The Firm recently represented Wells Fargo, as representative of the several initial purchasers, in a $300 million offering of 6.0% Senior Notes due 2020 by Antero Resources Finance Corporation. The offering of notes was made to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act.

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Shearman & Sterling advised the underwriters in connection with Sprint Nextel Corporation’s offering of $2.28 billion of 6.000% notes due 2022. BofA Merrill Lynch, Barclays Capital, Citigroup, Deutsche Bank Securities, Goldman, Sachs & Co., and J.P. Morgan, acted as joint bookrunners.

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Shearman & Sterling represented The Dow Chemical Company in connection with a $2.5 billion underwritten public offering of debt securities, including $1.25 billion aggregate principal amount of 3.000% notes due 2022 and $1.25 billion aggregate principal amount of 4.375% notes due 2042.

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Shearman & Sterling represented the underwriters, led by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as Global Coordinators and Joint Physical Book-Running Managers, and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBS Securities Inc. as Joint Book-Running Managers, in connection with Royal Caribbean Cruises Ltd.’s public offering of $650 million of its 5.250% Senior Notes due 2022.

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Shearman & Sterling advised the joint lead arrangers and joint bookrunners in connection with a refinancing and one-time dividend for SumTotal Systems Inc., a portfolio company of private equity sponsor Vista Equity Partners, comprised of a $370 million first lien term loan, a $30 million revolving credit facility and a $140 million second lien term loan.

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Simpson Thacher represented the initial purchasers, led by J.P. Morgan Securities LLC, in the sale of an aggregate principal amount of $500 million 6.25% Senior Notes due 2022 of New Gold Inc., a British Columbia corporation (“New Gold”). The offering was conducted as a private offering in reliance upon Rule 144A and Regulation S. The notes are guaranteed by certain of New Gold’s direct and indirect subsidiaries. The transaction closed on November 14, 2012. The Firm also worked on an offering by New Gold of $300 million of 7.00% Senior Notes due 2020 earlier this year.

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Simpson Thacher & Bartlett LLP announced today that Joe Wayland has returned to the Firm as a Partner in the Litigation Practice. Mr. Wayland most recently served as the Acting Assistant Attorney General of the U.S. Department of Justice’s Antitrust Division, where he oversaw all of the Division’s criminal and civil matters and led the Division in achieving several major litigation victories.

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As reported in Businessweek, Financial Times, The New York Times “Dealbook” and Reuters, Paul, Weiss client Reckitt Benckiser Group PLC (Reckitt Benckiser) announced that it will commence a tender offer on November 16 to acquire all of the outstanding shares of Schiff Nutrition International, Inc. (Schiff), a leading provider of branded vitamins, nutrition supplements and nutrition bars, for $42.00 per share in cash for the value of $1.4 billion. Reckitt Benckiser’s offer is not dependent on financing as the purchase will be funded from existing facilities.

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Davis Polk advised Goldman, Sachs & Co. and Barclays Capital Inc., as representatives of the underwriters, in connection with the SEC-registered offering of 23 million shares of common stock of MRC Global Inc. sold by PVF Holdings LLC, an entity controlled by funds affiliated with Goldman, Sachs & Co. The shares of common stock sold in the offering include shares sold pursuant to the underwriters’ fully exercised option to purchase additional shares. The common stock is listed on the New York Stock Exchange under the symbol “MRC.” Funds affiliated with Goldman, Sachs & Co. controlled approximately 77% of MRC prior to the offering and control approximately 55% of MRC after the offering.

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Cahill represented Wells Fargo Securities, Credit Agricole CIB, Credit Suisse, J.P. Morgan, and RBC Capital Markets as joint book-running managers and the co-managers in connection with the Rule 144A/Reg S offering of $150,000,000 aggregate principal amount of 7.625% Senior Notes Due 2022 by Chaparral Energy, Inc.

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