TWC Tech Holdings II Corp. Initial Public Offering

Davis Polk advised the representatives of the several underwriters in connection with the initial public offering of 60,000,000 units of TWC Tech Holdings II Corp., including 7,500,000 units purchased pursuant to the partial exercise of the underwriters’ option to purchase additional units, for aggregate proceeds of $600 million. Each unit consists of one share of Class A common stock and one-third of one warrant to purchase one share of Class A common stock of TWC Tech Holdings II Corp. The units were approved for listing on Nasdaq under the symbol “TWCTU.”

TWC Tech Holdings II Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Although TWC Tech Holdings II Corp. is not limited to a particular industry or geographic region for purposes of completing a business combination, the company intends to focus on the technology industry.

The Davis Polk corporate team included partners Derek Dostal and Deanna L. Kirkpatrick and associates Eryn E. Gordon and Alexander Kraik. Partner Michael Farber and associate Talya Presser provided tax advice. Counsel Marcie A. Goldstein provided FINRA advice. All members of the Davis Polk team are based in the New York office.