John D. Amorosi

Partner

john.amorosi@davispolk.com

Mr. Amorosi is a member of Davis Polk’s Corporate Department, concentrating in mergers and acquisitions. He has regularly acted for both strategic clients such as CVS, E*TRADE, Masco, CNOOC and Morgan Stanley, and private equity clients such as MSCP, Crestview, Metalmark, Corsair and Perry Capital.

Mr. Amorosi has extensive experience in the full range of M&A transactions. He has been involved in numerous contested and uncontested public company transactions. He has also advised clients on various private M&A transactions and auctions, and has represented a range of clients in relation to various joint ventures and special situations. He also has been involved in many transactions involving international acquirors and targets with particular focus on M&A transactions in Brazil and Asia.

Contact

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New York
450 Lexington Avenue
New York, NY 10017
P: 212-450-4010
F: 212-701-5010

Related Practices

Bar Admissions

State of New York

Education

B.A., Georgetown University, 1991
- cum laude
J.D., Georgetown University Law Center, 1995
- magna cum laude
- Order of the Coif

Work Highlights

Public Company M&A

CVS on its $26 billion combination with Caremark Rx, its $9.6 billion consortium purchase of Albertson’s and its $2.9 billion purchase of Longs Drug Stores
ARM Holdings in its $1 billion acquisition of Artisan Components
Morgan Stanley on its acquisition of Saxon Capital for $800 million

Contested Transactions

CVS in successfully (a) fending off a hostile competing offer and proxy solicitation by Express Scripts in order to complete its $26 billion deal with Caremark Rx and (b) overcoming a hostile competing offer by Walgreens and the objections of Pershing Square in order to consummate its $2.9 billion acquisition of Longs Drug Stores
CNOOC in connection with its attempted acquisition of Unocal for $18.5 billion
RJR Nabisco on its various proxy contests with Bennett LeBow and Carl Icahn

Private Strategic M&A/Auctions

Morgan Stanley on the sale of its aircraft leasing business to Terra Firma for $2.5 billion and its retail asset management business to Invesco for $1.5 billion
RJR Nabisco on the sale of its international tobacco business to Japan Tobacco for $7.8 billion

Joint Ventures/Restructurings/Unconventional M&A Transactions

Federal Reserve Bank of New York and the U.S. Treasury in connection with multiple transactions involving AIG, including the $25 billion debt-for-equity exchanges involving AIG’s Asian insurance subsidiaries, AIA and ALICO
Morgan Stanley on the formation of its investment banking joint venture in Japan with Mitsubishi UFJ Financial Group
RJR Nabisco in connection with its reorganization, which included the spin-off of its U.S. tobacco business, the sale of its international tobacco business and various debt tenders
E*TRADE on its sale of a portfolio of asset-backed securities to Citadel and in connection with an investment by Citadel in E*TRADE for $2.55 billion

Cross-border Transactions/Brazil and Asia

MMX Mineraçao on its breakup into three different companies and the subsequent sale of one of them to Anglo American for $5.6 billion
Cosan on the formation of a $12 billion sugar, ethanol and downstream fuel joint venture with Royal Dutch Shell
Qualicorp Particpaçoes S.A. on its sale to Carlyle
ARM Holdings in its $1 billion acquisition of Artisan Components
CNOOC in connection with its attempted acquisition of Unocal for $18.5 billion

Of Note

The New York Times listed Mr. Amorosi, along with several other Davis Polk partners, as one of the leading dealmakers on Wall Street under 40 years of age (“Facebook of Wall Street’s Future,” NYT, Oct. 3, 2007).
He is listed as one of the leading M&A lawyers in Chambers Global, one of the leading private equity lawyers in Legalease’s The Legal 500 United States and as one of the leading Latin American M&A lawyers in both Chambers and Latin Lawyer.
He has also spoken as a panelist on a number of occasions at the Harvard Asia Business Conference regarding cross-border M&A transactions in Asia and chaired the M&A panels at various PLI private equity symposiums.

Professional History

Partner, 2003-present
Associate, 1995-2003
Menlo Park office, 2004
London office, 1999-2001

News

Davis Polk Advises GP Investments on Its Acquisition of Fogo de Chão

Davis Polk Advises General Atlantic on Sale of Emdeon

Davis Polk Advises GS Capital Partners on Its Investment in Enstar

View More > >

Client Publications

Delaware Weighs in on the Meaning of “Substantially All” for a Series of Transactions
Client Newsflash

Investing In or Acquiring Troubled Banks: The Problem of Holding Company Debt
Client Memorandum

FDIC Extends Cautious Welcome To Private Capital Investments In Failed Banks
Client Memorandum

View More > >

Events

John Amorosi and Howard Zhang to Speak at HBS Asia Business Conference

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