Davis Polk & Wardwell is advising COFCO Limited, China’s largest national agricultural trading and processing company, in connection with its acquisition of 7,000,000 shares, or 4.95% of Smithfield’s common stock at a purchase price per share equal to the closing price of Smithfield’s common stock on the pricing date for a proposed offering of convertible senior notes by Smithfield. With sales of $11 billion, Smithfield is a leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs.
In connection with the acquisition, Smithfield has agreed to nominate Mr. Gaoning Ning, chairman of COFCO, for election as a director at its 2008 annual shareholders’ meeting. COFCO’s investment in Smithfield is passive in nature and the purchase agreement contains standstill provisions.
The initial 3.1 million of shares is expected to be delivered following the offering of Smithfield’s convertible senior notes. Settlement on the remainder of the shares will be subject to completion of Hart-Scott-Rodino antitrust review.
The Davis Polk corporate team includes partners Jeffrey Small and John M. Brandow of the New York office, Show-Mao Chen and Howard Zhang of the Beijing office, and partner Kirtee Kapoor, associates Shaoyun (Anna) Xu and Li Han of the Hong Kong office, and summer associate Adam J. Ross of the New York office. Partner Po Sit and associate Neil Weinberg of the New York office are providing tax advice. Partner Joel M. Cohen and associate Stephen M. Pepper of the New York office are providing HSR advice. Partner Randall D. Guynn of the New York office and counsel Margaret M. Ayres of the Washington, DC, office are providing regulatory advice. Ka Ying (Candice) Ng of the Hong Kong office is the legal assistant for the transaction.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and Greenwich Capital Markets, Inc. as joint book-running managers and representatives of the underwriters, on an SEC-registered offering by Rio Tinto Finance (USA) Limited of $5 billion principal amount of notes. The offering consisted of $2.5 billion principal amount of 5.875% notes due 2013, $1.75 billion principal amount of 6.500% notes due 2018 and $750 million 7.125% notes due 2028, guaranteed on a senior unsecured basis by Rio Tinto plc, a public limited company incorporated under the laws of England and Wales, and Rio Tinto Limited (ABN 96 004 458 404), a corporation incorporated under the laws of the State of Victoria, Australia (together with Rio Tinto plc, the “Guarantors”).
Rio Tinto Finance (USA) Limited is a finance company of the Rio Tinto Group, which is a leader in finding, mining and processing the earth’s mineral resources. Major products include aluminum, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt and talc) and iron ore. The Group’s activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa.
The Davis Polk corporate team included partner Nigel D. J. Wilson and associates Harold J.G. Brunink, Gerard H. Kelly (not yet admitted) and Chin W. Lee (not yet admitted) of the London office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Partner Gail A. Flesher and associate Heather Daly of the New York office provided environmental advice. Counsel William B. Hoffman of the Washington, D.C., office provided OFAC advice. Rachel Sterling of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Goldman, Sachs & Co., Banc of America Securities LLC, Dahlman Rose & Company LLC and Oppenheimer & Co. as underwriters on the $125 million SEC-registered initial public offering of 8,333,333 shares of common stock of Britannia Bulk Holdings Inc. (Britannia). The shares have been admitted to trading on the New York Stock Exchange.
Incorporated in the Marshall Islands, Britannia is an international provider of drybulk shipping and maritime logistic services with a leading market position in transporting drybulk commodities in and out of the Baltic region.
The Davis Polk corporate team included partner Harald Halbhuber, associates Beth Hooton Ruiz and Won Juan Kim (not yet admitted) and summer associate Livingston A. Miller of the London office and associate Andreea Stan (not yet admitted) of the New York office. Partner John D. Paton and associate Brian Radigan of the London office and Nora N. Muller of the Paris office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Paulina Vargas and summer intern Yuval Halfon of the London office were the legal assistants on the transaction.
Davis Polk & Wardwell today announced that Frank J. Azzopardi, Neil Barr, Maurice Blanco, Mark J. Lehmkuhler, Jeffrey R. O’Brien and Paula A. Ryan have been elected partners of the firm effective July 1, 2008. Davis Polk now has 168 partners in its offices in New York, Menlo Park, Washington, D.C., London, Paris, Frankfurt, Madrid, Hong Kong, Beijing and Tokyo.
Mr. Azzopardi is a corporate lawyer with extensive transactional experience in overseeing intellectual property, technology and media related issues arising from corporate transactions, such as mergers, asset sales, reorganizations, spinoffs, licensing and supply arrangements, joint ventures, collaborations and rights agreements. His experience includes advising entertainment and media, information technology, biotechnology, investment banking, private equity and other clients on a variety of matters. Mr. Azzopardi also has extensive litigation experience involving intellectual property disputes, especially in the area of trademarks and passing off. He has provided advice to Comcast, Texas Instruments, Bertelsmann, Morgan Stanley, Roche, Syngenta and Emerson, among others.
Mr. Barr is a tax lawyer advising clients on federal income tax matters, including mergers, acquisitions, spinoffs, splitoffs, private equity investments and financial products. In addition, he has advised clients in connection with various tax controversy matters. He recently has advised Comcast in connection with its pending investment in the WiMax joint venture between Clearwire and Sprint, as well as in connection with its acquisition and disposition of various cable properties; AIG in connection with the leveraged buyout of Kinder Morgan; Marsh & McLennan in connection with the sale of Putnam Investments; and Old Lane in connection with its acquisition by Citigroup. He recently was listed as a leading tax lawyer in Chambers USA – America’s Leading Lawyers for Business 2008.
Mr. Blanco is a corporate lawyer concentrating on capital markets transactions, and is a member of the firm’s Latin America and Spain Practice Group. He has worked on public and private debt and equity offerings, exchange offers and debt restructurings by U.S. and non-U.S. issuers in a variety of industries. He recently advised on the initial public offering (one of the largest ever in Latin America) of BM&F (the Brazilian futures exchange); the initial public offerings of Western Refining, Virtual Radiologic Corporation and Megacable; high-yield debt offerings by Independência and Neenah Foundry; and follow-on equity offerings by Copa Airlines and Anhanguera.
Mr. Lehmkuhler is a corporate lawyer who has worked in the firm’s Hong Kong and Tokyo offices since 1997. His work focuses on mergers and acquisitions transactions, including private equity portfolio investments, leveraged buyouts, tender offers, and cross-border joint ventures and strategic alliances throughout Asia. He has advised a number of institutional clients in connection with the formation of Asia-focused private equity funds and other investment vehicles. He also has significant experience in Asian high-yield bond financings and other capital markets transactions.
Mr. O’Brien is a corporate lawyer in the London office, advising on mergers and acquisitions, capital markets and credit transactions, and corporate governance matters. Among his recent M&A transactions, he has advised bidders in connection with several public and private company auctions; Royal Caribbean on its acquisition of Pullmantur; Morgan Stanley on the sale of its aircraft leasing business to Terra Firma; Julius Baer on its acquisition of three private banks and an asset manager from UBS; and Novo Nordisk on several strategic transactions. Among his recent capital markets transactions, he has advised Codere on three high-yield bond offerings and its IPO; Cairn India on an equity private placement; BBVA on its benchmark Rule 144A/Regulation S covered bond offering; Julius Baer on an underwritten rights offering; and the issuers or underwriters in connection with several initial public offerings in Spain.
Ms. Ryan is a trusts and estates lawyer, focusing on multigenerational estate planning for high net worth individuals. She has extensive experience advising individuals and financial institutions in connection with the administration of complex estates and trusts, including in tax planning, tax controversies and addressing the concerns of beneficiaries. She also counsels individuals in connection with a broad range of personal and financial matters, including charitable giving, the creation and operation of private foundations, the disposition of collectibles and various family matters.
Davis Polk & Wardwell is advising Photon Dynamics, Inc. in connection with its proposed $290 million acquisition by Orbotech Ltd. Based in San Jose, California, Photon Dynamics is a provider of flat panel display test and repair systems. Headquartered in Yavne, Israel, Orbotech designs, manufactures and markets automated inspection equipment for printed circuit boards and flat panel displays.
Under the terms of the merger agreement, Photon Dynamics shareholders will receive $15.60 in cash for each Photon Dynamics share, valuing the transaction at approximately $290 million. The transaction is expected to close during the second half of 2008 and is subject to customary closing conditions, including approval by Photon Dynamics’ shareholders and regulatory clearances.
The Davis Polk corporate team includes partners William M. Kelly and Mischa Travers, associates Peter M. Lamb, Kenneth Hwang and Stephen Lindholm and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Counsel Cynthia Akard of the Menlo Park office is providing employee benefits advice. Partner Steven S. Weiner and associate Emma Maconick of the Menlo Park office are providing intellectual property advice. Counsel Margaret M. Ayres and associate Bethany K. Hipp of the Washington, D.C., office are providing regulatory advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office are the legal assistants for the transaction.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, BNP Paribas and Goldman Sachs International as joint global coordinators and joint book-runners for an offering of 760,295,181 ordinary shares of UBS AG, which raised gross proceeds of approximately CHF 15.7 billion (approximately $15.1 billion). The offering consisted of a rights offering to UBS AG’s existing shareholders and an offering of the shares not subscribed for in the rights offering. Both offerings comprised (i) public offerings in Switzerland, Germany, Austria, the United Kingdom, France, Italy and Lichtenstein, (ii) private placements to certain institutional investors outside the United States in reliance on Regulation S and (iii) a public offering in the United States under the US Securities Act of 1933. The new shares are traded on the EU-compatible segment of the SWX Swiss Exchange, the New York Stock Exchange and the Tokyo Stock Exchange.
UBS AG is a global firm, working with corporate, institutional and private clients. Its strategy is to concentrate on three global core businesses—wealth management, asset management and investment banking and securities trading. UBS AG also focuses on retail and corporate banking in Switzerland.
The Davis Polk corporate team included partners Jeffrey M. Oakes, Paul E. Kumleben and John Banes and associate Bradley Mitchell, all of the London office, and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell acted as counsel to the underwriters in establishing a WKSI shelf registration statement for Allianz SE and certain financing subsidiaries, and advised Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running lead managers on the first takedown from the shelf, consisting of an offering of $2 billion 8.375% undated subordinated callable bonds (including an over-allotment option) by Allianz SE. The securities are traded on the New York Stock Exchange.
Headquartered in Munich, Germany, Allianz is one of the leading insurers and financial services providers worldwide.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associate Emiliano Tornese (not yet admitted) of the London office and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets, Merrill Lynch and Morgan Stanley as joint bookrunners for a group of co-managers in connection with a $2 billion SEC-registered offering of 8.50% perpetual hybrid capital securities of ING Groep N.V.
Based in Amsterdam, ING is one of the world’s largest financial institutions, with significant insurance, banking and asset management operations primarily in the Benelux, North America, Asia and a number of emerging markets in Central Europe and South America.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associates Victoria E. Cumings, Harold J.G. Brunink and Emiliano Tornese (not yet admitted) of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Counsel Erin K. Cho and associate Ann Becchina of the New York office provided ERISA advice. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell is advising Cadence Design Systems, Inc. in connection with its proposal to acquire Mentor Graphics Corporation for $16 per share in cash. Based in San Jose, California, Cadence Design Systems enables global electronic-design innovation and plays an essential role in the creation of today's integrated circuits and electronics. Mentor Graphics is based in Wilsonville, Oregon.
The Davis Polk corporate team includes partners Francis S. Currie and Martin A. Wellington of the Menlo Park office, partner Leonard Kreynin of the New York office, associates Zachary Patton, Jeffrey M. Smith and Stephen Lindholm of the Menlo Park office, and summer associate David Zelkind of the Menlo Park office. The regulatory team includes partners Arthur J. Burke, Christopher B. Hockett, associates Rajat Soni and Nathan Lipscomb and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office, are providing tax advice. Partner Jean M. McLoughlin of the New York office and counsel Cynthia Akard of the Menlo Park office are providing employee benefits advice.
Davis Polk & Wardwell is advising DLJ Merchant Banking Partners on its €4.30 per share, or a maximum of €290.8 million, offer to buy Guala Closures SpA. Italian bank Intesa Sanpaolo will take a 20% stake in GCL Holdings Sarl, the vehicle company set up for the offering, by the start of the acceptance period.
Italian Guala Closures is among the worldwide leaders in the production of non-refillable closures for spirits, beverages and edible oil. DLJ Merchant Banking Partners is a private equity investment affiliate of Credit Suisse.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Scott D. Mitnick, Stevan R.B. Nicholas and Vijay J. Shroff of the New York office. The tax team includes partner Mary Conway and associates Joanna Mork and Catherine Paskoff Chang of the New York office, and partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and Banc of America Securities LLC as joint book-running managers and representatives of the underwriters on the $60 million SEC-registered secondary offering of 5,000,000 shares of common stock of Monotype Imaging Holdings, Inc.
Monotype, based in Boston, Massachusetts, is a leading provider of text imaging solutions that enable the display and printing of high quality digital text by consumer electronic devices, such as laser printers, digital copiers and mobile phones. Monotype’s library of fonts has over 9,000 typefaces, including Times New Roman, Helvetica and ITC Avant Garde.
The Davis Polk corporate team included partner Martin A. Wellington, associates Peter M. Lamb and Stephen Lindholm and legal assistants Karla K. Rogers, Jessica L. Talbot and Michael Rhodes, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice.
Davis Polk & Wardwell advised Banc of America Securities LLC, Citigroup Global Markets Inc. and Lehman Brothers Inc. as joint book-running managers on a $500 million SEC-registered offering by The Hartford Financial Services Group, Inc. of its 8.125% fixed-to-floating-rate junior subordinated debentures due 2068.
The Hartford is one of the nation’s largest financial services and insurance companies and a leading provider of investment products, individual life, group life and disability insurance products, and property and casualty insurance products.
The Davis Polk corporate team included partners Ethan T. James and Luigi L. De Ghenghi, counsel Courtenay U. Myers, associates Nadine M. Arendt, Patricia T. Niebauer, Alexander N. MacLeod (not yet admitted) and summer associate Steven Schuh. Partner Michael Mollerus and associate Raymond J. Holst provided tax advice. Associate Natasha Sankovitch provided ERISA advice. Erica Nuber was the legal assistant for the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as joint book-running managers and representatives of the initial purchasers on a $1.265 billion Rule 144A offering by NetApp, Inc. of its 1.75% convertible senior notes due 2013. In connection with the offering, NetApp, Inc. also entered into convertible note hedge and warrant transactions with the initial purchasers.
NetApp, Inc. is a leading provider of storage and data management solutions.
The Davis Polk corporate team included partners Alan F. Denenberg and Mischa Travers and associates Jeffrey Gould and Christopher D. Kelley of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Partner James T. Rothwell and associate Marcel Fausten of the New York office provided equity derivatives advice. Jessica L. Talbot and Michael Nguyen of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Thomas Weisel Partners LLC as sole underwriter in connection with an SEC-registered offering by Nuance Communications, Inc. of approximately $101 million of common stock.
Based in Burlington, Massachusetts, Nuance is a leading provider of speech-based solutions for businesses and consumers worldwide.
The Davis Polk corporate team included partner Alan Dean and associates Jeff Ramsay and Kenneth Piercy. Partner Samuel Dimon and associate Nancy Chen provided tax advice. Gwendolyn P. Ranada was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised the board of directors of Guaranty Financial Group Inc. (GFG) in connection with private placement agreements entered into with several investors to receive a capital infusion that, when added to the $38.4 million investment by TRT Financial Holdings, LLC on May 30, 2008, will result in total gross proceeds raised of approximately $600 million.
The agreements call for GFG to issue 5.54 million shares, in the aggregate, of a series of convertible perpetual cumulative preferred stock for $51.70 per share, for an aggregate purchase price of approximately $287 million. Approval by Guaranty’s stockholders is required before the conversion feature of the convertible preferred stock can be exercised. Each share of convertible preferred stock will automatically convert into 10 shares of GFG common stock after stockholder approval and necessary regulatory approvals are received. A separate agreement has also been entered into with several investors to purchase, for an aggregate purchase price of $275 million, units comprising subordinated debt to be issued by Guaranty Bank and, in the aggregate, 638,000 shares of convertible preferred stock.
Guaranty Financial Group Inc. is the second-largest publicly traded financial institution holding company headquartered in Texas and one of the 50 largest publicly traded financial institution holding companies based in the US ranked by asset size.
The Davis Polk corporate team included partner William M. Kelly and summer associate Micah G. Block of the Menlo Park office and partner Randall D. Guynn of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice.
Davis Polk & Wardwell advised VF Corporation on its acquisition of one-third of the capital stock of Mo Industries Holding, Inc. The agreement provides a mechanism whereby VF may acquire the balance of the capital stock in the early part of 2009. The financial terms of the transaction were not disclosed.
VF Corporation is a Greensboro, North Carolina-based global leader in lifestyle apparel with a diverse portfolio of jeanswear, outdoor, imagewear, sportswear and contemporary apparel brands. Its principal brands include Wrangler, Lee, Riders, The North Face, Vans, Reef, Eagle Creek, Eastpak, JanSport, Napapijri, Nautica, Kipling, John Varvatos, 7 For All Mankind, lucy, Majestic and Red Kap. Mo Industries is the Los Angeles-based owner of the Splendid and Ella Moss women's contemporary sportswear brands.
The Davis Polk corporate team included partner George R. Bason Jr. and associate Scott D. Mitnick of the New York office, and partner Julia K. Cowles and associates Robert J. Maynes and Vincent T. Cannon of the Menlo Park office. Associate Stephen M. Pepper of the New York office provided antitrust advice. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Counsel Cynthia Akard of the Menlo Park office provided benefits advice.
Davis Polk & Wardwell advised El Paso Electric Company on its SEC-registered offering of $150 million aggregate principal amount of 7.50% senior notes due 2038. Credit Suisse Securities (USA) LLC was the sole underwriter.
El Paso Electric Company is a public utility engaged in the generation, transmission and distribution of electricity in an area of approximately 10,000 square miles in west Texas and southern New Mexico.
The Davis Polk corporate team included partners Daniel G. Kelly Jr. and Sarah K. Solum, and associates Christopher Pan and Stephen Lindholm, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office, provided tax advice. Partner Gail A. Flesher and associate Hayden Baker of the New York office provided environmental advice. Michael Nguyen and Beverly G. Walsh of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC as sole book-running manager and representative for the underwriters on an SEC-registered offering by Universal Health Services, Inc. of $150 million aggregate principal amount of 7.125% notes due 2016.
UHS owns and operates acute care hospitals, behavioral health centers, surgical hospitals, ambulatory surgery centers and radiation oncology centers located in 32 states, Washington, D.C., and Puerto Rico.
The Davis Polk corporate team included partner Sarah E. Beshar and associates Mariana Boranga and Roman Ajzen (not yet admitted). The tax team included partner Mario J. Verdolini and associate Alexander B. Patterson (not yet admitted). James H. McCormick was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Tekni-Plex, Inc. on an out-of-court restructuring of its balance sheet, pursuant to which over $300 million of its 12.75% senior subordinated notes due 2010 were exchanged for common stock, the company’s preferred stock was exchanged for three series of warrants and the company’s existing common stock was repurchased by the company. Davis Polk also advised Tekni-Plex on an upsizing of its credit facility to $110 million.
Tekni-Plex is a global, diversified manufacturer of packaging, packaging products and materials, as well as tubing products. The company primarily serves the food, health care and consumer markets. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada.
The Davis Polk team included partners Lawrence E. Wieman, Marshall S. Huebner and Michael Kaplan, and associates Jean Weng, Brian M. Resnick, Hugh McCullough, Joanna A. McGinley, Florian Feder, Alexander N. Macleod (not yet admitted) and Hilary Dengel (not yet admitted). Additionally, partner Gail A. Flesher and associate Brianne M. Lucyk provided environmental advice, partner Kathleen L. Ferrell and associate Joshua Ruland provided tax advice, associate Ada Dekhtyar provided executive compensation and employee benefits advice and counsel Susan D. Kennedy provided real estate advice. All members of the Davis Polk team are based in the New York office.
Today the Court of Appeals for the Second Circuit issued a decision affirming District and Bankruptcy Court decisions granting a petition by the board of directors of Telecom Argentina under former Section 304 of the Bankruptcy Code. In the face of a national economic crisis in Argentina, Telecom Argentina had commenced reorganization of its US$3.3 billion of unsecured financial debt, some of which was registered in the US. Telecom Argentina ultimately filed an acuerdo preventivo extrajudicial, or APE, insolvency proceeding in Argentina that resulted in approval of a reorganization plan that addressed all of its unsecured financial debt and was approved by most of its holders. However, one holder contended that it was entitled to payment in full of debt registered in the US. Telecom Argentina commenced a proceeding under Section 304 seeking enforcement in the US of its APE plan. Recognition of the plan was granted after a trial in the Bankruptcy Court. The Bankruptcy Court's decision that the APE proceeding was fair and entitled to recognition as a matter of comity was affirmed by the District Court, and ultimately by the Second Circuit. The Second Circuit firmly rejected the claim that the US Trust Indenture Act requires payment in full to holders of debt registered in the US.
Telecom Argentina is the fixed-line operator of local and long-distance services in northern and southern Argentina.
The Davis Polk litigation team, for both the trial and the appeal, included partner Karen E. Wagner and associate Jordan Leigh Smith, both from the New York office. Partner Julia K. Cowles of the Menlo Park office handled Telecom Argentina's complex corporate reorganization.
Davis Polk & Wardwell advised PepsiCo, Inc. on its SEC-registered offering of $1.75 billion aggregate principal amount of 5.00% senior notes due 2018. Merrill Lynch, Pierce, Fenner & Smith, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated acted as joint book-running managers for the offering.
Based in Purchase, New York, PepsiCo, Inc. is a leading global snack and beverage company that markets and sells a variety of salty, convenient, sweet and grain-based snacks, carbonated and non-carbonated beverages and foods.
The Davis Polk team included partner Joseph A. Hall and associates Tom C.W. Lin and Kerry Kopke (not yet admitted). Partners Avishai Shachar and Mario J. Verdolini and associates Amir C. Chenchinski and Craig A. Phillips provided tax advice. Maximillian L. Tcheyan was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint book-running managers on an SEC-registered offering by Lexmark International, Inc. of $650 million aggregate principal amount of senior notes. The offering consisted of $350 million principal amount of 5.900% senior notes due 2013 and $300 million principal amount of 6.650% senior notes due 2018.
Lexmark is a leading developer, manufacturer and supplier of printing and imaging solutions for offices and homes. Its products include laser printers, inkjet printers, multifunction devices and associated supplies, services and solutions.
The Davis Polk corporate team included partner Richard A. Drucker, associates Laura I. Martínez and Chee-Kwan Kim and summer associate Livingston A. Miller, all of the New York office. The tax team included partner Michael Mollerus and associate Kevin J. Brogan of the New York office. The environmental team included counsel Loyti Cheng and associates Elisabeth Hanratty and Wendy Chong (not yet admitted) of the New York office. Partner Steven S. Weiner and associate Vishnu Reddy of the Menlo Park office provided intellectual property advice Elizabeth Rollings of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell advised PartnerRe Ltd. and PartnerRe Finance A LLC on an SEC-registered offering of $250 million aggregate principal amount of 6.875% senior notes due 2018 by PartnerRe Finance A LLC, fully and unconditionally guaranteed by PartnerRe Ltd. The offering was made through an underwriting syndicate led by Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC.
PartnerRe Ltd., a Bermudan international reinsurance group, is a leading global reinsurer, providing multi-line reinsurance to insurance companies. PartnerRe Ltd., through its wholly owned subsidiaries, also offers alternative risk products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines, life/annuity and health, and alternative risk products.
PartnerRe Finance A LLC, a Delaware limited liability company, is an indirectly wholly owned subsidiary of PartnerRe Ltd.
The Davis Polk corporate team included partners Richard J. Sandler and Ethan T. James, counsel Courtenay U. Myers and associates Sonia L.R. Garner and Yue (Mark) Li. Partner Lucy W. Farr and associates Joanna Mörk and Joshua Ruland provided tax advice. Associate Ann Becchina provided ERISA advice. Viktor Chistyakov was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Inc., Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC as joint book-running managers and representatives of the underwriters on an SEC-registered offering by Hovnanian Enterprises, Inc. of approximately $133 million of common stock.
Hovnanian Enterprises, Inc. is headquartered in Red Bank, New Jersey, and is one of the nation’s largest builders of residential homes.
The Davis Polk corporate team included partner Michael Kaplan and associates Jeff Ramsay and Ezgi Kaya (not yet admitted). Partner Gail A. Flesher provided environmental advice. Partner Harry Ballan and associate Catherine P. Tennant provided tax advice. Maxwell Sandgrund was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Limited, DEPFA BANK plc, Deutsche Bank AG, London Branch, The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc as joint lead managers in connection with a Schedule B debt offering by The Export-Import Bank of Korea of €750 million in aggregate principal amount of its 5.75% notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Kee Won Shin and Brian J. Baker of the Hong Kong office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Utendahl Capital Partners, L.P. as underwriters in connection with the initial public offering of 14,000,000 shares of common stock of Verso Paper Corp. for approximately $168 million. The shares are listed on the New York Stock Exchange under the symbol "VRS". Verso Paper Corp., an affiliate of Apollo Management, L.P., is one of North America’s leading suppliers of coated papers to catalog and magazine publishers.
The Davis Polk capital markets team included partner Michael Kaplan and associates Jeff Ramsay, Laura I. Martínez and Somnath Bhattacharyya (not yet admitted). Counsel Betty Moy Huber and associate Brianne M. Lucyk provided environmental advice. Counsel Marcie A. Goldstein advised on NASD matters. Amarilys Katy Barbosa was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC as bookrunners on an SEC-registered offering by Genworth Financial, Inc. of $600 million aggregate principal amount of 6.515% senior notes due 2018.
Genworth is a leading financial security company dedicated to providing insurance, investment and financial solutions that help meet the homeownership, life security, wealth management and retirement security needs of more than 15 million customers, with a presence in more than 25 countries.
The Davis Polk corporate team included partners Richard J. Sandler and Manuel Garciadiaz and associates Maurice Blanco, Mariana Boranga and Roman Ajzen (not yet admitted). Partner Po Sit and associate Seth H. Poloner provided tax advice. Associate Ann Becchina provided ERISA advice. James H. McCormick was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Altria Group, Inc. in connection with its sale on March 25, 2008, of 120 Park Avenue, New York, New York, for the purchase price of $525 million to a subsidiary of Global Holdings, Inc., a private US real estate investment company, which is part of Eyal Ofer family interests. As part of the transaction, Altria leased back a floor, and Philip Morris International Inc., a Virginia corporation and a subsidiary of Altria, which was subsequently spun off by Altria, leased three floors with approximately 74,500 aggregate rentable square feet.
The Davis Polk corporate team included partner Thomas Patrick Dore Jr., counsel Susan D. Kennedy and associates Karla Booth, Jonathan H. Pacheco and Jeffrey Meriggi (not yet admitted). Partner Gail A. Flesher and associate Brianne M. Lucyk provided environmental advice. Kathleen T. Ray was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and UBS Securities LLC as underwriters of the $156.4 million SEC-registered secondary offering of 4,375,000 shares of Class A common stock of Copa Holdings, S.A. held by Continental Airlines, Inc. The common stock is listed on the New York Stock Exchange under the symbol “CPA.”
Based in Panama, Copa Holdings is a leading Latin American provider of airline passenger and cargo service through its two principal operating subsidiaries, Copa and AeroRepública.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Kenneth Piercy and Roman Ajzen (not yet admitted). Partner Po Sit and associate Catherine Paskoff Chang provided tax advice. Eric Ross was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and UBS Securities LLC as joint book-running managers of a $175 million registered offering by TTM Technologies, Inc. of its 3.25% convertible senior notes due 2015. In connection with the offering, TTM Technologies also entered into note hedge and warrant transactions with affiliates of J.P. Morgan Securities Inc. and UBS Securities LLC.
TTM Technologies is a leading provider of printed circuit boards and backplane assemblies.
The Davis Polk corporate team included partners Alan F. Denenberg and Mischa Travers and associates Peter M. Lamb, Jeffrey M. Smith and Christopher D. Kelley of the Menlo Park office. Partner Michael Farber of the New York office and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Partners Witold Balaban and Linda A. Simpson and associates Yan Zhang and Marcel Fausten, all of the New York office, provided equity derivatives advice. Counsel Betty Moy Huber and associate Wendy Chong (not yet admitted) of the New York office provided environmental advice. Karla K. Rogers and Beverly G. Walsh of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell acted as counsel to the underwriters Deutsche Bank Securities Inc., Merrill Lynch & Co., Citigroup and Wachovia Securities as joint book-running managers on an offering of 50,600,000 8.05% trust preferred securities totaling US$1.265 billion (including an over-allotment option) by Deutsche Bank Contingent Capital Trust V, a Delaware statutory trust and wholly owned subsidiary of Deutsche Bank AG, guaranteed on a subordinated basis by Deutsche Bank Aktiengesellschaft.
The securities initially qualify as upper Tier 2 regulatory capital for the bank and are entitled to a cumulative dividend. On one or more occasions, Deutsche Bank AG may elect to qualify all or a percentage of the trust preferred securities as Tier 1 regulatory capital in increments of at least 10% of the liquidation preference amount or an integral multiple thereof, from which point the positions of the securities so converted will only be entitled to non-cumulative dividends. The trust preferred securities will trade on the New York Stock Exchange. Headquartered in Frankfurt am Main, Germany, Deutsche Bank is the largest bank in Germany and one of the largest financial institutions in Europe and the world measured by total assets.
The Davis Polk corporate team included partner Patrick S. Kenadjian and associate Barbora Moring of the Frankfurt office and associate Victoria E. Cumings of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell is advising Comcast Corporation on its acquisition of Plaxo, Inc., a California-based Internet company that develops automatically updating address book software and social networking software. The terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner William H. Aaronson and associates Eli J. Vonnegut (not yet admitted) and Robby Sen (not yet admitted). Partner Rachel D. Kleinberg of the Menlo Park office is providing tax advice. Partner Kyoko Takahashi Lin and associate Sam I. Valverde (not yet admitted) are providing benefits advice. Counsel Betty Moy Huber and associate Fiona Watson D'Souza are providing environmental advice. Counsel Joseph J. Sperber and associate Alan R. Lewis are providing real estate advice. Associates Frank J. Azzopardi, Matthew J. Bacal and Christopher L. Beals (not yet admitted) are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Samuel Lines is the legal assistant on the transaction. Except as indicated above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Tyco Electronics Ltd. on the sale of its Radio Frequency Components and Subsystem business to Cobham Defense Electronic Systems for $425 million in cash. The transaction is subject to customary regulatory approvals and is expected to close by the end of 2008.
Tyco Electronics’ Radio Frequency Components and Subsystem business, with approximately 2,000 employees primarily located at 11 locations throughout the United States and Europe, designs, manufactures and markets amplifiers, antennas, attenuators, diodes, signal generators, limiters, transistors, modulators and mixers, and microwave and millimeter wave integrated circuits for the aerospace, defense and commercial markets. Cobham Defense Electronic Systems, a subsidiary of Cobham plc, designs and manufactures microwave components, integrated assemblies and sub-systems for the US Department of Defense and other military and government customers around the world.
The Davis Polk corporate team includes partner William H. Aaronson and associates Paul D. Hodgdon, Darren S. Klein and Ron E. Garber (not yet admitted), as well as associate Emiliano Tornese (not yet admitted) of the London office. Partner Kyoko Takahashi Lin and associates Sonal Jain (not yet admitted) and Sam I. Valverde (not yet admitted) are providing employee benefits advice. Associates Frank J. Azzopardi, Stefan Quick and Joshua M. Kaplan (not yet admitted) are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Counsel Betty Moy Huber and associate Brianne M. Lucyk are providing advice as to environmental matters. Associate Regina Chang is providing real estate advice. Partner Lawrence E. Wieman is providing credit advice. Partner Rachel D. Kleinberg of the Menlo Park office and associate Neil Barr are providing tax advice. Joshua Cho is the legal assistant for the transaction. Except as noted above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Goldman, Sachs & Co and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers and representatives of the several underwriters on an SEC-registered offering by The Travelers Companies, Inc. of $500 million aggregate principal amount of 5.800% senior notes due 2018.
Based in St. Paul, Minnesota, The Travelers Companies, Inc. is a holding company principally engaged, through its subsidiaries, in providing a wide range of commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals.
The Davis Polk corporate team included partner Luigi L. De Ghenghi and associates Nadine M. Arendt, Alexander Young-Anglim and Michael J. Moldowan (not yet admitted). The tax team included partner Lucy W. Farr and associate Elyssa N. Friedland (not yet admitted). Counsel Erin K. Cho provided ERISA advice. Gwendolyn P. Ranada was the legal assistant for the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising GSC Acquisition Company (GSCAC) on its $1.3 billion merger with Complete Energy Holdings, LLC. Under the terms of the transaction agreements, GSCAC is expected to issue approximately $440 million of new equity to Complete Energy’s current owners and to other holders of debt and equity of Complete Energy subsidiaries, assume approximately $627 million of net project-level debt, and retire other debt and pay transaction expenses of approximately $183 million, and a GSCAC subsidiary will also issue a $50 million mezzanine note. The transaction is subject to shareholder approval and to customary closing conditions, including regulatory approvals.
GSC Acquisition Company is a special-purpose acquisition company whose manager completed its initial public offering in June 2007 and trades on the AMEX under the ticker “ GGA.” Headquartered in Houston, Texas, Complete Energy is an independent power-generating company established in January 2004 to acquire, own and operate merchant and contracted electricity-generating facilities in key US markets.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Jeffrey Wool, Emmanuel Cohen, Phillip G. Sharp, Andrea Buti (not yet admitted), Melba Ethel Kapesa (not yet admitted) and Kerry Kopke (not yet admitted). The capital markets team includes partners Richard A. Drucker and Deanna L. Kirkpatrick and associates Jeff Ramsay and Michael Segall. The tax team includes partner William H. Weigel and associate Nancy Chen. Partner Gail A. Flesher and associates Hayden Baker and Elisabeth Hanratty are providing environmental advice. Counsel John T. Wright and associate Sam I. Valverde (not yet admitted) are providing employee benefits advice. Partner Jinsoo H. Kim and associates Norberto E. Quintana, Pheabe S. Morris and Andrea J. Gildea are providing credit advice. Counsel James P. McIntyre and associates Regina Chang, John Naughton (not yet admitted) and Alan R. Lewis are providing real estate advice. Associate Frank J. Azzopardi is providing intellectual property advice. Kara N. Johnson, Audrey T. Nelson and Bernadette M. Sullivan are the legal assistants on the transaction.
Davis Polk & Wardwell advised Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as joint book-running managers and Banc of America Securities LLC, BNY Capital Markets, LLC and Deutsche Bank Securities Inc., as bookrunners on a $1 billion registered public offering by Legg Mason, Inc. of equity units, each equity unit consisting of (i) a purchase contract to purchase shares of Legg Mason common stock and (ii) a 5% undivided beneficial ownership interest in $1,000 principal amount of Legg Mason’s 5.60% senior notes due June 30, 2021. The proceeds of this offering will be used by Legg Mason for general corporate purposes.
Legg Mason is a global asset management company that provides investment management and related services to institutional and individual clients, company-sponsored mutual funds and other investment vehicles. The company offers these products and services directly and through various financial intermediaries. Legg Mason’s business is divided into three divisions: Managed Investments; Institutional; and Wealth Management. Within each of these divisions, the company provides its services through a number of asset managers, each of which is an individual business that generally markets its products and services under its own brand name. The predecessor companies to Legg Mason Inc. trace back to Legg & Co., a Maryland-based broker-dealer formed in 1899.
The Davis Polk corporate team included partner Keith L. Kearney and associates Jane MacRae and Kenneth Piercy. The Davis Polk equity derivatives team included partners Ray Ibrahim and Mark M. Mendez and associates Alina Fulop and Derek Dostal. Partner Lucy W. Farr and associate Matthew Kohley (not yet admitted) provided tax advice. Elizabeth Rollings was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers on a $500 million SEC-registered offering by The Hartford Financial Services Group, Inc. of its 6% senior notes due 2019.
The Hartford is one of the nation’s largest financial services and insurance companies and a leading provider of investment products, individual life, group life and disability insurance products, and property and casualty insurance products.
The Davis Polk corporate team included partner Ethan T. James, counsel Courtenay U. Myers and associates Shawei T. Wang and Daying Zhang (not yet admitted), all of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice. Associate Natasha Sankovitch of the New York office provided ERISA advice. Erica Nuber of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell advised BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities Ltd. as representatives of the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) of $1 billion 3.625% notes due 2013. The notes are guaranteed by the Republic of Austria. OeKB serves as Austria's central bank for providing export financing.
The Davis Polk corporate team included partner Patrick S. Kenadjian of the Frankfurt office and associate Barry Mansfield of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC as joint book-running managers and representatives of the underwriters on an SEC-registered offering by Range Resources Corporation of approximately $294 million of common stock. Davis Polk also advised J.P. Morgan Securities Inc. and Banc of America Securities LLC as joint book-running managers and representatives of the underwriters on a concurrent SEC-registered offering by Range Resources Corporation of $250 million principal amount of 7.25% senior subordinated notes due 2018.
Based in Fort Worth, Texas, Range Resources is an independent oil and gas company operating in the Southwestern, Appalachian and Gulf Coast regions of the United States. Range Resources pursues a growth strategy that targets exploitation of its sizeable inventory of lower-risk development drilling opportunities, including an increasing number of projects that target shale and coal bed methane resource projects. These development activities are combined with higher-potential exploration projects and a complementary acquisition effort.
The Davis Polk corporate team included partner Sarah E. Beshar and associates Jeffrey Pohlman and John Naughton (not yet admitted). The Davis Polk tax team included partner Michael Mollerus and associate Kevin J. Brogan. The environmental team included partner Gail A. Flesher and associate Elisabeth Hanratty. James H. McCormick was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Comcast Corporation on its $1.05 billion investment in a new public company resulting from the combination of the high-speed wireless businesses of Sprint Nextel Corporation and Clearwire Corporation. The new company, which will be named Clearwire, will be focused on expediting the deployment of the first nationwide mobile WiMAX network to provide a true mobile broadband experience for consumers, small businesses, medium and large enterprises, public safety organizations and educational institutions.
Intel, Google, Time Warner Cable and Bright House Networks will also invest in Clearwire, at a target price of $20 per share, for a total investment in the new venture of $3.2 billion. The total transaction value will be approximately $14.5 billion, assuming an investment price of $20.00 per share.
The Davis Polk corporate team includes partners David L. Caplan, Carole Schiffman and Marc O. Williams, associates William J. Chudd, James E. Elworth, Jeffrey M. Glasheen, Paul D. Hodgdon, Sophia Hudson, Joanna A. McGinley, James Zha, Andrew M. Delia (not yet admitted), Melba E. Kapesa (not yet admitted), David Raudkivi (not yet admitted) and Eli J. Vonnegut (not yet admitted), and foreign temporary associate Timothy R. Blanchard (not yet admitted). Partner Avishai Shachar and associates Neil Barr and Kent Heggerud are providing tax advice. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Associates Frank J. Azzopardi and Stefan Quick are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Kara N. Johnson is the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Comcast Corporation on its SEC-registered debt offering of $1 billion aggregate principal amount of 5.70% notes due 2018 and $1 billion aggregate principal amount of 6.40% notes due 2038. The offering was made through an underwriting syndicate led by Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC.
Based in Philadelphia, Comcast is the largest cable television operator in the United States.
The Davis Polk corporate team included partner Bruce K. Dallas and associate Colin R. Sturt. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. Cari M. Hebel and Michael P. Rhodes were the legal assistants on the transaction. All members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole bookrunner and Credit Suisse Securities (USA) LLC as co-lead manager of concurrent registered public offerings by AirTran Holdings Inc. of 24,659,375 shares of AirTran’s common stock (including 2,346,875 shares included in the partial exercise of the over-allotment option) and $74.75 million principal amount of AirTran’s 5.50% convertible notes due 2015 (which included the full exercise of the over-allotment option). The proceeds from the offerings totaled approximately $154 million.
AirTran intends to use the net proceeds from the offerings as follows: (i) approximately $12.3 million from the notes offering to acquire government securities that will be pledged for the exclusive benefit of the holders of the notes and (ii) the remainder of the net proceeds from the notes offering and all of the net proceeds from the common stock offering collectively for general corporate purposes.
The Davis Polk corporate team included partner Keith L. Kearney and associates Jeffrey Pohlman and Kerry Kopke (not yet admitted). The Davis Polk equity derivatives team included partner John M. Brandow and associates Posit Laohaphan and Tabea Y. Hsi (not yet admitted). The environmental team included counsel Loyti Cheng and associate Brianne M. Lucyk. The tax team included partner Lucy W. Farr and associate Kevin J. Brogan. Elizabeth Rollings was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation as initial purchasers on a Rule 144A/Regulation S offering by Axcan Intermediate Holdings Inc. (Axcan) of $235 million 12.75% senior notes due 2016. Axcan used the net proceeds of the offering to repay the $235 million senior unsecured bridge loan facility it entered into in February 2008 in connection with the approximately $1.3 billion acquisition of Axcan Pharma Inc. by an affiliate of TPG Capital.
Based in Montreal, Canada, Axcan is a specialty pharmaceutical company focused on gastroenterology, which develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency.
The Davis Polk corporate team included partner Michael Kaplan and associates Wendi Hoeben and Kenneth Piercy, all of the New York office. Partner Michael Mollerus and associate Kay Ng of the New York office provided tax advice. Gwendolyn P. Ranada was the legal assistant on the transaction.
Davis Polk & Wardwell today announced that Ronnie Abrams has joined the firm as Special Counsel for Pro Bono. In this new position, Ms. Abrams will lead and expand the firm’s extensive pro bono program. She joins Davis Polk from the US Attorney’s Office for the Southern District of New York, where she was most recently the Deputy Chief of the Criminal Division. During her tenure in that office, she gained wide-ranging trial experience, oversaw investigations, and supervised attorneys in hundreds of criminal cases and trials. She received several awards for her work, including from the US Justice Department. Previously, she was an associate at Davis Polk from 1994 to 1998.
“We are very pleased to welcome Ronnie Abrams back to Davis Polk in this important new position to augment and guide our pro bono program,” said John R. Ettinger, Managing Partner of the firm. “Davis Polk views pro bono work as a central responsibility of the firm and our lawyers. Working with our Pro Bono Committee, I believe Ronnie will effectively increase our already substantial outreach and allow us to serve even greater numbers of those in need.”
Davis Polk provides pro bono legal services to those who cannot otherwise obtain legal representation, averaging tens of thousands of hours annually devoted to work in many different areas of law.
In addition to overseeing the firm’s broad array of current pro bono cases and initiatives, and the many relationships that Davis Polk maintains with various legal services organizations, Ms. Abrams will guide the firm’s strategy to enhance several key aspects of its pro bono program. Initial areas of focus will include expanding the firm’s involvement in large and complex pro bono matters, such as Disability Advocates, Inc. v. New York State Office of Mental Health, et al., a landmark five-year case that Davis Polk successfully concluded in 2007 and which won major improvements in treatment for New York State prisoners with mental illness. Davis Polk also is seeking to identify and expand upon the opportunities for corporate pro bono work and further develop core strengths in the areas of asylum and domestic violence.
“We created this position to reflect and enhance the firm’s strong commitment to pro bono services,” said Sharon Katz, co-head of Davis Polk’s Pro Bono Committee. “The need for free legal services is growing in size and complexity. This new position allows Davis Polk to build upon our robust and highly successful pro bono practice.” The firm’s Pro Bono Committee includes nine partners and two senior counsel.
In April 2008, the City Bar Justice Center, the pro bono affiliate of the New York City Bar Association, honored Davis Polk with the City Bar Justice Center Award for leadership in increasing access to justice. In 2007, Davis Polk was the recipient of The Legal Aid Society’s Pro Bono Publico and Public Service Law Firm Award for extraordinary commitment–the top law firm service award presented by the Society. The firm has been recognized for its pro bono work by many organizations, including Advocates for Children, the Center for Gender and Refugee Studies, Citizen’s Advice Bureau, Gay Men’s Health Crisis, Human Rights First, inMotion and Sanctuary for Families’ Center for Battered Women’s Legal Services.
“I’m very happy to return to Davis Polk,” said Ms. Abrams. “The firm has done outstanding work on behalf of individuals and organizations who cannot afford legal counsel. From immigration and asylum, to domestic violence, prison reform and ensuring fair elections, I’m eager to help continue the firm’s important work for those in need.” As an associate at the firm, Ms. Abrams was engaged in various pro bono cases, including obtaining a reversal of a homicide conviction and serving as counsel at the retrial.
Ms. Abrams will work closely with Amy Rossabi, Davis Polk’s longtime Pro Bono Coordinator, to expand the firm’s pro bono portfolio, enhance training and supervision for associates in trial work and other matters, as well as ensure the firm maintains a leadership position in the pro bono community.
As Deputy Chief of the Criminal Division at the US Attorney’s Office, Ms. Abrams supervised more than 160 federal prosecutors in the Southern District of New York. She formulated office policy and served as coordinator and liaison to the Department of Justice in Washington, DC and the New York City Police Department on various initiatives. As Chief of the General Crimes Unit, she supervised hundreds of investigations and prosecutions from intake to charging decisions and disposition in a variety of cases, including ones involving financial fraud, firearms, immigration, child exploitation and identity theft. She was responsible for supervision and training of all new federal prosecutors in all aspects of criminal prosecution, including conducting investigations, grand jury proceedings, trial advocacy, brief writing, discovery practices, plea negotiations, sentencing and pretrial and post-conviction litigation.
Ms. Abrams received the Department of Justice Director’s Award for Superior Performance as a Federal Prosecutor for two cases–the first involved the convictions of members of a Colombian gang wanted for murder and approximately 100 armed robberies in six states and the second case was for the convictions of the leadership of the United Blood Nation, commonly known as the Bloods. She also received the Federal Law Enforcement Officers Association’s Group Achievement Award. This fall, Ms. Abrams will be a Lecturer-in-Law at Columbia Law School, where she will teach students about investigating and prosecuting federal criminal cases in US District Court. She holds a JD from Yale Law School and a BA from Cornell University (cum laude).
Davis Polk & Wardwell is advising Arma Partners LLP as financial adviser to freenet AG in connection with its acquisition of German mobile service provider debitel AG from debitel (Netherlands) Holding BV, a holding company controlled by Permira funds.
As consideration for the acquisition of the debitel Group, freenet will issue 32 million new freenet shares (approximately 24.99% after the capital increase, with a current market value of approximately €360 million) and a long-term €132.5 million interest-bearing loan note to the seller. It will also assume financial liabilities in the amount of approximately €1.135 billion. Total consideration payable will be approximately €1.63 billion.
The transaction marks a major step in the consolidation of the German telecoms market, creating Germany’s third-largest mobile telephone provider, after Deutsche Telecom and Vodaphone, and its leading network-independent telecoms and internet company. The combined company had approximately 19 million subscribers at year-end 2007 and proforma 2007 revenues of approximately €3.36 billion. With 1,016 shops at the end of 2007, and leading retail partners such as Electronic Partner, Hertie, Kaufhof, Karstadt and the Media-Saturn Holding, the combined group will also have the strongest distribution channel for telecoms and internet products in Germany.
The transaction is subject to anti-trust approval of the German cartel authority (the Bundeskartellamt) and the fulfillment of the conditions necessary for listing the new shares.
The Davis Polk corporate team includes partner Patrick S. Kenadjian of the Frankfurt office and associate Siobhan Dalton of the Paris office.
Davis Polk & Wardwell advised Cairn India Limited in arranging a private placement of approximately US$625 million (INR 25.4 billion).
Through the private placement, in March 2008, Petronas International Company Limited (a wholly owned subsidiary of the Malaysian government-owned Petroliam Nasional Berhad) and Orient Global Tamarind Fund Pte Limited, Singapore agreed to purchase a total of 113 million shares in Cairn India Limited (63,300,000 by Petronas and 49,700,000 by Orient Global) at INR 224.30 per share, representing a 0.46% premium to the average closing price on the National Stock Exchange of the last two trading days prior to the announcement of the transaction. On 16 April, 2008, Cairn India Limited shareholders approved the transaction.
Cairn India Limited is an Indian company that owns interests in Indian crude oil and natural gas development and production assets, including a 70% interest in the Mangala field, which was discovered in 2004 and is the largest onshore crude oil field discovery in India since 1985. In 2007, Cairn India Limited conducted an initial public offering of its equity shares in India with listings on the Bombay Stock Exchange and National Stock Exchange of India, as well as international institutional offerings pursuant to Rule 144A and Regulation S, for which Davis Polk also acted as issuer’s counsel.
The majority of the net proceeds of the private placement will be used to fund capital expenditure.
The Davis Polk corporate team included partner Thomas J. Reid and associates Jeffrey R. O’Brien and Sapna Dutta. Partner John D. Paton and associate Brian Radigan provided tax advice. All lawyers are based in the London office.
Davis Polk & Wardwell is advising Greenhill & Co., LLC as financial adviser to the Special Committee of the Board of Directors of Wendy’s International, Inc. in connection with its definitive merger agreement with Triarc Companies, Inc. The transaction, which has been approved by the boards of directors of both companies, is an all-stock transaction in which Wendy’s shareholders will receive a fixed ratio of 4.25 shares of Triarc Class A common stock for each share of Wendy’’s common stock they own.
The transaction will bring together Arby’s and Wendy’s, two leading quick-service restaurant brands distinguished by traditions of quality food and service. The combined systems will have approximately 10,000 restaurant units and pro forma annual system sales of approximately $12.5 billion, positioning it as the nation’s third-largest quick-service restaurant company. Under the agreement, Triarc’s shareholders will be asked to approve a charter amendment pursuant to which each share of Triarc’s Class B common stock, Series 1, will be converted into one share of its Class A common stock, resulting in a post-merger company with a single class of common stock. Arby’s and Wendy’s will operate as autonomous brand business units headquartered in Atlanta, Georgia, and Dublin, Ohio, respectively, each dedicated to operational improvements.
The Davis Polk corporate team includes partner John K. Knight and associate David L. Portilla, both of the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and Citigroup Global Markets Inc. as joint book-running managers of concurrent registered public offerings by CIT Group Inc. of approximately $1 billion of CIT’s common stock and approximately $600 million of CIT’s 8.75% non-cumulative perpetual convertible preferred stock. The proceeds of these offerings will be used by CIT for general corporate purposes, including, in the case of the common stock proceeds, the payment of preferred stock dividends and interest on CIT’s junior subordinated notes.
CIT, founded in 1908, is a commercial and consumer finance company providing financing and leasing products and services to clients in a variety of industries around the globe. The company provides its clients with customized financial solutions based on a combination of financial, intellectual and relationship capital. CIT has a suite of franchise businesses serving customers in over 30 industries and 50 countries. The majority of its businesses focus on commercial clients ranging from small to large companies with particular emphasis on the middle market.
The Davis Polk corporate team included partners Jeffrey Small and Richard D. Truesdell Jr. and associates Jean Weng and Kenneth Piercy. The Davis Polk equity derivatives team included partner John M. Brandow and associates Paul Anderson, Rafal A. Nowak and Aaron Page. The tax team included partner Michael Farber and associate Alexander B. Patterson (not yet admitted). Gwendolyn P. Ranada was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Blue Coat Systems, Inc. on its acquisition of Packeteer, Inc. Under the terms of the agreement, Blue Coat will acquire Packeteer through a cash tender offer of $7.10 per share, or approximately $268 million. The transaction is subject to customary conditions and is expected to close in May 2008. Davis Polk is also advising Blue Coat in connection with an $80 million aggregate principal amount offering of senior convertible notes to be issued to Francisco Partners II LP and an affiliate of Elliott Associates LP in a private placement, the proceeds of which will be used to partially fund the acquisition of Packeteer.
Based in Sunnyvale, California, Blue Coat Systems, Inc., a leader in WAN Application Delivery and Secure Web Gateway, secures web communications and accelerates business applications to customers worldwide. Based in Cupertino, California, Packeteer is a global leader in WAN Application Delivery.
The Davis Polk corporate team includes partners William M. Kelly, Julia K. Cowles and Sarah K. Solum and associates Sarvenaz Madi, Stephen Salmon, Colin Sturt and Niki Fang, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate Ryan LaRosa, both of the Menlo Park office, are providing tax advice, and Menlo Park counsel Cynthia Akard is providing employment advice. Menlo Park partner Steven S. Weiner, Menlo Park associates Emma Maconick and Vishnu Reddy, and New York associate Stefan Quick are providing intellectual property advice. Menlo Park partner Arthur J. Burke and New York associate Stephen M. Pepper are providing antitrust advice.
Davis Polk & Wardwell is advising Basic Energy Services, Inc. in connection with the merger of equals between Basic Energy Services and Grey Wolf, Inc. Under the terms of the agreement, Grey Wolf shareholders will receive $1.82 in cash and 0.2500 shares of new Grey Wolf for each share of Grey Wolf they currently own. Basic Energy Services shareholders will receive $6.70 in cash and 0.9195 shares of new Grey Wolf for each share of Basic Energy Services they currently own. The new company, called Grey Wolf, Inc., has an estimated enterprise value of $2.9 billion and will be assuming a net debt of approximately $960 million.
Basic Energy Services, based in Midland, Texas, is the nation’s third-largest well-servicing rig contractor, with more than 4,600 employees in 11 states, operating in the major oil and gas-producing markets in the United States. Based in Houston, Texas, Grey Wolf is the fourth-largest provider of contract land-drilling services in the United States, servicing major and independent oil and gas companies with a premium fleet of 121 rigs.
The Davis Polk corporate team includes partners George R. Bason Jr., Michael Davis, Lawrence E. Wieman and Mi
