Davis Polk & Wardwell advised Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and Goldman, Sachs & Co. as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $500 million principal amount of 7.375% notes due 2014 guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately £23 billion, Diageo is the world’s leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker Scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B Scotch whisky, Tanqueray gin and Guinness Stout.
The Davis Polk corporate team included partner David M. Wells and associates John B. Meade and Gerard H. Kelly (admission pending) of the London office. Partner John D. Paton and associate Nora Newton Muller of the London office and Paris office, respectively, provided tax advice.
Davis Polk & Wardwell is advising Banco Santander, S.A. in connection with an underwritten rights offering of 1,598,811,880 ordinary shares. The offering is expected to raise gross proceeds of approximately €7.2 billion or US$9.0 billion. Merrill Lynch, Banc of America Securities and Santander Investment are the joint global coordinators and bookrunners.
Headquartered in Madrid, Banco Santander and its consolidated subsidiaries are a group of banking and financial companies that operate through a network of offices and subsidiaries across Spain and other European (including the United Kingdom, Austria, the Czech Republic, Germany, Hungary, Italy, Portugal and Norway) and Latin American countries. As of September 30, 2008, Banco Santander was the largest banking group in the euro zone by market capitalization.
The Davis Polk corporate team includes partners Nicholas A. Kronfeld and Maurice Blanco and associates Roman Ajzen, Wendi Hoeben, Shih-Jern Liang, Kenneth Charles Piercy and Sarah L. DeBergalis of the New York office, Paolo Cioppa, Jake S. Tyshow and Ester Del Valle Izquierdo of the Madrid office and Chin W. Lee of the London office. Partner Nora M. Jordan and associate Rachel Strum of the New York office are providing 1940 Act advice. Partner Michael Mollerus and associate Joshua Ruland of the New York office are providing tax advice. Ines Velasco and Luis C. Martos of the New York office are the legal assistants for the transaction.
Davis Polk & Wardwell advised underwriters represented by BNP Paribas, HSBC, Morgan Stanley and UBS in connection with a €750 million offering by International Business Machines Corporation of its 6.625% notes due 2014.
During 2008, Davis Polk has advised underwriters in connection with the offering of $8.5 billion and €750 million in notes issued or guaranteed by IBM.
The Davis Polk team included partner Alan Dean and associates Kevin Williams and Richard J. Egelhof. James H. McCormick 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 PepsiCo, Inc. on its registered offering of $2 billion aggregate principal amount of 7.90% senior notes due 2018. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC and The Williams Capital Group, L.P. acted as joint book-running managers for the offering.
PepsiCo is a leading global snack and beverage company. It manufactures, markets and sells a variety of salty, convenient, sweet and grain-based snacks, carbonated and non-carbonated beverages and foods in approximately 200 countries, with its largest operations in the United States, Canada, Mexico and the United Kingdom.
The Davis Polk team included partner Joseph A. Hall and associates Tom C.W. Lin and Lisa Gisele Robinson. Partner Avishai Shachar and associate Craig A. Phillips provided tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised PepsiCo, Inc. in connection with the registered offering by Bottling Group, LLC of $1.3 billion aggregate principal amount of its 6.95% senior notes due 2014. The notes are expected to be guaranteed by PepsiCo, Inc. beginning in February 2009, subject to the qualifications described in the prospectus. Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering.
Bottling Group, LLC is the principal operating subsidiary of The Pepsi Bottling Group, Inc. and the world's largest manufacturer, seller and distributor of Pepsi-Cola beverages.
The Davis Polk team included partner Joseph A. Hall and associates Ross A. Oliver and David R. Bauer. Partner Avishai Shachar and associate Craig A. Phillips provided tax advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc. and Goldman, Sachs & Co. as joint book-running managers on an SEC-registered offering by Diageo Capital plc of $1 billion principal amount of 7.375% notes due 2014 guaranteed by Diageo plc.
Headquartered in London with a market capitalization of approximately £22 billion, Diageo is the world's leading premium drinks business. Among the wide range of premium brands it produces and distributes are Smirnoff vodka, Johnnie Walker scotch whisky, Captain Morgan rum, Baileys Original Irish Cream liqueur, J&B scotch whisky, Tanqueray gin and Guinness stout.
The Davis Polk corporate team included partner David M. Wells and associates John B. Meade, Gerard H. Kelly (admission pending) and Radoslaw Michalak of the London office. Partner John D. Paton and associate Nora Newton Muller of the London office and Paris office respectively provided tax advice.
Davis Polk & Wardwell advised underwriters represented by Banc of America Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. in connection with the offering of $4 billion aggregate principal amount of notes issued by International Business Machines Corporation. The notes were offered in three tranches maturing in 2013, 2018 and 2038.
During 2008, Davis Polk has advised the underwriters in connection with the offering of $8.5 billion in notes issued or guaranteed by IBM, including the $4 billion issued today.
The Davis Polk team included partner Alan Dean and associates Kevin Williams and Richard J. Egelhof. James H. McCormick 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 underwriters represented by Credit Suisse Securities (Europe) Limited, HSBC Securities (USA) Inc., Merrill Lynch International and RBC Capital Markets Corporation in connection with the offering of $1 billion aggregate principal amount of 2.625% United States dollar bonds due 2011, issued by Export Development Canada.
During 2008, Davis Polk has advised underwriters in connection with the offering of $4.25 billion in global bonds issued by Export Development Canada, including the $1 billion issued today.
Export Development Canada, a crown corporation of Canada, provides financing, insurance and bonding solutions to Canadian companies that export goods and services or invest in other countries. The bonds carry the full faith and credit of Canada.
The Davis Polk team included partner Alan Dean and associate Jean Weng. Partner Michael Farber and associate Kevin J. Brogan provided tax advice. Gwendolyn P. Ranada 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 Goldman, Sachs & Co., Banc of America Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as bookrunning lead managers of an SEC-registered offering of 547,825,000 shares of common stock of General Electric Company. The transaction, in which GE raised approximately $12 billion, was the largest follow-on offering of common stock in US history.
GE is a diversified global infrastructure, finance and media company that is built to meet essential world needs. From energy, water, transportation and health to access to money and information, GE serves customers in more than 100 countries and employs more than 300,000 people worldwide.
The Davis Polk corporate team included partners Richard J. Sandler and Joseph A. Hall, counsel Ning Chiu and associates Jeffrey Pohlman, Peter T. Bazos and Ezgi Kaya (not yet admitted). Partner Michael Mollerus provided tax advice. The legal assistant on the transaction was James H. McCormick. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell advised Goldman Sachs International, J.P. Morgan Securities Ltd. and UBS Limited as representatives of the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) of $1.75 billion 3.125% notes due 2011. The notes are guaranteed by the Republic of Austria. OeKB serves as Austria's central bank for providing export financing.
The Davis Polk corporate team included partner Patrick S. Kenadjian and counsel George Hacket of the Frankfurt office. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Shanda Interactive Entertainment Limited on its Rule 144A offering of $175 million aggregate principal amount of 2.0% convertible senior notes due 2011. Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities Ltd. were initial purchasers of the notes. In connection with the offering, Shanda also entered into a $175 million accelerated share repurchase agreement with Goldman, Sachs & Co.
Shanda is a leading interactive entertainment media company and one of the largest operators of online games in China. Shanda’s ADSs are listed on the Nasdaq Global Select Market.
The Davis Polk corporate team includes partner James C. Lin, associates Zhan Chen, Alan Fu, Miranda So and Li Han and foreign temporary associate Hao Bian (admitted in China) of the Hong Kong office. Partners John M. Brandow and Mark M. Mendez and associates Posit Laohaphan and Lin Jacobsen of the New York office provided equity derivatives advice. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice. Ka Ying (Candice) Ng of the Hong Kong office and Wen (Wendy) Ye of the Beijing office were the legal assistants for the transaction.
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 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 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 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 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 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 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 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 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 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 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 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 Richard J. Sandler and Ethan T. James, counsel Courtenay U. Myers and associates Sonia L.R. Garner and Yue (Mark) Li. Partner Lucy W. Farr and associates Joanna Mörk and Joshua Ruland provided tax advice. Associate Ann Becchina provided ERISA advice. Viktor Chistyakov was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Inc., Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC as joint book-running managers and representatives of the underwriters on an SEC-registered offering by Hovnanian Enterprises, Inc. of approximately $133 million of common stock.
Hovnanian Enterprises, Inc. is headquartered in Red Bank, New Jersey, and is one of the nation’s largest builders of residential homes.
The Davis Polk corporate team included partner Michael Kaplan and associates Jeff Ramsay and Ezgi Kaya (not yet admitted). Partner Gail A. Flesher provided environmental advice. Partner Harry Ballan and associate Catherine P. Tennant provided tax advice. Maxwell Sandgrund was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Citigroup Global Markets Limited, DEPFA BANK plc, Deutsche Bank AG, London Branch, The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc as joint lead managers in connection with a Schedule B debt offering by The Export-Import Bank of Korea of €750 million in aggregate principal amount of its 5.75% notes due 2013.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyun Kim, Kee Won Shin and Brian J. Baker of the Hong Kong office. Partner John D. Paton and associate Alon Gurfinkel of the London office provided tax advice.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Utendahl Capital Partners, L.P. as underwriters in connection with the initial public offering of 14,000,000 shares of common stock of Verso Paper Corp. for approximately $168 million. The shares are listed on the New York Stock Exchange under the symbol "VRS". Verso Paper Corp., an affiliate of Apollo Management, L.P., is one of North America’s leading suppliers of coated papers to catalog and magazine publishers.
The Davis Polk capital markets team included partner Michael Kaplan and associates Jeff Ramsay, Laura I. Martínez and Somnath Bhattacharyya (not yet admitted). Counsel Betty Moy Huber and associate Brianne M. Lucyk provided environmental advice. Counsel Marcie A. Goldstein advised on NASD matters. Amarilys Katy Barbosa was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC as bookrunners on an SEC-registered offering by Genworth Financial, Inc. of $600 million aggregate principal amount of 6.515% senior notes due 2018.
Genworth is a leading financial security company dedicated to providing insurance, investment and financial solutions that help meet the homeownership, life security, wealth management and retirement security needs of more than 15 million customers, with a presence in more than 25 countries.
The Davis Polk corporate team included partners Richard J. Sandler and Manuel Garciadiaz and associates Maurice Blanco, Mariana Boranga and Roman Ajzen (not yet admitted). Partner Po Sit and associate Seth H. Poloner provided tax advice. Associate Ann Becchina provided ERISA advice. 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 Morgan Stanley & Co. Incorporated and UBS Securities LLC as underwriters of the $156.4 million SEC-registered secondary offering of 4,375,000 shares of Class A common stock of Copa Holdings, S.A. held by Continental Airlines, Inc. The common stock is listed on the New York Stock Exchange under the symbol “CPA.”
Based in Panama, Copa Holdings is a leading Latin American provider of airline passenger and cargo service through its two principal operating subsidiaries, Copa and AeroRepública.
The Davis Polk corporate team included partner Manuel Garciadiaz and associates Maurice Blanco, Kenneth Piercy and Roman Ajzen (not yet admitted). Partner Po Sit and associate Catherine Paskoff Chang provided tax advice. 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 J.P. Morgan Securities Inc. and UBS Securities LLC as joint book-running managers of a $175 million registered offering by TTM Technologies, Inc. of its 3.25% convertible senior notes due 2015. In connection with the offering, TTM Technologies also entered into note hedge and warrant transactions with affiliates of J.P. Morgan Securities Inc. and UBS Securities LLC.
TTM Technologies is a leading provider of printed circuit boards and backplane assemblies.
The Davis Polk corporate team included partners Alan F. Denenberg and Mischa Travers and associates Peter M. Lamb, Jeffrey M. Smith and Christopher D. Kelley of the Menlo Park office. Partner Michael Farber of the New York office and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Partners Witold Balaban and Linda A. Simpson and associates Yan Zhang and Marcel Fausten, all of the New York office, provided equity derivatives advice. Counsel Betty Moy Huber and associate Wendy Chong (not yet admitted) of the New York office provided environmental advice. Karla K. Rogers and Beverly G. Walsh of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell acted as counsel to the underwriters Deutsche Bank Securities Inc., Merrill Lynch & Co., Citigroup and Wachovia Securities as joint book-running managers on an offering of 50,600,000 8.05% trust preferred securities totaling US$1.265 billion (including an over-allotment option) by Deutsche Bank Contingent Capital Trust V, a Delaware statutory trust and wholly owned subsidiary of Deutsche Bank AG, guaranteed on a subordinated basis by Deutsche Bank Aktiengesellschaft.
The securities initially qualify as upper Tier 2 regulatory capital for the bank and are entitled to a cumulative dividend. On one or more occasions, Deutsche Bank AG may elect to qualify all or a percentage of the trust preferred securities as Tier 1 regulatory capital in increments of at least 10% of the liquidation preference amount or an integral multiple thereof, from which point the positions of the securities so converted will only be entitled to non-cumulative dividends. The trust preferred securities will trade on the New York Stock Exchange. Headquartered in Frankfurt am Main, Germany, Deutsche Bank is the largest bank in Germany and one of the largest financial institutions in Europe and the world measured by total assets.
The Davis Polk corporate team included partner Patrick S. Kenadjian and associate Barbora Moring of the Frankfurt office and associate Victoria E. Cumings of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Counsel Erin K. Cho of the New York office provided ERISA advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Goldman, Sachs & Co and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers and representatives of the several underwriters on an SEC-registered offering by The Travelers Companies, Inc. of $500 million aggregate principal amount of 5.800% senior notes due 2018.
Based in St. Paul, Minnesota, The Travelers Companies, Inc. is a holding company principally engaged, through its subsidiaries, in providing a wide range of commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals.
The Davis Polk corporate team included partner Luigi L. De Ghenghi and associates Nadine M. Arendt, Alexander Young-Anglim and Michael J. Moldowan (not yet admitted). The tax team included partner Lucy W. Farr and associate Elyssa N. Friedland (not yet admitted). Counsel Erin K. Cho provided ERISA advice. Gwendolyn P. Ranada 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 Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as joint book-running managers and Banc of America Securities LLC, BNY Capital Markets, LLC and Deutsche Bank Securities Inc., as bookrunners on a $1 billion registered public offering by Legg Mason, Inc. of equity units, each equity unit consisting of (i) a purchase contract to purchase shares of Legg Mason common stock and (ii) a 5% undivided beneficial ownership interest in $1,000 principal amount of Legg Mason’s 5.60% senior notes due June 30, 2021. The proceeds of this offering will be used by Legg Mason for general corporate purposes.
Legg Mason is a global asset management company that provides investment management and related services to institutional and individual clients, company-sponsored mutual funds and other investment vehicles. The company offers these products and services directly and through various financial intermediaries. Legg Mason’s business is divided into three divisions: Managed Investments; Institutional; and Wealth Management. Within each of these divisions, the company provides its services through a number of asset managers, each of which is an individual business that generally markets its products and services under its own brand name. The predecessor companies to Legg Mason Inc. trace back to Legg & Co., a Maryland-based broker-dealer formed in 1899.
The Davis Polk corporate team included partner Keith L. Kearney and associates Jane MacRae and Kenneth Piercy. The Davis Polk equity derivatives team included partners Ray Ibrahim and Mark M. Mendez and associates Alina Fulop and Derek Dostal. Partner Lucy W. Farr and associate Matthew Kohley (not yet admitted) provided tax advice. Elizabeth Rollings was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers on a $500 million SEC-registered offering by The Hartford Financial Services Group, Inc. of its 6% senior notes due 2019.
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 partner Ethan T. James, counsel Courtenay U. Myers and associates Shawei T. Wang and Daying Zhang (not yet admitted), all of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice. Associate Natasha Sankovitch of the New York office provided ERISA advice. Erica Nuber of the New York office was the legal assistant for the transaction.
Davis Polk & Wardwell advised BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities Ltd. as representatives of the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft (OeKB) of $1 billion 3.625% notes due 2013. The notes are guaranteed by the Republic of Austria. OeKB serves as Austria's central bank for providing export financing.
The Davis Polk corporate team included partner Patrick S. Kenadjian of the Frankfurt office and associate Barry Mansfield of the London office. Partner John D. Paton and associate Brian Radigan of the London office provided tax advice. Sabine Yearby of the Frankfurt office was the legal assistant on the transaction.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC as joint book-running managers and representatives of the underwriters on an SEC-registered offering by Range Resources Corporation of approximately $294 million of common stock. Davis Polk also advised J.P. Morgan Securities Inc. and Banc of America Securities LLC as joint book-running managers and representatives of the underwriters on a concurrent SEC-registered offering by Range Resources Corporation of $250 million principal amount of 7.25% senior subordinated notes due 2018.
Based in Fort Worth, Texas, Range Resources is an independent oil and gas company operating in the Southwestern, Appalachian and Gulf Coast regions of the United States. Range Resources pursues a growth strategy that targets exploitation of its sizeable inventory of lower-risk development drilling opportunities, including an increasing number of projects that target shale and coal bed methane resource projects. These development activities are combined with higher-potential exploration projects and a complementary acquisition effort.
The Davis Polk corporate team included partner Sarah E. Beshar and associates Jeffrey Pohlman and John Naughton (not yet admitted). The Davis Polk tax team included partner Michael Mollerus and associate Kevin J. Brogan. The environmental team included partner Gail A. Flesher and associate Elisabeth Hanratty. James H. McCormick was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Comcast Corporation on its SEC-registered debt offering of $1 billion aggregate principal amount of 5.70% notes due 2018 and $1 billion aggregate principal amount of 6.40% notes due 2038. The offering was made through an underwriting syndicate led by Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC.
Based in Philadelphia, Comcast is the largest cable television operator in the United States.
The Davis Polk corporate team included partner Bruce K. Dallas and associate Colin R. Sturt. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. Cari M. Hebel and Michael P. Rhodes were the legal assistants on the transaction. All members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole bookrunner and Credit Suisse Securities (USA) LLC as co-lead manager of concurrent registered public offerings by AirTran Holdings Inc. of 24,659,375 shares of AirTran’s common stock (including 2,346,875 shares included in the partial exercise of the over-allotment option) and $74.75 million principal amount of AirTran’s 5.50% convertible notes due 2015 (which included the full exercise of the over-allotment option). The proceeds from the offerings totaled approximately $154 million.
AirTran intends to use the net proceeds from the offerings as follows: (i) approximately $12.3 million from the notes offering to acquire government securities that will be pledged for the exclusive benefit of the holders of the notes and (ii) the remainder of the net proceeds from the notes offering and all of the net proceeds from the common stock offering collectively for general corporate purposes.
The Davis Polk corporate team included partner Keith L. Kearney and associates Jeffrey Pohlman and Kerry Kopke (not yet admitted). The Davis Polk equity derivatives team included partner John M. Brandow and associates Posit Laohaphan and Tabea Y. Hsi (not yet admitted). The environmental team included counsel Loyti Cheng and associate Brianne M. Lucyk. The tax team included partner Lucy W. Farr and associate Kevin J. Brogan. Elizabeth Rollings was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell advised Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation as initial purchasers on a Rule 144A/Regulation S offering by Axcan Intermediate Holdings Inc. (Axcan) of $235 million 12.75% senior notes due 2016. Axcan used the net proceeds of the offering to repay the $235 million senior unsecured bridge loan facility it entered into in February 2008 in connection with the approximately $1.3 billion acquisition of Axcan Pharma Inc. by an affiliate of TPG Capital.
Based in Montreal, Canada, Axcan is a specialty pharmaceutical company focused on gastroenterology, which develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency.
The Davis Polk corporate team included partner Michael Kaplan and associates Wendi Hoeben and Kenneth Piercy, all of the New York office. Partner Michael Mollerus and associate Kay Ng of the New York office provided tax advice. Gwendolyn P. Ranada was the legal assistant on the transaction.
Davis Polk & Wardwell advised Cairn India Limited in arranging a private placement of approximately US$625 million (INR 25.4 billion).
Through the private placement, in March 2008, Petronas International Company Limited (a wholly owned subsidiary of the Malaysian government-owned Petroliam Nasional Berhad) and Orient Global Tamarind Fund Pte Limited, Singapore agreed to purchase a total of 113 million shares in Cairn India Limited (63,300,000 by Petronas and 49,700,000 by Orient Global) at INR 224.30 per share, representing a 0.46% premium to the average closing price on the National Stock Exchange of the last two trading days prior to the announcement of the transaction. On 16 April, 2008, Cairn India Limited shareholders approved the transaction.
Cairn India Limited is an Indian company that owns interests in Indian crude oil and natural gas development and production assets, including a 70% interest in the Mangala field, which was discovered in 2004 and is the largest onshore crude oil field discovery in India since 1985. In 2007, Cairn India Limited conducted an initial public offering of its equity shares in India with listings on the Bombay Stock Exchange and National Stock Exchange of India, as well as international institutional offerings pursuant to Rule 144A and Regulation S, for which Davis Polk also acted as issuer’s counsel.
The majority of the net proceeds of the private placement will be used to fund capital expenditure.
The Davis Polk corporate team included partner Thomas J. Reid and associates Jeffrey R. O’Brien and Sapna Dutta. Partner John D. Paton and associate Brian Radigan provided tax advice. All lawyers are based in the London office.
Davis Polk & Wardwell is acting as US counsel to Shire plc on its proposed UK court-sanctioned scheme of arrangement, including the creation of a new UK-listed, Jersey-incorporated holding company for the group.
Shire, a public limited company incorporated under the laws of England and Wales, is a specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. The new holding company, which is to be called Shire Limited and be tax resident in the Republic of Ireland, will have the same board and management team as Shire and will have its primary listing on the London Stock Exchange and, upon listing, will be included in FTSE’s UK Index Series. Shire Limited also intends that its American Depositary Shares (ADS) will be traded on Nasdaq in place of Shire’s existing ADS program.
The Davis Polk corporate team includes partners David M. Wells of the London office and John J. McCarthy Jr., who practices in both the London office and the New York office, and associates John B. Meade and Nghiem Nguyen, both of the London office. Partner John D. Paton and associate Brian Radigan, both of the London office, provided tax advice. Partner Kyoko Takahashi Lin, counsel Erin K. Cho and associates Natasha Sankovitch and Sam I. Valverde, all of the New York office, provided employee benefits advice. Partner Danforth Townley of the New York office provided ’40 Act advice. Counsel Marcie A. Goldstein and associate Brenda Chen, both of the New York office, provided Blue Sky advice. Damion R. Jackson of the London office was the legal assistant on the transaction.
Davis Polk & Wardwell advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as joint book-running managers of an SEC–registered offering by Globalstar, Inc. of $135 million aggregate principal amount of its 5.75% convertible senior notes due 2028. In connection with the offering, Globalstar also entered into a share-lending arrangement with an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Globalstar, Inc. is a leading provider of mobile voice and data communications services via satellite.
The Davis Polk corporate team included partner Alan F. Denenberg and associates Nicholas R. Olmsted, Matthew E. King and Niki Fang, all of the Menlo Park office. Partners Ray Ibrahim and Mark M. Mendez and associates Rafal A. Nowak and Paul Anderson, all of the New York office, provided equity derivatives advice. Partner Michael Farber and associates Elyssa N. Friedland (not yet admitted) and Kay Ng, all of the New York office, provided tax advice. Counsel Betty Moy Huber and associate Brianne M. Lucyk, both of the New York office, provided advice as to environmental matters. Partner Jinsoo H. Kim and associate Margie M.C. Chan, both of the New York office, provided advice as to certain credit matters. Associate Sandra West of the Menlo Park office provided advice as to certain litigation matters. Karla K. Rogers and Michael Rhodes, both of the Menlo Park office, were the legal assistants for the transaction.
Davis Polk & Wardwell advised Oracle Corporation on its SEC-registered debt offering of $5 billion aggregate principal amount of senior notes, consisting of $1.25 billion of 4.95% notes due 2013, $2.50 billion of 5.75% notes due 2018 and $1.25 billion of 6.50% notes due 2038. The offering was made through an underwriting syndicate led by Citi, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated.
Oracle, the world’s largest enterprise software company, develops, manufactures, markets, distributes and services database, middleware and applications software.
The Davis Polk corporate team included partner Sarah K. Solum and associates Christopher Pan, Sarvenaz Madi and Stephen Lindholm. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa provided tax advice. Associate Rachel J. Strum of the New York office provided Investment Company Act advice. Karla K. Rogers and Beverly G. Walsh were the legal assistants on the transaction. Except as noted above, all members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell advised J.P. Morgan Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and HSBC Securities (USA) Inc. as joint bookrunners and representatives of the underwriters for the initial public offering of Visa Inc.
Visa Inc. sold 446.6 million shares of class A common stock for gross proceeds of $19.65 billion. Visa’s class A common stock is listed on the New York Stock Exchange under the symbol “V”. The transaction, which included simultaneous registered public offerings in the United States, Canada and Japan and private placements in more than 50 jurisdictions around the world, was the largest initial public offering in US history.
Visa operates the world’s largest retail electronic payments network and manages the world’s most recognized global financial services brand. Visa has more branded credit and debit cards in circulation, more transactions and greater total volume than any of its competitors.
The Davis Polk corporate team included partners Richard J. Sandler and Joseph A. Hall, and associates Jane MacRae, John T. Rudy, Sophia Hudson, Andreea Stan (not yet admitted) and Mark Y. Li (not yet admitted), all of the New York office. Partner Theodore A. Paradise and associates Mörk Murdock and Hiroshi Sugiyama of the Tokyo office advised in connection with the Japanese public offering. Partner Harry Ballan and associate Nancy Chen of the New York office provided tax advice. Partner Joel M. Cohen and associates Edward N. Moss and Brooke A. Russakoff of the New York office provided antitrust and litigation advice. Partner Steven S. Weiner of the Menlo Park office and associate Matthew J. Bacal of the New York office provided intellectual property advice. Counsel Marcie A. Goldstein provided FINRA advice. Elizabeth N. Rollings was the legal assistant on the transaction.
Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as joint book-running managers on an SEC-registered offering by PPG Industries, Inc. (PPG) of $600 million aggregate principal amount of 5.75% notes due 2013, $700 million aggregate principal amount of 6.65% notes due 2018 and $250 million aggregate principal amount of 7.70% notes due 2038.
Pittsburgh-based PPG is a global supplier of paints, coatings, chemicals, optical products, specialty materials, glass and fiber glass. PPG has more than 150 manufacturing facilities and equity affiliates and operates in more than 60 countries. Sales in 2007 were $11.2 billion.
The Davis Polk corporate team included partner Richard A. Drucker and associates Jeffrey Pohlman and Adi David. The tax team included partner Michael Mollerus and associate Matthew Kohley (not yet admitted). Counsel Loyti Cheng and associate Hayden Baker provided environmental advice. 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 Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as joint book-running managers of a $200 million offering by NuVasive, Inc. of its 2.25% convertible senior notes due 2013. In addition, Davis Polk advised Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as counterparties to call spread transactions in connection with the convertible notes offering.
NuVasive is a medical device company focused on developing products for minimally disruptive surgical treatments for the spine.
The Davis Polk corporate team included partner Alan F. Denenberg and associates Zachary Patton and Colin Sturt of the Menlo Park office. Partner Witold Balaban and associates Yan Zhang and Pierre Aidan of the New York office provided equity derivatives advice. Partner Michael Farber and associate Christine E. Graham (not yet admitted) of the New York office provided tax advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office were the legal assistants for the transaction.
Davis Polk & Wardwell advised CIGNA Corporation on an SEC-registered debt shelf takedown of $300 million aggregate principal amount of its 6.35% senior notes due 2018.
Based in Philadelphia, Pennsylvania, CIGNA Corporation and its subsidiaries constitute one of the largest investor-owned health care and related benefits organizations in the United States. CIGNA’s subsidiaries are major providers of health care and related benefits offered through the workplace, including health care products and services, group disability, life and accident insurance, and disability and workers’ compensation case management and related services.
The Davis Polk team included partner Ethan T. James and associates Shawei T. Wang, Marc-Alain Galeazzi, Patricia T. Niebauer, and Qian (Lance) Jiang (not yet admitted). Partner Kyoko Takahashi Lin and associate Natasha Sankovitch provided ERISA advice. Partner Kathleen L. Ferrell and associate Jason R. Sussman provided tax advice and associate Alina Fulop provided ‘40 Act analysis. Damian Kasprzyk 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 Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC as joint book-running managers on a $500 million SEC-registered offering by The Hartford Financial Services Group, Inc. of its 6.300% senior notes due 2018.
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 partner Ethan T. James, counsel Courtenay U. Myers and associate Alexander N. Macleod (not yet admitted), all of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice. Counsel Erin K. Cho and associate Natasha Sankovitch, both of the New York office, provided ERISA advice. Viktor Chistyakov of the New York office was the legal assistant for the transaction
Davis Polk & Wardwell advised Banc of America Securities LLC and Greenwich Capital Markets, Inc. as joint book-running managers on an SEC-registered offering by Whirlpool Corporation of $500 million aggregate principal amount of 5.500% notes due 2013.
Whirlpool Corporation, the world’s leading manufacturer and marketer of major home appliances, manufactures products in 12 countries under 13 principal brand names (including Whirlpool, Maytag and KitchenAid) and markets products in nearly every country around the world.
The Davis Polk corporate team included partner Richard A. Drucker and associates Jeffrey Pohlman and Yue Li (not yet admitted). Partner Mario J. Verdolini and associate Jenny L. Ruzow provided tax advice. 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 advised Banc of America Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. as joint book-running managers on an SEC-registered offering by Honeywell International Inc. of $1.5 billion aggregate principal amount of senior notes. The offering consisted of $600 million principal amount of 4.250% senior notes due 2013 and $900 million principal amount of 5.300% senior notes due 2018.
Honeywell International Inc. is a diversified technology and manufacturing company, serving customers worldwide with aerospace products and services, control sensing and security technologies for buildings, homes and industry, turbochargers, automotive products, specialty chemicals, electronic and advanced materials and process technology for refining and petrochemicals.
The Davis Polk corporate team included partner Richard A. Drucker and associates Patrick Jackson and Meng Lai (not yet admitted). Partner Mario J. Verdolini and associate Amir C. Chenchinski provided tax advice. The environmental team included counsel Betty Moy Huber and associates Heather Daly and Dessislav Dobrev (not yet admitted). 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 J.P. Morgan Securities Ltd. as the manager in connection with a Rule 144A/Regulation S offering of global depositary shares (GDSs), representing common shares of Taewoong Co., Ltd., raising US$75 million in gross proceeds. The GDSs were listed on the Professional Securities Market of the London Stock Exchange. Taewoong is a leading Korean manufacturer of open-die forged products, which are large-sized customized metal forged products.
The Davis Polk corporate team included partner Eugene C. Gregor of the Tokyo office and associates Hyu
