Shearman & Sterling represented HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead bookrunners, and Banco Espirito Santo de Investimento S.A. and Banco BTG Pactual S.A. – Cayman Branch, as co-managers, in connection with a 144A/Regulation S offering of $300,000,000 aggregate principal amount of 4.375% Senior Notes due 2019 by Banco do Nordeste do Brasil S.A.

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Shearman & Sterling represented an affiliate of Solow Realty & Development Company in connection with its $625 million refinance of a securities-backed debt tied to 9 West 57th Street, often touted as one of the most prestigious buildings in Manhattan.

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Shearman & Sterling represented Inmet Mining Corporation in connection with its offering of $1,500,000,000 aggregate principal amount of 8.75% Senior Notes due 2020. J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC acted as global coordinators and joint bookrunning managers.

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Shearman & Sterling advised Citigroup Global Markets Inc. as lead arranger and bookrunner in connection with a $500 million debtor-in-possession and exit financing for Houghton Mifflin Harcourt Publishers Inc. (the “Company”) and certain of its affiliates. The financing is in conjunction with a pre-arranged bankruptcy filing of the Company and certain of its affiliates and consists of an asset-based revolving credit facility secured by a first lien on certain current assets and a term loan facility secured by a first lien on the other assets.

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Davis Polk is advising Dalian Wanda Group Co., Ltd. (Wanda) on its approximately $2.6 billion acquisition of AMC Entertainment Holdings, Inc. (AMC). As part of the transaction, Wanda intends to invest up to an additional $500 million in AMC over time to fund AMC’s strategic and operating initiatives. The transaction is subject to customary closing conditions and U.S. and Chinese regulatory approvals.

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Davis Polk is advising both Citi and Morgan Stanley as joint financial advisers to Eaton Corporation in connection with its $11.8 billion acquisition of Cooper Industries plc. The transaction was unanimously recommended by the boards of directors of both companies and is subject to the receipt of certain regulatory approvals and certain other conditions. The transaction is expected to close in the second half of 2012.

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Simpson Thacher is representing Eaton Corporation (“Eaton”) in connection with its agreement to acquire Cooper Industries plc (“Cooper”) in a cash-and-stock transaction valued at approximately $11.8 billion (based on the closing price for Eaton common stock on May 18, 2012). At the close of the transaction, which is expected in the second half of 2012, Eaton and Cooper will be combined under a new company incorporated in Ireland (“New Eaton”), where Cooper is incorporated today. Under the terms of the agreement, Eaton will merge with a subsidiary of New Eaton, and New Eaton will acquire Cooper by way of a scheme of arrangement under Irish law. Cooper shareholders will receive $39.15 in cash and 0.77479 shares of the new Irish company for each Cooper share. New Eaton is expected to be listed on the New York Stock Exchange.

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WilmerHale is pleased to announce the arrival of Robert Finkel, who joins the firm’s New York office as partner in the Corporate Group. Mr. Finkel has more than 20 years of experience in private practice and has represented leading international corporations and financial institutions in complex commercial transactions with a focus on technology and outsourcing.

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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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