Davis Polk advised Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Simmons & Company International, Jefferies LLC and Wells Fargo Securities, LLC as joint book-running managers for the several underwriters in connection with the SEC-registered secondary offering of 9,775,000 shares of common stock of U.S. Silica Holdings, Inc., which includes 1,275,000 shares of common stock purchased by the underwriters pursuant to their additional share purchase option.

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Davis Polk advised J.P. Morgan Securities LLC as sole book-running manager and representative of the underwriters of a $149 million SEC-registered offering of 1,725,000 shares of common stock of HeartWare International, Inc., including 225,000 shares from the exercise of the underwriters’ over-allotment option. Canaccord Genuity Inc., Credit Suisse Securities (USA) LLC and Lazard Capital Markets LLC acted as co-managers of the offering. The common stock is listed on the Nasdaq Global Market under the symbol “HTWR.”

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Akin Gump Strauss Hauer & Feld LLP represented Apollo Global Management, LLC and Apollo portfolio company SourceHOV, in a merger agreement with an affiliate of Citi Venture Capital International. As a result of the merger, Apollo’s ownership will be converted into the right to receive cash, and its co-investor, HOVS LLC, an affiliate of India-based HOV Services Limited, will roll its equity holdings. Other holders will be entitled to elect to receive cash or stock. Terms of the deal were not disclosed.

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On March 19, 2013, Liberty Media Corporation entered into an agreement with investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners to acquire an approximate 27.3% interest in Charter Communications for approximately $2.617 billion. Liberty expects to fund the purchase with a combination of cash on hand and new loan arrangements.

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Cahill represented Deutsche Bank Securities, Credit Suisse, J.P. Morgan, and Morgan Stanley as joint book-running managers in connection with the Rule 144A offering of $3,500,000,000 of senior notes of MetroPCS Wireless, Inc. (“Wireless”), comprised of $1,750,000,000 aggregate principal amount of 6.25% Senior Notes due 2021 and $1,750,000,000 aggregate principal amount of 6.625% Senior Notes due 2023.

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Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated as sole lead arranger and bookrunner in connection with $1.77 billion of financing provided to Tempur-Pedic International Inc. for its acquisition of Sealy Corporation, which closed on March 18, 2013. The financing consists of $1.07 billion in senior secured term loan facilities, a $350 million senior secured revolving credit facility and a $350 million senior unsecured bridge facility.

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Davis Polk is advising Crestview Partners as member of an investor group in connection with the $2.617 billion sale of approximately 26.9 million shares and approximately 1.1 million warrants in Charter Communications, Inc. to Liberty Media Corporation. The investor group includes investment funds managed by, or affiliated with, Apollo Management, Oaktree Capital Management and Crestview Partners. The transaction is subject to the satisfaction of customary closing conditions and is expected to close in the first half of the second quarter of 2013.

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Pillsbury represented Deutsche Bank in U.S. Bancorp’s agreement to buy Deutsche Bank AG’s municipal bond trustee business. US Bancorp is the nation’s largest regional bank. The deal, expected to be completed in the third quarter, will add about $57 billion to the $3 trillion in assets under administration by U.S. Bancorp’s corporate-trust division. The transaction will build on US Bancorp’s trust business in California, Mississippi, New York, Tennessee and Texas.

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Davis Polk advised Morgan Stanley & Co. International plc, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. as underwriters in connection with the SEC-registered secondary offering of 26,679,386 Class A shares of Yandex N.V., including 2,425,399 additional Class A shares sold pursuant to an option granted to the underwriters. The public offering price was $22.75 per share, and the total gross proceeds to the selling shareholders amounted to $600 million. The Class A shares are listed on the Nasdaq Global Select Market under the symbol “YNDX.”

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On March 19, 2013, AmerisourceBergen Corporation announced that it is entering into a strategic, long‑term relationship with Walgreen Co. and Alliance Boots GmbH, which will streamline the distribution of pharmaceuticals to Walgreens stores and leverage global supply chain efficiencies while improving patient access to affordable pharmaceuticals to increase the efficiency of the healthcare system. Cravath represented AmerisourceBergen in this transaction.

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