Davis Polk & Wardwell LLP advised J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as the joint book-running managers and representatives of the initial purchasers on a Rule 144A offering by Cadence Design Systems, Inc. of $300 million aggregate principal amount of 2.625% cash convertible senior notes due 2015. In connection with the convertible senior notes offering, Cadence also entered into convertible note hedge and warrant transactions with affiliates of J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc.

Headquartered in San Jose, California, Cadence develops electronic design automation (“EDA”) software and hardware.

The Davis Polk corporate team included partner Alan F. Denenberg and associates Jeffrey Gould and Jesse Gillespie. Partner John M. Brandow and associates Yan Zhang, Jonathan Armstrong and Steven Schuh of the New York office provided equity derivatives advice in connection with the convertible note hedge and warrant transactions. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. Associate Emma Maconick provided intellectual property advice. Karla K. Rogers was the legal assistant on the transaction. Except as noted above, all members of the Davis Polk team are based in the Menlo Park office.