Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as the placement agent in connection with an SEC-registered dribble-out offering by Solarfun Power Holdings Co., Ltd. of American Depositary Shares for up to an aggregate sales price of US$175 million. This offering was commenced on July 17, 2008, and terminated on August 13, 2008, during which period Solarfun issued and sold 5,421,093 ADSs with an aggregate sales price of approximately US$73.9 million.
Solarfun is a vertically integrated manufacturer of silicon ingots and photovoltaic (PV) cells and modules in China and first listed its ADSs on the Nasdaq on December 26, 2006. It produces both monocrystalline and multicrystalline silicon cells and modules, and manufactures 100% of its modules with in-house produced PV cells.
The Davis Polk corporate team included partner James C. Lin, and associates Hyun Kim and Rong Chen, all of the Hong Kong office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice.
Davis Polk & Wardwell advised Piper Jaffray & Co and Banc of America Securities LLC as joint bookrunners of an SEC-registered follow-on offering of 2,250,000 shares of common stock of CAI International, Inc.
Based in San Francisco, California, CAI International is a leading container leasing and management company.
The Davis Polk corporate team included partner Sarah K. Solum, associates Christopher Pan and Caroline J. Perry, summer associates Tyler S. Pool and Zhimin Lin and legal assistant 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.
Davis Polk & Wardwell is advising CVS Caremark Corporation on its $2.9 billion acquisition of Longs Drug Stores Corporation. Through this acquisition, CVS Caremark will acquire Longs’ 521 retail drug stores in California, Hawaii, Nevada and Arizona, as well as its Rx America subsidiary, which offers prescription benefits management (PBM) services to over 8 million members and prescription drug plan benefits to approximately 450,000 Medicare beneficiaries. The transaction is subject to review under the Hart-Scott-Rodino Act and has other customary closing conditions. It is expected to be completed in the fourth quarter of 2008.
Based in Woonsocket, Rhode Island, CVS Caremark is the largest provider of prescriptions in the nation. Based in Walnut Creek, California, Longs is one of the most recognized retail drug store chains, operating 521 retail pharmacies on the West Coast and in Hawaii.
The Davis Polk corporate team includes partners Louis L. Goldberg and John D. Amorosi and associates Ashleigh S. Kyle, Alexander N. Macleod (not yet admitted) and Robby Sen (not yet admitted). The tax team includes partner Michael Mollerus, associate Neil Weinberg and summer associate Melissa R. Middleton. Partners Barbara Nims and Edmond T. FitzGerald and associate Natasha Sankovitch are providing benefits advice. Counsel Loyti Cheng is providing environmental advice. Partner James A. Florack and associate Jason Kyrwood are providing credit advice. Lindsay M. Allen is 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 Syngenta AG on its agreement with DuPont that will broaden each company’s crop protection product portfolios and enable them to bring new products to market more efficiently. The companies will share the costs to prepare the regulatory studies for DuPont Cyazypyr™, a new broad spectrum insecticide, leading to expanded global registrations and commercialization opportunities for both companies. Cyazypyr™ is complementary to the DuPont Rynaxypyr® insect control product that Syngenta is developing in mixtures with its own leading insect-control products. Under the agreement, Syngenta will also grant DuPont access to mesotrione, the active ingredient in Callisto®. DuPont will develop mixtures with their proprietary herbicides for use on corn and sugarcane. The financial terms of the transaction were not disclosed.
Based in Switzerland, Syngenta is a world-leading agribusiness committed to sustainable agriculture through innovative research and technology. Based in Wilmington, Delaware, DuPont is a science-based products and services company offering a wide range of innovative products and services for markets including agriculture and food, building and construction, communications and transportation.
The Davis Polk corporate team includes partner Leonard Kreynin and partner Frank J. Azzopardi, who is providing intellectual property advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell was today named a “2008 Best Law Firm for Women” by Working Mother magazine and Flex-Time Lawyers LLC. The annual honor recognizes law firms whose policies take into account the issues that are most important to the retention and promotion of female lawyers.
Davis Polk was selected based on its initiatives in a number of areas, including family-friendly benefits, flexibility, leadership, compensation, and advancement and retention of women.
“Today nearly half of law school graduates are women. Law firms need to make a fundamental shift in their policies by instituting female- and family-friendly benefits as Davis Polk has done,” said Carol Evans, CEO, Working Mother Media. “We hope that by recognizing Davis Polk, who has already moved the needle, a paradigm shift will follow.”
“We hope other law firms will take notice of Davis Polk’s commitment to change, and competition will drive more creative ways to enhance work/life balance and improve the status of women in the profession,” said Deborah Epstein Henry, Founder and President, Flex-Time Lawyers LLC. Flex-Time Lawyers is a national consulting firm advising attorneys and legal employers on work/life balance.
Davis Polk is a long-time leader among major US firms in hiring and promoting women. In 1971, Davis Polk became one of the first Wall Street firms to elect a woman partner. Today, it is recognized as one of the most female-friendly firms in The Am Law 100, and its women lawyers lead numerous practice groups and committees throughout the firm.
Davis Polk was one of the first large firms to establish part-time and flextime policies for all lawyers. The policies are structured to meet the ever-changing needs of individual lawyers and the departments in which they work. At any given time, dozens of Davis Polk lawyers, including partners, are working on a reduced or flextime schedule at the firm.
“We are very pleased to be recognized for our successful efforts in creating a workplace that accommodates the needs of women and families,” said Davis Polk partner Carey Dunne, a member of the firm’s management committee. “As a firm, we continually strive to identify and establish practices that enable all of our lawyers to balance their careers with family responsibilities and other personal interests. As a result, Davis Polk offers wide-ranging flexibility in career paths and work arrangements, while maintaining the unsurpassed level of service and excellence that we have always committed to our clients.”
Davis Polk’s workplace initiatives are developed in conjunction with DPWomen, one of six affinity groups geared toward enhancing the firm’s culture. DPWomen meets regularly to discuss the interests and concerns that women have at the firm and within the legal profession in general, including such topics as work/life balance, mentoring and career development. DPWomen recently hosted a panel discussion on flextime working arrangements, which was sponsored by the National Association of Woman Lawyers (NAWL).
To be eligible for consideration by Working Mother magazine and Flex-Time Lawyers LLC, firms with at least 50 lawyers had to answer detailed questions regarding workplace benefits and professional development policies. Davis Polk is profiled in the August/September 2008 issue of Working Mother and at www.workingmother.com. More information regarding women’s initiatives at Davis Polk can be found at: http://www.dpw.com/careers/women.htm.
Davis Polk & Wardwell is advising Goldman Sachs on the sale of its holding of foreign-currency-denominated bonds in SpiceJet Limited, an Indian company listed on the Bombay Stock Exchange, to purchasers affiliated with Wilbur L. Ross Jr. In addition, Goldman Sachs is subscribing for SpiceJet warrants. The financial terms of the transaction were not disclosed.
Based in New Delhi, SpiceJet is the second-largest low-cost airline in India. Started in May 2005, SpiceJet was earlier known as Royal Airways, a reincarnation of ModiLuft. Its promoters include Ajay Singh, Sanjay Malhotra and the Kansagra family.
The Davis Polk corporate team includes partner Kirtee Kapoor, associates Zhan Chen, Shaoyun (Anna) Xu, Alan Fu and foreign temporary associate Hao Bian (not yet admitted). All members of the Davis Polk team are based in the Hong Kong office.
Davis Polk & Wardwell advised Roper Industries, Inc. on its SEC-registered debt offering of $500 million aggregate principal amount of 6.625% senior notes due 2013. The offering was made through an underwriting syndicate led by Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC.
Roper Industries provides engineered products and solutions for global niche markets, including water, energy, radio frequency and research/medical applications.
The Davis Polk corporate team included partner Bruce K. Dallas and associates Jeffrey Gould, Sarvenaz Madi and Kenneth Hwang. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. All members of the Davis Polk team work in the Menlo Park office other than counsel William B. Hoffman of the Washington, D.C., office, who provided OFAC advice, and associate Rachel J. Strum of the New York office who provided Investment Company Act advice.
Davis Polk & Wardwell is advising Comcast Corporation on its acquisition of DailyCandy, Inc., an e-mail fashion and culture newsletter and website aimed at women. Comcast is purchasing DailyCandy from, among others, investment firm Pilot Group LLC. DailyCandy will become part of Comcast's Interactive Media division, which also houses other Comcast Internet properties, including the Fancast online video site and movie-information sites Fandango and Movies.com. The terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner William H. Aaronson and associates Jeffrey M. Glasheen and Brian Rooder. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Partner Kyoko Takahashi Lin and associate John A.B. O'Callaghan (not yet admitted) are providing benefits advice. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Counsel James P. McIntyre and associates Regina Chang and Jonathan H. Pacheco are providing real estate advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Partner Arthur J. Burke and associate Stephen M. Pepper are providing antitrust advice. Except as indicated above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Bertelsmann AG on the sale of its 50% interest in Sony BMG to Sony. The music company, to be called Sony Music Entertainment Inc., will become a wholly owned subsidiary of Sony Corporation of America. The transaction is subject to a number of conditions, including approvals of regulatory authorities in certain jurisdictions. The financial terms of the transaction were not disclosed.
As part of the transaction, the parties have also agreed to continue to share the company's manufacturing and distribution requirements between Sony DADC, Sony's manufacturing subsidiary, and Arvato Digital Services GmbH (Arvato), Bertelsmann's services company, by extending the agreements with Arvato for additional terms of up to six years. In addition, Bertelsmann will be taking over selected European music catalog assets from Sony BMG.
Sony BMG is a global recorded music joint venture created by Sony and Bertelsmann in 2004. Bertelsmann is an international media company, encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner & Jahr), music (BMG), media services (Arvato) and media clubs (Direct Group) in more than 50 countries. Sony is a leading manufacturer of audio, video, game, communications, key device and information technology products for the consumer and professional markets.
The Davis Polk corporate team includes partners Christopher Mayer and Michael Davis, associates Emmanuel Cohen and Wendy M. Phillips and foreign temporary associate Karen Christina Pelzer (admitted in Frankfurt). Partner Frank J. Azzopardi and associates Drew Glover and Matthew J. Bacal are providing intellectual property advice. The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Laura Lea Bryant and Joshua Cho are the legal assistants on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as initial purchasers on the Rule 144A and Regulation S offering of $664.5 million aggregate principal amount of Ralcorp Holdings, Inc.’s senior fixed- and floating-rate notes and in the related debt-for-debt exchange.
The notes were initially issued by a subsidiary of Kraft in connection with the merger of its Post cereals business into Ralcorp, in a Reverse Morris Trust transaction, and were then transferred by Kraft to Deutsche Bank and J.P. Morgan in exchange for Kraft debt held by them, which Kraft then retired. Ralcorp assumed all obligations under the notes as consideration in the merger.
Ralcorp is a manufacturer of store brand (private label) food products in the grocery, mass merchandise, drug and foodservice channels. The Post cereals business is the third-largest seller of ready-to-eat cereals in the United States.
The corporate team included partner Michael Kaplan, associates Michael Segall and Fiona Watson D'Souza and summer associate Adam J. Gelardi. Partner Harry Ballan and associate Neil Weinberg provided tax advice. The environmental team included counsel Betty Moy Huber and associates Heather Daly and Wendy Chong (not yet admitted). 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 is advising Metalmark Capital LLC and Greenhill Capital Partners on their $305 million acquisition of BreitBurn Energy Partners LP from Provident Energy Trust. The acquisition consists of $295 million in cash and a $10 million note. The size of the stake acquired was not disclosed.
Metalmark Capital is a New York-based principal investment firm specializing in all stages of development in middle market businesses. Greenhill Capital is a New York-based private investment firm specializing in investments in buyouts, recapitalizations and growth capital financings in middle market companies. BreitBurn Energy is a Los Angeles, California-based independent oil and gas limited partnership, focused on the acquisition, exploitation and development of oil and gas properties for the purpose of generating cash flow to achieve its goal of providing stable and growing cash distributions to unitholders. Provident Energy is a Calgary, Canada-based open-end investment trust.
The Davis Polk corporate team includes partner John A. Bick, associates Paul Denley Hodgdon, Brian Rooder and David M. Hutchins and summer associate Gerald M. Moody. The tax team includes partner Mary Conway and associate Craig A. Phillips. Partner Gail A. Flesher, counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Partner Jean M. McLoughlin and associate Sonal Jain are providing employee benefits advice. Counsel James P. McIntyre and associate Alan R. Lewis are providing real estate advice. Partner Lawrence E. Wieman and associates Carson T. Stewart, Vivian Y. Wong and Jeffrey Meriggi (not yet admitted) are providing credit advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Oracle Corporation on its acquisition of Global Knowledge Software (GKS), a division of Global Knowledge Inc., a portfolio company of Welsh, Carson, Anderson & Stowe. Oracle is the world's largest enterprise software company. GKS is based in King of Prussia, Pennsylvania, and is a leading provider of self-service training automation software. The financial terms of the transaction were not disclosed. The transaction is subject to regulatory approval and is expected to close during the third quarter of 2008.
The Davis Polk corporate team includes partner William M. Kelly and associates Sam Kelso, Sarvenaz Madi and Colin Sturt. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice. Counsel Cynthia Akard is providing employment advice. All members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell is advising Nautilus Hyosung on its acquisition of Triton Systems of Delaware, Inc. from Dover Corporation. The financial terms of the transaction were not disclosed. The transaction is subject to regulatory approval and is expected to close during the third quarter of 2008.
Nautilus Hyosung, a subsidiary of South Korea-based Hyosung Corporation, is a global manufacturer of complete ATM solutions, including hardware, software and services to the entire ATM market. Triton Systems of Delaware is a global provider of ATMs. The Dover Corporation is a global portfolio of manufacturing companies.
The Davis Polk corporate team includes partner Leonard Kreynin of the New York office, partner Kirtee Kapoor of the Hong Kong office, associates Terrence R. O'Donnell (not yet admitted) and Samuel O. Ollunga (not yet admitted) of the New York office, associates Hyun Kim and Meng Lai of the Hong Kong office and summer associate Jason Vitullo of the New York office. Partner Paul W. Bartel II and associate Stephen M. Pepper of the New York office are providing antitrust advice. The tax team includes partner Neil Barr and associate Gregory T. Hannibal of the New York office. Partner Frank J. Azzopardi and associates Joshua M. Kaplan and Stefan Quick of the New York office are providing intellectual property advice. Partner Gail A. Flesher and associate Hayden Baker of the New York office are providing environmental advice. Partner Jean M. McLoughlin and associate John A.B. O'Callaghan (not yet admitted) of the New York office are providing employee benefits advice.
Davis Polk & Wardwell is advising Morgan Stanley and Goldman Sachs as financial advisers to KKR & Co. L.P. (KKR) in connection with its acquisition of all of the assets, and assumption of all of the liabilities, of KKR Private Equity Investors, L.P. (KPE), and, in conjunction therewith, KKR's public listing on the New York Stock Exchange under the symbol KKR. Under the terms of the agreement, which has been unanimously approved by the board of directors of KPE’s general partner, KPE unitholders and related depositary units would receive equity interests in KKR, after which KPE would be dissolved and delisted from Euronext Amsterdam. Upon completion of the transaction, those interests would constitute 21% of the equity in the combined business. The remaining 79% would be retained by KKR executives. In addition, KPE unitholders would receive a contingent value interest providing consideration of up to an additional 6% of the equity in the combined company as of the completion of the transaction to the extent that KKR units trade below a specified threshold, tied to KPE's June 30, 2008, net asset value, three years after completion of the transaction. The transaction is subject to approval by KPE unitholders holding a majority of KPE's common units (excluding for such purpose units whose vote is controlled by KKR and its affiliates) and other customary closing conditions.
The Davis Polk corporate team includes partners Richard D. Truesdell Jr. and John K. Knight of the New York office.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC and UBS Securities LLC as representatives of the underwriters on a $500 million initial public offering of 30,300,000 shares of common stock of GT Solar International, Inc. (GT Solar). GT Solar’s common stock is traded on the Nasdaq Global Select Market under the symbol “SOLR.”
GT Solar is a leading global provider of specialized manufacturing equipment and services essential for the production of photovoltaic (PV) wafers, cells and modules and polysilicon. PV systems are used in industrial, commercial and residential applications to convert sunlight directly into electricity.
The Davis Polk team included partner Alan F. Denenberg of the Menlo Park office and associates Jeffrey Pohlman, Jane Lindabury and Roman Ajzen (not yet admitted) of the New York office and summer associate Liang Dong of the Hong Kong office. Partner Rachel D. Kleinberg of the Menlo Park office and associate Alexander B. Patterson (not yet admitted) of the New York office provided tax advice. Counsel Marcie A. Goldstein of the New York office provided FINRA advice. Maxwell Sandgrund of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell is serving as lead counsel to Frontier Airlines Holdings Inc. in securing a $75 million DIP financing commitment from Washington, DC private equity firm Perseus LLC, as part of its Chapter 11 reorganization. Perseus would also serve as equity sponsor for Frontier's plan of reorganization, allowing Perseus to purchase 79.9% of the equity in the reorganized company for $100 million. The DIP facility and plan sponsorship are subject to bankruptcy court approval and various other conditions.
Frontier operates jet service carriers linking its Denver hub to 46 cities coast-to-coast, 8 cities in Mexico and 1 city in Canada. Frontier Holdings and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the US Bankruptcy Code on April 10, 2008, in the Southern District of New York. On July 25, Frontier filed motions with the Bankruptcy Court for the Southern District of New York seeking approval of the proposed DIP financing and plan sponsorship proposal. Under the terms of the proposed DIP credit facility, Frontier will be able to access a $40 million first tranche immediately upon court approval and $35 million when the plan sponsorship agreement and final DIP order are approved at a later date.
The Davis Polk corporate team includes partners Juliet Cain, Marshall S. Huebner and Nancy L. Sanborn, counsel Timothy Graulich, associates Karla Booth, Jason Kyrwood, Hugh McCullough, Damian S. Schaible, H. Oliver Smith, Hilary Dengel, Pheabe S. Morris, Carson T. Stewart, Eli James Vonnegut, Alexander Young-Anglim, and summer associate Marissa A.L. Jackson. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental law advice. Partner Kathleen L. Ferrell and associates Joshua Ruland and Ari Weinstein are providing tax advice. Partner Jean M. McLoughlin, counsel George R. Ince Jr. and associate Ada Dekhtyar Karczmer are providing employment law advice. Alfonso Silva is the legal assistant on the deal. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell served as US counsel to the Swedish government and Vin & Sprit (V&S) in connection with the $455 million sale of the 10% interest in Beam Global Wines and Spirits (BGWS) held by V&S to Fortune Brands, the owner of the remaining 90% interest in BGWS.
V&S is an international producer and distributor of alcoholic beverages such as the Absolut Vodka brand. Deerfield, Illinois-based BGWS is a premium spirits company and maker of the #1 selling bourbon worldwide, Jim Beam. Fortune Brands is a leading consumer products company headquartered in Deerfield, Illinois.
The Davis Polk corporate team included partner Phillip R. Mills and associate Ashleigh S. Kyle. Partner Ronan P. Harty and associate Ian R. Rooney provided antitrust advice. Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. The tax team included partner Kathleen L. Ferrell and associate Joanna Mork. Partners Arthur F. Golden and Joel M. Cohen and associate Edward N. Moss provided litigation advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Tailwind Capital Partners as a provider of equity financing in connection with the approximately $670 million sale by Sprint Nextel of approximately 3,300 wireless communication towers to TowerCo. Soros Strategic Partners II LP, Stone Tower Equity Partners and Vulcan Capital were also sponsors providing equity financing for the transaction. The specific number of towers and the final purchase price will be determined at closing. The transaction is subject to customary closing conditions and is expected to close in 90 days.
Based in Overland Park, Kansas, Sprint Nextel is a wireless telecommunications service provider. Cary, North Carolina-based TowerCo is a wireless communications towers company.
The Davis Polk corporate team includes partner John A. Bick and associates Vijay J. Shroff, Cherie Chen and Drew Glover. The tax team includes partners Kathleen L. Ferrell and Neil Barr. Janine Samuel is the legal assistant on the transaction.
Davis Polk & Wardwell advised Citibank Global Markets Inc., J.P. Morgan Securities Inc., Barclays Capital Inc. and BNP Paribas Securities Corp. as joint bookrunners and representatives of the underwriters on an SEC-registered offering by CRH America, Inc. of $650 million 8.125% notes due 2018. The notes are guaranteed by CRH plc.
Based in the Republic of Ireland, CRH plc is the parent company for an international group of companies, including CRH America, Inc., engaged in the manufacture and supply of a wide range of building materials and in the operation of builders’ merchanting and “Do-It-Yourself” stores.
The Davis Polk corporate team included partner Nigel D. J. Wilson, associate Bradley Mitchell and summer associate Charles Shioleno of the London office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell is advising Roche on its approximately $44 billion offer to acquire all of the outstanding publicly held shares in Genentech. Roche acquired a majority of Genentech in 1990 and currently owns 55.9% of all outstanding shares.
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. San Francisco, California-headquartered Genentech is a leading biotechnology company.
The Davis Polk corporate team includes partners Arthur F. Golden, Christopher Mayer and John H. Butler, associates Sophia Hudson and William J. Chudd and summer associates Brett Daniel Fieldston and Gina Cora, all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Jane M. Morril (not yet admitted), all of the New York office, are providing litigation advice. Partner Ronan P. Harty of the New York office is providing antitrust advice. Partner Michael Mollerus of the New York office is providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office are providing employment advice. Counsel Margaret M. Ayres of the Washington, DC, office is providing regulatory advice.
Davis Polk & Wardwell is advising Roche on its $125 million acquisition of Mirus Bio Corporation. The transaction is subject to customary closing conditions and is expected to close during the second half of 2008
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. Mirus Bio is a privately owned Madison, Wisconsin-based company that focuses on the discovery and development of innovative nucleic acid-based technologies, including a proprietary RNAi (Ribonucleic Acid interference) delivery platform.
The Davis Polk corporate team includes partner Marc O. Williams, associates James E. Elworth and Christopher L. Beals (not yet admitted) and foreign temporary associate David Raudkivi (not yet admitted), all of the New York office. Partner Steven S. Weiner and associates Stefan Quick and Joshua M. Kaplan, all of the New York office, and associates Vishnu Reddy and Emma Maconick of the Menlo Park office, are providing intellectual property advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office, and summer associate Joanna Geneve of the London office, are providing employment advice. The tax team includes partner Michael Mollerus and associate Christine E. Graham (not yet admitted) of the New York office. Partner Gail A. Flesher and associate Brianne M. Lucyk of the New York office are providing environmental advice. Partner Joel M. Cohen and associate Edward N. Moss of the New York office are providing antitrust advice
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Cleveland-Cliffs on its $10 billion acquisition of Alpha Natural Resources. Under the terms of the agreement, Alpha stockholders will receive 0.95 Cleveland-Cliffs common shares and $22.23 in cash for each share of Alpha stock. The combined company will be renamed Cliffs Natural Resources. The transaction, which is expected to close by the end of 2008, is subject to shareholder approval, customary closing conditions and regulatory approvals.
Based in Cleveland, Ohio, Cleveland-Cliffs is an international mining company, the largest producer of iron ore pellets in North America and a major supplier of metallurgical coal to the global steelmaking industry. Abingdon, Virginia-based Alpha Natural Resources is a leading supplier of high-quality Appalachian coal to the steel industry, electric utilities and other industries.
The Davis Polk corporate team includes partner George R. Bason Jr. and associate William J. Chudd, both of the New York office.
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 MicroCredit Enterprises (MCE) on its $10.2 million line of credit and term loan facility with First Republic Bank, a division of Merrill Lynch Bank & Trust Co., FSB. The facility will be used by MCE to provide loans to overseas microfinance institutions which, in turn, will provide small business loans to poor entrepreneurs in developing countries.
Headquartered in Sacramento, California, MCE is a non-profit public charity committed to reducing poverty by mobilizing private investment capital to finance micro-businesses of poor families throughout the developing world. Davis Polk represented MCE on a pro bono basis.
The Davis Polk corporate team included partner Julia K. Cowles and associate Vincent T. Cannon, both of the Menlo Park office. Partner Peter S.W. Levin and associates Jason Kyrwood and Norberto E. Quintana, all of the New York office, provided credit advice.
Davis Polk & Wardwell is advising Bertelsmann in connection with its sale of Direct Group North America to an affiliate of The Najafi Companies, LLC. The financial terms between the parties, both privately held, were not disclosed.
Direct Group North America is one of the largest direct marketers of books, DVDs and recorded music in the US and Canada. Its many well-known consumer brands, such as “Book-of-the-Month Club” and “Columbia House,” serve millions of members through their club catalogs and online. Bertelsmann is an international media company, encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner & Jahr), music (BMG), media services (Arvato) and media clubs (Direct Group) in more than 50 countries. The Najafi Companies is a private investment firm based in Phoenix, Arizona.
The Davis Polk corporate team includes partner Christopher Mayer, associates David L. Portilla and Andreea Stan (not yet admitted) and foreign temporary associate Karen C. Pelzer (admitted in Frankfurt only). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin, counsel John T. Wright and associate Ron M. Aizen are providing benefits advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Counsel James P. McIntyre and associate Jonathan H. Pacheco are providing real estate advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Joshua Cho is the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
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 is advising COFCO Limited, China’s largest national agricultural trading and processing company, in connection with its acquisition of 7,000,000 shares, or 4.95% of Smithfield’s common stock at a purchase price per share equal to the closing price of Smithfield’s common stock on the pricing date for a proposed offering of convertible senior notes by Smithfield. With sales of $11 billion, Smithfield is a leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs.
In connection with the acquisition, Smithfield has agreed to nominate Mr. Gaoning Ning, chairman of COFCO, for election as a director at its 2008 annual shareholders’ meeting. COFCO’s investment in Smithfield is passive in nature and the purchase agreement contains standstill provisions.
The initial 3.1 million of shares is expected to be delivered following the offering of Smithfield’s convertible senior notes. Settlement on the remainder of the shares will be subject to completion of Hart-Scott-Rodino antitrust review.
The Davis Polk corporate team includes partners Jeffrey Small and John M. Brandow of the New York office, Show-Mao Chen and Howard Zhang of the Beijing office, and partner Kirtee Kapoor, associates Shaoyun (Anna) Xu and Li Han of the Hong Kong office, and summer associate Adam J. Ross of the New York office. Partner Po Sit and associate Neil Weinberg of the New York office are providing tax advice. Partner Joel M. Cohen and associate Stephen M. Pepper of the New York office are providing HSR advice. Partner Randall D. Guynn of the New York office and counsel Margaret M. Ayres of the Washington, DC, office are providing regulatory advice. Ka Ying (Candice) Ng of the Hong Kong office is the legal assistant 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 today announced that Frank J. Azzopardi, Neil Barr, Maurice Blanco, Mark J. Lehmkuhler, Jeffrey R. O’Brien and Paula A. Ryan have been elected partners of the firm effective July 1, 2008. Davis Polk now has 168 partners in its offices in New York, Menlo Park, Washington, D.C., London, Paris, Frankfurt, Madrid, Hong Kong, Beijing and Tokyo.
Mr. Azzopardi is a corporate lawyer with extensive transactional experience in overseeing intellectual property, technology and media related issues arising from corporate transactions, such as mergers, asset sales, reorganizations, spinoffs, licensing and supply arrangements, joint ventures, collaborations and rights agreements. His experience includes advising entertainment and media, information technology, biotechnology, investment banking, private equity and other clients on a variety of matters. Mr. Azzopardi also has extensive litigation experience involving intellectual property disputes, especially in the area of trademarks and passing off. He has provided advice to Comcast, Texas Instruments, Bertelsmann, Morgan Stanley, Roche, Syngenta and Emerson, among others.
Mr. Barr is a tax lawyer advising clients on federal income tax matters, including mergers, acquisitions, spinoffs, splitoffs, private equity investments and financial products. In addition, he has advised clients in connection with various tax controversy matters. He recently has advised Comcast in connection with its pending investment in the WiMax joint venture between Clearwire and Sprint, as well as in connection with its acquisition and disposition of various cable properties; AIG in connection with the leveraged buyout of Kinder Morgan; Marsh & McLennan in connection with the sale of Putnam Investments; and Old Lane in connection with its acquisition by Citigroup. He recently was listed as a leading tax lawyer in Chambers USA – America’s Leading Lawyers for Business 2008.
Mr. Blanco is a corporate lawyer concentrating on capital markets transactions, and is a member of the firm’s Latin America and Spain Practice Group. He has worked on public and private debt and equity offerings, exchange offers and debt restructurings by U.S. and non-U.S. issuers in a variety of industries. He recently advised on the initial public offering (one of the largest ever in Latin America) of BM&F (the Brazilian futures exchange); the initial public offerings of Western Refining, Virtual Radiologic Corporation and Megacable; high-yield debt offerings by Independência and Neenah Foundry; and follow-on equity offerings by Copa Airlines and Anhanguera.
Mr. Lehmkuhler is a corporate lawyer who has worked in the firm’s Hong Kong and Tokyo offices since 1997. His work focuses on mergers and acquisitions transactions, including private equity portfolio investments, leveraged buyouts, tender offers, and cross-border joint ventures and strategic alliances throughout Asia. He has advised a number of institutional clients in connection with the formation of Asia-focused private equity funds and other investment vehicles. He also has significant experience in Asian high-yield bond financings and other capital markets transactions.
Mr. O’Brien is a corporate lawyer in the London office, advising on mergers and acquisitions, capital markets and credit transactions, and corporate governance matters. Among his recent M&A transactions, he has advised bidders in connection with several public and private company auctions; Royal Caribbean on its acquisition of Pullmantur; Morgan Stanley on the sale of its aircraft leasing business to Terra Firma; Julius Baer on its acquisition of three private banks and an asset manager from UBS; and Novo Nordisk on several strategic transactions. Among his recent capital markets transactions, he has advised Codere on three high-yield bond offerings and its IPO; Cairn India on an equity private placement; BBVA on its benchmark Rule 144A/Regulation S covered bond offering; Julius Baer on an underwritten rights offering; and the issuers or underwriters in connection with several initial public offerings in Spain.
Ms. Ryan is a trusts and estates lawyer, focusing on multigenerational estate planning for high net worth individuals. She has extensive experience advising individuals and financial institutions in connection with the administration of complex estates and trusts, including in tax planning, tax controversies and addressing the concerns of beneficiaries. She also counsels individuals in connection with a broad range of personal and financial matters, including charitable giving, the creation and operation of private foundations, the disposition of collectibles and various family matters.
Davis Polk & Wardwell is advising Photon Dynamics, Inc. in connection with its proposed $290 million acquisition by Orbotech Ltd. Based in San Jose, California, Photon Dynamics is a provider of flat panel display test and repair systems. Headquartered in Yavne, Israel, Orbotech designs, manufactures and markets automated inspection equipment for printed circuit boards and flat panel displays.
Under the terms of the merger agreement, Photon Dynamics shareholders will receive $15.60 in cash for each Photon Dynamics share, valuing the transaction at approximately $290 million. The transaction is expected to close during the second half of 2008 and is subject to customary closing conditions, including approval by Photon Dynamics’ shareholders and regulatory clearances.
The Davis Polk corporate team includes partners William M. Kelly and Mischa Travers, associates Peter M. Lamb, Kenneth Hwang and Stephen Lindholm and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Counsel Cynthia Akard of the Menlo Park office is providing employee benefits advice. Partner Steven S. Weiner and associate Emma Maconick of the Menlo Park office are providing intellectual property advice. Counsel Margaret M. Ayres and associate Bethany K. Hipp of the Washington, D.C., office are providing regulatory advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office are the legal assistants for 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 is advising Cadence Design Systems, Inc. in connection with its proposal to acquire Mentor Graphics Corporation for $16 per share in cash. Based in San Jose, California, Cadence Design Systems enables global electronic-design innovation and plays an essential role in the creation of today's integrated circuits and electronics. Mentor Graphics is based in Wilsonville, Oregon.
The Davis Polk corporate team includes partners Francis S. Currie and Martin A. Wellington of the Menlo Park office, partner Leonard Kreynin of the New York office, associates Zachary Patton, Jeffrey M. Smith and Stephen Lindholm of the Menlo Park office, and summer associate David Zelkind of the Menlo Park office. The regulatory team includes partners Arthur J. Burke, Christopher B. Hockett, associates Rajat Soni and Nathan Lipscomb and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office, are providing tax advice. Partner Jean M. McLoughlin of the New York office and counsel Cynthia Akard of the Menlo Park office are providing employee benefits advice.
Davis Polk & Wardwell is advising DLJ Merchant Banking Partners on its €4.30 per share, or a maximum of €290.8 million, offer to buy Guala Closures SpA. Italian bank Intesa Sanpaolo will take a 20% stake in GCL Holdings Sarl, the vehicle company set up for the offering, by the start of the acceptance period.
Italian Guala Closures is among the worldwide leaders in the production of non-refillable closures for spirits, beverages and edible oil. DLJ Merchant Banking Partners is a private equity investment affiliate of Credit Suisse.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Scott D. Mitnick, Stevan R.B. Nicholas and Vijay J. Shroff of the New York office. The tax team includes partner Mary Conway and associates Joanna Mork and Catherine Paskoff Chang of the New York office, and partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office.
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 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 VF Corporation on its acquisition of one-third of the capital stock of Mo Industries Holding, Inc. The agreement provides a mechanism whereby VF may acquire the balance of the capital stock in the early part of 2009. The financial terms of the transaction were not disclosed.
VF Corporation is a Greensboro, North Carolina-based global leader in lifestyle apparel with a diverse portfolio of jeanswear, outdoor, imagewear, sportswear and contemporary apparel brands. Its principal brands include Wrangler, Lee, Riders, The North Face, Vans, Reef, Eagle Creek, Eastpak, JanSport, Napapijri, Nautica, Kipling, John Varvatos, 7 For All Mankind, lucy, Majestic and Red Kap. Mo Industries is the Los Angeles-based owner of the Splendid and Ella Moss women's contemporary sportswear brands.
The Davis Polk corporate team included partner George R. Bason Jr. and associate Scott D. Mitnick of the New York office, and partner Julia K. Cowles and associates Robert J. Maynes and Vincent T. Cannon of the Menlo Park office. Associate Stephen M. Pepper of the New York office provided antitrust advice. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Counsel Cynthia Akard of the Menlo Park office provided benefits advice.
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 Tekni-Plex, Inc. on an out-of-court restructuring of its balance sheet, pursuant to which over $300 million of its 12.75% senior subordinated notes due 2010 were exchanged for common stock, the company’s preferred stock was exchanged for three series of warrants and the company’s existing common stock was repurchased by the company. Davis Polk also advised Tekni-Plex on an upsizing of its credit facility to $110 million.
Tekni-Plex is a global, diversified manufacturer of packaging, packaging products and materials, as well as tubing products. The company primarily serves the food, health care and consumer markets. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada.
The Davis Polk team included partners Lawrence E. Wieman, Marshall S. Huebner and Michael Kaplan, and associates Jean Weng, Brian M. Resnick, Hugh McCullough, Joanna A. McGinley, Florian Feder, Alexander N. Macleod (not yet admitted) and Hilary Dengel (not yet admitted). Additionally, partner Gail A. Flesher and associate Brianne M. Lucyk provided environmental advice, partner Kathleen L. Ferrell and associate Joshua Ruland provided tax advice, associate Ada Dekhtyar provided executive compensation and employee benefits advice and counsel Susan D. Kennedy provided real estate advice. All members of the Davis Polk team are based in the New York office.
Today the Court of Appeals for the Second Circuit issued a decision affirming District and Bankruptcy Court decisions granting a petition by the board of directors of Telecom Argentina under former Section 304 of the Bankruptcy Code. In the face of a national economic crisis in Argentina, Telecom Argentina had commenced reorganization of its US$3.3 billion of unsecured financial debt, some of which was registered in the US. Telecom Argentina ultimately filed an acuerdo preventivo extrajudicial, or APE, insolvency proceeding in Argentina that resulted in approval of a reorganization plan that addressed all of its unsecured financial debt and was approved by most of its holders. However, one holder contended that it was entitled to payment in full of debt registered in the US. Telecom Argentina commenced a proceeding under Section 304 seeking enforcement in the US of its APE plan. Recognition of the plan was granted after a trial in the Bankruptcy Court. The Bankruptcy Court's decision that the APE proceeding was fair and entitled to recognition as a matter of comity was affirmed by the District Court, and ultimately by the Second Circuit. The Second Circuit firmly rejected the claim that the US Trust Indenture Act requires payment in full to holders of debt registered in the US.
Telecom Argentina is the fixed-line operator of local and long-distance services in northern and southern Argentina.
The Davis Polk litigation team, for both the trial and the appeal, included partner Karen E. Wagner and associate Jordan Leigh Smith, both from the New York office. Partner Julia K. Cowles of the Menlo Park office handled Telecom Argentina's complex corporate reorganization.
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
