Simpson Thacher represented ClearBridge Energy MLP Total Return Fund Inc. (the “Fund”) in connection with its $700 million initial public offering of common stock. The Fund is a newly organized, non-diversified, closed-end management investment company which trades on the New York Stock Exchange under the symbol “CTR”. The underwriting syndicate for the offering was led by Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities LLC and Ameriprise Financial Services, Inc.

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The Firm recently completed its representation of Evercore Group L.L.C. and Citigroup Global Markets Inc., as dealer managers, in connection with private exchange offers and related consent solicitations conducted by Suburban Propane Partners, L.P. and its subsidiary Suburban Energy Finance Corp. for any and all of the $600 million principal amount of 7% Senior Notes due 2018 and $600 million principal amount of 6-7/8% Senior Notes due 2021 issued by Inergy, L.P. and Inergy Finance Corp. The exchange offers and consent solicitations were conducted in connection with the acquisition by Suburban of Inergy’s retail propane business. In the exchange offers the Suburban entities offered $1 billion aggregate principal amount of their 7-1/2% Senior Notes due 2018 and 7-3/8% Senior Notes due 2021 and $200 million in cash. The Firm also represented Evercore as financial advisor to Suburban in connection with the acquisition.

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Chadbourne & Parke LLP represented the lenders in connection with the approximately $6 billion Sabine Pass Liquefaction LLC Project, comprising approximately $3.6 billion of project finance debt and approximately $2 billion of equity. The financing closed on July 31, 2012.

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SKF AB announced today that the acquisition of General Bearing Corporation has closed, with SKF acquiring all of the stock of General Bearing. Katten Muchin Rosenman LLP served as counsel to General Bearing Corporation in its sale to Swedish manufacturer SKF AB. Under the agreement, SKF AB acquired General Bearing and its subsidiaries, including interests in four manufacturing sites in China, for a purchase price of approximately $28 per share, all cash, which represents an aggregate enterprise value of $125 million, net of contractual adjustments and the satisfaction of certain obligations and liabilities of the company.

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Davis Polk advised Goldman Sachs Bank USA as lead arranger, bookrunner and syndication agent and Goldman, Sachs & Co. as sole book-running manager in connection with $3.8 billion of financing provided to Hologic, Inc. for its acquisition of Gen-Probe Incorporated. The financing, which closed concurrently with the acquisition, consisted of $2.5 billion aggregate principal amount of senior secured term loans, a $300 million senior secured revolving credit facility and a Rule 144A/Regulation S offering of $1 billion aggregate principal amount of Hologic’s 6.25% senior notes due 2020. Hologic’s obligations under the term loans, the revolving credit facility and the notes are guaranteed by all of its domestic subsidiaries, including Gen-Probe Incorporated and its domestic subsidiaries. Hologic’s obligations under the term loans and the revolving credit facility are secured by substantially all of Hologic’s and the guarantors’ assets.

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Davis Polk advised Citigroup Global Markets Inc. as dealer manager for a cash tender offer by Stanley Black & Decker, Inc. to purchase any and all of its outstanding 6.15% notes due 2013 and any and all of the 8.95% notes due 2014 and the 4.75% notes due 2014 issued by The Black & Decker Corporation, a wholly owned subsidiary of Stanley Black & Decker, Inc. Stanley Black & Decker purchased approximately $376.6 million aggregate principal amount of notes under the tender offer.

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Davis Polk advised Archway Marketing Services and its majority shareholder Tailwind Capital on the sale of Archway to Investcorp for approximately $300 million.

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Davis Polk advised Credit Suisse Securities (USA) LLC as representative of the several underwriters of a $46 million SEC-registered follow-on offering of 7,076,922 shares of common stock of XenoPort, Inc. Xenoport’s common stock is traded on the Nasdaq Global Select Market under the symbol “XNPT.”

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Paul Hastings LLP, a leading global law firm, announced today that the firm represented William Macklowe Co. in the sale of two office buildings. William Macklowe has sold majority interests in 400 Madison to ASB Real Estate for $148 million and 610 Broadway to LaSalle Investment Management for $116 million. William Macklowe Co. retains 10% stakes in each property.

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Citing a need to expand services to the pharmaceutical and medical device industries, Polsinelli Shughart welcomes three highly experienced intellectual property shareholders in New York. Tedd W. Van Buskirk, Dr. Pamela Fekete, and Dillon Kim bring more than 35 years combined experience in patent and trademark matters. The trio, who practiced together previously, focuses predominantly on patent litigation arising under the Hatch-Waxman Act and related regulatory, antitrust, and ANDA counseling work. Their clients include pharmaceutical, medical device, biotech, and other life sciences companies.

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