Davis Polk advised Sterling Financial Corporation in connection with its SEC-registered secondary offering of 5,738,637 shares of its common stock by the U.S. Department of the Treasury (Treasury) for proceeds of approximately $115 million. Treasury’s initial preferred stock investment in Sterling, made as part of the Troubled Asset Relief Program’s (TARP) Capital Purchase Program (CPP), was exchanged for common stock on August 26, 2010, as part of a larger recapitalization of the company.

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Davis Polk is advising Aetna Inc. on its acquisition of Coventry Health Care, Inc. valued at $7.3 billion, including the assumption of Coventry debt. The transaction is subject to customary closing conditions, including receipt of Coventry stockholder approval and antitrust and state regulatory approvals. The transaction is expected to close in mid-2013.

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Cahill represented Citigroup, Morgan Stanley, RBC Capital Markets, and UBS Investment Bank as joint book-running managers and the co-managers in connection with the public offering of $750,000,000 5.875% Senior Notes due 2022 by International Lease Finance Corporation. Proceeds from the offering will be used for general corporate purposes.

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Cahill represented Deutsche Bank Securities, Credit Suisse, and BofA Merrill Lynch as joint book-running managers in connection with the Rule 144A/Reg S offering of $530,000,000 Senior Notes due 2022 by H&E Equipment Services, Inc., one of the largest integrated equipment dealerships in the United States. Cahill also represented the dealer manager in connection with the consent solicitation and tender offer for any and all of H&E’s outstanding 8.375% Senior Notes due 2016.

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The Firm recently represented the underwriter, Citigroup Global Markets Inc., in connection with a registered public offering of common stock of Dunkin’ Brands Group, Inc. A total of approximately $652.6 million in proceeds was raised in the offering. Affiliates of Bain Capital LLC, The Carlyle Group, Thomas H. Lee Partners and RGIP, LLC received all of the gross proceeds from the offering.

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Simpson Thacher recently represented Blackstone Holdings Finance Co. L.L.C., an indirect finance subsidiary of The Blackstone Group L.P., in its issuance and sale of $400,000,000 aggregate principal amount of 4.750% Senior Notes due 2023 and $250,000,000 aggregate principal amount of 6.250% Senior Notes due 2042. The notes are guaranteed by The Blackstone Group L.P., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings III L.P. and Blackstone Holdings IV L.P. The company intends to use the net proceeds for general corporate purposes.

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Davis Polk advised UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBS Securities Inc. and Wells Fargo Securities, LLC as joint bookrunners on a Section 3(a)(2) exempt offering by UBS AG, acting through its Stamford branch, of $2 billion aggregate principal amount of 7.625% tier 2 subordinated notes due 2022. The notes are subject to a contingent low-trigger write-down resulting in the full write-down of principal amount. The notes represent the first Basel III-compliant contingent capital to be offered in the United States.

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On August 16, 2012, IBM announced that it has entered into an agreement to acquire privately held Texas Memory Systems (TMS), a Houston, Texas-based leading developer of high-performance flash memory solutions. Financial terms were not disclosed. Cravath represented IBM in this transaction, which is expected to close later in 2012.

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Cravath represented the underwriters, led by Credit Suisse, in connection with the $1.6 billion registered offering of high-yield secured notes by CHS/Community Health Systems, Inc., one of the largest publicly traded operators of hospitals in the United States. The transaction closed on August 17, 2012.

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Orrick, Herrington & Sutcliffe LLP announced today that Peter D. Vogl has joined the firm as a partner in its intellectual property practice, resident in New York. Vogl joins Orrick from Jones Day, where he was the co-leader of that firm’s Global Trademark, Unfair Competition and Copyright Group.

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