A Weil team led by Corporate Chairman Michael Aiello is advising real estate investment trust American Realty Capital Properties, Inc. (American Realty) in connection with its approximately $9 billion unsolicited offer (including assumption of debt) to purchase 100% of the outstanding common stock of Cole Credit Property Trust III, Inc. When completed, the transaction will create the largest publicly traded real estate investment trust in the net lease sector.

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As has been widely reported in several news outlets including Bloomberg, Reuters and The Wall Street Journal, Charter Communications, Inc. and Liberty Media Corporation announced that Liberty Media has entered into a definitive agreement with investment funds managed by, or affiliated with, Oaktree Capital Management, Apollo Management and Crestview Partners. Paul, Weiss represented Oaktree in the transaction. The firm was first retained in 2008 to represent Oaktree and a committee of bondholders in restructuring Charter, so this transaction is the culmination of many years of work.

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Simpson Thacher represented MDC Partners Inc. (“MDC”) in connection with a Rule 144A/Regulation S offering of $550,000,000 aggregate principal amount of its 6.75% Senior Notes due 2020, fully and unconditionally guaranteed by all of its existing and future subsidiaries that guarantee its senior secured credit facility. MDC used the net proceeds of the offering to redeem all $425 million aggregate principal amount of its 11% senior notes due 2016, to pay accrued interest, related premiums, fees and expenses. Any remaining net proceeds will be used for general corporate purposes, including funding of deferred acquisition consideration. Simpson Thacher also represented MDC and certain of its subsidiaries in connection with the entry into an amended and restated $225,000,000 senior secured revolving credit facility. The notes offering and credit facility closed on March 20, 2013.

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Davis Polk advised Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Simmons & Company International, Jefferies LLC and Wells Fargo Securities, LLC as joint book-running managers for the several underwriters in connection with the SEC-registered secondary offering of 9,775,000 shares of common stock of U.S. Silica Holdings, Inc., which includes 1,275,000 shares of common stock purchased by the underwriters pursuant to their additional share purchase option.

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Davis Polk advised J.P. Morgan Securities LLC as sole book-running manager and representative of the underwriters of a $149 million SEC-registered offering of 1,725,000 shares of common stock of HeartWare International, Inc., including 225,000 shares from the exercise of the underwriters’ over-allotment option. Canaccord Genuity Inc., Credit Suisse Securities (USA) LLC and Lazard Capital Markets LLC acted as co-managers of the offering. The common stock is listed on the Nasdaq Global Market under the symbol “HTWR.”

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Akin Gump Strauss Hauer & Feld LLP represented Apollo Global Management, LLC and Apollo portfolio company SourceHOV, in a merger agreement with an affiliate of Citi Venture Capital International. As a result of the merger, Apollo’s ownership will be converted into the right to receive cash, and its co-investor, HOVS LLC, an affiliate of India-based HOV Services Limited, will roll its equity holdings. Other holders will be entitled to elect to receive cash or stock. Terms of the deal were not disclosed.

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On March 19, 2013, Liberty Media Corporation entered into an agreement with investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners to acquire an approximate 27.3% interest in Charter Communications for approximately $2.617 billion. Liberty expects to fund the purchase with a combination of cash on hand and new loan arrangements.

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Cahill represented Deutsche Bank Securities, Credit Suisse, J.P. Morgan, and Morgan Stanley as joint book-running managers in connection with the Rule 144A offering of $3,500,000,000 of senior notes of MetroPCS Wireless, Inc. (“Wireless”), comprised of $1,750,000,000 aggregate principal amount of 6.25% Senior Notes due 2021 and $1,750,000,000 aggregate principal amount of 6.625% Senior Notes due 2023.

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Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and bookrunner in connection with $1.77 billion of financing provided to Tempur-Pedic International Inc. for its acquisition of Sealy Corporation, which closed on March 18, 2013. The financing consists of $1.07 billion in senior secured term loan facilities, a $350 million senior secured revolving credit facility and a $350 million senior unsecured bridge facility.

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Davis Polk is advising Crestview Partners as member of an investor group in connection with the $2.617 billion sale of approximately 26.9 million shares and approximately 1.1 million warrants in Charter Communications, Inc. to Liberty Media Corporation. The investor group includes investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners. The transaction is subject to the satisfaction of customary closing conditions and is expected to close in the first half of the second quarter of 2013.

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