a capped call transaction with VIVUS in connection with the convertible notes offering.

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Cahill represented Deutsche Bank Securities and J.P. Morgan as joint book-running managers in connection with the Rule 144A offering of $500,000,000 aggregate principal amount of 4.25% Senior Notes due 2023 by Wynn Las Vegas LLC, and Wynn Las Vegas Capital Corp. Proceeds from the offering will be used to refinance existing indebtedness. Cahill is also represented the dealer managers in connection with the concurrent tender offer to repurchase any and all of Wynn Las Vegas’s 7.875% First Mortgage Notes due 2017.

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In its latest major financings in Latin America, Milbank, Tweed, Hadley & McCloy has advised underwriters in a pair of Costa Rican debt issuances, by the central government and the country’s largest electrical utility. The offerings raised a total of $1.5 billion.

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