We advised the underwriters, sales agents and placement agent on the historic transaction

Davis Polk advised the underwriters in connection with the $20.7 billion SEC-registered offering of 29,278,642 shares of Class A Common Stock and 29,278,642 shares of Class C Capital Stock, as well as the concurrent $19.3 billion SEC-registered offering of 192,500,000 Series A depositary shares and 192,500,000 Series B depositary shares by Alphabet Inc., including the full exercise by the underwriters of their options to purchase 3,818,953 additional shares of Class A Common Stock, 3,818,953 additional shares of Class C Capital Stock and 50,000,000 additional depositary shares, split evenly between the two series. Each Series A depositary share represents a 1/20th interest in a share of Alphabet’s 6.25% Series A mandatory convertible preferred stock, and each Series B depositary share represents a 1/20th interest in a share of Alphabet’s 6.25% Series B mandatory convertible preferred stock. In addition, Davis Polk advised the counterparties to the capped call transactions entered into in connection with the depositary share offering. 

The combined underwritten offering is the largest U.S. follow-on offering in history, according to LSEG Data & Analytics. The depositary share offering is the largest U.S. equity-linked offering in history, according to LSEG Data & Analytics, and the related capped call is the largest issuer call spread in history. 

Concurrently with the underwritten offerings, Davis Polk advised the sales agents in connection with Alphabet’s $40 billion SEC-registered at-the-market offering program for the sale of Class A Common Stock and Class C Capital Stock over time. The ATM program is the largest in the history of capital markets. 

Davis Polk also acted as counsel to the placement agent for Alphabet’s concurrent $10 billion private placement agreement with Berkshire Hathaway. The underwritten offerings, ATM program and private placement represent a total equity raise of approximately $90 billion.

Alphabet is a collection of businesses, the largest of which is Google.

The Davis Polk corporate team included partners Alan F. Denenberg, Mark M. Mendez and Emily Roberts, counsel Hanbing Zhang and Arisa Akashi Sin and associates Alexander S. Pettingell, Jared A. Bivens, Selena Zhijun Fu and Zifeng Zeng. Partner Aliza Slansky provided tax advice. Members of the Davis Polk team are based in the Northern California and New York offices.

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