Mr. Amorosi is a member of Davis Polk & Wardwell’s Corporate Department specializing in mergers and acquisitions. He has regularly acted for a number of strategic clients (e.g., CVS, Morgan Stanley, E*Trade) and private equity clients (e.g., MSCP, DLJMB, Crestview, Corsair, Metalmark and Perry Capital), and has extensive experience in the full range of M&A transactions, including:

Public Company M&A 
Mr. Amorosi has been involved in numerous uncontested, public company transactions. His representations in this arena include:

– CVS on its $26 billion combination with Caremark Rx

– CVS in its $9.6 billion consortium purchase of Albertson’s

– International Paper in its acquisition of Union Camp for $6 billion

– ARM Holdings in its $1 billion acquisition of Artisan Components

– Liberty Media on its $987 million acquisition by Raycom Media

– Morgan Stanley on its acquisition of Saxon Capital for $800 million

– NPTest on its sale to Credence Systems for $660 million

Private Equity Transactions 
Specific private equity transactions on which he has worked include:

– Crestview Partners’ $637 million acquisition of Symbion Healthcare

– Morgan Stanley Capital Partners on the creation of Vanguard Health Systems, a leveraged build-up and on the creation of Noos, a Paris-based cable JV with Suez and NTL

– Corsair Partners as a member of a consortium of investors in their $125 million PIPE investment in NewStar Financial

Contested Transactions 
Mr. Amorosi also has extensive experience representing parties in contested transactions, including acting for:

– CVS in successfully fending off a hostile competing offer and proxy solicitation by Express Scripts in order to complete its $26 billion deal with Caremark Rx

– CNOOC in connection with its attempted acquisition of Unocal for $18.5 billion

– RJR Nabisco on its various proxy contests with Bennett LeBow and Carl Icahn

– ESAT Telecommunications in its successful defense of a hostile offer from Telenor and subsequent acquisition by BT for $2 billion

– NBC in its joint acquisition with Hicks Muse of LIN Television for $1.9 billion over a competing offer from Raycom Media

Private Strategic M&A/Auctions 
He has also been involved in numerous private M&A transactions and auctions, including acting for:

– Morgan Stanley on the sale of its aircraft leasing business to Terra Firma for $2.5 billion

– CVS on its acquisition of drug stores from SUPERVALU for $3 billion

– RJR Nabisco on the sale of its international tobacco business to Japan Tobacco for $7.8 billion

– Bass Plc on its acquisition of the Intercontinental Hotels for $2.9 billion.

Joint Ventures/Restructurings/Unconventional M&A Transactions 
Mr. Amorosi has also represented a range of clients in relation to various joint ventures and special situations, including:

– RJR Nabisco in connection with its reorganization, which included the spin-off of its U.S. tobacco business, the sale of its international tobacco business and various debt tenders

– E*Trade on its sale of a portfolio of asset-backed securities to Citadel and in connection with an investment by Citadel in E*Trade for $2.55 billion

– Morgan Stanley Capital Partners in its investment in Noos, the Paris cable system, in a joint venture with NTL and Suez and on the sale of assets to Noos by France Telecom

Cross-Border Transactions 
He has been involved in many transaction involving international acquirors and targets. Transactions in which he has been involved in this area, include acting for:

– ARM Holdings in its $1 billion acquisition of Artisan Components

– Masco in the sale of Metaldyne to Asahi Tec for $1.1 billion

– CNOOC in connection with its attempted acquisition of Unocal for $18.5 billion

– Yamanouchi in its $310 million sale of Shaklee to Ripplewood and Activated and its sale of Harry & David’s to Wasserstein & Co. for $260 million

– Morgan Stanley Capital Partners in its investment in Noos, the Paris cable system, in a joint venture with NTL and Suez and on the sale of assets to Noos by France Telecom

– ESAT Telecommunications in its successful defense of a hostile offer from Telenor and subsequent acquisition by BT for $2 billion

Mr. Amorosi joined Davis Polk in 1995 and became a partner in 2003. He worked in the New York office from 1995 to 1999, and in the London office from 1999 to 2001. He returned to the New York office in 2001, but spent most of 2004 in the Menlo Park office. He is now back in the New York office full-time.

He graduated, cum laude, from Georgetown University in 1991 and in 1995 received his J.D., magna cum laude, Order of the Coif, from Georgetown University Law Center.

In October 2007, The New York Times listed Mr. Amorosi, along with several other Davis Polk partners, as one of the leading dealmakers on Wall Street under 40 years of age (“Facebook of Wall Street’s Future,” NYT, Oct. 3, 2007).