Davis Polk advised J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. as joint book-running managers and representatives of the several underwriters in connection with an SEC-registered offering of $500 million 3.3% senior notes due 2022 and $500 million 4.95% senior notes due 2042 by Discovery Communications, LLC. The senior notes are guaranteed by the issuer’s indirect parent company, Discovery Communications, Inc.

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Davis Polk advised Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as underwriters in connection with an SEC-registered offering by Medicis Pharmaceutical Corporation (Medicis) of an aggregate principal amount of $500 million of 1.375% convertible senior notes due 2017, which included $50 million aggregate principal of notes from the full exercise of the underwriters’ over-allotment option. In addition, Davis Polk advised Deutsche Bank AG, London Branch and JPMorgan Chase Bank, National Association as counterparties to convertible note hedge and warrant transactions with Medicis in connection with the convertible senior notes offering.

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Proskauer advised Banco GNB Sudameris S.A., a Colombian banking institution, on its $400 million acquisition of HSBC Bank’s operations in Colombia, Paraguay, Peru and Uruguay. The transaction involves 62 offices and assets of approximately $4.4 billion.

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Paul, Weiss advised Wendy’s International, Inc., a subsidiary of our client, The Wendy’s Company, the second largest quick-service restaurant company in the United States, in completing a new $1.325 billion senior secured credit facility. The facility includes a $200 million revolving credit facility and a $1.125 billion term loan, with an accordion for additional term or revolving debt of up to $275 million. The proceeds were used to repay approximately $466.7 million of outstanding indebtedness under the existing senior credit facility of Wendy’s Restaurants, to purchase $124.2 million aggregate principal amount of 10.00% senior notes due 2016 of Wendy’s Restaurants in a tender offer and to pay related fees and expenses. On May 15, the day the credit facility closed, Wendy’s Restaurants completed a cash tender offer for any and all of its outstanding 10.00% senior notes. Wendy’s Restaurants purchased approximately 22 percent of its outstanding $565 million principal amount of 10.00% senior notes in the tender offer. Bank of America and Wells Fargo Securities served as joint lead arrangers and joint book managers for the credit facility; Bank of America served as dealer manager for the tender offer.

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Shearman & Sterling is advising ArcelorMittal on the sale of its steel foundation distribution business in the US, Canada, Mexico and the Caribbean—Skyline Steel and Astralloy—to Nucor Corporation for approximately $605 million. The sale is expected to be complete by the end of June 2012 pending competition clearance and other customary closing conditions.

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Kelley Drye & Warren LLP is pleased to announce that noted corporate lawyer Bruce R. Kraus is joining the partnership today. Mr. Kraus left private practice in 2009 to join the staff of the Securities and Exchange Commission at a senior level, where he focused on rulemaking and related economic and litigation matters. At Kelly Drye, he will offer his expertise in mergers, acquisitions, joint ventures, capital markets transactions and corporate restructurings, as well as his particular knowledge of recent developments in securities law.

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Shearman & Sterling advised Bank of America, N.A. as term loan administrative agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc., RBS Securities Inc., BMO Capital Markets Corp. and Union Bank of California, N.A. as joint lead arrangers and joint bookrunners in connection with a $1.4 billion senior secured term loan for Arch Coal, Inc. (the “Company”).

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Davis Polk advised Goldman, Sachs & Co. and Morgan Stanley & Co. LLC as joint book-running managers on an SEC-registered offering by Devon Energy Corporation of $750 million principal amount of 1.875% senior notes due 2017, $1 billion principal amount of 3.25% senior notes due 2022 and $750 million principal amount of 4.75% senior notes due 2042.

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Davis Polk advised Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc. and RBS Securities Inc. as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $1 billion principal amount of 1.5% notes due 2017 guaranteed by Diageo plc and by Diageo Investment Corporation of $1 billion principal amount of 2.875% notes due 2022 and $500 million principal amount of 4.25% notes due 2042, in each case guaranteed by Diageo plc.

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The Firm represented BofA Merrill Lynch, Goldman, Sachs & Co., J.P. Morgan and Wells Fargo Securities in the public offering of $1.6 billion of debt securities of Berkshire Hathaway Finance Corporation (“BHFC”), which will be fully and unconditionally guaranteed by Berkshire Hathaway Inc. (“Berkshire”), consisting of $750,000,000 of 1.600% Senior Notes due 2017, $350,000,000 of 3.000% Senior Notes due 2022 and $500,000,000 of 4.400% Senior Notes due 2042.

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