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 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 the board of directors of Guaranty Financial Group Inc. (GFG) in connection with private placement agreements entered into with several investors to receive a capital infusion that, when added to the $38.4 million investment by TRT Financial Holdings, LLC on May 30, 2008, will result in total gross proceeds raised of approximately $600 million.
The agreements call for GFG to issue 5.54 million shares, in the aggregate, of a series of convertible perpetual cumulative preferred stock for $51.70 per share, for an aggregate purchase price of approximately $287 million. Approval by Guaranty’s stockholders is required before the conversion feature of the convertible preferred stock can be exercised. Each share of convertible preferred stock will automatically convert into 10 shares of GFG common stock after stockholder approval and necessary regulatory approvals are received. A separate agreement has also been entered into with several investors to purchase, for an aggregate purchase price of $275 million, units comprising subordinated debt to be issued by Guaranty Bank and, in the aggregate, 638,000 shares of convertible preferred stock.
Guaranty Financial Group Inc. is the second-largest publicly traded financial institution holding company headquartered in Texas and one of the 50 largest publicly traded financial institution holding companies based in the US ranked by asset size.
The Davis Polk corporate team included partner William M. Kelly and summer associate Micah G. Block of the Menlo Park office and partner Randall D. Guynn of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice.
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 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 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 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 is advising GSC Acquisition Company (GSCAC) on its $1.3 billion merger with Complete Energy Holdings, LLC. Under the terms of the transaction agreements, GSCAC is expected to issue approximately $440 million of new equity to Complete Energy’s current owners and to other holders of debt and equity of Complete Energy subsidiaries, assume approximately $627 million of net project-level debt, and retire other debt and pay transaction expenses of approximately $183 million, and a GSCAC subsidiary will also issue a $50 million mezzanine note. The transaction is subject to shareholder approval and to customary closing conditions, including regulatory approvals.
GSC Acquisition Company is a special-purpose acquisition company whose manager completed its initial public offering in June 2007 and trades on the AMEX under the ticker “ GGA.” Headquartered in Houston, Texas, Complete Energy is an independent power-generating company established in January 2004 to acquire, own and operate merchant and contracted electricity-generating facilities in key US markets.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Jeffrey Wool, Emmanuel Cohen, Phillip G. Sharp, Andrea Buti (not yet admitted), Melba Ethel Kapesa (not yet admitted) and Kerry Kopke (not yet admitted). The capital markets team includes partners Richard A. Drucker and Deanna L. Kirkpatrick and associates Jeff Ramsay and Michael Segall. The tax team includes partner William H. Weigel and associate Nancy Chen. Partner Gail A. Flesher and associates Hayden Baker and Elisabeth Hanratty are providing environmental advice. Counsel John T. Wright and associate Sam I. Valverde (not yet admitted) are providing employee benefits advice. Partner Jinsoo H. Kim and associates Norberto E. Quintana, Pheabe S. Morris and Andrea J. Gildea are providing credit advice. Counsel James P. McIntyre and associates Regina Chang, John Naughton (not yet admitted) and Alan R. Lewis are providing real estate advice. Associate Frank J. Azzopardi is providing intellectual property advice. Kara N. Johnson, Audrey T. Nelson and Bernadette M. Sullivan are the legal assistants on the transaction.
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., Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and Citigroup Global Markets Inc. as joint book-running managers of concurrent registered public offerings by CIT Group Inc. of approximately $1 billion of CIT’s common stock and approximately $600 million of CIT’s 8.75% non-cumulative perpetual convertible preferred stock. The proceeds of these offerings will be used by CIT for general corporate purposes, including, in the case of the common stock proceeds, the payment of preferred stock dividends and interest on CIT’s junior subordinated notes.
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 and Kenneth Piercy. The Davis Polk equity derivatives team included partner John M. Brandow and associates Paul Anderson, Rafal A. Nowak and Aaron Page. The tax team included partner Michael Farber and associate Alexander B. Patterson (not yet admitted). 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 Aozora Bank and a special committee of its board of directors in connection with a partial tender offer by Cerberus NCB Acquisition, L.P., Aozora Bank’s major shareholder. Cerberus acquired an additional 8% of Aozora Bank common stock for approximately $420 million and raised its ownership to approximately 45.5% of the outstanding common stock. Aozora Bank is a leading Japanese bank.
The Davis Polk corporate team included partner Eugene C. Gregor and associates Mörk Murdock and Jeremy Entwisle. Naruhito Cho and Jennifer Connelly were the legal assistants on the transaction. All members of the Davis Polk team are based in the Tokyo 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 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 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 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 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 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 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. 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 is advising Van der Moolen Holdings NV in connection with its agreement to sell certain assets related to its New York Stock Exchange specialist activities to Lehman Brothers Inc. Based in Amsterdam, Van der Moolen is an international securities trading and brokerage firm active in securities, futures, derivatives indexes and exchange-traded funds. Based in New York, Lehman Brothers is a leader in global finance.
Under the terms of the agreement, Lehman Brothers will acquire Van der Moolen’s specialist book and the majority of staff. As of December 10, Lehman Brothers will assume specialist responsibility for the operating companies on the New York Stock Exchange floor. Completion of the sale is subject to regulatory approvals and customary closing conditions.
The Davis Polk corporate team includes partner Margaret E. Tahyar and associate Siobhan Dalton of the Paris office and partner Carole Schiffman and associates Majorie White and Cherie Chen of the New York office. Partner Lanny A. Schwartz and associate Timothy J. Welsh of the New York office provided broker-dealer advice. Associate Stefan Quick is providing intellectual property advice. Partner Barbara Nims and associate Ron M. Aizen are providing employee benefits advice. Partner Michael Mollerus is providing tax advice. The legal assistant for the transaction is Matthew Cohen.
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 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 is advising Corsair Capital Partners as one of the subscribers in an issuance by NewStar Financial of $125 million of common stock in a PIPES transaction.
Based in Boston, Massachusetts, NewStar Financial is a specialized commercial finance company focused principally on meeting the complex financing needs of customers in the middle market through its corporate, commercial real estate and structured products groups.
NewStar Financial has entered into a definitive agreement with certain accredited institutional investors for the private placement of 12.5 million shares of common stock at a price per share of $10.00, representing a premium of 10.4% to the closing price on the date immediately prior to announcement. Investors in the transaction include founding shareholders Corsair Capital, Union Square Partners and Och-Ziff Capital Management, as well as outside investors Swiss Re and SAB Capital.
The transaction is structured in two tranches with an initial closing of 7.25 million shares, which represents 19.9% of the company's outstanding shares before the offering, expected on November 29, 2007, subject to customary closing conditions. Issuance of the second tranche of 5.25 million shares is subject to approval by NewStar's shareholders, which will be sought at a special meeting of stockholders to be held in January 2008. The closing of the second tranche is expected to occur within three business days following a shareholder vote in favor of the transaction, subject to customary closing conditions.
Citi acted as placement agent in this transaction.
The Davis Polk corporate team includes partner John D. Amorosi and associates Natacha Marty and Kenneth Charles Piercy. Partner Harry Ballan is providing tax advice. All members of the team are based in the New York office.
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 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 & 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 is advising Nikko Cordial Corp. in connection with the buyout of its minority shareholders by Citigroup Inc. New York-based Citigroup and Nikko Cordial entered into an agreement whereby a Citigroup holding company in Japan will acquire all the remaining minority shares of Nikko Cordial using Citigroup common shares as consideration, at a price of approximately $4.6 billion, representing the first-ever use of a triangular merger by a foreign firm since the practice became legal in Japan in May 2007.
The Davis Polk corporate team includes partner Theodore A. Paradise, associates Michael T. Dunn, Mörk Murdock, Christopher J. Kodama, Hiroshi Sugiyama, law clerk Lindsey Finch and legal specialist Shinichi Yuhara, all of the Tokyo office, and partner Phillip R. Mills of the New York office. Naruhito Cho and Jennifer Connelly are the legal assistants for the transaction.
Davis Polk & Wardwell advised ICICI Bank Limited, acting through its Bahrain branch, as issuer in connection with a Rule 144A/Regulation S offering of US$2 billion aggregate principal amount of 6.625% notes due 2012. Deutsche Bank Securities, Goldman Sachs International and Merrill Lynch International were the joint lead managers and bookrunners for the offering.
Based in Mumbai, ICICI Bank is India's largest private sector bank and India’s largest bank in terms of market capitalization. ICICI Bank has subsidiaries in the United Kingdom, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Bahrain and Qatar, and representative offices in the United States, China, United Arab Emirates, Bangladesh, South Africa, Malaysia, Thailand and Indonesia. ICICI Bank is listed on the Bombay Stock Exchange and the National Stock Exchange of India and has its ADSs listed on the New York Stock Exchange.
The Davis Polk corporate team included partner Margaret E. Tahyar, associate Karin B. Braverman and law clerk Jérémie Gallon of the Paris office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice.
Davis Polk & Wardwell advised GSC Acquisition Company on its $207 million initial public offering on the American Stock Exchange. Citi acted as sole book-running manager for the transaction, which consisted of 20,700,000 units (including full exercise of the underwriters’ over-allotment option), each unit consisting of one share of common stock and one warrant to purchase one share of common stock of GSC Acquisition Company.
GSC Acquisition Company 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 or Europe, but not limited to a particular industry.
The Davis Polk corporate team included partner Deanna L. Kirkpatrick and associates Jeff Ramsay, Luis I. Mendoza III, Adam Greene, Christopher J. Kodama (not yet admitted), Colin Sturt and Tyler W. Thorn. Partner William H. Weigel and associate Grace M. Lee provided tax advice. Lisa Garmong 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 Wachovia Capital Markets, LLC in connection with the initial public offering by Dividend Capital Strategic Global Realty Fund of $150 million of its shares of common stock. The fund is listed on the New York Stock Exchange under the symbol ‚DCW.‛
The fund is advised by Dividend Capital Investments LLC.
The Davis Polk corporate team included partner Joseph A. Hall and associates John T. Rudy and David L. Portilla. Counsel Susan Betteridge Baker provided Investment Company Act advice. Partner Mary Conway and associates Kimberly A. Champlin and Catherine Paskoff Chang provided tax advice. The NASD team included counsel Marcie A. Goldstein and legal assistant Peggy A. Petercsak. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised ICICI Bank Limited on its $4.3 billion equity offering. The offering was the largest-ever equity offering by an Indian issuer. The offering consisted of a $2.14 billion SEC-registered offering of 43,451,776 American Depositary Shares (ADSs), representing 86,903,552 equity shares in the United States and a $2.16 billion Regulation S offering in India and other jurisdictions around the world. The ADS offering and the Indian offering each have greenshoe options of $320 million.
Based in Mumbai, ICICI Bank is India’s largest private sector bank and India’s largest bank in terms of market capitalization. ICICI Bank has subsidiaries in the United Kingdom, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Bahrain and Qatar, and representative offices in the United States, China, United Arab Emirates, Bangladesh, South Africa, Malaysia, Thailand and Indonesia. ICICI Bank is listed on the Bombay Stock Exchange and the National Stock Exchange of India and has its ADSs listed on the New York Stock Exchange.
The Davis Polk corporate team included partner Margaret E. Tahyar, associate Karin B. Braverman and summer associate Marc J. Tobak of the Paris office, associate Wilfred J.A. Pereira of the London office and associate Prachi Mehta of the New York office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Vivienne M. Guiden of the Paris office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Citigroup, ING Financial Markets and Morgan Stanley as joint lead managers for a group of underwriters in connection with a $1 billion SEC-registered offering of 6.375% 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, associate Zoe J. Maddox and summer associate David A. Joffe of the London office. Counsel Marcie A. Goldstein of the New York office advised on NASD matters. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Rachel Sterling of the London office was the legal assistant on 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 6.45% Series A-4 junior subordinated debentures in an aggregate principal amount of approximately $750 million. These “hybrid” securities were structured as Moody’s Basket D securities, which provide the company with 75% equity credit.
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 product team included partner John M. Brandow and associate Paul Anderson of the equity derivatives group, and the insurance team included partner Ethan T. James, counsel Courtenay U. Myers and associates Yixin (Christine) Chen and Shawn T. Richards of the financial institutions group and summer associate Carlo M. Caponi. 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 Countrywide Financial Corporation on its offering of $4 billion aggregate principal amount of guaranteed senior convertible debentures, which consisted of $2 billion of Series A floating rate convertible senior debentures due 2037 and $2 billion of Series B floating rate convertible senior debentures due 2037. Lehman Brothers Inc., Citigroup Global Markets Inc. and Banc of America Securities LLC acted as the initial purchasers.
Headquartered in Calabasas, California, Countrywide Financial Corporation is one of America’s largest independent residential mortgage lending firms. In addition to providing prime first mortgages for single-family homes, home equity loans, commercial mortgages and subprime home mortgages, Countrywide acts as a broker-dealer of mortgage-backed securities and underwrites and sells property/casualty, health and disability insurance.
The Davis Polk team included partner Ray Ibrahim, associate Rafal A. Nowak and summer associate Carlos M. Teuscher. The tax team included partner Lucy W. Farr and associate M. Ryan LaRosa (admitted in California only). Maria Norbis 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 and Goldman, Sachs & Co. as joint bookrunners on an offering pursuant to Rule 144A and Regulation S of $500 million of 8.50% perpetual non-cumulative fixed-rate preferred stock of IndyMac Bank, F.S.B., a wholly owned subsidiary of IndyMac Bancorp, Inc.
Headquartered in Pasadena, California, IndyMac Bank is a $29 billion-asset hybrid thrift/mortgage bank, and is the 7th largest savings and loan and the 2nd largest independent mortgage lender in the nation. IndyMac Bank provides cost-efficient financing for the acquisition, development, and improvement of single-family homes, as well as other banking products to facilitate consumers’ personal financial goals.
The Davis Polk team included partners John M. Brandow and Luigi L. De Ghenghi and associates Pieter Weyts, Gloria Qiao (not yet admitted) and Joanna A. McGinley (not yet admitted) of the New York office and associate John Crawford of the Menlo Park office. Partner Samuel Dimon and associate Raymond J. Holst of the New York office provided tax advice. Erica Nuber was the legal assistant on the transaction.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole structuring adviser, bookrunner and representative of the several underwriters on an SEC-registered offering by Nationwide Financial Services, Inc. of $400 million aggregate principal amount of its 6.75% fixed-to-floating rate junior subordinated debentures. These hybrid securities were structured as Moody’s Basket D securities, which provide the company with 75% equity credit.
Based in Columbus, Ohio, Nationwide Financial Services, Inc. is a leading provider of long-term savings and retirement products in the United States, including individual annuities, private and public sector group retirement plans, other investment products sold to institutions, life insurance and investment advisory services. Nationwide Financial Services, Inc. also provides a full range of banking products and services through Nationwide Bank and mutual funds through Nationwide Funds Group.
The Davis Polk product team included partner John M. Brandow and associates Paul Anderson and Meyer C. Dworkin of the equity derivatives group, and the insurance team included partner Ethan T. James, counsel Courtenay U. Myers and associates Yixin (Christine) Chen, Shawn T. Richards and Gloria Qiao (not yet admitted) of the financial institutions group. Partner Lucy W. Farr and associate Seth H. Poloner provided tax advice. Damian Kasprzyk and Elizabeth Rollings were the legal assistants for the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities as representatives of the several underwriters in connection with an offering of $1 billion 6.625% notes due May 15, 2012, and $1 billion floating-rate notes due May 15, 2009, by GMAC LLC.
Based in Detroit, GMAC LLC is a global finance company offering financing to GM dealerships and their customers. GMAC also specializes in mortgage origination and investment, as well as insurance service contracts, commercial and personal auto insurance.
The Davis Polk corporate team included partner Richard A. Drucker and associate Arthur Einav. Partner Michael Mollerus and associate Amir C. Chenchinski provided tax advice. Lisa Garmong 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 in connection with the initial public offering by Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. of $1.275 billion of its shares of common stock. The fund is listed on the New York Stock Exchange under the symbol ‚EDD.‛
The fund is advised by Morgan Stanley Investment Management Inc.
The Davis Polk corporate team included partners Joseph A. Hall and Winthrop B. Conrad Jr. and associates Ross A. Oliver and John T. Rudy. Associate Scott Hogan provided Investment Company Act advice. Counsel Mary Conway and associate Kimberly A. Champlin provided tax advice. The NASD team included counsel Marcie A. Goldstein and legal assistant Peggy A. Petercsak. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Huntington Bancshares Incorporated on an SEC-registered offering of $250 million of 6.65% trust preferred securities by Huntington Capital III, a Delaware statutory trust and wholly owned subsidiary of Huntington Bancshares Incorporated, guaranteed on a subordinated basis by Huntington Bancshares Incorporated. The ‚hybrid‛ securities were structured as Moody’s Basket D securities, which provide Huntington Bancshares Incorporated with 75% equity credit and qualify as Tier 1 capital.
Huntington Bancshares Incorporated is a multi-state, diversified financial holding company headquartered in Columbus, Ohio. Through its subsidiaries, it provides full-service commercial and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, brokerage services, private mortgage insurance, reinsure credit life and disability insurance, and other insurance and financial products and services.
The Davis Polk corporate team included partner Luigi L. De Ghenghi, counsel Courtenay U. Myers and associates Pieter Weyts, Nadine M. Arendt and Joanna A. McGinley (not yet admitted). Erica Nuber was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk Advises ABN AMRO on Its $91 Billion Merger With Barclays
In a Separate Transaction, the Firm Is Advising ABN AMRO on the $21 Billion Sale of La Salle Bank Corporation to Bank of America
Davis Polk & Wardwell is advising ABN AMRO Holding N.V. on its proposed merger with Barclays plc. The transaction is the largest-ever in the banking industry and will create one of the world’s top five banks. Based in the Netherlands, ABN AMRO is an international bank. Based in the United Kingdom, Barclays is a financial services group with a large international presence in Europe, the United States, Africa and Asia.
According to the terms of the merger, ABN AMRO ordinary shareholders will receive 3.225 ordinary shares in Barclays for each existing ABN AMRO ordinary share, valuing the transaction at approximately $91 billion. The transaction is expected to be completed during the fourth quarter of 2007.
In a separate transaction, Davis Polk is advising ABN AMRO on the sale of La Salle Bank Corporation, ABN AMRO’s U.S. bank holding company, to Bank of America Corporation for $21 billion. La Salle is the parent of La Salle Bank, N.A., Chicago, Illinois and La Salle Bank Midwest, N.A., Troy, Michigan. The transaction represents the ninth-largest U.S. bank merger in history and is expected to close before completion of the Barclays offer.
The Davis Polk European-based corporate team advising on ABN AMRO’s proposed merger with Barclays includes partners Margaret E. Tahyar and Thomas J. Reid, associates John B. Meade, Harold J.G. Brunink, Daniel M. Shapiro and Anna Tikkanen and legal assistants Damion R. Jackson and Paulina Vargas.
The Davis Polk New York-based corporate team advising on ABN AMRO’s sale of La Salle to Bank of America includes partners William L. Taylor and William H. Aaronson and associates Michael Davis and Shih-Jern Liang (not yet admitted). Partner Barbara Nims of the New York office is providing employment advice.
Davis Polk partner Randall D. Guynn of the New York office is leading the U.S. bank regulatory team advising on both the Barclays merger and on the sale of La Salle Bank Corporation. Associates Lena V. Kiely and Cristina Diaz, both of the New York office, are providing assistance on the Barclays merger, and associates Yixin (Christine) Chen, Lena Kiely and Shawn Richards, all of the New York office, are providing assistance on the sale of La Salle Bank to Bank of America.
Partner Kathleen L. Ferrell of the New York office, partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office are providing tax advice, and partner Paul W. Bartel II of the New York office is providing antitrust advice, for both the Barclays merger and the sale of La Salle Bank. Associate Neil Weinberg of the New York office is providing tax advice on the sale of La Salle Bank.
Davis Polk & Wardwell is advising SLM Corporation, commonly known as Sallie Mae, in connection with the proposed acquisition of Sallie Mae by an investor group led by J.C. Flowers & Co. Based in Virginia, Sallie Mae is the leading provider of saving- and paying-for-college programs in the United States.
According to the terms of the transaction, the investor group will acquire Sallie Mae for approximately $25 billion or $60.00 per share of common stock. When the transaction is complete, J.C. Flowers along with private-equity firm Friedman Fleischer & Lowe will invest $4.4 billion and own 50.2% and Bank of America and JPMorgan Chase each will invest $2.2 billion and each will own 24.9%. The transaction will require the approval of Sallie Mae's stockholders, is subject to required regulatory approvals and is expected to close in late 2007.
The Davis Polk corporate team includes partners George R. Bason Jr., Jeffrey Small and Leonard Kreynin, associates Ajay B. Lele and H. Oliver Smith and legal assistant Matthew Cohen, all of the New York office. Partner Joseph P. Hadley of the New York office is providing financing advice. Partner Arthur J. Burke of the Menlo Park office is providing antitrust advice. Counsel Arthur S. Long of the New York office is providing financial institutions advice. Partner Dennis E. Glazer of the New York office is providing advice relating to litigation matters. Counsel John T. Wright of the New York office is providing employment advice.
Davis Polk & Wardwell advised Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as joint structuring advisors, book-running managers and representatives of the several underwriters on a series of SEC-registered offerings by American International Group, Inc. (AIG) of its junior subordinated debentures in an aggregate principal amount of approximately $3.77 billion. The offerings consist of a $1 billion tranche, a £750 million tranche and a €1 billion tranche. These ‚hybrid‛ securities were structured as Moody’s Basket D securities, which provide the company with 75% equity credit.
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 corporate team included partners John M. Brandow, Ethan T. James and Alan Dean of the New York office, and associates Joerg Riegel, Yixin (Christine) Chen, Meyer C. Dworkin, Michel Beshara, Gloria Qiao (not yet admitted) and Carlos E. Barrezueta (not yet admitted) of the New York office and Simona Spazzini of the London office. Partner Michael Farber and associate Seth H. Poloner of the New York office provided tax advice.
Davis Polk & Wardwell advised Citigroup Global Markets Inc. as sole structuring advisor, and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc. as joint book-running managers and representatives of the several underwriters on an SEC-registered offering by The Travelers Companies, Inc. of $1 billion aggregate principal amount of its 6.25% fixed-to-floating rate junior subordinated debentures due 2067. These ‚hybrid‛ securities were structured as Moody's Basket D securities, which provide the company with 75% equity credit.
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 partners John M. Brandow, Luigi L. De Ghenghi, Ethan T. James, Richard J. Sandler, counsel Courtenay U. Myers and associates Yixin (Christine) Chen and Kenneth C. Piercy (not yet admitted). Partner Po Sit and associate Nancy Chen provided tax advice. Joel Emans 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 Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs&& Co. and Citigroup Global Markets Inc. as joint book-running managers and representatives of the several underwriters on an SEC-registered debt shelf takedown by CIGNA Corporation of $250 million aggregate principal amount of its 5.375% senior notes due 2017 and on CIGNA’s reopening of $250 million aggregate principal amount of its 6.150% senior notes due 2036.
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 associate Gloria Qiao(not yet admitted). Partner Michael Farber and associate Raymond J. Holst provided tax advice. Partner Edmond T. FitzGerald provided ERISA 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 is advising Old Lane Partners, LP on the announced acquisition by Citi of the outstanding partnership interests of Old Lane. Old Lane is a highly-regarded manager of a global, multi-strategy hedge fund and a private equity fund with total assets under management and private equity commitments of approximately $4.5 billion. Citi is the leading global financial services company. The financial terms of the transaction are not being disclosed.
According to the definitive agreement, Citi will acquire 100% of the outstanding partnership interests in Old Lane Partners, LP and Old Lane Partners, GP, LLC. Old Lane will operate as part of Citi Alternative Investments, Citi's integrated alternative investments platform. Following completion of the transaction, Mr. Vikram Pandit will become chief executive officer of Citi Alternative Investments, a business head, and a member of Citi's Operating and Management Committees.
The Davis Polk corporate team includes partners Louis L. Goldberg and Marc O. Williams and associates Himanshu P. Singh, Florian Feder (not yet admitted) and Joanna A. McGinley (not yet admitted). Partners Avishai Shachar and Harry Ballan and associates Neil Barr and Alon Gurfinkel are providing tax advice. Partners Beverly Fanger Chase and Kyoko Takahashi Lin are providing employee benefits advice. Partners Yukako Kawata and Nora M. Jordan and associates Caroline Rebecca Adams, Scott L. Beal and Gregory S. Rowland are providing investment management advice. Associates Frank J. Azzopardi and Matthew J. Bacal are providing intellectual property advice. Samuel Lines is the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised ABN AMRO Inc., DEPFA BANK plc, J.P. Morgan Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG as underwriters of concurrent SEC-registered debt offerings of €300 million floating-rate notes due 2014 and US$600 million floating-rate notes due 2010 by The Korea Development Bank.
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
