The Firm represented the underwriters, led by Citigroup Global Markets Inc., Barclays Capital Inc., UBS Securities LLC and Wells Fargo Securities, LLC as joint book-running managers, in connection with a registered offering of 6,400,000 shares of 7.250% Perpetual Non-Cumulative Preference Shares of Aspen Insurance Holdings Limited, representing $160,000,000 in aggregate liquidation preference. The offering closed on April 11, 2012.

The Firm represented BofA Merrill Lynch, BNP Paribas, and several other banks as underwriters in connection with a public offering by Virgin Media Finance PLC of $500 million aggregate principal amount of its 5.25% Senior Notes due 2022. The notes are guaranteed by Virgin Media Inc. and certain subsidiaries. Virgin Media used the net proceeds from the offering to fund a tender offer for $500 million aggregate principal amount of 9.50% Senior Notes due 2016. The Firm represented Deutsche Bank and Goldman, Sachs & Co. as dealer-managers for the tender offer.

The Firm recently represented Cengage Learning Acquisitions, Inc. (“Cengage Learning”) in certain refinancing transactions designed to address near-term maturities.  Cengage Learning entered into an amendment with the lenders under its existing senior secured credit facilities which, among other things, extended the maturity of certain of its term loans and revolving credit commitments thereunder.  Cengage Learning also completed a private placement of $725,000,000 aggregate principal amount of Senior Secured Notes due 2020 in reliance on Rule 144A and Regulation S.

Shearman & Sterling is advising long-time client Corning Incorporated in connection with its execution of a definitive agreement to acquire a majority of BD’s (Becton, Dickinson and Company) Discovery Labware unit for a purchase price of $730 million, payable in cash. The acquisition is expected to be completed later this year, subject to customary closing conditions, including receipt of regulatory approvals.

The Firm represented BofA Merrill Lynch as the sole underwriter in a secondary offering of 5,250,000 shares of Class A common stock of SBA Communications Corporation (“SBA”).  The shares sold in the offering comprised all of the shares issued by SBA to the selling shareholders in connection with SBA’s acquisition of certain assets of Mobilitie. The offering closed on April 9, 2012 and resulted in gross proceeds to the selling shareholders of approximately $263 million.

Davis Polk advised J.P. Morgan Securities LLC as representative of the initial purchasers on a Rule 144A/Regulation S offering by LyondellBasell Industries N.V. of $2 billion aggregate principal amount of 5% senior notes due 2019 and $1 billion aggregate principal amount of 5.75% senior notes due 2024. Both series of notes are guaranteed by certain of LyondellBasell’s wholly owned domestic subsidiaries.

Davis Polk advised underwriters represented by Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC in connection with an SEC-registered offering by Apache Corporation of $400 million principal amount of its 1.75% notes due 2017, $1.1 billion principal amount of its 3.25% notes due 2022 and $1.5 billion principal amount of its 4.75% notes due 2043.

Willkie client Ventas, Inc., the leading healthcare real estate investment trust (REIT) in the United States, recently announced it has completed its acquisition of Cogdell Spencer Inc. and its 72 high quality medical office buildings for approximately $770 million in cash, including debt. The deal, which was announced on December 27, 2011, expands Ventas’s medical office building business to over 20 million square feet. Ventas, Inc., an S&P 500 company, has a diverse portfolio of more than 1,300 assets in 47 states and two Canadian provinces, consisting of seniors housing communities, skilled nursing facilities, hospitals, medical office buildings and other properties. Charlotte-based Cogdell Spencer focuses on planning, owning, developing, constructing and managing medical facilities.

Leading law firm Seyfarth Shaw LLP is pleased to announce the addition of three attorneys to the firm’s national Labor & Employment Department, fortifying the firm’s extensive group of labor lawyers, and continuing Seyfarth’s expansion of more than 100 new attorneys hired within the past 18 months in the department. Partners Cliff Fonstein and  Nicholas H. De Baun and associate Tara Conroy have joined Seyfarth’s New York office from Sidley Austin LLP.