Orrick, Herrington & Sutcliffe LLP represented Spanish wind turbine manufacturer Gamesa Energy USA, LLC in the simultaneous $238 million sale of the 200 megawatt Minonk project located in Illinois and the 150 megawatt Senate project located in Texas to Algonquin Power & Utilities and a separate tax equity investment by J.P. Morgan Chase & Co. and Morgan Stanley. The multifaceted transaction also included a complex energy hedging transaction with J.P. Morgan Ventures Energy Corporation for the clean, renewable energy of the projects. The Minonk and Senate projects were part of a three-project portfolio that also included the 50 megawatt Sandy Ridge project located in Pennsylvania which reached financial closing and commercial operation earlier this year.

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Akerman Senterfitt announced it has represented Carrols Restaurant Group Inc., the largest Burger King franchisee, in an underwritten public offering of 4,085,109 shares of its common stock held by funds managed by Jefferies Capital Partners, a private equity firm, in which Raymond James & Associates Inc. acted as the underwriter.

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On December 11, 2012, Delta Air Lines and Virgin Atlantic Airways Ltd. reached an agreement for a new joint venture that will create an expanded trans-Atlantic network and enhance competition between the U.K. and North America, offering greater benefits for customers traveling on those routes. Cravath represented Delta in connection with this transaction.

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Simpson Thacher represented Siris Capital Group in connection with forming and raising its $640.9 million private equity fund. Siris is a newly-established private equity firm founded by Frank Baker, Peter Berger and Jeffrey Hendren. Siris, based in New York, will focus principally on North American, middle-market, investment opportunities initially in technology, telecommunications and technology-enabled business services.

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The Firm is serving as U.S. antitrust counsel to Virgin Atlantic in connection with a proposed joint venture with Delta Air Lines to combine Virgin and Delta’s transatlantic networks between the United Kingdom and North America. As part of the joint venture agreement, Delta will also invest $360 million in Virgin Atlantic, acquiring a 49% stake in the airline. The parties announced the transaction on December 11, 2012. The transaction is subject to customary regulatory approvals.

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Simpson Thacher is representing an investor group led by Siris Capital Group, LLC in connection with its acquisition of TNS, Inc. (NYSE: TNS) for $21.00 per share in an all-cash deal valued at approximately $862 million including the refinancing of debt. The merger is expected to close during the first quarter of 2013 following a 30-day go-shop period, pending shareholder approval, regulatory approvals and customary closing conditions.

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Simpson Thacher represented MDC Partners Inc. (“MDC”) in connection with a Rule 144A/Regulation S offering of $80 million aggregate principal amount of its 11% Senior Notes due 2016, fully and unconditionally guaranteed by all of its wholly owned subsidiaries. The initial purchasers were led by J.P. Morgan Securities LLC. The notes were issued as additional notes under an existing indenture, pursuant to which MDC issued $225 million, $65 million and $55 million aggregate principal amount of 11% Senior Notes due 2016 in October 2009, May 2010 and April 2011, respectively. The notes offering closed on December 10, 2012.

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The Firm is representing Ingersoll-Rand plc (NYSE:IR) in connection with its announced plan to spin-off its commercial and residential security businesses (“the new security company”). The separation will result in two standalone companies. The spin-off is intended to be tax free to shareholders and expected to be completed in approximately 12 months. The new security company is expected to have annual revenues of approximately $2 billion on a pro forma basis based on 2011 revenues. The completion of the spin-off is subject to certain customary conditions and final approval of the transactions contemplated by the spin-off, as may be required under Irish law.

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The Firm recently represented Sirius XM Radio Inc. (SiriusXM) in connection with the entering into of a new five-year, $1,250,000,000 senior secured revolving credit facility.

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A123 Systems, Inc., a developer and manufacturer of advanced Nanophosphate® lithium iron phosphate batteries and systems, announced that it has reached agreement on the terms of an asset purchase agreement with Wanxiang America Corporation through which Wanxiang would acquire substantially all of A123’s assets for $256.6 million.

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