The Firm recently represented Sumitomo Mitsui Trust Bank, Limited in connection with a Rule 144A and Regulation S offering of US$500 million aggregate principal amount of Senior Floating Rate Notes due 2016 and US$500 million aggregate principal amount of 2.95% Senior Notes due 2018, guaranteed by its parent company, Sumitomo Mitsui Trust Holdings, Inc. Goldman, Sachs & Co., J.P. Morgan, Citigroup and Daiwa Capital Markets Europe were the joint lead managers for the offering.

Shearman & Sterling represented RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Deutsche Bank Securities Inc. as joint book-running managers and representatives of the several underwriters in connection with a shelf takedown of $425 million of 3.200% Senior Notes due 2018, $425 million of 5.000% Senior Notes due 2023 and $400 million of 6.200% Senior Notes due 2043, issued by ONEOK Partners, L.P. and guaranteed by ONEOK Partners Intermediate Limited Partnership.

Shearman & Sterling acted as counsel to Ecopetrol S.A. in connection with a public offering of $350 million aggregate principal amount of its 4.250% Notes due 2018, $1.3 billion aggregate principal amount of its 5.875% Notes due 2023 and $850 million aggregate principal amount of its 7.375% Notes due 2043. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC acted as underwriters. This transaction represented the first time in four years that Ecopetrol had accessed the international capital markets.

Shearman & Sterling represented Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and RBC Capital Markets, LLC as the initial purchasers in connection with a Rule 144A/Regulation S offering by Ancestry.com Holdings LLC of $300 million aggregate principal amount of 9.625% and 10.375% Senior Notes due 2018. The proceeds from the offering will be used to pay cash dividends on, and/or make other payments related to, the equity interests of Ancestry.com Holdings or its subsidiaries.

The Court of Appeals for the Second Circuit unanimously reaffirmed a decision issued earlier this year by the Bankruptcy Court for the Southern District of New York approving the refinancing of American Airlines’ existing debt, without the payment of any make-whole premium, and authorizing the issuance of Class A Pass Through Certificates, Series 2013-2 by American for the purpose of refinancing. Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. and J.P.

Shearman & Sterling represented Goldman Sachs International, Barclays Bank PLC, Mizuho International plc and National Australia Bank Limited, as initial purchasers, in the offering of £205 million of 8.875% Senior Secured Notes issued by EDU UK BondCo PLC and guaranteed by EDU UK Intermediate Limited (“Study Group”) and certain of its subsidiaries. The proceeds of the offering will mainly be used to refinance existing indebtedness and partially repay Study Group’s shareholders.

Shearman & Sterling represented John Deere Owner Trust 2013-B, as the issuing entity, John Deere Receivables, Inc., as the seller and depositor, and John Deere Capital Corporation, as the sponsor and servicer, in connection with the issuance and sale of approximately $848.6 million of asset-backed notes. The notes are backed by agricultural and construction equipment retail installment sale and loan contracts secured by new and used agricultural and construction equipment, the security interests in the equipment financed thereby and the proceeds thereof (the “receivables”).

Shearman & Sterling represented alstria office REIT-AG, the leading German office Real Estate Investment Trust (REIT), on the successful refinancing of its syndicated loan in the amount of €544 million. The early refinancing significantly improves the overall debt maturity profile of alstria and leads to a substantial reduction in financing charges.

The new loan was arranged by UniCredit Bank AG and underwritten by UniCredit Bank AG, Berlin-Hannoversche Hypothekenbank AG, HSH Nordbank AG and Helaba Landesbank Hessen-Thüringen.

Davis Polk advised Citigroup Global Markets Inc., Deutsche Bank AG, Singapore Branch, Goldman Sachs International, The Hongkong and Shanghai Banking Corporation Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc. and Samsung Securities Co., Ltd. as underwriters in connection with a concurrent SEC-registered Schedule B debt offering by KEXIM of $500 million aggregate principal amount of its floating-rate notes due 2016 and $500 million aggregate principal amount of its 2.875% senior notes due 2018.

International law firm Weil, Gotshal & Manges has advised Poland’s leading private television broadcaster, TVN, in connection with an offering of €430m high yield notes to finance the redemption of outstanding high yield notes. Weil acted as US and Polish counsel to TVN.