Simpson Thacher & Bartlett LLP is representing Goldman, Sachs & Co., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as underwriters in a $600 million public offering by Tesla Motors, Inc. of 1.50% Convertible Senior Notes due 2018, with an option for the underwriters to purchase up to an additional $60 million of notes. Simpson Thacher is representing Goldman, Sachs & Co. as the underwriter in a concurrent public offering of 3,393,793 shares of Tesla common stock, with an option for the underwriter to purchase an additional 509,069 shares of common stock. The gross proceeds from the convertible notes offering, common stock offering and subsequent private placement of common stock are expected to equal approximately $968 million (or approximately $1.075 billion if the underwriters’ fully exercise their options to purchase additional shares of common stock and additional notes). The public offerings are expected to close May 22, 2013.

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The Firm represented NXP B.V. and NXP Funding LLC in connection with their offering of $750 million of 3.75% senior unsecured notes due 2018. The proceeds of the offering were used to refinance outstanding indebtedness.

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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 40,25,000 shares of Nielsen’s common stock. The offering closed at a public offering price of $35.01 per share, resulting in gross proceeds to the Sponsors of approximately $1.4 billion.

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Simpson Thacher represented The Hershey Company in the offering of $250 million aggregate principal amount of its 2.625% Notes due 2023. The proceeds of the offering were used for general corporate purposes.

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Paul Hastings, a leading global law firm, announced today that the firm represented Cequel Communications Holdings I, LLC, which does business as Suddenlink Communications, in connection with a $750 million private offering of senior notes. Cequel is the seventh largest cable operator in the United States.

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Cravath represented the underwriters, led by BofA Merrill Lynch, Goldman, Sachs & Co. and Morgan Stanley, in connection with the US$1.5 billion registered senior and senior subordinated debt offering of State Street Corporation, a provider of a broad range of financial products and services to institutional investors worldwide. The transaction closed on May 15, 2013.

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Cravath represented the underwriter, J.P. Morgan Securities, in connection with the US$2 billion registered debt offering of JPMorgan Chase & Co., a leading global financial services firm and one of the largest banking institutions in the United States. The transaction closed on May 15, 2013.

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Simpson Thacher represented Sirius XM Radio Inc. (“SiriusXM”) in connection with its offering of $500 million aggregate principal amount of 4.25% Senior Notes due 2020 and $500 million aggregate principal amount of 4.625% Senior Notes due 2023 in reliance on Rule 144A and Regulation S. SiriusXM intends to use the proceeds of this offering for general corporate purposes, including the repayment of all outstanding drawings under its existing credit facility.

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Davis Polk advised the French State in connection with the disposal of 1.5% of the total share capital of EADS, completed on April 16, 2013, through a share buyback for a total amount of €483 million, and a subsequent private placement by way of an accelerated book-building relating to 2.1% of the total share capital for a total amount of €707 million and completed on May 2, 2013.

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Davis Polk advised Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as joint book-running managers in connection with the initial public offering of 20,000,000 units of Capitol Acquisition Corp. II, including 2,000,000 units purchased pursuant to the underwriters’ over-allotment option, for an aggregate of $200 million. Each unit consists of one share of common stock and one-half of one warrant to purchase one share of common stock of Capitol Acquisition Corp. II. The units, the shares and the warrants will be listed on the Nasdaq Capital Market.

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