On Thursday, March 22, 2012, Davis Polk won a significant victory on behalf of Delphi, a world-leading auto parts manufacturer that recently emerged from Chapter 11 restructuring.

The Firm recently represented the initial purchasers, led by Barclays Capital Inc., in connection with the issuance by USPI Finance Corp. (“USPI Finance”) of $440 million aggregate principal amount of 9.000% senior notes due 2020. The notes were assumed by United Surgical Partners International, Inc. (“USPI”), an affiliate of USPI Finance. Simpson Thacher also represented J.P. Morgan Chase Bank, N.A. and the other lenders in connection with an amendment of USPI’s existing senior secured credit facility to, among other things, extend the maturity of certain of its term loans, add a new tranche of term loans and refinance the existing revolving credit facility. The amended senior secured credit facility will provide for senior secured financing of up to $958.2 million.

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.