Davis Polk advised Western Refining, Inc. (Western Refining) in connection with its offering of 6.25% senior notes due 2021 in the aggregate amount of $350 million and a concurrent cash tender offer by Western Refining for any and all of its 11.25% senior notes due 2017. The notes were sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The tender offer consideration was funded from the net proceeds of the offering.

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Davis Polk advised Goldman, Sachs & Co. in connection with a variable maturity, capped accelerated share repurchase transaction it entered into with The McGraw-Hill Companies, Inc. under which McGraw-Hill is repurchasing $500 million of its common stock. Under the terms of the transaction, McGraw-Hill initially received approximately 7.2 million shares of its common stock, and the total number of shares to be repurchased will be determined over a period that is expected to last no longer than approximately four months.

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The global law firm Jones Day is pleased to announce that Scott Greenberg has joined the Business Restructuring & ReorganizationPractice as a partner in the New York Office. Mr. Greenberg arrives from Cadwalader, Wickersham & Taft LLP, where he was a partner in that firm’s Financial Restructuring Department.

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Shearman & Sterling represented Citigroup Global Markets Inc., Goldman, Sachs & Co. and HSBC Securities (USA) Inc., as the initial purchasers, in connection with the Rule 144A/Regulation S initial public offering of Terrafina, a Mexican real estate investment trust, known by its Spanish acronym as a FIBRA. PREI, the real estate investment management and advisory business of Prudential Financial, Inc., and Terrafina’s internal management team will manage the FIBRA, which holds the third largest industrial portfolio in Mexico. The IPO raised gross proceeds of US$665 million and Terrafina’s real estate investment certificates (CBFI’s in Spanish) are listed on the Mexican Stock Exchange.

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Former Deputy Commissioner and General Counsel to the New York State Department of Environmental Conservation (NYSDEC), Steven Russo, joined the international law firm Greenberg Traurig as Chair of the New York Environmental Practice.

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Davis Polk is advising Shire plc in connection with its acquisition of SARcode Bioscience, Inc. Under the terms of the agreement, Shire will make an upfront payment of $160 million and SARcode shareholders will be eligible to receive additional undisclosed payments upon achievement of certain milestones. The transaction, which is subject to regulatory approval in the United States and other customary closing conditions, is expected to close in the second quarter.

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Davis Polk advised Credit Suisse AG, Credit Suisse Securities (USA) LLC and Bank of Montreal in connection with the $2 billion credit and bond financing provided to Apollo Management, L.P. in connection with its acquisition of McGraw-Hill Education.

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The Firm represented the initial purchasers in connection with OI European Group B.V.’s private offering pursuant to Rule 144A and Regulation S of €330 million aggregate principal amount of 4.875% Senior Notes due 2021. The net proceeds are being used to redeem its €300 million 6.875% Senior Notes due 2017. Goldman Sachs International acted as representative of the initial purchasers in the notes offering.

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McGuireWoods LLP today announced that Stephen Older has joined the firm as a partner in its corporate and securities group in New York. As part of his practice, Older routinely represents both issuers and underwriters in a broad variety of securities transactions and has experience in a number of different industries, including healthcare, consumer and financial services and REITs, and has broad mergers and acquisitions and private equity experience.

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Shearman & Sterling represented Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters, in a four-tranche debt offering by Avon Products, Inc. (“Avon”) of $250 million of 2.375% Notes due 2016, $500 million of 4.600% Notes due 2020, $500 million of 5.000% Notes due 2023 and $250 million of 6.950% Notes due 2043. Avon is a global manufacturer and marketer of beauty and related products, having sales operations in 65 countries and territories and distributing products in 43 more. This transaction is the sixth securities offering that Shearman & Sterling has completed in connection with Avon that have raised over $3.7 billion for the company.

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