Davis Polk & Wardwell LLP advised Shanda Games Limited (Shanda Games) and its parent, Nasdaq-listed Shanda Interactive Entertainment Limited (Shanda Interactive), in an initial public offering by Shanda Games and Shanda Interactive, as the selling shareholder, of 83,500,000 American Depositary Shares, representing 167,000,000 Class A ordinary shares of Shanda Games. Priced at US$12.50 per ADS, the total proceeds of the offering is US$1.04 billion. This is the largest U.S. IPO in 2009 and the largest U.S. IPO since April 2008. Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities Inc. were the joint bookrunners for the offering.

Shanda Games is listed on the Nasdaq Global Select Market under the symbol “GAME.” Based in Shanghai, China, Shanda Games is a leading online game developer and operator in China offering a diversified game portfolio, including some of China’s most popular massively multi-player online role-playing games, or MMORPGs, and advanced casual online games. Shanda Games was established in July 2008 in a reorganization of Shanda Interactive pursuant to which all of the assets and liabilities related to the online games business were transferred by Shanda Interactive to Shanda Games. After the offering, Shanda Interactive holds 71.01% of the outstanding shares of Shanda Games and controls 96.08% of its voting rights. Shanda Interactive is a leading interactive entertainment media company in China offering a portfolio of diversified entertainment content, including online games (through Shanda Games), online literature and online music.

The Davis Polk corporate team for the initial public offering included partner James C. Lin, associate Bate Yu and legal specialist Ying Su, all of whom work in the Hong Kong office, and associate Hao Yang of the Beijing office. The Davis Polk corporate team for the reorganization and business separation included partner James C. Lin and associates Zhan Chen and Mirando So, all of whom work in the Hong Kong office. Partner John D. Paton and associate Alon Gurfinkel of the London office and associate Hubert C. Raglan of the New York office provided tax advice. Partner Kyoko Takahashi Lin and counsel George R. Ince Jr. of the New York office provided employee benefits advice. Associate Catherine L. Martin of the New York office provided 1940 Act advice. Fan Fan and Nian Liu of the Beijing office were the legal assistants on the transaction.