Davis Polk & Wardwell is advising Novafora, Inc. on tax matters regarding its approximately $255.6 million cash acquisition of Transmeta Corporation. Transmeta stockholders are expected to receive between $18.70 and $19.00 for each outstanding share of Transmeta’s common stock, subject to working capital and other adjustments. The transaction is expected to close during the first quarter of 2009 and is subject to approval by Transmeta’s shareholders and to other customary closing conditions.
Novafora is a San Jose, California–based video processor company enabling original equipment manufacturers to deliver on the promise of the digital video revolution – the highest quality video, anywhere, on any display device and at any time. Santa Clara, California-based Transmeta develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property.
The Davis Polk tax team includes partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office.
In 2002, a private customer of Bank of America entered into a “cashless collar” transaction with the bank on 500,000 shares of Dreyer’s Ice Cream, Inc., at the time a publicly traded company of which the customer’s beneficiary was a senior executive and major shareholder. Just a few months later, Dreyer’s was acquired by Nestle in a share-for-share transaction and the bank’s derivatives traders adjusted the strike prices of the embedded options to reflect the decreased volatility of the Dreyer’s shares as a result of the Nestle deal. The customer sued the bank in New York state court alleging that the adjustment breached the collar transaction agreements.
During a two-week bench trial in June of 2006, the judge heard extensive testimony from both sides, including expert testimony on the interpretation of ISDA documents governing the derivatives transaction called a “cashless collar.” In its November 13, 2008, opinion, the Court concluded that our client, Bank of America, had acted within the scope of the discretion granted by the transaction documents to make adjustments to the strike prices of the options in the event of such a merger, and it dismissed the customer’s claims in full.
The Davis Polk trial team was lead by partner Robert F. Wise Jr. and included former associate Thomas Childs, associates Hayward H. Smith and Ciaran P.A. Connelly, and former summer associates Elyse Jones Cowgill (now an associate), Russell Maxwell and Nicole Vanatko (now an associate).
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 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 advised Philip Morris International Inc. on the intellectual property issues related to its investment of CAD$15.975 million in Medicago, Inc., a Canadian publicly traded biotechnology company focused on the development, production and commercialization of protein-based vaccines and biopharmaceuticals.
The investment consisted of a subscription by Philip Morris Participations B.V., a wholly owned indirect subsidiary of PMI, for 45,000,000 units of Medicago at a price per unit of CAD$0.355 by way of private placement. The 45,000,000 common shares comprised in the units acquired by PMP represent 49.8% of the issued and outstanding common shares of Medicago calculated on a non-fully-diluted basis.
As part of the private placement, Medicago and PMI entered into a research and license agreement granting Philip Morris Products, S.A., a subsidiary of PMI, a license to the IP developed under a joint pandemic and seasonal influenza research program. The parties also entered into a master research services agreement under which Medicago can conduct further tobacco plant-related research on behalf of Philip Morris Products.
The Davis Polk team consisted of partner Steven S. Weiner and associate Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales), both of the Menlo Park office.
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as dealer manager for The Procter & Gamble Company in connection with the acquisition by The J.M. Smucker Company of Procter & Gamble’s coffee business. The transaction, structured as a reverse Morris Trust transaction, which was tax-free to Procter & Gamble, its shareholders and Folgers, consisted of a split-off of The Folgers Coffee Company, a wholly owned subsidiary of Procter & Gamble, through an exchange offer whereby Procter & Gamble shareholders tendered shares of Procter & Gamble common stock in exchange for shares of Folgers common stock, followed by an immediate stock-for-stock merger of Folgers into a wholly owned subsidiary of The J.M. Smucker Company. The total value of the Smucker common stock issued in the merger was approximately $3 billion.
The Procter & Gamble Company, headquartered in Cincinnati, Ohio, is focused on providing branded consumer goods. Its products are sold in over 180 countries around the world primarily through mass merchandisers, grocery stores, membership club stores, drug stores and in high-frequency stores—neighborhood stores that serve consumers in developing markets. Its brands include Head & Shoulders, Olay, Wella, Cover Girl, Dolce & Gabbana, Hugo Boss, Pantene, Nice ’n Easy, Old Spice, Herbal Essences, Venus, Mach3, Fusion, Gillette, Braun, Always, Naturella, Tampax, Whisper, Actonel, Crest, Oral–B, Vicks, Prilosec OTC, Iams, Eukanuba, Pringles, Ariel, Dawn, Lenor, Downy, Gain, Tide, Febreze, Swiffer, Duracell, Bounty, Charmin and Pampers.
The Folgers Coffee Company is the leading producer of retail packaged coffee products in the United States with a broad portfolio of products sold primarily under its flagship Folgers brand. Folgers primarily engages in sourcing, blending and roasting green coffee beans and packaging, marketing and distributing quality branded coffee products. These products are sold in a variety of packaging and coffee product formats, including roast and ground, whole bean and single–serve coffee products.
The J.M. Smucker Company was established in 1897 and incorporated in Ohio in 1921. Smucker operates principally in one industry, the manufacturing and marketing of branded food products, with the majority of Smucker’s sales in the United States. Smucker’s branded food products include a strong portfolio of trusted, iconic market-leading brands that are sold to consumers through retail outlets in North America. Its brands include Smucker’s, Jif, Pillsbury, Crisco, Eagle Brand, Hungry Jack, White Lily and Martha White.
The Davis Polk corporate team included partners Peter R. Douglas, Keith L. Kearney and Nicholas A. Kronfeld and associates Wendi Hoeben, James Chenard, Chee-Kwan Kim and Terrence R. O’Donnell (not yet admitted), all of the New York office. Partner Rachel D. Kleinberg and associate Nancy Chen of the Menlo Park and New York offices, respectively, provided tax advice. Associate Vishnu Reddy of the Menlo Park office provided intellectual property advice. Partner Gail A. Flesher and associate Elisabeth Hanratty, both of the New York office, provided environmental advice.
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 Compaña de Telecomunicaciones de Chile S.A. (CTC) in connection with the tender offer by Inversiones Telefónica Internacional Holding Limitada to purchase all of the outstanding shares of CTC not held by its affiliates. CTC, together with its subsidiaries, provides a variety of telecommunications services to companies and individuals in Chile. The acquisition is valued at approximately $868 million.
The Davis Polk corporate team included partner Nicholas A. Kronfeld and associates Vijay J. Shroff, Roman Ajzen and Chee-Kwan Kim, all of the New York office.
Davis Polk & Wardwell is advising PCCW Limited on a possible privatization proposal by way of a scheme of arrangement to be made jointly by Starvest and China Netcom.
PCCW is the leading provider of local and international telecommunications services in Hong Kong. PCCW ’s ordinary shares are listed on The Stock Exchange of Hong Kong Limited.
Starvest is a wholly owned subsidiary of Pacific Century Regional Developments Limited (PCRD), which currently holds approximately 22.54% of the issued share capital of PCCW. Based in Singapore, PCRD is controlled by Richard Li and is engaged in the holding of investments and development of infrastructure and properties. China Netcom currently holds approximately 19.84% of the issued share capital of PCCW and is a wholly owned subsidiary of China Network Communications Group Corporation (CNC). CNC is a leading telecommunications company in the PRC.
The Davis Polk corporate team includes partners William F. Barron and Mark J. Lehmkuhler and associate Shaoyun (Anna) Xu. All members of the Davis Polk team are based in the Hong Kong 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, in conjunction with the Asian American Legal Defense and Education Fund (“AALDEF”), won a judgment in excess of $4.6 million on behalf of 36 current and former employees of Saigon Grill, a popular Vietnamese restaurant with locations on the Upper West Side and near Union Square. The judgment, which follows a five-day bench trial in June in the US District Court for the Southern District of New York, holds Saigon Grill and its owners and managers responsible for failing to pay its delivery workers in compliance with federal and state labor laws over the last decade.
The plaintiffs—35 delivery workers and one employee who packed delivery orders—are all immigrants from China’s Fujian Province whom Davis Polk is representing pro bono. Without knowledge of their legal rights, the workers were paid well below the minimum wage, in some cases less than $2.00 an hour, and did not receive overtime compensation for workweeks that lasted as long as 80 hours. Twenty-two of the delivery workers were fired in March 2007 in retaliation for planning to bring this lawsuit. In addition to awarding plaintiffs approximately $4.6 million for wage-and-hour violations, the court also found that defendants illegally retaliated against the 22 plaintiffs who were fired from their jobs as delivery workers when the defendants learned that they were planning to bring this lawsuit. Damages on these retaliation claims will be determined in a later proceeding.
“Today’s ruling vindicates the rights of some of New York’s poorest and most vulnerable individuals to be treated justly in the workplace,” said Ronnie Abrams, Special Counsel for Pro Bono at Davis Polk. “We’re proud to have obtained a measure of justice for these mistreated workers.”
“We are thrilled with the court’s decision,” said Sharon Katz, a partner at Davis Polk and co-head of the firm’s Pro Bono Committee. “This is not only a well-deserved victory for the workers at Saigon Grill, but also will serve as an important precedent for future cases brought on behalf of underpaid workers.”
The Davis Polk trial team included associates Jonathan L. Adler, Matteo J. Rosselli, Edward Sherwin and William R. Miller Jr. These lawyers received assistance before and during trial from partner Brian S. Weinstein, Special Counsel for Pro Bono Ronnie Abrams and Kenneth Kimerling of AALDEF. Summer associates Matthew Jacobs and Gerald Moody, legal assistants Charles Seidner, Jonathan Reiss, and Christina Chang, and summer legal assistant James Giampietro also assisted throughout the trial. Associates Brenda Chen and Jessica L. Freese also assisted before trial. 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.
The US District Court for the Western District of Texas dismissed a consolidated securities class action against our client PricewaterhouseCoopers (PwC) with prejudice. This suit stemmed from a 2006 SEC investigation into Dell accounting irregularities, escalating into a formal investigation a few months later, including one by Dell’s Audit Committee. As a result, Dell restated four years of its financial statements and numerous securities class action lawsuits were filed against Dell, its officers and directors, as well as PwC, Dell’s outside auditors during the entire period.
In dismissing plaintiffs’ claims against PwC, the court accepted all of the arguments Davis Polk lawyers put forth as to why the consolidated complaint was deficient as to PwC. The court held that neither the restatements, the allegations regarding various GAAS and GAAP errors, the claims about PwC ignoring red flags, the alleged independence violations, nor allegations regarding PwC’s pattern of misconduct, either individually or taken together, satisfied the standard for pleading scienter against an auditor. In addition, the court held that the complaint failed to plead loss causation as to PwC. Finally and importantly, the court accepted Davis Polk’s argument that the case should be dismissed with prejudice and that leave to amend should be denied because plaintiffs failed to identify what additional facts they would assert if given that opportunity.
The team who worked on the motion included partners Michael P. Carroll and Michael S. Flynn, counsel Gina Caruso and associates Russell Capone, Kathryn Carney Cole and Alex Reisen. Other members of the larger Dell-related team, associates Sheldon L. Pollock, Sheila Vera Barrett and Matteo J. Rosselli, also provided assistance. All Davis Polk team members are based in the New York office.
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 is advising Banco Santander, S.A. on its acquisition of Sovereign Bancorp, Inc., the parent company of Sovereign Bank. Santander currently owns 24.35% of Sovereign's outstanding shares.
Under the terms of the definitive transaction agreement, Sovereign shareholders will receive 0.2924 Banco Santander American Depository Shares (ADSs) for every 1 share of Sovereign common stock they own (or 1 Banco Santander ADS for 3.42 Sovereign shares). Based on the closing stock price for Santander ADSs on Friday, October 10, 2008, the transaction has an aggregate value of approximately US$1.9 billion, or US$3.81 per Sovereign share. The transaction is subject to customary closing conditions, including necessary bank regulatory approvals in the US and Spain and approval by both companies’ shareholders.
The Davis Polk corporate team includes partners Diane G. Kerr and Joseph Rinaldi and associates Aly El Hamamsy, Ashleigh S. Kyle, Scott D. Mitnick, David L. Portilla, Kyle M. Vaughn, Melissa Glass (not yet admitted), John Naughton and Phoebe Nel (not yet admitted). Partner Arthur S. Long and associate Sonia L.R. Garner are providing financial regulatory advice. Partner Edmond T. FitzGerald and associates Ron M. Aizen and Gillian Emmett Moldowan are providing employee benefits advice. Partner Michael Mollerus and associate Joshua Ruland are providing tax advice. Counsel Susan D. Kennedy and associate Lucie E. Shin are providing real estate advice. Partner Gail A. Flesher is providing environmental advice. Austin D. Brown is 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 Canda, 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 is advising Oracle Corporation on its acquisition of Primavera Software, a leading provider of project portfolio management solutions. Oracle is the world’s largest enterprise software company. The financial terms of the transaction were not disclosed. The transaction is subject to regulatory approval and is expected to close during the fourth quarter of 2008.
The Davis Polk corporate team includes partner William M. Kelly and associates Sam Kelso and Saswat Bohidar. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice. Counsel Cynthia Akard is providing employment advice. All members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell is advising Merrill Lynch as financial adviser to Advanced Micro Devices (AMD) on the creation, together with the Advanced Technology Investment Company (ATIC) of Abu Dhabi, of a US-headquartered, leading-edge semiconductor manufacturing company, to be temporarily called “The Foundry Company.” At the same time, the Mubadala Development Company intends to increase its current investment in AMD to 19.3% on a fully diluted basis.
Based in Sunnyvale, California, AMD is a leading global provider of innovative microprocessor solutions for computing, communications and consumer electronics markets. ATIC is an investment company formed by the government of Abu Dhabi to invest in advanced technology opportunities. Mubadala Development Company is a sovereign wealth fund of the Government of Abu Dhabi specializing in acquisitions.
The Davis Polk corporate team includes partner Alan F. Denenberg of the Menlo Park 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 is advising J.P. Morgan as financial adviser to ImClone Systems Inc. on its $6.5 billion acquisition by Eli Lilly and Company. The boards of directors of both companies have approved a definitive merger agreement under which Lilly will acquire ImClone through an all-cash tender offer at $70 per share, a premium of 51% to ImClone’s closing stock price on July 30, 2008, the day before the initial acquisition offer for ImClone was made public. Additionally, certain entities associated with ImClone’s chairman, Carl C. Icahn, holding approximately 14% of ImClone's outstanding common stock, have agreed to tender their shares in the tender offer.
The transaction is subject to a majority of the outstanding ImClone shares being tendered, as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act, similar requirements outside the US and other customary closing conditions. The transaction is not subject to any financing conditions and is expected to close in either the fourth quarter of 2008 or the first quarter of 2009.
The Davis Polk corporate team includes partner Phillip R. Mills and associates Sabra Easterday and Shane Tintle (not yet admitted), all of the New York office.
Davis Polk & Wardwell advised Novo Nordisk A/S on a swap of product rights with Innate Pharma SA. Under the terms of the agreement, Innate Pharma has been granted development and commercialization rights to NN1975/IPH 2101, a monoclonal antibody targeting inhibitory receptors (KIR) on natural killer cells, with a novel mechanism of action, which is currently in two phase 1 clinical trials in haematological cancers. Novo Nordisk has been granted exclusive rights to NN8555/IPH 2301, a monoclonal antibody targeting natural killer cells and certain T cells, with a novel mechanism of action, which is currently in preclinical research within the area of inflammation. In addition, Novo Nordisk will receive upfront and milestone payments, and royalties on future sales of IPH 2101.
Novo Nordisk is a health care company and a world leader in diabetes care. In addition, Novo Nordisk has a leading position within areas such as haemostasis management, growth hormone therapy and hormone replacement therapy. With headquarters in Denmark, Novo Nordisk employs approximately 26,550 employees in 80 countries and markets its products in 179 countries. In January 2008, Novo Nordisk communicated its decision to exit the oncology area and increase its activities within inflammation.
The Davis Polk corporate team included partner Thomas J. Reid and associates John B. Meade, Beth Hooton Ruiz and Nghiem Nguyen, all of the London office. Intellectual property advice was provided by partner Frank J. Azzopardi and associate Stefan Quick, both of the New York office.
Davis Polk & Wardwell is advising Citigroup Inc. on its acquisition of the banking subsidiaries of Wachovia Corporation in an FDIC-assisted transaction, creating the largest US bank by total deposits.
Under the terms of the agreement-in-principle, Citigroup will pay Wachovia approximately $2.16 billion in stock and assume Wachovia senior and subordinated debt, totaling approximately $53 billion. Citigroup also will issue $12 billion in preferred stock and warrants to the FDIC. In connection with the transaction, the FDIC has agreed to provide loss protection in connection with approximately $312 billion of mortgage-related and other Wachovia assets. Citigroup is responsible for the first $30 billion of losses on this portfolio, and is also responsible for the next $12 billion in losses up to a maximum of $4 billion per year for the next three years. The FDIC has agreed to be responsible for any further losses on this portfolio.
The Davis Polk corporate team includes partners John R. Ettinger, Phillip R. Mills, Michael Davis, Leonard Kreynin and Marc O. Williams and associates H. Oliver Smith, Scott D. Mitnick, Jeffrey M. Glasheen, Alexander N. Macleod (not yet admitted), Mark P. Holloway (not yet admitted) and Andreea Stan. Partners Randall D. Guynn and Arthur S. Long and associate Cristina Diaz are providing financial regulatory advice. Partner Michael Kaplan is providing capital markets advice. Partner E. Waide Warner Jr. and associate Damian S. Schaible are providing credit advice. Partners Avishai Shachar and Neil Barr and associate Catherine Paskoff Chang are providing tax advice. Partner Barbara Nims is providing employee benefits advice. 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 is advising Wachovia Bank in connection with its exposure under three separate secured credit facilities to WCI Communities, Inc., a major homebuilding company that filed for bankruptcy in Delaware on August 4, 2008. Wachovia is administrative agent under WCI’s $49 million tower construction facility, co-agent under WCI's $489 million revolving credit facility and held a significant position in WCI's $225 million term loan facility, and was actively involved in WCI’s attempt during the first half of 2008 to achieve an out-of-court restructuring.
Davis Polk is also advising Wachovia as administrative agent and joint lead arranger for WCI’s $150 million debtor-in-possession credit facility, which was approved by the Bankruptcy Court on September 23, 2008.
With total assets of over $2.5 billion as of March 2008, WCI is a fully integrated homebuilding and real estate services company with over 50 years of experience in the design, construction and operation of leisure-oriented, amenity-rich, master-planned communities.The credit and restructuring team advising Wachovia includes partners John Fouhey and Jinsoo H. Kim, counsel Timothy Graulich and associates Vivian Y. Wong, Hugh McCullough, Molly C. Breyfogle and Angela Doolan, all of the New York office.
The credit and restructuring team advising Wachovia includes partners John Fouhey and Jinsoo H. Kim, counsel Timothy Graulich and associates Vivian Y. Wong, Hugh McCullough, Molly C. Breyfogle and Angela Doolan, all of the New York office.
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 is advising GHL Acquisition Corp. on its combination with Iridium Holdings LLC. The transaction, unanimously approved by the board of directors of GHL Acquisition and Iridium, as well as Iridium’s major shareholders, values Iridium at $591 million enterprise value. The transaction is subject to Federal Communications Commission approval, expiration of the applicable Hart-Scott-Rodino waiting period, GHL Acquisition shareholder approval and other customary closing conditions. The transaction is expected to close in the first part of 2009 and the combined entity will be renamed “Iridium Communications Inc.” and will apply for listing on Nasdaq.
Based in Bethesda, Maryland, Iridium is a global satellite voice and data communications solutions provider. GHL Acquisition is the special-purpose acquisition company sponsored by Greenhill & Co., which raised approximately $400 million of gross proceeds earlier this year and is approximately 17.5% owned by Greenhill & Co.
The Davis Polk corporate team includes partners John K. Knight and Leonard Kreynin, associates Paul Denley Hodgdon, Marjorie White and Christopher L. Beals (not yet admitted) and former summer associate Kerry M. Shapleigh. The capital markets team includes partners Deanna L. Kirkpatrick and Mark M. Mendez and associate Jeff Ramsay. The tax team includes partner William H. Weigel and associate Nancy Chen. Counsel James P. McIntyre and associate Aaron M. Sacks are providing real estate advice. Counsel Betty Moy Huber and associate Brianne M. Lucyk are providing environmental advice. Partner Jean M. McLoughlin and counsel John T. Wright are providing benefits advice. Partner Amelia T.R. Starr is providing litigation advice. Associate Stephen M. Pepper is providing antitrust advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell today announced that former US Securities and Exchange Commissioner Annette Nazareth has joined the firm as a partner in its Washington, DC office. Ms. Nazareth will practice in the firm’s Financial Institutions Group, advising clients across a broad range of complex regulatory matters and transactions. She also will work closely with Davis Polk’s SEC enforcement practice, counseling non-financial sector corporations that are subject to government regulatory and enforcement actions.
Ms. Nazareth has been a key financial services policymaker for more than a decade. She joined the SEC Staff in 1998 as a Senior Counsel to Chairman Arthur Levitt and then served as Interim Director of the Division of Investment Management and, beginning in 1999, as Director of the Division of Market Regulation (now the Division of Trading and Markets), a position in which she oversaw the regulation of broker-dealers, exchanges, clearing agencies, transfer agents and securities information processors. In 2005, Ms. Nazareth was appointed an SEC Commissioner by President Bush. As a Commissioner, Ms. Nazareth worked on numerous groundbreaking initiatives, including execution quality disclosure rules, implementation of equities decimal pricing, short sale reforms, implementation of a voluntary regime for consolidated supervision of broker-dealer holding companies and modernization of the national market system rules. Ms. Nazareth also served as the Commission’s representative on the Financial Stability Forum from 1999 to 2008.
Since leaving the SEC in January of this year, Ms. Nazareth has served as the Rapporteur for the Group of 30 (G30) report entitled, “The Structure of Financial Supervision—Approaches and Challenges in a Global Marketplace,” which will be released on October 6. The G30 is an international body composed of the world’s leading public and private sector experts on financial regulatory systems. Earlier in her career, Ms. Nazareth held a number of senior legal positions at several investment banks. She was a Davis Polk associate from 1981 to 1986.
“We are delighted to welcome Annette, one of the nation’s foremost experts on financial regulation, back to the firm,” said John R. Ettinger, Managing Partner of Davis Polk & Wardwell. “In light of the recent unprecedented events within the financial services industry, as well as the broad, bipartisan consensus that the US financial regulatory system is in dire need of overhaul, Annette’s arrival is particularly important. She greatly bolsters our already significant financial regulatory practice as we work to help our clients navigate this most tumultuous economic environment.”
“I am so pleased to be joining Davis Polk & Wardwell at this momentous time in the financial markets. I can think of no firm that has a more talented group of lawyers or a more illustrious client base. Davis Polk & Wardwell provides the perfect platform to respond to the needs of the financial community in this volatile period,” said Ms. Nazareth.
Davis Polk regularly advises the world’s leading financial institutions across a broad range of corporate, regulatory and litigation issues. Several current significant representations include the Treasury Department and the Federal Reserve Bank of New York in the $85 billion financing package for AIG; Freddie Mac in the US government’s take over and conservatorship of the company and its commitment to provide Freddie Mac with up to $100 billion in direct financial assistance; and Citi in matters pertaining to Lehman’s bankruptcy filing, including serving as one of the principal architects of the $77 billion bank liquidity facility.
Ms. Nazareth joins several other Davis Polk lawyers who have returned to the firm after a period of government service. Other recent examples include Charles Duggan, who served as Associate White House Counsel; Joseph Hall, who was the SEC’s Managing Executive for Policy under Chairman William H. Donaldson; Scott Muller, who served as General Counsel of the Central Intelligence Agency; and Jennifer Newstead, whose positions included General Counsel of the Office of Management and Budget, Associate White House Counsel, and Principal Deputy Assistant Attorney General at the Department of Justice.
Davis Polk & Wardwell is advising Ayala Corporation in connection with a definitive agreement by which affiliates of Ayala Corporation and Providence Equity Partners will commence a tender offer in the Philippines and the United States to acquire up to all of the outstanding shares of eTelecare Global Solutions common shares and up to all of the outstanding eTelecare American Depositary Shares for US$9.00 per share in cash. The offer price represents an approximate 76% premium over the company's closing price on Nasdaq on September 18, 2008. The total transaction value is approximately US$290 million.
eTelecare Global Solutions is a Philippine provider of business-process outsourcing focusing on the complex, voice- and non-voice-based segment of customer-care services through delivery centers in the Philippines, North America and Latin America. Ayala Corporation, also based in the Philippines, is the holding company of one of the largest and most diversified business groups in the Philippines with interests that include real estate, financial services, telecommunications, electronics and information technology. Headquartered in Providence, Rhode Island, Providence Equity Partners is a global private equity firm specializing in equity investments in media, entertainment, communications and information companies around the world.
The Davis Polk corporate team includes partners John K. Knight and Luigi L. De Ghenghi and associates Paul Denley Hodgdon, Nadine M. Arendt and Amy T. Alter (not yet admitted), all of the New York office.
Davis Polk & Wardwell is advising Novo Nordisk A/S (Novo) on its acquisition of intellectual property rights and other assets from Neose Technologies, Inc. (Neose), including substantially all of Neose’s intellectual property relating to the discovery, research, development and commercialization of compounds and products for use in the prevention or treatment of acquired or hereditary hemorrhagic disorders. Novo is currently party to three agreements with Neose under which Neose licenses its intellectual property rights to develop and commercialize next-generation versions of recombinant Factors VIIa, VIII and IX. Concurrently, Neose agreed to sell to BioGeneriX AG (BGX), also its existing collaborative partner, certain other intellectual property rights of Neose it owns.
Assuming completion of the asset purchases by Novo and BGX, Novo and BGX will enter into agreements under which Novo will license or sublicense to BGX certain intellectual property acquired by Novo from Neose pursuant to the Novo asset purchase.
Consummation of the Novo asset purchase is subject to customary closing conditions, including approval by Neose’s stockholders and closing of the BGX asset purchase, and is the initial step in a contemplated liquidation of Neose.
The Davis Polk corporate team includes partners Thomas J. Reid and Jeffrey R. O’Brien and associate Sapna Dutta. Partner Frank J. Azzopardi and associate Stefan Quick are providing intellectual property advice. Partner Gail A. Flesher and associate Elisabeth Hanratty are providing environmental law advice. Partner Harry Ballan and associate Raymond J. Holst are providing tax advice. Partner Amelia T.R. Starr is providing litigation advice. All members of the Davis Polk team are based in the New York office, other than Jeffrey R. O’Brien and Sapna Dutta, who are based in the London office.
Davis Polk & Wardwell is advising Tailwind Capital Partners in connection with its agreement to acquire Archway Marketing Services in the event that an agreement to purchase Archway by a special purpose acquisition company, Union Street Acquisition Corp., is terminated. The transaction is valued at approximately $80 million.
Archway Marketing Services is a Rogers, Minnesota-based provider of outsourced marketing services to business-to-business and business-to-consumer companies in the United States, Mexico and Canada. Union Street is a blank check company organized to acquire one or more operating businesses in the business services industry. Tailwind Capital Partners is a New York-based private equity company.
The Davis Polk corporate team includes partners Leonard Kreynin and Marc O. Williams, associate Joanna A. McGinley and foreign temporary associate David Raudkivi (admitted in New Zealand). The credit team includes partner Sartaj Gill and associate George Kazakov. The tax team includes partner William H. Weigel and associate Matthew Kohley (not yet admitted). Partner Edmond T. FitzGerald and associate Ron M. Aizen are providing employee benefits advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Tripos on its acquisition of Pharsight Corporation. Based in St. Louis, Missouri, Tripos is a leading provider of drug discovery informatics products and services and is a wholly owned portfolio company of Vector Capital, a San Francisco, California-based private equity firm. Pharsight, which is based in Mountain View, California, develops and markets integrated products and services to help pharmaceutical and biotechnology companies develop therapeutic products.
Under the terms of the agreement, Tripos will acquire all of the outstanding shares of Pharsight common stock at a price of $5.50 per share in cash, for a total consideration of approximately $57 million. The acquisition is subject to customary closing conditions and is expected to close in the fourth quarter of 2008.
The Davis Polk corporate team includes partner Martin A. Wellington and associates Sam Kelso and Colin Sturt. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice. Counsel Cynthia Akard is providing employment advice. Partner Steven S. Weiner and associates Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) and Vishnu Reddy are providing intellectual property advice. All members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell advised a special committee of the board of directors of Quality Systems, Inc. in connection with a proxy contest launched by a dissident shareholder, Ahmed Hussein. Based on a preliminary tally from the company’s annual meeting of shareholders on September 4, 2008, stockholders overwhelmingly supported the company’s director nominees by electing seven out of eight members of the management slate to the nine-member board. Quality Systems’ charter provides for cumulative voting, which facilitated the election of Mr. Hussein and one other candidate from his six-person slate to the Board, based primarily on Mr. Hussein's 16.8% ownership of the company. The company's estimates also show that the proposal put forth by Mr. Hussein to amend Quality Systems’ definition of “independent director” in its bylaws was rejected by stockholders.
Irvine, California-based Quality Systems, and its NextGen Healthcare Information Systems subsidiary, develop and market computer-based practice management, patient records and connectivity and other applications and services for medical and dental group practices.
The Davis Polk corporate team includes partners Julia K. Cowles and William M. Kelly and associates Sarvenaz Madi and Caroline J. Perry, all of the Menlo Park office.
Davis Polk & Wardwell is advising Dufry AG on its US$446 million acquisition of Hudson Group. Having already purchased an 11.2% stake in mid-April 2008, Dufry agreed yesterday to acquire the remaining 88.8% of Hudson.
Dufry AG, headquartered in Basel, Switzerland, and listed on the SWX Swiss Exchange, is a leading global travel retailer operating 466 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas in 44 countries. Hudson Group, which is majority owned by private equity firm Advent International, operates 540 duty-paid stores in 70 airports and transportation terminals throughout the United States and Canada.
Under the terms of the agreement, Dufry will issue 4.2 million shares, as well as zero-coupon mandatory convertible notes, which will convert into 0.9 million Dufry shares at no premium, to the selling shareholders of Hudson. Dufry will also refinance Hudson Group’s existing debt of approximately US$390 million. The transaction is subject to customary regulatory approvals.
As part of the transaction, Dufry has structured a new five-year committed syndicated facility of approximately CHF 1.25 billion, which has been fully underwritten by a group of five banks comprising Banco Santander, BNP Paribas, ING, Raiffeisen Zentralbank and Royal Bank of Scotland. The facility will be used to refinance Hudson’s debt as well as Dufry’s existing bank debt.
The Davis Polk corporate team includes partners William H. Aaronson and John D. Amorosi, associates John B. Meade and Samuel Ollunga (not yet admitted) of the London office, former foreign temporary associate Timothy R. Blanchard, former summer associate Matthew Hart and legal assistant Lindsay M. Allen. Partners Michael Mollerus and Kathleen L. Ferrell and associates Raymond J. Holst and Catherine P. Tennant are providing tax advice. Partner Karin S. Day and associate Kenneth J. Steinberg are providing credit advice. Partner Barbara Nims and associate Natasha Sankovitch are providing employee benefits advice. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Counsel Susan D. Kennedy and associate Jonathan H. Pacheco are providing real estate advice. Partner Arthur J. Burke and associate Stephen M. Pepper are providing antitrust advice. Partner Paul Spagnoletti and associate Elliot Moskowitz are providing advice on litigation matters. Except as noted above, all members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Shionogi & Co., Ltd. on its acquisition of Sciele Pharma, Inc. Shionogi is a leading pharmaceutical firm with headquarters in Osaka, Japan. Sciele, which is based in Atlanta, Georgia, is a midsize pharmaceutical company, focused on the areas of cardiovascular disease, diabetes, women’s health and pediatric drugs.
Under the terms of the agreement, Shionogi will acquire all of the outstanding shares of Sciele common stock at a price of $31 per share, for a total consideration of approximately $1.1 billion. The acquisition is subject to customary closing conditions, including the tender of a majority of the outstanding Sciele shares on a fully diluted basis and the expiration or earlier termination of the Hart-Scott-Rodino waiting period. The tender offer is expected to close in the fourth quarter of 2008, unless extended.
The Davis Polk corporate team includes partner Theodore A. Paradise, associates Mörk Murdock, Jeremy C.R. Entwisle, Heather Eskey, Lindsey Finch, Hiroshi Sugiyama, summer associate Miles E. Hawks, former summer associate Bryan J.S. Townsend, legal specialist Shinichi Yuhara and legal assistants Nozomi Kameyama and Jennifer Connelly, all of the Tokyo office; partner Michael Davis and legal assistants Malik M. Khalil and Austin D. Brown, all of the New York office; and associates Stephen Lindholm, Niki Fang and Saswat Bohidar, all of the Menlo Park office. Partner Ray Ibrahim of the New York office is providing advice regarding Sciele’s outstanding convertible bonds. Partner Sartaj Gill and associate Justin Goldblatt, both of the New York office, are providing financing advice. Partner Steven S. Weiner and associates Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) and Vishnu Reddy, all of the Menlo Park office, are providing intellectual property advice. Partner Kyoko Takahashi Lin, associates Ron M. Aizen and Sonal Jain and legal assistant Rebekeh S. Gulash, all of the New York office, are providing employment advice. Associate Stephen M. Pepper of the New York office is providing antitrust advice. Partners Michael Mollerus and Neil Barr and associate Kevin J. Brogan, all of the New York office, are providing tax advice.
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 is advising CVS Caremark Corporation on its $2.9 billion acquisition of Longs Drug Stores Corporation. Through this acquisition, CVS Caremark will acquire Longs’ 521 retail drug stores in California, Hawaii, Nevada and Arizona, as well as its Rx America subsidiary, which offers prescription benefits management (PBM) services to over 8 million members and prescription drug plan benefits to approximately 450,000 Medicare beneficiaries. The transaction is subject to review under the Hart-Scott-Rodino Act and has other customary closing conditions. It is expected to be completed in the fourth quarter of 2008.
Based in Woonsocket, Rhode Island, CVS Caremark is the largest provider of prescriptions in the nation. Based in Walnut Creek, California, Longs is one of the most recognized retail drug store chains, operating 521 retail pharmacies on the West Coast and in Hawaii.
The Davis Polk corporate team includes partners Louis L. Goldberg and John D. Amorosi and associates Ashleigh S. Kyle, Alexander N. Macleod (not yet admitted) and Robby Sen (not yet admitted). The tax team includes partner Michael Mollerus, associate Neil Weinberg and summer associate Melissa R. Middleton. Partners Barbara Nims and Edmond T. FitzGerald and associate Natasha Sankovitch are providing benefits advice. Counsel Loyti Cheng is providing environmental advice. Partner James A. Florack and associate Jason Kyrwood are providing credit advice. Lindsay M. Allen is the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Syngenta AG on its agreement with DuPont that will broaden each company’s crop protection product portfolios and enable them to bring new products to market more efficiently. The companies will share the costs to prepare the regulatory studies for DuPont Cyazypyr™, a new broad spectrum insecticide, leading to expanded global registrations and commercialization opportunities for both companies. Cyazypyr™ is complementary to the DuPont Rynaxypyr® insect control product that Syngenta is developing in mixtures with its own leading insect-control products. Under the agreement, Syngenta will also grant DuPont access to mesotrione, the active ingredient in Callisto®. DuPont will develop mixtures with their proprietary herbicides for use on corn and sugarcane. The financial terms of the transaction were not disclosed.
Based in Switzerland, Syngenta is a world-leading agribusiness committed to sustainable agriculture through innovative research and technology. Based in Wilmington, Delaware, DuPont is a science-based products and services company offering a wide range of innovative products and services for markets including agriculture and food, building and construction, communications and transportation.
The Davis Polk corporate team includes partner Leonard Kreynin and partner Frank J. Azzopardi, who is providing intellectual property advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell was today named a “2008 Best Law Firm for Women” by Working Mother magazine and Flex-Time Lawyers LLC. The annual honor recognizes law firms whose policies take into account the issues that are most important to the retention and promotion of female lawyers.
Davis Polk was selected based on its initiatives in a number of areas, including family-friendly benefits, flexibility, leadership, compensation, and advancement and retention of women.
“Today nearly half of law school graduates are women. Law firms need to make a fundamental shift in their policies by instituting female- and family-friendly benefits as Davis Polk has done,” said Carol Evans, CEO, Working Mother Media. “We hope that by recognizing Davis Polk, who has already moved the needle, a paradigm shift will follow.”
“We hope other law firms will take notice of Davis Polk’s commitment to change, and competition will drive more creative ways to enhance work/life balance and improve the status of women in the profession,” said Deborah Epstein Henry, Founder and President, Flex-Time Lawyers LLC. Flex-Time Lawyers is a national consulting firm advising attorneys and legal employers on work/life balance.
Davis Polk is a long-time leader among major US firms in hiring and promoting women. In 1971, Davis Polk became one of the first Wall Street firms to elect a woman partner. Today, it is recognized as one of the most female-friendly firms in The Am Law 100, and its women lawyers lead numerous practice groups and committees throughout the firm.
Davis Polk was one of the first large firms to establish part-time and flextime policies for all lawyers. The policies are structured to meet the ever-changing needs of individual lawyers and the departments in which they work. At any given time, dozens of Davis Polk lawyers, including partners, are working on a reduced or flextime schedule at the firm.
“We are very pleased to be recognized for our successful efforts in creating a workplace that accommodates the needs of women and families,” said Davis Polk partner Carey Dunne, a member of the firm’s management committee. “As a firm, we continually strive to identify and establish practices that enable all of our lawyers to balance their careers with family responsibilities and other personal interests. As a result, Davis Polk offers wide-ranging flexibility in career paths and work arrangements, while maintaining the unsurpassed level of service and excellence that we have always committed to our clients.”
Davis Polk’s workplace initiatives are developed in conjunction with DPWomen, one of six affinity groups geared toward enhancing the firm’s culture. DPWomen meets regularly to discuss the interests and concerns that women have at the firm and within the legal profession in general, including such topics as work/life balance, mentoring and career development. DPWomen recently hosted a panel discussion on flextime working arrangements, which was sponsored by the National Association of Woman Lawyers (NAWL).
To be eligible for consideration by Working Mother magazine and Flex-Time Lawyers LLC, firms with at least 50 lawyers had to answer detailed questions regarding workplace benefits and professional development policies. Davis Polk is profiled in the August/September 2008 issue of Working Mother and at www.workingmother.com. More information regarding women’s initiatives at Davis Polk can be found at: http://www.dpw.com/careers/women.htm.
Davis Polk & Wardwell is advising Goldman Sachs on the sale of its holding of foreign-currency-denominated bonds in SpiceJet Limited, an Indian company listed on the Bombay Stock Exchange, to purchasers affiliated with Wilbur L. Ross Jr. In addition, Goldman Sachs is subscribing for SpiceJet warrants. The financial terms of the transaction were not disclosed.
Based in New Delhi, SpiceJet is the second-largest low-cost airline in India. Started in May 2005, SpiceJet was earlier known as Royal Airways, a reincarnation of ModiLuft. Its promoters include Ajay Singh, Sanjay Malhotra and the Kansagra family.
The Davis Polk corporate team includes partner Kirtee Kapoor, associates Zhan Chen, Shaoyun (Anna) Xu, Alan Fu and foreign temporary associate Hao Bian (not yet admitted). All members of the Davis Polk team are based in the Hong Kong office.
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 is advising Comcast Corporation on its acquisition of DailyCandy, Inc., an e-mail fashion and culture newsletter and website aimed at women. Comcast is purchasing DailyCandy from, among others, investment firm Pilot Group LLC. DailyCandy will become part of Comcast's Interactive Media division, which also houses other Comcast Internet properties, including the Fancast online video site and movie-information sites Fandango and Movies.com. The terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner William H. Aaronson and associates Jeffrey M. Glasheen and Brian Rooder. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Partner Kyoko Takahashi Lin and associate John A.B. O'Callaghan (not yet admitted) are providing benefits advice. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Counsel James P. McIntyre and associates Regina Chang and Jonathan H. Pacheco are providing real estate advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Partner Arthur J. Burke and associate Stephen M. Pepper are providing antitrust advice. Except as indicated above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Bertelsmann AG on the sale of its 50% interest in Sony BMG to Sony. The music company, to be called Sony Music Entertainment Inc., will become a wholly owned subsidiary of Sony Corporation of America. The transaction is subject to a number of conditions, including approvals of regulatory authorities in certain jurisdictions. The financial terms of the transaction were not disclosed.
As part of the transaction, the parties have also agreed to continue to share the company's manufacturing and distribution requirements between Sony DADC, Sony's manufacturing subsidiary, and Arvato Digital Services GmbH (Arvato), Bertelsmann's services company, by extending the agreements with Arvato for additional terms of up to six years. In addition, Bertelsmann will be taking over selected European music catalog assets from Sony BMG.
Sony BMG is a global recorded music joint venture created by Sony and Bertelsmann in 2004. Bertelsmann is an international media company, encompassing television (RTL Group), book publishing (Random House), magazine publishing (Gruner & Jahr), music (BMG), media services (Arvato) and media clubs (Direct Group) in more than 50 countries. Sony is a leading manufacturer of audio, video, game, communications, key device and information technology products for the consumer and professional markets.
The Davis Polk corporate team includes partners Christopher Mayer and Michael Davis, associates Emmanuel Cohen and Wendy M. Phillips and foreign temporary associate Karen Christina Pelzer (admitted in Frankfurt). Partner Frank J. Azzopardi and associates Drew Glover and Matthew J. Bacal are providing intellectual property advice. The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin and associate Ron M. Aizen are providing benefits advice. Laura Lea Bryant and Joshua Cho are the legal assistants on the transaction. All members of the Davis Polk team are based in the New York office.
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 is advising Metalmark Capital LLC and Greenhill Capital Partners on their $305 million acquisition of BreitBurn Energy Partners LP from Provident Energy Trust. The acquisition consists of $295 million in cash and a $10 million note. The size of the stake acquired was not disclosed.
Metalmark Capital is a New York-based principal investment firm specializing in all stages of development in middle market businesses. Greenhill Capital is a New York-based private investment firm specializing in investments in buyouts, recapitalizations and growth capital financings in middle market companies. BreitBurn Energy is a Los Angeles, California-based independent oil and gas limited partnership, focused on the acquisition, exploitation and development of oil and gas properties for the purpose of generating cash flow to achieve its goal of providing stable and growing cash distributions to unitholders. Provident Energy is a Calgary, Canada-based open-end investment trust.
The Davis Polk corporate team includes partner John A. Bick, associates Paul Denley Hodgdon, Brian Rooder and David M. Hutchins and summer associate Gerald M. Moody. The tax team includes partner Mary Conway and associate Craig A. Phillips. Partner Gail A. Flesher, counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental advice. Partner Jean M. McLoughlin and associate Sonal Jain are providing employee benefits advice. Counsel James P. McIntyre and associate Alan R. Lewis are providing real estate advice. Partner Lawrence E. Wieman and associates Carson T. Stewart, Vivian Y. Wong and Jeffrey Meriggi (not yet admitted) are providing credit advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Oracle Corporation on its acquisition of Global Knowledge Software (GKS), a division of Global Knowledge Inc., a portfolio company of Welsh, Carson, Anderson & Stowe. Oracle is the world's largest enterprise software company. GKS is based in King of Prussia, Pennsylvania, and is a leading provider of self-service training automation software. The financial terms of the transaction were not disclosed. The transaction is subject to regulatory approval and is expected to close during the third quarter of 2008.
The Davis Polk corporate team includes partner William M. Kelly and associates Sam Kelso, Sarvenaz Madi and Colin Sturt. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa are providing tax advice. Counsel Cynthia Akard is providing employment advice. All members of the Davis Polk team work in the Menlo Park office.
Davis Polk & Wardwell is advising Nautilus Hyosung on its acquisition of Triton Systems of Delaware, Inc. from Dover Corporation. The financial terms of the transaction were not disclosed. The transaction is subject to regulatory approval and is expected to close during the third quarter of 2008.
Nautilus Hyosung, a subsidiary of South Korea-based Hyosung Corporation, is a global manufacturer of complete ATM solutions, including hardware, software and services to the entire ATM market. Triton Systems of Delaware is a global provider of ATMs. The Dover Corporation is a global portfolio of manufacturing companies.
The Davis Polk corporate team includes partner Leonard Kreynin of the New York office, partner Kirtee Kapoor of the Hong Kong office, associates Terrence R. O'Donnell (not yet admitted) and Samuel O. Ollunga (not yet admitted) of the New York office, associates Hyun Kim and Meng Lai of the Hong Kong office and summer associate Jason Vitullo of the New York office. Partner Paul W. Bartel II and associate Stephen M. Pepper of the New York office are providing antitrust advice. The tax team includes partner Neil Barr and associate Gregory T. Hannibal of the New York office. Partner Frank J. Azzopardi and associates Joshua M. Kaplan and Stefan Quick of the New York office are providing intellectual property advice. Partner Gail A. Flesher and associate Hayden Baker of the New York office are providing environmental advice. Partner Jean M. McLoughlin and associate John A.B. O'Callaghan (not yet admitted) of the New York office are providing employee benefits advice.
Davis Polk & Wardwell is advising Morgan Stanley and Goldman Sachs as financial advisers to KKR & Co. L.P. (KKR) in connection with its acquisition of all of the assets, and assumption of all of the liabilities, of KKR Private Equity Investors, L.P. (KPE), and, in conjunction therewith, KKR's public listing on the New York Stock Exchange under the symbol KKR. Under the terms of the agreement, which has been unanimously approved by the board of directors of KPE’s general partner, KPE unitholders and related depositary units would receive equity interests in KKR, after which KPE would be dissolved and delisted from Euronext Amsterdam. Upon completion of the transaction, those interests would constitute 21% of the equity in the combined business. The remaining 79% would be retained by KKR executives. In addition, KPE unitholders would receive a contingent value interest providing consideration of up to an additional 6% of the equity in the combined company as of the completion of the transaction to the extent that KKR units trade below a specified threshold, tied to KPE's June 30, 2008, net asset value, three years after completion of the transaction. The transaction is subject to approval by KPE unitholders holding a majority of KPE's common units (excluding for such purpose units whose vote is controlled by KKR and its affiliates) and other customary closing conditions.
The Davis Polk corporate team includes partners Richard D. Truesdell Jr. and John K. Knight of 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 is serving as lead counsel to Frontier Airlines Holdings Inc. in securing a $75 million DIP financing commitment from Washing
