Milbank, Tweed, Hadley & McCloy LLP represented BofA Merrill Lynch, J.P. Morgan, Wells Fargo Securities, Goldman, Sachs & Co., RBC Capital Markets and SunTrust Robinson Humphrey as initial purchasers in connection with the private offering of $350 million aggregate principal amount of USG Corporation’s 5.50% Senior Notes due 2025. In addition, Milbank, Tweed, Hadley & McCloy LLP represented BofA Merrill Lynch as dealer manager in the concurrent cash tender offer for any and all of USG Corporation’s 8.375% Senior Notes due 2018.

The tender offer is one of the first transactions to take advantage of the Securities and Exchange Commission’s No-Action Letter issued in January 2015 that allows all issuers, subject to certain conditions, to complete a tender offer in a five business day period.

USG Corporation, a leading manufacturer and distributor of building materials, used a portion of the net proceeds from the private offering to consummate the concurrent tender offer and to pay related costs and expenses. USG Corporation intends to use the remaining net proceeds from the offering of the new notes and cash on hand for the redemption of all remaining outstanding 2018 Notes. Headquartered in Chicago, USG’s worldwide operations serve the commercial, residential, and repair and remodel construction markets, enabling its customers to build the outstanding spaces where people live, work and play.

The Milbank team was led by Global Securities partner Rod Miller. Also working on the transaction were Global Securities associates Jessica Cunningham, John Ablan, Kaveh Namazie and Will Reiter; Tax partner Andrew Walker and Tax associate Erika Hauser.