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 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 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 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 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 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 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 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 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 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 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 advised Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities, LLC and Wachovia Capital Markets, LLC as joint book-running managers and representatives of the several underwriters on an SEC-registered offering by American International Group, Inc. (AIG) of its 7.70% Series A-5 junior subordinated debentures in an aggregate principal amount of $1.1 billion. These “hybrid” securities were structured as Moody’s Basket D securities, which provide the company with 75% equity credit.
Davis Polk & Wardwell has advised the underwriters on a total of five series of hybrid securities issued by AIG in 2007, which total approximately $5.6 billion in three different currencies.
Based in New York, New York, AIG is a leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world.
The Davis Polk team included partners Ethan T. James and John M. Brandow, counsel Courtenay U. Myers and associates Yixin (Christine) Chen, Zachary J. Zweihorn (not yet admitted) and Jonathan Armstrong (not yet admitted). Partner Michael Farber and associate Seth H. Poloner provided tax advice. 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 on an SEC-registered offering by Diageo Capital plc of $250 million principal amount of 5.17% notes due 2017 and $250 million principal amount of 5.20% notes due 2013, in each case guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately GB£27.5 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associate John B. Meade of the London office and associate Jennifer Mittelsteadt of the Frankfurt office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell advised Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated as representatives of the underwriters and, together with Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., joint book-running managers in connection with a registered offering by Washington Mutual, Inc. of $3 billion of its 7.75% non-cumulative perpetual preferred shares, convertible into common stock at the option of the holder.
Washington Mutual, Inc., the largest thrift holding company in the United States, is a consumer and small business banking company with operations in major U.S. markets. The company’s activities include retail banking, credit card services, commercial real estate lending and home loans.
The Davis Polk corporate team included partners John M. Brandow, Luigi L. De Ghenghi and Richard D. Truesdell, Jr., and associates Michel Beshara, Posit Laohaphan, Alexander N. Macleod (not yet admitted) and Alexander Young-Anglim (not yet admitted). Partner Po Sit and associates Matthew Kohley (not yet admitted) and Jenny L. Ruzow provided tax advice. Fan Gao and Emily Rotando were the legal assistants 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 Deutsche Bank Securities Inc. as joint book-running managers of the $83.75 million SEC-registered offering of 5,000,000 shares of common stock of PROS Holdings, Inc. In the offering, PROS sold 65,000 shares and selling stockholders sold 4,935,000 shares.
PROS Holdings, Inc., based in Houston, Texas, is a leading provider of pricing and revenue optimization software.
The Davis Polk corporate team included partner Martin A. Wellington, associates Zachary Patton and Stephen Salmon and legal assistants Beverly G. Walsh and Karla K. Rogers, all of the Menlo Park office. Counsel Leslie J. Altus and associate Catherine Paskoff Chang of the New York office provided tax advice. The FINRA team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak of the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. as sole book-running manager of a $1.03 billion Rule 144A offering by Microchip Technology Incorporated of its 2.125% junior subordinated convertible debentures due 2037.
Microchip develops and manufactures specialized semiconductor products used by its customers for a variety of embedded control applications.
The Davis Polk corporate team included partners Alan F. Denenberg and Mischa Travers and associate, Zachary Patton and Colin Sturt of the Menlo Park office. Partner Michael Farber and associate Catherine P. Tennant of the New York office provided tax advice. Beverly G. Walsh of the Menlo Park office was the legal assistant for the transaction.
Davis Polk & Wardwell advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Itaú Securities, Inc., Morgan Stanley & Co. Incorporated, Bradesco Securities Inc. and J.P. Morgan Securities Inc. as joint bookrunners on the Rule 144A/Regulation S initial public offering of Bolsa de Mercadorias & Futuros-BM&F S.A., one of the world’s largest futures exchanges, the largest in Latin America and the only futures exchange operating in Brazil. Certain selling shareholders offered an aggregate of 299,184,846 common shares, listed on the São Paulo Stock Exchange, for a total of approximately US$3.3 billion.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Fabio Lowenthal and Ezgi Kaya of the New York office. The tax team included partner Mary B.Conway and associate Neil Weinberger of the New York office. Associate Alina Fulop of the New York office provided 1940 Act advice. Elizabeth Rollings of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell advised Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated as joint bookrunners in connection with an SEC-registered offering by General Electric of $4 billion aggregate principal amount of 5.25% notes due 2017.
With products and services ranging from aircraft engines, power generation, water processing and security technology to medical imaging, business and consumer financing, media content and advanced materials, GE serves customers in more than 100 countries and employs more than 300,000 people worldwide.
The Davis Polk corporate team included partner Joseph A. Hall and associates Jeffrey Pohlman and Tiaan Schreuder (not yet admitted). Partner Michael Mollerus and associate Nancy Chen provided tax advice. The legal assistant on the transaction was James H. McCormick. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc., Lehman Brothers Inc. and RBC Capital Markets Corporation as joint book-running managers on an SEC-registered offering by Penn Virginia Corporation of 3,450,000 shares of common stock. Davis Polk also advised J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC as joint book-running managers on a concurrent SEC-registered offering by Penn Virginia Corporation of $230 million principal amount of 4.50% convertible senior subordinated notes due 2012. In addition, Davis Polk advised JPMorgan Chase Bank, National Association, Lehman Brothers OTC Derivatives Inc., UBS AG, London Branch and Wachovia Bank, National Association as counterparties to call spread transactions in connection with the convertible notes offering.
Penn Virginia Corporation is an independent natural gas and oil company focused on the exploration, acquisition, development and production of reserves in domestic onshore regions, including the Appalachian Basin, the Cotton Valley play in east Texas, the Selma Chalk play in Mississippi, the Mid-Continent region and the Gulf Coast of Louisiana and Texas.
The Davis Polk corporate team included partners Deanna L. Kirkpatrick, Mark M. Mendez, Ray Ibrahim and Linda A. Simpson and associates Mariana Boranga, Rafal A. Nowak, Jae Myung Kim, Adam Greene, Aaron Page, Adi David and Ilya Fradkin (not yet admitted). Partner Michael Farber and associate Nancy Chen provided tax advice. Counsel Loyti Cheng and associate Brianne M. Lucyk provided environmental advice. Mina Azimi was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised PepsiCo, Inc. on its SEC-registered debt shelf takedown of $1 billion aggregate principal amount of its 4.65% senior notes due 2013. Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC 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 corporate team included partner Joseph A. Hall and associates Kevin Williams and Yue (Mark) Li (not yet admitted). Partners Mario J. Verdolini and Harry Ballan and associate Amir C. Chenchinski 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 Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc. and J.P. Morgan Securities Inc. as representatives of the underwriters in connection with an SEC-registered offering by The McGraw-Hill Companies, Inc. of $1.2 billion aggregate principal amount of unsecured senior notes, which consisted of $400 million principal amount of 5.375% senior notes due 2012, $400 million principal amount of 5.900% senior notes due 2017 and $400 million principal amount of 6.550% senior notes due 2037.
The McGraw-Hill Companies, Inc. is a global information services provider serving the financial services, education and business information markets through leading brands such as Standard & Poor’s, J.D. Power and Associates, BusinessWeek and McGraw-Hill Education.
The Davis Polk corporate team included partner Richard A. Drucker and associates Tanya E. George and Qian Lance Jiang (not yet admitted). Partner Kathleen L. Ferrell and associate Suzan H. Sandikcioglu provided tax advice. Mina Azimi 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 Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC in connection with the initial public offering by PIMCO Income Opportunity Fund of $325 million of its shares of common stock. The fund is listed on the New York Stock Exchange under the symbol “PKO.”
The investment manager of the fund is Allianz Global Investors Fund Management LLC and the sub-adviser of the fund is Pacific Investment Management Company LLC.
The Davis Polk corporate team included partner Joseph A. Hall and associates John T. Rudy and Derek Dostal. Counsel Susan Betteridge Baker provided Investment Company Act advice. Partner Mary Conway and associate Catherine Paskoff Chang (not yet admitted) provided tax advice. The FINRA team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Thomas Weisel Partners LLC as sole bookrunner and the representative of the underwriters in connection with the initial public offering of 6,000,000 shares of common stock of Internet Brands, Inc. for $48 million. Of the 6,000,000 shares, Internet Brands sold 2,350,115 shares and selling stockholders sold 3,649,885 shares. The shares are listed on the Nasdaq Global Market under the symbol ‚INET.‛
Internet Brands, Inc., headquartered in El Segundo, California, is an Internet media company that builds, acquires and enhances branded websites in the automotive, travel and leisure, and home and home improvement categories.
The Davis Polk corporate team included partner Alan F. Denenberg, associates Sarvenaz Madi and Stephen Salmon, and legal assistant Michael Nguyen, 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 advised Goldman, Sachs & Co. as the sole book-running manager in connection with the initial public offering of 4,600,000 shares of common stock of Virtual Radiologic Corporation (VRC) for approximately $78.2 million. The shares are listed on the Nasdaq Global Market.
VRC is one of the leading providers of remote diagnostic image interpretation, or teleradiology, services to radiology practices, hospitals, clinics and diagnostic imaging centers throughout the United States.
The Davis Polk corporate team included partner Richard J. Sandler, associates Maurice Blanco and Pheabe S. Morris and legal assistant Luis C. Martos. Counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak assisted with FINRA matters. The tax team included partner William H. Weigel and associate Catherine Paskoff Chang (not yet admitted). All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Affymetrix, Inc. on its SEC-registered offering of $275 million aggregate principal amount of its 3.50% convertible senior notes due 2038. J.P. Morgan Securities Inc. acted as the sole book-running manager for the transaction.
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.
The Davis Polk corporate team included partners William M. Kelly and Sarah K. Solum, and associates Jeffrey M. Smith and Colin Sturt, all of the Menlo Park office. Partner Michael Mollerus and associate Catherine Paskoff Chang (not yet admitted) of the New York office provided tax advice. Associate Alina Fulop of the New York office provided 1940 Act advice. Partners Matthew B. Lehr and Anthony I. Fenwick and associate Vishnu Reddyof the Menlo Park office provided intellectual property advice. Cari M. Hebel and Beverly G. Walsh of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC as sole bookrunner and representative of the underwriters on a $107.5 million public offering of 2,500,000 shares of common stock of EnerNOC, Inc. Of the 2,500,000 shares, EnerNOC sold 500,000 shares and selling stockholders sold 2,000,000 shares. EnerNOC common stock is traded on the Nasdaq Global Market under the symbol ‚ENOC.‛
EnerNOC is a leading developer and provider of clean and intelligent power solutions to commercial, institutional and industrial customers, as well as electric power grid operators and utilities. EnerNOC’s technology-enabled demand response and energy management solutions help optimize the balance of electric supply and demand. EnerNOC uses its Network Operations Center, or NOC, to remotely manage and reduce electricity consumption across a network of commercial, institutional and industrial customer sites and make demand response capacity and energy available to grid operators and utilities on demand.
The Davis Polk team included partner Alan F. Denenberg and associates Robert J. Maynes and Christopher D. Kelley (not yet admitted) of the Menlo Park office. The FINRA team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak. Karla K. Rogers of the Menlo Park office was the legal assistant for the transaction.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. as sole book-running manager and Ladenburg Thalmann & Co. Inc. as co-manager in connection with the initial public offering of 25 million units of Capitol Acquisition Corp. for an aggregate of $250 million. Each unit consists of one share of common stock and one warrant to purchase one share of common stock of Capitol Acquisition Corp. The units, the shares and the warrants are listed on the American Stock Exchange.
Capitol Acquisition Corp. is a newly organized special purpose acquisition corporation formed for the purpose of acquiring through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more operating businesses or assets in high-growth areas such as the technology, media and communications sectors, as well as industries that support or enable such businesses, but not limited to a particular industry.
The Davis Polk corporate team included partner Deanna L. Kirkpatrick and associates Byron B. Rooney, Sarah M. Carley and Mark Holloway (not yet admitted). The FINRA team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak. The tax team included partner Lucy W. Farr and associate Alon Gurfinkel. Elizabeth Rollings 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 Morgan Stanley & Co. International plc and Lehman Brothers Inc. as representatives of the underwriters on the US$259 million SEC-registered initial public offering of AirMedia Group Inc. The initial public offering consisted of 17,250,000 American Depositary Shares, or ADSs, each representing two ordinary shares, of which 2,250,000 ADSs were purchased by the underwriters upon exercise of an over-allotment option. The ADSs are listed on the Nasdaq Global Market under the symbol “AMCN”.
Based in Beijing, China, AirMedia Group Inc. operates the largest digital media network in China dedicated to air travel advertising. It has contractual concession rights to operate digital TV screens in 52 airports, including 28 of the 30 largest airports in China, and to place its programs on the routes operated by nine airlines, including the three largest airlines in China.
The Davis Polk corporate team included partner Show-Mao Chen and associates Li He of the Beijing office and Andrew R. Lin and Bate Yu of the Hong Kong office. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Stephanie Neely and Wei Zhang of the Beijing office and Peggy Ann Petercsak of the New York office were the legal assistants on the transaction.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. as sole underwriter in connection with an SEC-registered offering by Bunge Limited of US$862.5 million of its 5.125% cumulative mandatory convertible preference shares with a liquidation preference of US$1,000 per share. Each preference share is mandatorily convertible into common shares that trade on the New York Stock Exchange.
Bunge is a leading global agribusiness and food company founded in 1818. Bunge is the world’s leading oilseed processing company and the largest producer and supplier of fertilizers to farmers in Brazil.
The Davis Polk corporate team included partners Manuel Garciadiaz and Ray Ibrahim and associates Mariana Boranga and Radoslaw Michalak (not yet admitted). Partner Michael Farber and associate Gregory T. Hannibal provided tax advice. Amarilys K. Barbosa was the legal assistant on the transaction. All members of the team work in the New York office.
Davis Polk & Wardwell advised Lehman Brothers Inc., Goldman, Sachs & Co. and Banc of America Securities LLC as the joint book-running managers in connection with the initial public offering of 32,379,500 shares of common stock of SandRidge Energy, Inc. for approximately $840 million. The shares are listed on the NYSE.
SandRidge Energy is an oil and natural gas company headquartered in Oklahoma City with its principal focus on exploration and production. SandRidge focuses its exploration and production activities in West Texas, the Cotton Valley Trend in East Texas and the Gulf Coast.
The Davis Polk corporate team included partner Richard D. Truesdell Jr., associates Jeffrey Pohlman, Kevin Williams, Alan R. Lewis and Michael Segall, and legal assistant James H. McCormick. Counsel Marcie A. Goldstein provided FINRA advice. Counsel Betty Moy Huber and associate Heather Daly provided environmental advice. Partner Lucy W. Farr and associate Mitchell A. Kent provided tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and CIBC World Markets Corp. as lead managers in connection with the initial public offering of 6,649,928 shares of common stock of Neutral Tandem, Inc. for approximately $93 million. The shares are listed on the Nasdaq Global Market under the symbol “TNDM.”
Based in Chicago, Neutral Tandem provides tandem interconnection services principally to competitive carriers, including wireless, wireline, cable telephony and Voice over Internet Protocol, or VoIP, companies.
The Davis Polk corporate team included partner Richard A. Drucker and associates Arthur Einav, Jeremy M. Schwartz, Alexandra C. Norton and Angela Doolan, all of the New York office. Partner Edmund Polubinski III and associate Willow D. Crystal of the New York office provided litigation advice. The intellectual property team included partner Steven S. Weiner of the Menlo Park office and associate Stefan Quick (not yet admitted) of the New York office. Partner Michael Mollerus and associate Nancy Chen of the New York office provided tax advice. The NASD team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak of the New York office. Eric Ross of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell advised Merrill Lynch International as the sole manager on a landmark SEC-registered bond offering by the Export-Import Bank of Korea of Mexican Peso 1 billion of 8.61% notes due 2017.
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 and associate Brian Radigan of the London office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised ABN AMRO Incorporated, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. International plc as joint lead managers on an SEC-registered bond offering by the Export-Import Bank of Korea of US$1.5 billion of 5.50% notes due 2012.
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 and associate Brian Radigan of the London office provided tax advice. Jean Park of the Hong Kong office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC, Citibank Global Markets Inc. and Morgan Stanley & Co. Incorporated as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $1 billion principal amount of 5.17% notes due 2017 and $500 million principal amount of 5.20% notes due 2013, in each case guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately GB£27.5 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associates John B. Meade, Sapna Dutta and Gerard H. Kelly (not yet admitted) of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole underwriter on the SEC-registered initial public offering of 14,141,516 ADSs of Maxcom Telecomunicaciones, S.A. de C.V. Each ADS represents seven Certificados de Participación Ordinarios, or CPOs, and each CPO represents three shares of Series A common stock. Maxcom and certain selling shareholders completed a concurrent offering of 5,939,394 CPOs in Mexico. The global offering was for US$295 million. The ADSs trade on the New York Stock Exchange and the CPOs trade on the Mexican stock exchange.
Maxcom is a telecommunication services operator providing services to residential and small and medium-sized business customers in four Mexican metropolitan markets, which consist of Mexico City, Puebla, Queretaro and Toluca and selected service in other markets.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Jeffrey Pohlman and Ester del Valle Izquierdo (not yet admitted). The tax team included partner Harry Ballan and associate Gregory T. Hannibal. Partner Nora M. Jordan and associate Gregory S. Rowland provided 1940 Act advice. Counsel Loyti Cheng and associate Brianne M. Lucyk provided environmental advice. Eric Ross was the legal assistant for the transaction. All members of the team are based in the New York office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. as joint book-running managers and Banc of America Securities LLC, Goldman, Sachs & Co., and Lehman Brothers Inc. that participated as bookrunners on a $600 million registered public offering by CIT Group Inc. of equity units, each equity unit consisting of (i) a purchase contract and (ii) a 2.5% undivided beneficial ownership interest in $1,000 principal amount of CIT’s 7.50% senior note due November 15, 2015. The proceeds of this offering will be used by CIT for general corporate purposes. Morgan Stanley and Citigroup also entered into a forward equity commitment agreement to purchase up to an aggregate amount of $80 million of CIT’s common stock.
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, Angela Doolan, Samuel O. Ollunga (not yet admitted) and Meng Lai (not yet admitted). The Davis Polk equity derivatives team included partner John M. Brandow and associates Rafal A. Nowak and James Chenard (not yet admitted). Partner Po Sit and associate Jason D. Rogers provided tax advice. Counsel Loyti Cheng and associate Hayden Baker provided environmental advice. Mina Azimi was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised UBS Investment Bank and Ladenburg Thalmann & Co. Inc. as joint book-running managers in connection with the initial public offering of 40 million units of SP Acquisition Holdings, Inc. for an aggregate of $400 million. Each unit consists of one share of common stock and one warrant to purchase one share of common stock of SP Acquisition Holdings, Inc. The units, the shares and the warrants are listed on the American Stock Exchange.
SP Acquisition Holdings, Inc. is a newly organized special purpose acquisition corporation formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses or assets with a significant opportunity for growth, located in the United States, Europe or Asia, but not limited to a particular industry.
The Davis Polk corporate team included partner Deanna L. Kirkpatrick and associates Luis I. Mendoza III, Jeff Ramsay, Alexandra C. Norton and Adi David. The FINRA team included counsel Marcie A. Goldstein and legal assistant Peggy Ann Petercsak. Partner William H. Weigel 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 Goldman Sachs International and UBS Limited as the underwriters of an SEC-registered secondary offering of ordinary shares of AngloGold Ashanti Limited by Anglo South Africa Capital (Proprietary) Limited, an indirect subsidiary of Anglo American plc. The offering, valued at approximately $2.9 billion, consisted of 67,100,000 shares at a price to investors of $44.11 and South African rand 300.61. The shares were delivered in the form of ordinary shares and American Depositary Shares. The sale reduced Anglo American's shareholding in AngloGold Ashanti from 41.6% to 17.3%.
Based in Johannesburg, South Africa, AngloGold Ashanti Limited is a global gold company with a diversified portfolio of assets in many key gold-producing regions. AngloGold Ashanti was formed following the consolidation of the gold interests of Anglo American into a single company in 1998. AngloGold Ashanti's American Depositary Shares trade on the New York Stock Exchange and its ordinary shares trade on the JSE Limited, the London Stock Exchange and Euronext Paris, and on the Australian Stock Exchange, the Ghanaian Stock Exchange and Euronext Brussels under respective depositary share programs. Based in London, Anglo American plc is one of the world’s largest mining and natural resource groups. Through its subsidiaries, joint ventures and associates, it is a global leader in platinum group metals and diamonds, with significant interests in coal, base and ferrous metals, as well as industrial minerals and gold.
The Davis Polk corporate team included partner Paul E. Kumleben, associates Reuven B. Young and Zoe J. Maddox and legal assistants Damion R. Jackson and Paulina Vargas, all of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. and UBS Securities LLC as representatives of the underwriters of a registered offering by Molina Healthcare, Inc. of $200 million aggregate principal amount of its 3.75% convertible senior notes due 2014.
Molina Healthcare, Inc. is a multi-state managed care organization that arranges for the delivery of health care services to persons eligible for Medicaid and other government-sponsored programs for low-income families and individuals. The company currently operates health plans in California, Michigan, New Mexico, Ohio, Texas, Utah and Washington.
The Davis Polk corporate team included partners Deanna L. Kirkpatrick and Ray Ibrahim and associates Diego A. Rotsztain, Paul Anderson and Kenneth Charles Piercy (not yet admitted). Partner Lucy W. Farr and associate Gregory T. Hannibal provided tax advice. Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. Luis C. Martos was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Goldman, Sachs & Co. and UBS Securities LLC as the joint bookrunners and Lehman Brothers Inc., William Blair & Company, L.L.C., Keefe, Bruyette & Woods, Inc. and Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC as the co-managers in connection with the initial public offering of 9,545,000 shares of Class A common stock of Duff & Phelps Corporation for approximately $153 million. The Class A common stock is listed on the NYSE.
Duff & Phelps is a leading provider of independent financial advisory and investment banking services. It principally supports client needs in financial and tax valuation, mergers and acquisitions, restructuring, and litigation and disputes.
The Davis Polk corporate team included partner Michael Kaplan, associates Jean Weng, Adam Greene and Patricia T. Niebauer, and legal assistant Elizabeth Rollings. Partner William H. Weigel and associate Craig A. Phillips provided tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets and Wachovia Securities as joint lead managers for a group of underwriters in connection with a $1.5 billion SEC-registered offering of 7.375% 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 associate Harold J.G. Brunink of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Counsel Erin K. Cho and associate Natasha Sankovitch of the New York office provided ERISA advice. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. as the sole book-running manager in connection with an SEC-registered offering by Range Resources Corporation of $250 million aggregate principal amount of 7½% senior subordinated notes due 2017.
Based in Fort Worth, Texas, Range Resources is engaged in the exploration, development and acquisition of oil and gas properties, primarily in the Southwestern, Appalachian and Gulf Coast regions of the United States.
The Davis Polk corporate team included partner Sarah E. Beshar and associates Jeffrey Pohlman, George Sirignano and Somnath Bhattacharyya (not yet admitted). Partner Michael Mollerus and associate Raymond J. Holst provided tax advice. The legal assistant on the transaction was James H. McCormick. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd., Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited as representatives of the several underwriters on a €215,000,000 offering by Infineon Technologies Investment B.V. of 1.375% guaranteed subordinated notes exchangeable into American Depositary Shares of Qimonda AG. The offering was conducted outside the United States in reliance on Regulation S.
Concurrently with the offering of the exchangeable notes, Infineon Technologies AG entered into an ADS lending agreement with J.P. Morgan Securities Ltd. whereby Infineon agreed to lend to J.P. Morgan Securities Ltd. 3,550,098 ADSs of Qimonda AG. The loaned ADSs were sold in an SEC-registered offering simultaneously with a secondary public offering of 25,000,000 ADSs of Qimonda AG by Infineon Technologies AG. The proceeds from the sale of the loaned ADSs have been used by an affiliate of J.P. Morgan Securities Ltd. to facilitate certain hedging transactions by investors in the exchangeable notes.
Infineon Technologies Investment B.V., incorporated in the Netherlands, and Qimonda AG, a German stock corporation, are wholly owned and majority-owned subsidiaries, respectively, of Infineon Technologies AG, a German stock corporation that designs, develops, manufactures and markets a broad range of semiconductors and complete system solutions used in a wide variety of microelectronic applications.
The Davis Polk corporate team included partners Witold Balaban and Ray Ibrahim and associates Rafal A. Nowak and Michel Beshara of the New York office, and associate Barbora Moring of the Frankfurt office. Partner Michael Farber and associates Lisa Mahle and Mitchell A. Kent of the New York office provided tax advice.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as representatives of the underwriters on a $154 million SEC-registered offering of 5,405,000 shares of common stock of Concur Technologies, Inc.
Based in Redmond, Washington, Concur Technologies, Inc. is the leading provider of on-demand Employee Spend Management services.
The Davis Polk corporate team included partner Alan F. Denenberg, associates Jeffrey M. Smith and Saswat Bohidar (not yet admitted) and legal assistants Michael Nguyen and Beverly G. Walsh, all of the Menlo Park office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice.
Davis Polk & Wardwell advised Citigroup Global Markets, Inc. as sole bookrunner of SEC-registered concurrent offerings by Equinix, Inc. of: $396 million aggregate principal amount of 3.00% convertible subordinated notes due 2014 and 4,211,939 shares of common stock for $354 million.
Citigroup Global Markets, Inc. was sole bookrunner for both offerings. Credit Suisse (USA) LLC, Jefferies & Co. LLC, UBS Securities LLC and Barclays Capital Inc. were co-managers for the convertible notes offering and Credit Suisse (USA) LLC, Jefferies & Co. LLC and UBS Securities LLC were the co-managers for the common stock offering.
Based in Foster City, California, Equinix provides network neutral colocation, interconnection and managed services to enterprises, content companies, systems integrators and the world's largest network providers.
The Davis Polk corporate team included partners Alan F. Denenberg and Sarah K. Solum and associates Dharini Mathur, Robert J. Maynes and Lee B. Shepard of the Menlo Park office and associate Chin W. Lee (not yet admitted) of the London office. Partner Rachel D. Kleinberg of the Menlo Park office and associate David Morris of the New York office provided tax advice. Partner Gail A. Flesher and associate Hayden S. Baker, both of the New York office, provided environmental advice. Karla K. Rogers, Cari M. Hebel and Beverly G. Walsh, all of the Menlo Park office, were the legal assistants on the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC as underwriter on the SEC-registered offering by NICE-Systems Ltd. of 4,500,000 American Depositary Shares, each representing one ordinary share. The shares are listed on the Nasdaq Global Market under the symbol “NICE.”
Based in Israel, NICE-Systems Ltd. is a leading provider of solutions that capture, manage and analyze unstructured multimedia content and transactional da
