Mergers and Acquisitions

Davis Polk is regularly involved in the largest and most complex M&A deals of the day. Clients – longstanding and new, large and small, global and domestic – come to us when the scope and strategic importance of a transaction calls for Davis Polk.

We have a long history of innovation and creative problem-solving. Our M&A lawyers bring sophisticated judgment, advice and client service to high-stakes transactions, including public and private deals, private equity transactions, joint ventures and strategic alliances, carveouts and divestitures, friendly and contested situations, leveraged buyouts and other types of transactions.

Our regulatory capabilities are increasingly important to our clients and complement our M&A transactional capability, including our antitrust and competition, FCPA, CFIUS, information privacy, and Asian investigations and enforcement practices.

Recognition

  • According to Dealogic, in Q3 2016, Davis Polk ranked:
    • 1st in announced global M&A
    • 3rd in announced U.S. M&A
    • 2nd in announced European M&A (corporate advisory)

  • According to Thomson Reuters, in Q3 2016, Davis Polk ranked:
    • 1st in U.S. M&A – Health Care
    • 2nd in U.S. M&A – Technology
    • 1st in Asian (ex-Japan) M&A
    • 1st in Emerging Markets M&A
    • 1st among U.S. legal advisers in Chinese M&A
    • 1st among U.S. legal advisers in U.K. M&A

  • Chambers USA, Legal 500 and IFLR1000 – 1st tier among law firms in U.S. M&A

  • Chambers USA Awards – “Corporate/M&A Team of the Year,” 2015

  • Law360  Among the "M&A Practice Groups of the Year" 2013, 2014 and 2015

  • Chambers USA – Clients say: “‘Their work is excellent. I go to them for complicated matters. They are thoughtful and their drafting is strong.’ ‘A phenomenal firm, very good technical lawyers.’”

  • Legal 500 U.S – “Davis Polk’s supreme financing and capital markets expertise and its strong presence in the key global financial centers make it a leader for complex and cross-border mega deals.”

Notable Matters

Davis Polk has long been the firm of choice for many of the world’s leading blue chip companies.

ExxonMobil

  • $81 billion merger with Mobil – creating the world’s largest integrated oil company
  • $41 billion stock acquisition of XTO Energy – the largest oil and gas deal in four years
  • Pending $2.5 billion acquisition of InterOil, an independent oil and gas business with a sole focus on Papua New Guinea

Comcast

  • $53 billion acquisition of AT&T’s broadband business
  • $37 billion NBCUniversal joint venture with General Electric
  • $16.7 billion acquisition of GE’s 49% common equity stake in NBCUniversal
  • $3.6 billion sale by SpectrumCo of 122 Advanced Wireless Services spectrum licenses to Verizon Wireless
  • $3.8 billion acquisition of DreamWorks Animation
  • $1.4 billion acquisition of properties used by NBCUniversal at 30 Rockefeller Plaza and CNBC’s headquarters in Englewood Cliffs, New Jersey

Citi

  • $58 billion recapitalization transaction involving the U.S. government and private investors
  • Formation of Morgan Stanley Smith Barney, and Citi's subsequent sale of its interest in MSSB to Morgan Stanley
  • $4.25 billion sale of OneMain Financial to Springleaf
  • Spinout of certain Citi alternatives businesses, including CAI’s hedge fund, private equity and CLO businesses, to management

AstraZeneca

  • Defense of an unsolicited $119 billion acquisition proposed by Pfizer
  • $15.6 billion acquisition of MedImmune
  • $7 billion expansion of its diabetes alliance with Bristol-Myers Squibb (BMS) through BMS' acquisition of Amylin Pharmaceuticals
  • $2.7 billion acquisition of ZS Pharma

Roche

  • $46.8 billion acquisition of the public minority in Genentech – the largest-ever completed going-private transaction
  • $8.3 billion acquisition of InterMune
  • $6.7 billion unsolicited proposal to acquire Illumina
  • $3.4 billion hostile acquisition of Ventana Medical Systems
  • $1 billion majority investment  and broad strategic collaboration with Foundation Medicine

Syngenta

  • $45 billion pending acquisition by ChemChina – the largest Chinese outbound M&A transaction ever
  • Successful defense of an unsolicited bid from Monsanto

Aetna

  • Pending $37 billion acquisition of Humana
  • $7.3 billion acquisition of Coventry Health Care, a diversified national managed health care company based in Bethesda, Maryland
  • $600 million acquisition of Prodigy Health Group
  • $500 million acquisition of Medicity
  • $400 million acquisition of bswift
  • $290 million acquisition of Genworth Financial’s Medicare Supplement business
  • $202 million acquisition of PayFlex Holdings
  • Pending $117 million sale of Medicare Advantage assets with Humana to Molina Healthcare

ARM Holdings

  • pending $32 billion acquisition by SoftBank Group – the largest acquisition of a U.K. company by an Asian acquirer
  • $913 million acquisition of Artisan Components
  • Acquisition of Obsidian Software, a developer of verification software
  • Acquisition of Prolific, a developer of IC design optimization software

Shire

  • $5.2 billion acquisition of NPS Pharmaceuticals
  • $4.2 billion acquisition of ViroPharma
  • $2.6 billion acquisition of New River Pharma
  • $260 million acquisition of Lumena Pharmaceuticals

Broadcom

  • $37 billion acquisition by Avago Technologies – the largest announced M&A transaction in the history of the semiconductor industry

General Electric

  • $32 billion sale of Commerical Distribution, Vendor and Corporate Finance platforms to Wells Fargo
  • $26.5 billion sale of real estate assets and performing loans of GE Capital Real Estate to Blackstone and Wells Fargo, as part of GE's reduction in the size of its financial businesses through the sale of most of GE Capital assets
  • $12 billion sale of its U.S. sponsor finance business and a $3 billion bank loan portfolio to Canada Pension Plan Investment Board
  • Sale of $8.5 billion of health care-related loans and GE's Healthcare Financial Services U.S. lending business to Capital One Financial
  • Sale of GE Capital Bank’s U.S. online deposit platform along with $16 billion in deposits of GE Capital Bank, including online savings accounts, online CDs and brokered CDs, to Goldman Sachs Bank USA

Freeport-McMoran

  • $25.6 billion acquisition of Phelps Dodge
  • $6.9 billion acquisition of Plains Exploration & Production Company
  • $3.4 billion acquisition of McMoRan Exploration Co.
  • $2.77 billion sale of its interests in TF Holdings to China Molybdenum
  • $2 billion sale of its interest in Candelaria/Ojos del Salado copper mining operations
  • $1 billion sale of a minority interest in its Morenci copper mining JV

CNOOC

  • $15.1 billion acquisition of Nexen – the largest completed foreign acquisition by a Chinese company
  • $18.5 billion proposed acquisition of Unocal

Morgan Stanley

  • $9 billion investment by Mitsubishi UFJ Financial
  • Joint venture with Mitsubishi UFJ Financial that integrated their securities operations in Japan
  • $1.5 billion disposition of Van Kampen Investments
  • Spinoffs of FrontPoint Partners and Process Driven Trading (PDT)
  • Sale of its interests in its TransMontaigne commodities business to NGL Energy Partners
  • Sale of its Global Oil Merchanting businessto Castleton Commodities International

Markit

  • $13 billion merger of equals with IHS to create IHS Markit, a world leader in critical information, analytics and solutions

Tyson Foods 

  • $8.55 billion acquisition of all the outstanding shares of Hillshire Brands
  • $575 million sale of it poultry businesses in Mexico and Brazil to JBS 

ConAgra Foods

  • $6.8 billion acquisition of Ralcorp
  • $2.7 billion sale of its private label operations to TreeHouse Foods
  • Pending separation into two independent public companies: one comprising its consumer brands portfolio and the other its portfolio of frozen potato products
  • Cooperation agreement with JANA Partners

Ingram Micro

  • Pending $6 billion acquisition by Tianjin Tianhai, a Chinese logistics conglomberate
  • $840 million acquisition of Brightpoint
  • Acquisition of Shipwire, a provider of global fulfillment services
  • Acquisition of CloudBlue Technologies, a provider of enterprise IT asset disposition, on-site data destruction

Baidu

  • $1.9 billion acquisition of 91 Wireless, a Chinese mobile software developer
  • $370 million acquisition of the online business of PPS
  • $306 million majority investment in Qunar, a travel search engine in China

Emerson

  • $4 billon sale of its Network Power division to Platinum Equity
  • $3.15 billion acquisition of Pentair’s Valves & Controls business
  • £997 million unsolicited acquisition of Chloride Group
  • $1.44 billion sale of its Power Transmission Solutions business unit to Regal Beloit Corporation
  • $1.2 billion sale of Leroy-Somer and Control Techniques to Nidec
  • $1.2 billion acquisition of Avocent
  • Proposed spinoff of its Network Power business

RECENT SELECTED MATTERS
  • PartnerRe. We advised PartnerRe, a global reinsurer, providing multi-line reinsurance to insurance companies, on its contested $11 billion merger of equals with AXIS Capital, a Bermudan global provider of specialty lines insurance and treaty reinsurance. The transaction creates a broadly diversified global specialty insurance and reinsurance company with expanded market presence, gross premiums above $10 billion and total capitalization above $14 billion.

  • Emera. We advised Emera, an energy and services company headquartered in Halifax, Nova Scotia that invests in electricity generation, transmission and distribution, on its $10.4 billion acquisition of TECO Energy, an energy-related holding company with regulated electric and gas utilities in Florida and New Mexico.

  • SS&C Technologies. We advised SS&C Technologies, a global provider of investment and financial software-enabled services and software focused exclusively on the global financial services industry, on its pending $2.7 billion acquisition of Advent Software, which has been providing portfolio management and accounting systems, straight-through processing and research management software.

  • JPMorgan Chase. We advised JPMorgan Chase & Co. on its sale of a portfolio of loans and other securities from J.P. Morgan’s Global Special Opportunities Group to Sankaty Advisors, the independently managed credit affiliate of Bain Capital and one of the world’s leading private managers of fixed income and credit instruments. The portfolio contains mezzanine loans in North America and Europe, as well as loans and related special situations investments in Australia and across Asia, with an aggregate value of approximately $1.3 billion.