Davis Polk advised CSX Corporation on its SEC-registered offering of $800 million aggregate principal amount of 4.100% notes due 2044. Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and UBS Securities LLC acted as joint book-running managers for the offering.

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Davis Polk advised Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Citigroup Global Markets Inc. as lead joint book-running managers, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., UBS Securities LLC and Raymond James & Associates, Inc. as book-running managers, in connection the $302.4 million SEC-registered offering of 4.8 million shares of common stock of Palo Alto Networks, Inc. sold by certain selling stockholders. The common stock is listed on the New York Stock Exchange under the symbol “PANW.”

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Davis Polk advised Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. as joint book-running managers in connection with an SEC-registered public offering of 6,900,000 shares of common stock of Walter Investment Management Corp for aggregate gross proceeds of $290 million. The offering included 900,000 shares of common stock purchased by the underwriters upon full exercise of their option to purchase additional shares granted by Walter.

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Davis Polk advised UBS AG, Stamford Branch, as administrative agent and UBS Securities LLC, Morgan Stanley Senior Funding, Inc. and Goldman Sachs Lending Partners LLC, as lead arrangers in connection with a refinancing of Brand Energy and Infrastructure Services, Inc.’s (Brand) existing first-lien and second-lien senior secured credit facilities. The new credit facilities consist of an $850 million first-lien senior secured credit facility, comprised of a $775 million term loan facility and a $75 million revolving credit facility, a $300 million second-lien senior secured term loan facility and a $50 million cash collateralized letter of credit facility. The obligations under the first-lien and second-lien credit facilities are guaranteed by certain of Brand’s domestic subsidiaries and, with respect to obligations of the Canadian borrower, guaranteed by Brand and all of Brand’s Canadian subsidiaries, and secured by substantially all of the assets of Brand and the guarantors. Brand is using the proceeds of the credit facilities to refinance its existing first-lien and second-lien credit facilities and for general corporate purposes.

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Edwards Wildman Palmer LLP is pleased to announce that Albert J. Pinzon, a highly regarded capital markets lawyer, is a new partner in the Business Law Department. Pinzon will reside in the firm’s growing office in New York.

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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. announced that Adam Gale, the former head of Chadbourne & Parke’s hedge fund practice group, has joined the firm as a member in the Corporate & Securities Section.

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Katten Muchin Rosenman LLP today announced that David Y. Dickstein has joined the firm as a partner in its Financial Services Practice out of New York. Mr. Dickstein focuses his work on providing counsel to hedge funds, investment companies, investment advisors and broker-dealers on regulatory, compliance and operational issues. Additionally, he has broad experience in advising businesses responding to investigations by the United States Securities and Exchange Commission (SEC). Prior to joining Katten, Mr. Dickstein was a partner in the New York office of K&L Gates LLP, where he spent his entire career since graduation from law school.

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Cahill represented Bank of America, as administrative agent, in connection with a new $2,000,000,000 revolving credit facility for HCA, Inc. that replaced HCA’s existing revolving credit facility.

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Shearman & Sterling has secured another legal victory for client The Dow Chemical Company in a ruling related to the record $2.1 billion ICC arbitral award announced in May 2012.

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Davis Polk advised Morgan Stanley & Co. LLC and Barclays Capital Inc. as joint book-running managers on a Rule 144A/Regulation S offering by Nuance Communications, Inc. of $350 million aggregate principal amount of its 5.375% senior notes due 2020. The notes reopen a prior offering of $700 million principal amount of notes in August 2012.

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