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 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 Michael Kaplan, and associates Stevan R.B. Nicholas and H. Oliver Smith. Partner Kathleen L. Ferrell and associate Christine E. Graham are providing tax advice. Partner Edmond T. FitzGerald and associate Ron M. Aizen are providing employee benefits advice. All members of the Davis Polk team work in the New York office.
Davis Polk advised Eramet, the leading French-listed mining and metals company, in connection with its acquisition of Tinfos AS, a leading Norwegian, family-owned producer of manganese alloy, which is a key element for the growing global steel industry. The transaction values Tinfos at €593 million (approximately $920 million) and the consideration payable by Eramet will consist of a combination of cash and stock, which will be listed on the Paris Bourse. The transaction is subject to regulatory approval, including antitrust.
The Davis Polk team included partners Georges Terrier and Arnaud Pérès and associate Jérôme Sibille, all of the Paris office.
Davis Polk & Wardwell is acting as US counsel to Shire plc on its proposed UK court-sanctioned scheme of arrangement, including the creation of a new UK-listed, Jersey-incorporated holding company for the group.
Shire, a public limited company incorporated under the laws of England and Wales, is a specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. The new holding company, which is to be called Shire Limited and be tax resident in the Republic of Ireland, will have the same board and management team as Shire and will have its primary listing on the London Stock Exchange and, upon listing, will be included in FTSE’s UK Index Series. Shire Limited also intends that its American Depositary Shares (ADS) will be traded on Nasdaq in place of Shire’s existing ADS program.
The Davis Polk corporate team includes partners David M. Wells of the London office and John J. McCarthy Jr., who practices in both the London office and the New York office, and associates John B. Meade and Nghiem Nguyen, both of the London office. Partner John D. Paton and associate Brian Radigan, both of the London office, provided tax advice. Partner Kyoko Takahashi Lin, counsel Erin K. Cho and associates Natasha Sankovitch and Sam I. Valverde, all of the New York office, provided employee benefits advice. Partner Danforth Townley of the New York office provided ’40 Act advice. Counsel Marcie A. Goldstein and associate Brenda Chen, both of the New York office, provided Blue Sky advice. Damion R. Jackson of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as joint book-running managers of an SEC–registered offering by Globalstar, Inc. of $135 million aggregate principal amount of its 5.75% convertible senior notes due 2028. In connection with the offering, Globalstar also entered into a share-lending arrangement with an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Globalstar, Inc. is a leading provider of mobile voice and data communications services via satellite.
The Davis Polk corporate team included partner Alan F. Denenberg and associates Nicholas R. Olmsted, Matthew E. King and Niki Fang, all of the Menlo Park office. Partners Ray Ibrahim and Mark M. Mendez and associates Rafal A. Nowak and Paul Anderson, all of the New York office, provided equity derivatives advice. Partner Michael Farber and associates Elyssa N. Friedland (not yet admitted) and Kay Ng, all of the New York office, provided tax advice. Counsel Betty Moy Huber and associate Brianne M. Lucyk, both of the New York office, provided advice as to environmental matters. Partner Jinsoo H. Kim and associate Margie M.C. Chan, both of the New York office, provided advice as to certain credit matters. Associate Sandra West of the Menlo Park office provided advice as to certain litigation matters. Karla K. Rogers and Michael Rhodes, both of the Menlo Park office, were the legal assistants for the transaction.
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Manitowoc Company, Inc. in connection with its proposed $2.1 billion acquisition of Enodis plc. The transaction, which was unanimously approved by both companies’ boards of directors, provides for a cash payment of 258 pence per Enodis share. In addition, in advance of the closing of the transaction, Enodis will pay a dividend of 2 pence per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008. The transaction is subject to court approval in the United Kingdom, approval of Enodis shareholders and various regulatory approvals, and is expected to close in the fourth quarter of 2008.
The Wisconsin-based Manitowoc Company is one of the world’s largest providers of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. Listed in London and operationally headquartered in Tampa, Florida, Enodis is one of the leading global food and beverage equipment manufacturers with approximately 6,800 employees and 30 factories in 9 countries.
The Davis Polk corporate team includes partner John K. Knight and associate Cherie Chen, both of the New York office.
Davis Polk & Wardwell advised Aozora Bank and a special committee of its board of directors in connection with a partial tender offer by Cerberus NCB Acquisition, L.P., Aozora Bank’s major shareholder. Cerberus acquired an additional 8% of Aozora Bank common stock for approximately $420 million and raised its ownership to approximately 45.5% of the outstanding common stock. Aozora Bank is a leading Japanese bank.
The Davis Polk corporate team included partner Eugene C. Gregor and associates Mörk Murdock and Jeremy Entwisle. Naruhito Cho and Jennifer Connelly were the legal assistants on the transaction. All members of the Davis Polk team are based in the Tokyo office.
Davis Polk & Wardwell advised Oracle Corporation on its SEC-registered debt offering of $5 billion aggregate principal amount of senior notes, consisting of $1.25 billion of 4.95% notes due 2013, $2.50 billion of 5.75% notes due 2018 and $1.25 billion of 6.50% notes due 2038. The offering was made through an underwriting syndicate led by Citi, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated.
Oracle, the world’s largest enterprise software company, develops, manufactures, markets, distributes and services database, middleware and applications software.
The Davis Polk corporate team included partner Sarah K. Solum and associates Christopher Pan, Sarvenaz Madi and Stephen Lindholm. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. Associate Rachel J. Strum of the New York office provided Investment Company Act advice. Karla K. Rogers and Beverly G. Walsh were the legal assistants on the transaction. Except as noted above, all members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell is advising Patriot Coal Corporation on its $709 million acquisition of Magnum Coal Company. Under the terms of the agreement, Magnum shareholders will receive approximately 11.9 million shares of newly issued Patriot Coal common stock. Patriot will also assume net debt estimated at $150 million. The transaction is subject to certain regulatory and shareholder approvals and customary closing conditions. The proposed transaction is expected to close around mid-year.
Patriot Coal, based in St. Louis, Missouri, is a leading producer and marketer of coal in the eastern United States, with 10 company-operated mines and numerous contractor-operated mines in Appalachia and the Illinois basin. West Virginia-based Magnum Coal is one of the largest and lowest-cost producers in Central Appalachia, operating 12 mines and 7 preparation plants.
The Davis Polk corporate team includes partner William L. Taylor and associates Ajay Lele, Brenda Chen, Daniel Smit and Nupur Chandna (not yet admitted). Partners E. Waide Warner Jr. and Sartaj Gill and associate Gavin R. Skene are providing credit advice. Partner Gail A. Flesher, counsel Betty Moy Huber and associates Dessislav Dobrev and Heather Daly are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Craig A. Phillips. Partner Joel M. Cohen and associates Stephen M. Pepper, Crystal McKellar and Julie L. Hassman are providing antitrust advice. Partner Sarah E. Beshar and associate Alain Kuyumjian are providing capital markets advice. All members of the Davis Polk team are based in the New York office.
Beijing, PRC -- Davis Polk & Wardwell today announced that Howard Zhang will join the firm on April 7, 2008 as a partner in the Beijing office. Mr. Zhang will advise clients on cross-border securities, mergers and acquisitions and strategic investment transactions. He joins the firm from O’Melveny & Myers, where he was Managing Partner of their Beijing office and a member of the Mergers & Acquisitions Practice.
Mr. Zhang, a former diplomat with the Chinese government, is internationally recognized for his expertise in venture capital and private equity transactions. He has extensive experience working with leading private equity firms, venture capital funds, investment banks and multinational corporations. He is routinely listed as a leading lawyer in directories, including Chambers and Legal 500. According to Chambers Global 2008, clients and peers refer to Mr. Zhang as the “guru of private equity.”
Davis Polk’s Beijing office opened in February 2007 to expand the presence and reach of the firm’s broad and highly successful practice there. The firm was lead counsel for the Industrial and Commercial Bank of China (ICBC) on its $21.6 billion dual-listed initial public offering, the largest IPO in history. Davis Polk also advised ICBC on a $3.78 billion investment by Goldman Sachs, Allianz Group and American Express. Other Chinese matters handled by Davis Polk include the IPOs of Air China, China Merchants Bank, China Construction Bank, Sinopec, China Unicom and Baidu.com, the proposed $18.5 billion acquisition of Unocal by China National Offshore Oil Corporation, sovereign debt offerings by the People’s Republic of China, the formation of China International Capital Corporation, and numerous other equity and high-yield debt offerings, and mergers and acquisitions and private equity transactions involving companies in China.
“This move to expand our Beijing office is a result of the highly successful practice we’ve built in China,” said John R. Ettinger, Managing Partner of Davis Polk. “Howard Zhang adds an unsurpassed understanding of the regulatory environment and business practices in China. He is a welcome addition to our partnership and I know he will be integral to continued success for the firm and our clients.”
“Davis Polk has a long history as a leading firm on global transactions involving China,” said Howard Zhang. “I look forward to building on the firm’s exceptional success and helping to further establish its presence in the Chinese marketplace.”
“Our Beijing office already has represented issuers and underwriters in many important and frequently ground-breaking offerings, as well as a number of large M&A transactions,” said Show-Mao Chen, Davis Polk partner and head of the office in Beijing. “Howard’s arrival is a key step in building on these assignments. In particular, Howard significantly bolsters our M&A and private equity capabilities in China, and will be a natural fit and excellent addition to our preeminent global M&A practice.”
Mr. Zhang holds a JD from Boston University, where he was a recipient of the American Jurisprudence Award, and a BA from Shanghai International Studies University.
Active in China for more than a century, Davis Polk has been involved in a number of the largest-ever Chinese cross-border transactions. The firm has been active throughout Asia since the early 1900s and was one of the first Wall Street law firms to open offices in Tokyo and Hong Kong. The firm’s China practice now consists of over 25 lawyers in the region.
Davis Polk & Wardwell is serving as US counsel to the Swedish government in connection with its €5.6 billion (US$ 8.9 billion) sale of Vin & Sprit, maker of Absolut Vodka, to French liquor company Pernod Ricard, whose brands include Seagram’s Gin, Havana Club rum, Chivas Regal Scotch, Jacob’s Creek Wines and Jameson Irish Whiskey.
The Davis Polk corporate team includes partner Phillip R. Mills and associates Ashleigh S. Kyle and Darren S. Klein. Partner Ronan P. Harty and associate Ian R. Rooney are providing antitrust advice. Partner Gail A. Flesher and associate Hayden Baker are providing environmental advice. The tax team includes partner Kathleen L. Ferrell and associate Joanna Mork. All members of the Davis Polk team are based in the New York office.
Davis Polk advised the Swedish government in conjunction with Vinge, the Swedish government's principal legal advisor on the sale of Vin & Sprit.
Davis Polk & Wardwell is advising MMX Mineração e Metálicos S.A. in connection with the proposed split-up of the company and subsequent sale of one of the resulting companies for approximately $5.5 billion to an affiliate of Anglo American, one of the world’s largest mining and natural resource groups. In the transaction, MMX will split into three companies. Two of those entities, MMX itself and LLX Logistica S.A., will remain independent, public companies that are expected to be listed on Brazil’s Novo Mercado after closing. Under the definitive agreements, the third public company, IronX Mineração S.A., would be sold to an Anglo American affiliate in two steps for approximately $5.5 billion in cash. The transaction also involved the negotiation of numerous commercial arrangements among the parties, including the payment by IronX to MMX of an ongoing royalty, commencing in 2023 for the MMX Amapá mine and 2025 for the MMX Minas-Rio mine.
The Davis Polk corporate team includes partners John D. Amorosi, Manuel Garciadiaz, and Diane G. Kerr and associates Joana G. Benjamin, Paul D. Hodgdon, and H. Oliver Smith. Partner Kathleen L. Ferrell is providing tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and HSBC Securities (USA) Inc. as joint bookrunners and representatives of the underwriters for the initial public offering of Visa Inc.
Visa Inc. sold 446.6 million shares of class A common stock for gross proceeds of $19.65 billion. Visa’s class A common stock is listed on the New York Stock Exchange under the symbol “V”. The transaction, which included simultaneous registered public offerings in the United States, Canada and Japan and private placements in more than 50 jurisdictions around the world, was the largest initial public offering in US history.
Visa operates the world’s largest retail electronic payments network and manages the world’s most recognized global financial services brand. Visa has more branded credit and debit cards in circulation, more transactions and greater total volume than any of its competitors.
The Davis Polk corporate team included partners Richard J. Sandler and Joseph A. Hall, and associates Jane MacRae, John T. Rudy, Sophia Hudson, Andreea Stan (not yet admitted) and Mark Y. Li (not yet admitted), all of the New York office. Partner Theodore A. Paradise and associates Mörk Murdock and Hiroshi Sugiyama of the Tokyo office advised in connection with the Japanese public offering. Partner Harry Ballan and associate Nancy Chen of the New York office provided tax advice. Partner Joel M. Cohen and associates Edward N. Moss and Brooke A. Russakoff of the New York office provided antitrust and litigation advice. Partner Steven S. Weiner of the Menlo Park office and associate Matthew J. Bacal of the New York office provided intellectual property advice. Counsel Marcie A. Goldstein provided FINRA advice. Elizabeth N. Rollings was the legal assistant on the transaction.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as joint book-running managers on an SEC-registered offering by PPG Industries, Inc. (PPG) of $600 million aggregate principal amount of 5.75% notes due 2013, $700 million aggregate principal amount of 6.65% notes due 2018 and $250 million aggregate principal amount of 7.70% notes due 2038.
Pittsburgh-based PPG is a global supplier of paints, coatings, chemicals, optical products, specialty materials, glass and fiber glass. PPG has more than 150 manufacturing facilities and equity affiliates and operates in more than 60 countries. Sales in 2007 were $11.2 billion.
The Davis Polk corporate team included partner Richard A. Drucker and associates Jeffrey Pohlman and Adi David. The tax team included partner Michael Mollerus and associate Matthew Kohley (not yet admitted). Counsel Loyti Cheng and associate Hayden Baker provided environmental 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 is advising JPMorgan as financial adviser to NYMEX Holdings in connection with its proposed acquisition by CME Group. The companies expect the merger to close in the fourth quarter of 2008.
Chicago-based CME Group is a combined entity formed by the 2007 merger of the Chicago Mercantile Exchange and the Chicago Board of Trade that provides the widest range of benchmark futures and options products available on any exchange, covering all major asset classes. New York-based NYMEX is the parent company of the New York Mercantile Exchange, the world's largest physical commodity futures exchange and the preeminent trading forum for energy and precious metals.
The Davis Polk corporate team includes partner George R. Bason Jr. and associates Ashleigh S. Kyle and Jeffrey M. Glasheen, all of the New York office.
Davis Polk & Wardwell advised Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as joint book-running managers of a $200 million offering by NuVasive, Inc. of its 2.25% convertible senior notes due 2013. In addition, Davis Polk advised Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as counterparties to call spread transactions in connection with the convertible notes offering.
NuVasive is a medical device company focused on developing products for minimally disruptive surgical treatments for the spine.
The Davis Polk corporate team included partner Alan F. Denenberg and associates Zachary Patton and Colin Sturt of the Menlo Park office. Partner Witold Balaban and associates Yan Zhang and Pierre Aidan of the New York office provided equity derivatives advice. Partner Michael Farber and associate Christine E. Graham (not yet admitted) of the New York office provided tax advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised CIGNA Corporation on an SEC-registered debt shelf takedown of $300 million aggregate principal amount of its 6.35% senior notes due 2018.
Based in Philadelphia, Pennsylvania, CIGNA Corporation and its subsidiaries constitute one of the largest investor-owned health care and related benefits organizations in the United States. CIGNA’s subsidiaries are major providers of health care and related benefits offered through the workplace, including health care products and services, group disability, life and accident insurance, and disability and workers’ compensation case management and related services.
The Davis Polk team included partner Ethan T. James and associates Shawei T. Wang, Marc-Alain Galeazzi, Patricia T. Niebauer, and Qian (Lance) Jiang (not yet admitted). Partner Kyoko Takahashi Lin and associate Natasha Sankovitch provided ERISA advice. Partner Kathleen L. Ferrell and associate Jason R. Sussman provided tax advice and associate Alina Fulop provided ‘40 Act analysis. Damian Kasprzyk 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 Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC as joint book-running managers on a $500 million SEC-registered offering by The Hartford Financial Services Group, Inc. of its 6.300% senior notes due 2018.
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 associate Alexander N. Macleod (not yet admitted), all of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice. Counsel Erin K. Cho and associate Natasha Sankovitch, both of the New York office, provided ERISA advice. Viktor Chistyakov of the New York office was the legal assistant for the transaction
Davis Polk & Wardwell advised Banc of America Securities LLC and Greenwich Capital Markets, Inc. as joint book-running managers on an SEC-registered offering by Whirlpool Corporation of $500 million aggregate principal amount of 5.500% notes due 2013.
Whirlpool Corporation, the world’s leading manufacturer and marketer of major home appliances, manufactures products in 12 countries under 13 principal brand names (including Whirlpool, Maytag and KitchenAid) and markets products in nearly every country around the world.
The Davis Polk corporate team included partner Richard A. Drucker and associates Jeffrey Pohlman and Yue Li (not yet admitted). Partner Mario J. Verdolini and associate Jenny L. Ruzow provided tax advice. Maxwell Sandgrund 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, Barclays Capital Inc. and Citigroup Global Markets Inc. as joint book-running managers on an SEC-registered offering by Honeywell International Inc. of $1.5 billion aggregate principal amount of senior notes. The offering consisted of $600 million principal amount of 4.250% senior notes due 2013 and $900 million principal amount of 5.300% senior notes due 2018.
Honeywell International Inc. is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty chemicals, electronic and advanced materials and process technology for refining and petrochemicals.
The Davis Polk corporate team included partner Richard A. Drucker and associates Patrick Jackson and Meng Lai (not yet admitted). Partner Mario J. Verdolini and associate Amir C. Chenchinski provided tax advice. The environmental team included counsel Betty Moy Huber and associates Heather Daly and Dessislav Dobrev (not yet admitted). 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 Ltd. as the manager in connection with a Rule 144A/Regulation S offering of global depositary shares (GDSs), representing common shares of Taewoong Co., Ltd., raising US$75 million in gross proceeds. The GDSs were listed on the Professional Securities Market of the London Stock Exchange. Taewoong is a leading Korean manufacturer of open-die forged products, which are large-sized customized metal forged products.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Sukjoon Richard Lee and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice in connection with the transaction. Jean Park and Jenny Chan of the Hong Kong office were the legal assistants on the transaction.
Davis Polk & Wardwell is advising Getty Investments L.L.C. in connection with the proposed private equity buyout of Getty Images, Inc. by affiliates of Hellman & Friedman LLC. Getty Investments and certain related parties, including the co-founder and chairman of Getty Images, Mark Getty, who collectively hold approximately 15% of the company's shares, agreed to rollover their shares into the acquiring entity. Getty Images is the world’s leading creator and distributor of visual content and other digital media.
The transaction is valued at approximately $2.4 billion, including the assumption of existing debt. Pending stockholder and regulatory approvals and other closing conditions, the transaction is expected to close in the second quarter of 2008.
The Davis Polk corporate team includes partners Daniel G. Kelly Jr. and Sarah K. Solum, and associates Robert J. Maynes and Vincent T. Cannon, all of the Menlo Park office. Partner Kathleen L. Ferrell and associate Matthew Kohley (not yet admitted) of the New York office are providing tax advice. The intellectual property team includes partner Steven S. Weiner of the Menlo Park office and associate Frank J. Azzopardi of the New York office. Partner Barbara Nims of the New York office and counsel Cynthia Akard of the Menlo Park office are providing employment advice. Partner Arthur J. Burke of the Menlo Park office and associate Stephen M. Pepper of the New York office are providing antitrust advice. Partner Dennis E. Glazer of the New York office is providing litigation advice.
Davis Polk & Wardwell is advising KLA–Tencor Corporation on matters of U.S. law in connection with its proposed acquisition of ICOS Vision Systems NV for approximately $466 million in cash. The acquisition will be conducted by means of an offer under Belgian law for all of the issued and outstanding shares of ICOS Vision Systems. The offer is subject to customary closing conditions and is expected to close in the second quarter of 2008.
KLA–Tencor is the leading supplier of inspection and metrology systems to the global semiconductor industry. Based in Belgium, ICOS Vision Systems is a leading supplier of packaging and interconnect inspection solutions for the semiconductor industry.
The Davis Polk corporate team includes partner Mischa Travers and associate Zachary Patton of the Menlo Park office. Partner Arthur J. Burke of the Menlo Park office and associates Stephen M. Pepper and Rajesh James of the New York office provided antitrust advice.
Davis Polk & Wardwell advised Bear, Stearns & Co. Inc. as the sole underwriter of an SEC–registered offering by Flotek Industries, Inc., of $115 million aggregate principal amount of its 5.25% convertible senior notes due 2028. In connection with the offering, Flotek also entered into a share lending arrangement with an affiliate of Bear, Stearns & Co. Inc.
Flotek is a technology–driven global supplier of drilling and production–related products and services to the energy and mining industries.
The Davis Polk corporate team included partner Julia K. Cowles and associates Jeffrey M. Smith, Dharini Mathur and Saswat Bohidar of the Menlo Park office. Partner Ray Ibrahim and associates Posit Laohaphan and James Chenard of the New York office provided equity derivatives advice. The tax team included partner Dana L. Trier and associate M. Ryan LaRosa (admitted in California only) of the New York office. The environmental team included counsel Loyti Cheng and associate Heather Daly. Associate Stefan Quick of the New York office provided intellectual property advice. Cari M. Hebel and Michael Rhodes of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole book-running manager, Lehman Brothers Inc. as joint lead manager, and Wachovia Capital Markets, LLC and RBC Capital Markets as co-managers in connection with ArcSight, Inc.’s $61.8 million initial public offering. ArcSight, Inc. sold 6,000,000 shares and selling stockholders sold 861,919 shares in the public offering. The shares are listed on the Nasdaq Global Market under the symbol “ARST.”
ArcSight, Inc., headquartered in Cupertino, California, is a leading provider of security and compliance management solutions that intelligently mitigate business risk for enterprises and government agencies.
The Davis Polk corporate team included partner Bruce K. Dallas, associates Sarvenaz Madi and Niki Fang and legal assistants Karla K. Rogers and Jessica L. Talbot, all of the Menlo Park office. Counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak of the New York office assisted with FINRA matters.
Davis Polk & Wardwell today announced that Jerry Citera has joined its New York office as Counsel in the firm’s Financial Institutions Group. Mr. Citera will advise broker-dealer clients on regulatory and transactional matters. He joins the firm from Chadbourne & Parke LLP, where he was head of the broker-dealer regulation practice.
Mr. Citera has extensive experience representing broker-dealers, banks, investment banks, investment advisers and other financial institutions in a wide range of legal, compliance and regulatory matters. Prior to Chadbourne, he was Executive Director and Regulatory Risk Manager for the US Equities Division of UBS Securities, LLC, where he managed legal, compliance and regulatory risk. Mr. Citera also served as Deputy General Counsel of PaineWebber Securities, managing the Capital Markets Group of the Legal Department. Earlier in his career, he was a lawyer with the Securities and Exchange Commission’s Division of Market Regulation and Office of General Counsel. He also was a member of the securities enforcement and broker-dealer regulatory practices at Wilmer, Cutler & Pickering (now known as WilmerHale).
Mr. Citera has authored numerous articles on various securities law issues and is a frequent speaker on broker-dealer regulatory issues. He is admitted to the bars of New York and the District of Columbia. He holds a JD from the State University of New York, University at Buffalo (magna cum laude), where he served on the law review, and a BA from the State University of New York, University at Albany (magna cum laude).
“We provide regulatory advice to many of the world’s leading financial institutions and are growing our Broker-Dealer dealer practice to meet increasing client and market needs,” said Randall Guynn, head of the firm’s Financial Institutions Group. “Jerry’s wide-ranging background makes him a strong and welcome addition to our team.”
Davis Polk’s Broker-Dealer practice, which is a part of the firm’s Financial Institutions Group, represents many of the largest broker-dealers in the United States in regulatory matters, as well as smaller, specialized broker-dealers, securities markets, other financial institutions and a major securities industry trade association.
Davis Polk & Wardwell today announced that Christopher B. Hockett has joined the firm as a partner in the Menlo Park office. Mr. Hockett will practice in the firm's litigation group, and will handle a broad range of commercial and antitrust matters. He joins Davis Polk from Bingham McCutchen LLP, where he was a partner in the San Francisco office and former head of the firm’s litigation practice.
Mr. Hockett, 48, has established a national reputation representing clients as lead counsel in complex commercial litigation matters, including antitrust and unfair competition disputes, patent litigation and consumer class actions. In addition, he has counseled and represented clients in connection with government investigations and the antitrust aspects of mergers and acquisitions. His clients have included leading technology and telecommunications companies such as AT&T, Cingular, Hewlett-Packard, Intel, Oracle and T-Mobile. He also has represented industry-leading firms in a variety of other sectors, including financial services, media, entertainment, manufacturing and health care.
“This move adds important senior leadership to our growing Menlo Park litigation practice,” said John R. Ettinger, Managing Partner of Davis Polk. “Chris is a highly respected ‘go to’ litigator for high-stakes matters in California and elsewhere around the country. With his skills, experience and dedication to client service, Chris is a great fit and a natural addition to our partnership. We are extremely pleased to have his talents at Davis Polk.”
“Davis Polk is a world class law firm with superb lawyers and great institutional values,” said Mr. Hockett. “I am delighted to join the firm and its preeminent litigation practice. The Davis Polk Menlo Park office has been an extraordinary success story and has made a significant impact in Silicon Valley. It is exciting to be a part of its further growth.”
Mr. Hockett has authored numerous publications on antitrust matters and is a frequent speaker on trial advocacy, intellectual property, competition and other litigation issues. He has been recognized numerous times in Chambers and other publications as a leader in his field. He holds a JD from the University of Virginia School of Law and a BA from the College of William & Mary.
Davis Polk’s Menlo Park office, founded in 1999, combines the firm’s traditional strengths in transactional, advisory and litigation work with an in-depth understanding of the unique attributes of technology companies. Davis Polk clients include Silicon Valley startups and established global technology companies, as well as the world's largest financial institutions and a number of the leading private equity firms. The Menlo Park office consists of 55 lawyers, including 15 partners and 2 counsel. Davis Polk has represented prominent companies in Silicon Valley and around the world in a range of commercial, antitrust, and securities litigation matters, as well as in high-stakes intellectual property litigation and in connection with internal and government investigations. Matters recently handled by the firm’s 19 Menlo Park litigators have included stock options-related investigations, shareholder class action and acquisition-related litigation, antitrust disputes, consumer class actions, patent litigation and Lanham Act disputes. Davis Polk also has been involved in many of the largest and most notable recent mergers and acquisitions transactions and securities offerings involving technology companies.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and Lehman Brothers Inc. as joint book-running managers in connection with MBIA Inc.'s public offering of 94,650,216 shares for a total of $1.15 billion, including the over-allotment option.
The offering is part of MBIA’s capital plan to address rating agency requirements, which includes a $1 billion surplus notes offering where Davis Polk also advised the initial purchasers and which closed on January 16, 2008. The common stock offering included an option to the underwriters to purchase an additional 12,345,679 shares of the company to cover over-allotments and a backstop commitment by Warburg Pincus to purchase up to $750 million of non-voting preferred stock. The underwriters exercised the entire over-allotment option and the backstop was never utilized.
Based in Armonk, New York, MBIA is a financial guarantor providing financial guarantee insurance to public finance and structured finance clients worldwide. The company’s core business is credit enhancement of municipal bonds and asset- and mortgage-backed transactions in the new issue and secondary markets.
The Davis Polk corporate team included partner Ethan T. James and associates Shawei T. Wang, Marc-Alain Galeazzi, Stacie E. Martin (not yet admitted), and Qian (Lance) Jiang (not yet admitted). Partners John M. Brandow, Richard A. Drucker and Mark M. Mendez provided capital markets and structuring advice. Damian Kasprzyk 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 Credit Suisse Securities (USA) LLC as the sole underwriter of an SEC-registered offering by RadiSys Corporation of $55 million aggregate principal amount of its 2.75% convertible senior notes due 2013. In connection with the offering, RadiSys also entered into a capped call transaction with an affiliate of Credit Suisse Securities (USA) LLC.
RadiSys is a leading provider of advanced embedded solutions for the communications networking and commercial systems markets.
The Davis Polk corporate team included partner Alan F. Denenberg and associates Zachary Patton and Christopher D. Kelley of the Menlo Park office. Partner James T. Rothwell and associate Jenny M. Dahlen of the New York office provided equity derivatives advice. The tax team included partner Dana L. Trier and associates M. Ryan LaRosa (admitted in California only) and Matthew Kohley (not yet admitted) of the New York office. Associate Alina Fulop of the New York office provided 1940 Act advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell is advising Banc of America Securities LLC and Morgan Stanley & Co. Incorporated as financial advisers to Kellwood Company in connection with Sun Capital’s proposed $21.00 per share tender offer and the related merger agreement. The tender offer has been recommended by the board of directors of Kellwood and is expected to be consummated on February 12.
Headquartered in St. Louis, Missouri, Kellwood is a $1.6 billion leading marketer of apparel and consumer soft goods. Sun Capital Partners is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies.
The Davis Polk corporate team includes partner Leonard Kreynin and associate Vijay J. Shroff, both of the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. as sole book-running manager with Lazard Capital Markets LLC as lead manager and I-Bankers Securities, Inc. and Maxim Group LLC as co-managers, in connection with the initial public offering of 15 million units of Overture Acquisition Corp. for an aggregate of $150 million, each unit consisting of one share of common stock and one warrant to purchase one share of common stock of Overture Acquisition Corp. The units, the shares and the warrants are listed on the American Stock Exchange.
Overture Acquisition Corp. is a newly organized blank check company formed in the Cayman Islands for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more operating businesses.
The Davis Polk corporate team included partner Deanna L. Kirkpatrick and associates Luis I. Mendoza III and Melissa Glass (not yet admitted). The FINRA team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak. Partner Michael Farber and associates Suzan H. Sandikcioglu and Alon Gurfinkel provided tax advice. Eric Ross 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 Merrill Lynch International as the sole manager on an SEC-registered bond offering by The Export-Import Bank of Korea of Mexican Peso 1.2 billion of floating-rate notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim and Kee Won Shin of the Hong Kong office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell acted as special product counsel to Bank of America Corporation in connection with its $6.9 billion SEC-registered offering of 7.25% non-cumulative perpetual convertible preferred stock which included $900 million of securities sold pursuant to the exercise of an over-allotment option. Banc of America Securities LLC acted as the sole underwriter for the transaction.
Based in Charlotte, North Carolina, Bank of America Corporation provides a diversified range of banking and non-banking financial services and products.
The Davis Polk corporate team included partner Richard D. Truesdell Jr. and associates Diego A. Rotsztain and Aaron Page of the New York office. The tax team included partner Samuel Dimon and associate Kay Ng (not yet admitted) of the New York office.
Davis Polk & Wardwell advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. as joint book-running managers of a $172.5 million SEC-registered offering by Theravance, Inc. of its 3% convertible subordinated notes due 2015.
Based in South San Francisco, California, Theravance is a biopharmaceutical company focused on the discovery, development and commercialization of small molecule medicines across a number of therapeutic areas, including respiratory disease, bacterial infections and gastrointestinal disorders.
The Davis Polk corporate team included partners Alan F. Denenberg and Martin A. Wellington and associates Robert J. Maynes and Niki Fang of the Menlo Park office. Partner Dana L. Trierand associate M. Ryan LaRosa (admitted in California only) of the New York office provided tax advice. The environmental team included counsel Loyti Cheng and associate Dessislav Dobrev (not yet admitted) of the New York office. Associates Emma Maconick and Duane Nash of the Menlo Park office provided intellectual property advice. Associate Alina Fulop of the New York office provided 1940 Act advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell is advising Roche Holding Ltd on its acquisition of Ventana Medical Systems, Inc., a leader in the fast-growing histopathology (tissue-based diagnostics) segment. Headquartered in Basel, Switzerland, Roche is one of the world‘s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics.
After unsuccessful efforts to engage the company in discussions concerning a possible transaction, Roche initiated, in June 2007, an unsolicited tender offer to acquire Ventana.
On January 21, 2008, Roche and Ventana entered into a merger agreement, pursuant to which Roche would acquire Ventana for $89.50 per share in cash (or an aggregate of $3.4 billion on a fully diluted basis). The merger agreement has been approved by the boards of Ventana and Roche. The transaction is subject to customary closing conditions, including the tender of a majority of Ventana‘s shares of common stock.
The Davis Polk transaction team includes partners Arthur F. Golden, Christopher Mayer and Marc O. Williams, associates Bradley Mitchell, Jeffrey M. Glasheen, Laura I. Martínez, Andrea Buti and Terrence R. O‘Donnell (not yet admitted), all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Brian M. Burnovski, all of the New York office, are providing litigation advice. Partner Joel M. Cohen and associates Stephen M. Pepper and Edward N. Moss, all of the New York office, are providing antitrust advice. Counsel Loyti Cheng and associate Heather Daly, both of the New York office, are providing environmental advice. Partners Steven S. Weiner and Anthony I. Fenwick of the Menlo Park office, and associates Duane Nash and Vishnu Reddy, both of the Menlo Park office, and associate Stefan Quick of the New York office, are providing intellectual property advice. Partner Michael Mollerus and associate David Morris, both of the New York office, are providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani, both of the New York office, are providing employment advice.
Davis Polk & Wardwell advised Jefferies & Company, Inc. as underwriter of the $114.6 million SEC-registered secondary offering of 5,000,000 shares of common stock of EnerSys Inc. The common stock is listed on the New York Stock Exchange under the symbol “ENS.”
Based in Reading, Pennsylvania, EnerSys is the world’s largest manufacturer, marketer and distributor of industrial batteries.
The Davis Polk corporate team included partner Keith L. Kearney and associates Luis I. Mendoza III and Ester del Valle Izquierdo (not yet admitted). Partner Michael Farber and associate Gregory T. Hannibal provided tax advice. Natalie Chan 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 AG London Branch in connection with its purchase of $500 million aggregate principal amount of Series B floating-rate bonds due 2009 issued by Eco Telecom Limited, an indirect Gibraltar subsidiary of Alfa Bank. Eco Telecom’s obligations under the bonds are secured by a pledge of ordinary shares, American Depositary Shares and preferred shares in Open Joint Stock Company Vimpel-Communications and cash margining arrangements, and are guaranteed by Eco Telecom’s parent, Altimo Holdings & Investments Limited, a British Virgin Islands entity. In connection with the transaction, Davis Polk & Wardwell also advised Equity Trust Services (UK) Limited, which was appointed as trustee for the bonds issued by Eco Telecom and collateral agent in connection with the pledged securities.
Alfa Bank is one of Russia’s largest privately owned banks. VimpelCom is a leading provider of telecommunications services in Russia, Kazakhstan and elsewhere in the former Soviet Union and its ADRs are listed on the New York Stock Exchange. Deutsche Bank may hedge its exposure to the bonds in the credit default swap market.
The Davis Polk corporate team included partners Witold Balaban and Keith L. Kearney of the New York office and associates Reuven B. Young, Barry Mansfield and Juan Kim (not yet admitted) of the London office. Counsel Erika D. White provided credit advice. Damion R. Jackson and Paulina Vargas of the London office were the legal assistants on the transaction.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated as joint book-running managers and J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc. as co-managers of an SEC-registered offering by ADC Telecommunications, Inc. of $225 million principal amount of 3.50% convertible subordinated notes due 2015 and $225 million principal amount of 3.50% convertible subordinated notes due 2017.
ADC Telecommunications is a global provider of communications network infrastructure solutions and services for wireline, wireless, cable, broadcast and enterprise networks around the world.
The Davis Polk corporate team included partners Alan F. Denenberg and Sarah K. Solum and associates Matthew E. King, Sarvenaz Madi and Colin Sturt of the Menlo Park office. Partner Dana L. Trier and associate Suzan H. Sandikcioglu of the New York office provided tax advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell is advising the Campbell Soup Company in connection with its $850 million sale of Godiva Chocolatier to Yildiz Holding A.S. The sale is subject to customary closing conditions and regulatory approvals and is expected to close within the next several months.
Campbell Soup Company is a Camden, New Jersey-based global manufacturer and marketer of high quality foods and simple meals, including soup, baked snacks, vegetable-based beverages, and premium chocolate products. Yildiz Holding A.S. is the owner of the Ülker Group, a diversified food company based in Istanbul, Turkey.
The Davis Polk corporate team includes partner David L. Caplan and associates H. Oliver Smith, Alexandra C. Norton and Gillian Emmett Moldowan (not yet admitted). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Beverly Fanger Chase, counsel George R. Ince Jr. and associate Natasha Sankovitch are providing employee benefits advice. Counsel James P. McIntyre and associate Carolyn Gratzer Cope are providing real estate advice. Associate Matthew J. Bacal is providing intellectual property advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Janine Samuel is the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Linktone Ltd., a Nasdaq-listed, Shanghai-based wireless interactive entertainment company in connection with its proposed sale of a controlling interest to PT Media Nusantara Citra (MNC). The proposed transaction will combine a tender offer for outstanding shares and a subscription for newly issued shares of Linktone, with MNC holding at least 51% of the share capital of Linktone after the consummation of the transaction. The transaction is subject to the approval of Linktone’s shareholders and is expected to close in the first quarter of 2008.
Linktone is one of the leading providers of wireless interactive entertainment services to consumers and advertising services to enterprises in China. Linktone’s services are provided through cross-media platforms and the networks of China’s major mobile operators. Based in Jakarta and listed on the Jakarta stock exchange, MNC is the largest media company in Indonesia and is also the only integrated media company in Indonesia with operations encompassing content product, content distribution, television networks, newspaper and radio networks.
The Davis Polk corporate team includes counsel Mark J. Lehmkuhler and associates Anna Xu , Zhan Chen and Jennifer H. Leung (not yet admitted), all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office are providing tax advice.
Davis Polk & Wardwell today announced the appointment of Donna Rosenwasser as the firm’s Executive Director. Ms. Rosenwasser succeeds Robert A. Hendel, who is retiring after 26 years at the firm. The move is effective on January 1, 2008.
As Executive Director, Ms. Rosenwasser will have responsibility for all office operations, supporting approximately 700 lawyers, 200 legal assistants and 760 staff members in the firm’s 10 offices worldwide. She will work closely with the firm’s Management Committee and various other partner committees on policy formulation in the areas of personnel and firm management. Among the staff departments that Ms. Rosenwasser will lead are Finance, Recruiting, Associate Development, Litigation Services, Information Systems, Professional Services and Business Development.
Since joining Davis Polk in 2002, Ms. Rosenwasser has served as Associate Executive Director. She was responsible for a number of the firm’s non-legal departments, and oversaw a wide range of projects and internal initiatives relating to such areas as finance, benefits, litigation support, office openings and expansion, expatriate issues, taxation and client service.
Prior to joining Davis Polk, Ms. Rosenwasser was a partner and the Director of Finance at McKinsey & Company where she spent 14 years and also served as Tax Counsel. Ms. Rosenwasser began her career as a tax associate with the law firm of Andrews & Kurth. She received a B.A. from Rice University and a J.D. from the University of Texas School of Law.
“We are extremely fortunate to have someone of Donna’s intelligence, management capabilities and broad experience lead the vital administrative functions of our firm worldwide,” said John R. Ettinger, Managing Partner of Davis Polk & Wardwell. “Having worked closely with her for more than five years now, it is clear that Donna is the ideal candidate to succeed Bob Hendel and continue the efficient and forward-thinking management of our global operations.”
“I’m thrilled about the opportunity to take on this new role. Bob Hendel is an exceptionally talented person, and I believe that working closely with him for five years has prepared me well for this new professional challenge,” said Ms. Rosenwasser. “Davis Polk is one of the top professional organizations in the world, and I’m very proud to be part of it.”
Mr. Hendel joined Davis Polk in 1981 as Manager of Information Systems. In this capacity, he supervised the implementation of a firmwide computer network, making Davis Polk among the first law firms in the world to install such a system. He was named the firm’s first Executive Director in 1982, well before this was a common position at large law firms. As Executive Director, Mr. Hendel oversaw all of Davis Polk’s administrative services and functions, enabling the firm to keep pace with rapid growth and geographic expansion, which during his tenure saw the firm triple its lawyer headcount and more than double the number of its offices worldwide. He also remained committed to keeping the firm at the forefront of innovation in information technology systems, both in their application to firm operations and client matters.
Mr. Ettinger added, “It would be impossible to overstate the contributions that Bob has made to the efficiency, growth and success of Davis Polk over the past three decades. On behalf of all of my partners and everyone at Davis Polk, I extend my deepest gratitude to Bob and wish him and his family much health and happiness in the future.”
Davis Polk & Wardwell is advising Affymetrix, Inc. on its acquisition of USB Corporation. Based in Santa Clara, California, Affymetrix is engaged in the development, manufacture, sale and service of consumables and systems for genetic analysis in the life sciences and clinical healthcare markets and is recognized as a market leader in creating breakthrough tools that are advancing the understanding of the molecular basis of life. USB is a privately held Cleveland, Ohio-based company that develops, manufactures and markets an extensive line of molecular biology and biochemical reagent products.
Under the terms of the acquisition, Affymetrix will acquire USB for approximately $75 million in cash. The transaction is expected to close in the
