Davis Polk & Wardwell advised H. J. Heinz Company, as issuer, in connection with a registered offering of $500 million aggregate principal amount of its 5.350% notes due 2013. The notes were underwritten by Banc of America Securities LLC, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters.
H.J. Heinz Company, incorporated in Pennsylvania on July 27, 1900, manufactures and markets an extensive line of processed food products throughout the world. Its principal products include ketchup, condiments and sauces, frozen food, soups, beans and pasta meals, infant food and other processed food products.
The Davis Polk corporate team included partners Michael Kaplan and Deanna L. Kirkpatrick and associates Amber D. Derryberry, Ilya Fradkin (not yet admitted) and Daniel Smit of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office and associate Craig A. Phillips of the New York office provided tax advice. Eric Ross of the New York office was the legal assistant on the transaction.
Davis Polk & Wardwell advised H. J. Heinz Finance Company, as issuer, in connection with its $350 million Rule 144A offering of an aggregate of 3,500 shares of voting cumulative preferred stock, Series B, liquidation preference $100,000 per share. The shares were initially purchased by J.P. Morgan Securities Inc., as representative of the initial purchasers.
H. J. Heinz Finance Company is a Delaware corporation organized as a subsidiary of H. J. Heinz Company. It holds, either directly or through subsidiaries, certain equity investments in US businesses that manufacture and sell food products and has raised and will raise debt and equity financing for the operation and expansion of those businesses.
The Davis Polk corporate team included partners Michael Kaplan, Deanna L. Kirkpatrick and Ray Ibrahim and associates Amber D. Derryberry, Ilya Fradkin (not yet admitted), Aaron Page and Daniel Smit. 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 Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated as underwriters on an approximately $465 million SEC-registered offering of 7,475,000 shares of common stock, including the over-allotment option, by Century Aluminum Company. The shares are listed on the Nasdaq Global Stock Market.
Based in Monterey, California, Century Aluminum is the third-largest primary aluminum producer in the United States, having produced approximately 767,000 metric tons in 2007.
The Davis Polk corporate team included partner Michael Kaplan, associates Wendi Hoeben, James Chenard (not yet admitted), Jeannette K. Safi (not yet admitted) and summer associates Mark A. Hiller and Bryan J.S. Townsend. The environmental team included counsel Betty Moy Huber and associates Hayden Baker and Wendy Chong (not yet admitted). Partner Michael Farber and associate Kay Ng of the New York office provided tax advice. Elizabeth Rollings and Eliot M. Beck were the legal assistants on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Goldman Sachs International and UBS Limited as representatives of the underwriters of an offering by AngloGold Ashanti Limited of 69,470,442 of its ordinary shares, in the form of ordinary shares or American depositary shares (ADS), by way of allocations of transferable rights to its shareholders and ADS holders. Pursuant to an oversubscription facility, holders of rights were permitted to subscribe for any shares or ADSs not taken up upon exercise of the rights. The offering raised net proceeds of approximately $1.7 billion for AngloGold Ashanti. As the offering was over-subscribed, the underwriters did not purchase any shares pursuant to their underwriting commitment. The offering included public offerings in South Africa and the United States and private placements to institutional investors outside South Africa and the United States.
Based in Johannesburg, South Africa, AngloGold Ashanti 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 ADSs 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.
The Davis Polk corporate team included partner Paul E. Kumleben and associate Reuven B. Young of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Paulina Vargas of the London office was the legal assistant on the transaction
Davis Polk & Wardwell advised Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint bookrunners and representatives of the underwriters on a $119 million initial public offering of 14,000,000 shares of Energy Recovery, Inc. (ERI). Of the 14,000,000 shares, ERI sold 8,078,566 shares and selling stockholders sold 5,921,434 shares. ERI common stock is traded on the Nasdaq Global Market under the symbol “ERII.”
ERI is a leading developer and manufacturer of energy recovery devices, which reduce the electrical power requirements in the sea water reverse osmosis (SWRO) desalination process. ERI’s Pressure Exchanger (PX) recaptures and recycles water pressure normally lost in SWRO, and uses that recaptured pressure to further power the desalination process, without the need for additional high-powered pumps.
The Davis Polk team included partner Alan F. Denenberg and associates Robert J. Maynes, Jeffrey M. Smith and Kenneth Hwang of the Menlo Park office. Counsel Marcie A. Goldstein of the New York office advised on FINRA matters. Michael Nguyen and Jessica L. Talbot of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and Greenwich Capital Markets, Inc. as joint book-running managers and representatives of the underwriters, on an SEC-registered offering by Rio Tinto Finance (USA) Limited of $5 billion principal amount of notes. The offering consisted of $2.5 billion principal amount of 5.875% notes due 2013, $1.75 billion principal amount of 6.500% notes due 2018 and $750 million 7.125% notes due 2028, guaranteed on a senior unsecured basis by Rio Tinto plc, a public limited company incorporated under the laws of England and Wales, and Rio Tinto Limited (ABN 96 004 458 404), a corporation incorporated under the laws of the State of Victoria, Australia (together with Rio Tinto plc, the “Guarantors”).
Rio Tinto Finance (USA) Limited is a finance company of the Rio Tinto Group, which is a leader in finding, mining and processing the earth’s mineral resources. Major products include aluminum, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt and talc) and iron ore. The Group’s activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa.
The Davis Polk corporate team included partner Nigel D. J. Wilson and associates Harold J.G. Brunink, Gerard H. Kelly (not yet admitted) and Chin W. Lee (not yet admitted) of the London office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Partner Gail A. Flesher and associate Heather Daly of the New York office provided environmental advice. Counsel William B. Hoffman of the Washington, D.C., office provided OFAC advice. Rachel Sterling of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Goldman, Sachs & Co., Banc of America Securities LLC, Dahlman Rose & Company LLC and Oppenheimer & Co. as underwriters on the $125 million SEC-registered initial public offering of 8,333,333 shares of common stock of Britannia Bulk Holdings Inc. (Britannia). The shares have been admitted to trading on the New York Stock Exchange.
Incorporated in the Marshall Islands, Britannia is an international provider of drybulk shipping and maritime logistic services with a leading market position in transporting drybulk commodities in and out of the Baltic region.
The Davis Polk corporate team included partner Harald Halbhuber, associates Beth Hooton Ruiz and Won Juan Kim (not yet admitted) and summer associate Livingston A. Miller of the London office and associate Andreea Stan (not yet admitted) of the New York office. Partner John D. Paton and associate Brian Radigan of the London office and Nora N. Muller of the Paris office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Paulina Vargas and summer intern Yuval Halfon of the London office were the legal assistants on the transaction.
Davis Polk & Wardwell advised J.P. Morgan Securities Ltd., Morgan Stanley & Co. International plc, BNP Paribas and Goldman Sachs International as joint global coordinators and joint book-runners for an offering of 760,295,181 ordinary shares of UBS AG, which raised gross proceeds of approximately CHF 15.7 billion (approximately $15.1 billion). The offering consisted of a rights offering to UBS AG’s existing shareholders and an offering of the shares not subscribed for in the rights offering. Both offerings comprised (i) public offerings in Switzerland, Germany, Austria, the United Kingdom, France, Italy and Lichtenstein, (ii) private placements to certain institutional investors outside the United States in reliance on Regulation S and (iii) a public offering in the United States under the US Securities Act of 1933. The new shares are traded on the EU-compatible segment of the SWX Swiss Exchange, the New York Stock Exchange and the Tokyo Stock Exchange.
UBS AG is a global firm, working with corporate, institutional and private clients. Its strategy is to concentrate on three global core businesses—wealth management, asset management and investment banking and securities trading. UBS AG also focuses on retail and corporate banking in Switzerland.
The Davis Polk corporate team included partners Jeffrey M. Oakes, Paul E. Kumleben and John Banes and associate Bradley Mitchell, all of the London office, and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice.
Davis Polk & Wardwell acted as counsel to the underwriters in establishing a WKSI shelf registration statement for Allianz SE and certain financing subsidiaries, and advised Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running lead managers on the first takedown from the shelf, consisting of an offering of $2 billion 8.375% undated subordinated callable bonds (including an over-allotment option) by Allianz SE. The securities are traded on the New York Stock Exchange.
Headquartered in Munich, Germany, Allianz is one of the leading insurers and financial services providers worldwide.
The Davis Polk corporate team included partner Jeffrey M. Oakes and associate Emiliano Tornese (not yet admitted) of the London office and associate Barbora Moring of the Frankfurt office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets, Merrill Lynch and Morgan Stanley as joint bookrunners for a group of co-managers in connection with a $2 billion SEC-registered offering of 8.50% 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 associates Victoria E. Cumings, Harold J.G. Brunink and Emiliano Tornese (not yet admitted) of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Counsel Erin K. Cho and associate Ann Becchina of the New York office provided ERISA advice. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and Banc of America Securities LLC as joint book-running managers and representatives of the underwriters on the $60 million SEC-registered secondary offering of 5,000,000 shares of common stock of Monotype Imaging Holdings, Inc.
Monotype, based in Boston, Massachusetts, is a leading provider of text imaging solutions that enable the display and printing of high quality digital text by consumer electronic devices, such as laser printers, digital copiers and mobile phones. Monotype’s library of fonts has over 9,000 typefaces, including Times New Roman, Helvetica and ITC Avant Garde.
The Davis Polk corporate team included partner Martin A. Wellington, associates Peter M. Lamb and Stephen Lindholm and legal assistants Karla K. Rogers, Jessica L. Talbot and Michael Rhodes, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice.
Davis Polk & Wardwell advised Banc of America Securities LLC, Citigroup Global Markets Inc. and Lehman Brothers Inc. as joint book-running managers on a $500 million SEC-registered offering by The Hartford Financial Services Group, Inc. of its 8.125% fixed-to-floating-rate junior subordinated debentures due 2068.
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 partners Ethan T. James and Luigi L. De Ghenghi, counsel Courtenay U. Myers, associates Nadine M. Arendt, Patricia T. Niebauer, Alexander N. MacLeod (not yet admitted) and summer associate Steven Schuh. Partner Michael Mollerus and associate Raymond J. Holst provided tax advice. Associate Natasha Sankovitch provided ERISA advice. Erica Nuber was the legal assistant for the transaction. 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 and representatives of the initial purchasers on a $1.265 billion Rule 144A offering by NetApp, Inc. of its 1.75% convertible senior notes due 2013. In connection with the offering, NetApp, Inc. also entered into convertible note hedge and warrant transactions with the initial purchasers.
NetApp, Inc. is a leading provider of storage and data management solutions.
The Davis Polk corporate team included partners Alan F. Denenberg and Mischa Travers and associates Jeffrey Gould and Christopher D. Kelley of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Partner James T. Rothwell and associate Marcel Fausten of the New York office provided equity derivatives advice. Jessica L. Talbot and Michael Nguyen of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Thomas Weisel Partners LLC as sole underwriter in connection with an SEC-registered offering by Nuance Communications, Inc. of approximately $101 million of common stock.
Based in Burlington, Massachusetts, Nuance is a leading provider of speech-based solutions for businesses and consumers worldwide.
The Davis Polk corporate team included partner Alan Dean and associates Jeff Ramsay and Kenneth Piercy. Partner Samuel Dimon and associate Nancy Chen provided tax advice. 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 advised El Paso Electric Company on its SEC-registered offering of $150 million aggregate principal amount of 7.50% senior notes due 2038. Credit Suisse Securities (USA) LLC was the sole underwriter.
El Paso Electric Company is a public utility engaged in the generation, transmission and distribution of electricity in an area of approximately 10,000 square miles in west Texas and southern New Mexico.
The Davis Polk corporate team included partners Daniel G. Kelly Jr. and Sarah K. Solum, and associates Christopher Pan and Stephen Lindholm, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office, provided tax advice. Partner Gail A. Flesher and associate Hayden Baker of the New York office provided environmental advice. Michael Nguyen and Beverly G. Walsh of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised Banc of America Securities LLC as sole book-running manager and representative for the underwriters on an SEC-registered offering by Universal Health Services, Inc. of $150 million aggregate principal amount of 7.125% notes due 2016.
UHS owns and operates acute care hospitals, behavioral health centers, surgical hospitals, ambulatory surgery centers and radiation oncology centers located in 32 states, Washington, D.C., and Puerto Rico.
The Davis Polk corporate team included partner Sarah E. Beshar and associates Mariana Boranga and Roman Ajzen (not yet admitted). The tax team included partner Mario J. Verdolini and associate Alexander B. Patterson (not yet admitted). James H. McCormick 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 offering of $1.75 billion aggregate principal amount of 5.00% senior notes due 2018. Merrill Lynch, Pierce, Fenner & Smith, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated 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 team included partner Joseph A. Hall and associates Tom C.W. Lin and Kerry Kopke (not yet admitted). Partners Avishai Shachar and Mario J. Verdolini and associates Amir C. Chenchinski and Craig A. Phillips 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 J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint book-running managers on an SEC-registered offering by Lexmark International, Inc. of $650 million aggregate principal amount of senior notes. The offering consisted of $350 million principal amount of 5.900% senior notes due 2013 and $300 million principal amount of 6.650% senior notes due 2018.
Lexmark is a leading developer, manufacturer and supplier of printing and imaging solutions for offices and homes. Its products include laser printers, inkjet printers, multifunction devices and associated supplies, services and solutions.
The Davis Polk corporate team included partner Richard A. Drucker, associates Laura I. Martínez and Chee-Kwan Kim and summer associate Livingston A. Miller, all of the New York office. The tax team included partner Michael Mollerus and associate Kevin J. Brogan of the New York office. The environmental team included counsel Loyti Cheng and associates Elisabeth Hanratty and Wendy Chong (not yet admitted) of the New York office. Partner Steven S. Weiner and associate Vishnu Reddy of the Menlo Park office provided intellectual property advice Elizabeth Rollings of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell advised PartnerRe Ltd. and PartnerRe Finance A LLC on an SEC-registered offering of $250 million aggregate principal amount of 6.875% senior notes due 2018 by PartnerRe Finance A LLC, fully and unconditionally guaranteed by PartnerRe Ltd. The offering was made through an underwriting syndicate led by Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC.
PartnerRe Ltd., a Bermudan international reinsurance group, is a leading global reinsurer, providing multi-line reinsurance to insurance companies. PartnerRe Ltd., through its wholly owned subsidiaries, also offers alternative risk products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines, life/annuity and health, and alternative risk products.
PartnerRe Finance A LLC, a Delaware limited liability company, is an indirectly wholly owned subsidiary of PartnerRe Ltd.
The Davis Polk corporate team included partners Richard J. Sandler and Ethan T. James, counsel Courtenay U. Myers and associates Sonia L.R. Garner and Yue (Mark) Li. Partner Lucy W. Farr and associates Joanna Mörk and Joshua Ruland provided tax advice. Associate Ann Becchina provided ERISA advice. Viktor Chistyakov was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Inc., Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC as joint book-running managers and representatives of the underwriters on an SEC-registered offering by Hovnanian Enterprises, Inc. of approximately $133 million of common stock.
Hovnanian Enterprises, Inc. is headquartered in Red Bank, New Jersey, and is one of the nation’s largest builders of residential homes.
The Davis Polk corporate team included partner Michael Kaplan and associates Jeff Ramsay and Ezgi Kaya (not yet admitted). Partner Gail A. Flesher provided environmental advice. Partner Harry Ballan and associate Catherine P. Tennant provided tax advice. Maxwell Sandgrund was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Limited, DEPFA BANK plc, Deutsche Bank AG, London Branch, The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc as joint lead managers in connection with a Schedule B debt offering by The Export-Import Bank of Korea of €750 million in aggregate principal amount of its 5.75% notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Kee Won Shin and Brian J. Baker of the Hong Kong office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Utendahl Capital Partners, L.P. as underwriters in connection with the initial public offering of 14,000,000 shares of common stock of Verso Paper Corp. for approximately $168 million. The shares are listed on the New York Stock Exchange under the symbol "VRS". Verso Paper Corp., an affiliate of Apollo Management, L.P., is one of North America’s leading suppliers of coated papers to catalog and magazine publishers.
The Davis Polk capital markets team included partner Michael Kaplan and associates Jeff Ramsay, Laura I. Martínez and Somnath Bhattacharyya (not yet admitted). Counsel Betty Moy Huber and associate Brianne M. Lucyk provided environmental advice. Counsel Marcie A. Goldstein advised on NASD matters. Amarilys Katy Barbosa was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC as bookrunners on an SEC-registered offering by Genworth Financial, Inc. of $600 million aggregate principal amount of 6.515% senior notes due 2018.
Genworth is a leading financial security company dedicated to providing insurance, investment and financial solutions that help meet the homeownership, life security, wealth management and retirement security needs of more than 15 million customers, with a presence in more than 25 countries.
The Davis Polk corporate team included partners Richard J. Sandler and Manuel Garciadiaz and associates Maurice Blanco, Mariana Boranga and Roman Ajzen (not yet admitted). Partner Po Sit and associate Seth H. Poloner provided tax advice. Associate Ann Becchina provided ERISA advice. James H. McCormick was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and UBS Securities LLC as underwriters of the $156.4 million SEC-registered secondary offering of 4,375,000 shares of Class A common stock of Copa Holdings, S.A. held by Continental Airlines, Inc. The common stock is listed on the New York Stock Exchange under the symbol “CPA.”
Based in Panama, Copa Holdings is a leading Latin American provider of airline passenger and cargo service through its two principal operating subsidiaries, Copa and AeroRepública.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Kenneth Piercy and Roman Ajzen (not yet admitted). Partner Po Sit and associate Catherine Paskoff Chang provided tax 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 J.P. Morgan Securities Inc. and UBS Securities LLC as joint book-running managers of a $175 million registered offering by TTM Technologies, Inc. of its 3.25% convertible senior notes due 2015. In connection with the offering, TTM Technologies also entered into note hedge and warrant transactions with affiliates of J.P. Morgan Securities Inc. and UBS Securities LLC.
TTM Technologies is a leading provider of printed circuit boards and backplane assemblies.
The Davis Polk corporate team included partners Alan F. Denenberg and Mischa Travers and associates Peter M. Lamb, Jeffrey M. Smith and Christopher D. Kelley of the Menlo Park office. Partner Michael Farber of the New York office and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Partners Witold Balaban and Linda A. Simpson and associates Yan Zhang and Marcel Fausten, all of the New York office, provided equity derivatives advice. Counsel Betty Moy Huber and associate Wendy Chong (not yet admitted) of the New York office provided environmental advice. Karla K. Rogers and Beverly G. Walsh of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell acted as counsel to the underwriters Deutsche Bank Securities Inc., Merrill Lynch & Co., Citigroup and Wachovia Securities as joint book-running managers on an offering of 50,600,000 8.05% trust preferred securities totaling US$1.265 billion (including an over-allotment option) by Deutsche Bank Contingent Capital Trust V, a Delaware statutory trust and wholly owned subsidiary of Deutsche Bank AG, guaranteed on a subordinated basis by Deutsche Bank Aktiengesellschaft.
The securities initially qualify as upper Tier 2 regulatory capital for the bank and are entitled to a cumulative dividend. On one or more occasions, Deutsche Bank AG may elect to qualify all or a percentage of the trust preferred securities as Tier 1 regulatory capital in increments of at least 10% of the liquidation preference amount or an integral multiple thereof, from which point the positions of the securities so converted will only be entitled to non-cumulative dividends. The trust preferred securities will trade on the New York Stock Exchange. Headquartered in Frankfurt am Main, Germany, Deutsche Bank is the largest bank in Germany and one of the largest financial institutions in Europe and the world measured by total assets.
The Davis Polk corporate team included partner Patrick S. Kenadjian and associate Barbora Moring of the Frankfurt office and associate Victoria E. Cumings of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Goldman, Sachs & Co and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers and representatives of the several underwriters on an SEC-registered offering by The Travelers Companies, Inc. of $500 million aggregate principal amount of 5.800% senior notes due 2018.
Based in St. Paul, Minnesota, The Travelers Companies, Inc. is a holding company principally engaged, through its subsidiaries, in providing a wide range of commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals.
The Davis Polk corporate team included partner Luigi L. De Ghenghi and associates Nadine M. Arendt, Alexander Young-Anglim and Michael J. Moldowan (not yet admitted). The tax team included partner Lucy W. Farr and associate Elyssa N. Friedland (not yet admitted). Counsel Erin K. Cho provided ERISA advice. Gwendolyn P. Ranada was the legal assistant for the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as joint book-running managers and Banc of America Securities LLC, BNY Capital Markets, LLC and Deutsche Bank Securities Inc., as bookrunners on a $1 billion registered public offering by Legg Mason, Inc. of equity units, each equity unit consisting of (i) a purchase contract to purchase shares of Legg Mason common stock and (ii) a 5% undivided beneficial ownership interest in $1,000 principal amount of Legg Mason’s 5.60% senior notes due June 30, 2021. The proceeds of this offering will be used by Legg Mason for general corporate purposes.
Legg Mason is a global asset management company that provides investment management and related services to institutional and individual clients, company-sponsored mutual funds and other investment vehicles. The company offers these products and services directly and through various financial intermediaries. Legg Mason’s business is divided into three divisions: Managed Investments; Institutional; and Wealth Management. Within each of these divisions, the company provides its services through a number of asset managers, each of which is an individual business that generally markets its products and services under its own brand name. The predecessor companies to Legg Mason Inc. trace back to Legg & Co., a Maryland-based broker-dealer formed in 1899.
The Davis Polk corporate team included partner Keith L. Kearney and associates Jane MacRae and Kenneth Piercy. The Davis Polk equity derivatives team included partners Ray Ibrahim and Mark M. Mendez and associates Alina Fulop and Derek Dostal. Partner Lucy W. Farr and associate Matthew Kohley (not yet admitted) provided tax advice. Elizabeth Rollings 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 Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers on a $500 million SEC-registered offering by The Hartford Financial Services Group, Inc. of its 6% senior notes due 2019.
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 associates Shawei T. Wang and Daying Zhang (not yet admitted), all of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice. Associate Natasha Sankovitch of the New York office provided ERISA advice. Erica Nuber of the New York office was the legal assistant for the transaction.
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 Morgan Stanley & Co. Incorporated as sole bookrunner and Credit Suisse Securities (USA) LLC as co-lead manager of concurrent registered public offerings by AirTran Holdings Inc. of 24,659,375 shares of AirTran’s common stock (including 2,346,875 shares included in the partial exercise of the over-allotment option) and $74.75 million principal amount of AirTran’s 5.50% convertible notes due 2015 (which included the full exercise of the over-allotment option). The proceeds from the offerings totaled approximately $154 million.
AirTran intends to use the net proceeds from the offerings as follows: (i) approximately $12.3 million from the notes offering to acquire government securities that will be pledged for the exclusive benefit of the holders of the notes and (ii) the remainder of the net proceeds from the notes offering and all of the net proceeds from the common stock offering collectively for general corporate purposes.
The Davis Polk corporate team included partner Keith L. Kearney and associates Jeffrey Pohlman and Kerry Kopke (not yet admitted). The Davis Polk equity derivatives team included partner John M. Brandow and associates Posit Laohaphan and Tabea Y. Hsi (not yet admitted). The environmental team included counsel Loyti Cheng and associate Brianne M. Lucyk. The tax team included partner Lucy W. Farr and associate Kevin J. Brogan. Elizabeth Rollings 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, 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
