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 1H 2016, Davis Polk ranked:
    • 1st in announced global M&A
    • 2nd in announced U.S. M&A
    • 2nd in announced European M&A
  • According to Thomson Reuters, in 2015, Davis Polk ranked:
    • 3rd in announced global M&A (all proposed deals)
    • 2nd in completed U.S. M&A
    • 1st among U.S. advisers in European M&A
    • 1st among U.S. advisers in Latin American M&A
    • 2nd among U.S. advisers in Chinese M&A
  • According to Bloomberg, in 2015, Davis Polk ranked:

    • 2nd in global private equity

    • 2nd among U.S legal advisers in cross-border M&A
  • 1st tier among law firms in U.S. M&A – Chambers USA 2016, Legal 500 2016 and IFLR1000 2016

  • “Corporate/M&A Team of the Year” – 2015 Chambers USA Awards
  • Among the "M&A Practice Groups of the Year" – Law360 (2013-2015)

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  • 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.’” – Chambers USA 2016

  • “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.” – Legal 500 U.S. 2016

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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


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 pending 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; this is 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


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 in 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 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 business to 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


China Investment Corporation

  • $1.9 billion investment in Bumi Resources, the largest coal mining company in Indonesia

  • Strategic investments in a variety of companies, including Bank of Communications, Enogex Holdings and China Lumena New Materials


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

  • £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 acquisition of Avocent

  • pending spinoff of its Network Power business
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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.

  • Ingram Micro. We have advised Ingram Micro, an Irvine, California-based provider of a full spectrum of global technology and supply chain services, on its pending $6 billion acquisition by Tianjin Tianhai, a subsidiary of China's HNA Group that focuses on logistic market segments and supply chain management.
  • 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.
  • First Wind. We advised First Wind, an independent renewable energy company focused on the development and operation of utility-scale renewable energy projects in the United States, on its $2.4 billion acquisition by SunEdison, which manufactures solar technology and develops, finances, installs and operates distributed solar power plants, and TerraForm Power, a renewable energy leader.
  • JPMorgan Chase. We have 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.
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