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.
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 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 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 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 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 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 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 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 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 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 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 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 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 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 is serving as lead counsel to Frontier Airlines Holdings Inc. in securing a $75 million DIP financing commitment from Washington, DC private equity firm Perseus LLC, as part of its Chapter 11 reorganization. Perseus would also serve as equity sponsor for Frontier's plan of reorganization, allowing Perseus to purchase 79.9% of the equity in the reorganized company for $100 million. The DIP facility and plan sponsorship are subject to bankruptcy court approval and various other conditions.
Frontier operates jet service carriers linking its Denver hub to 46 cities coast-to-coast, 8 cities in Mexico and 1 city in Canada. Frontier Holdings and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the US Bankruptcy Code on April 10, 2008, in the Southern District of New York. On July 25, Frontier filed motions with the Bankruptcy Court for the Southern District of New York seeking approval of the proposed DIP financing and plan sponsorship proposal. Under the terms of the proposed DIP credit facility, Frontier will be able to access a $40 million first tranche immediately upon court approval and $35 million when the plan sponsorship agreement and final DIP order are approved at a later date.
The Davis Polk corporate team includes partners Juliet Cain, Marshall S. Huebner and Nancy L. Sanborn, counsel Timothy Graulich, associates Karla Booth, Jason Kyrwood, Hugh McCullough, Damian S. Schaible, H. Oliver Smith, Hilary Dengel, Pheabe S. Morris, Carson T. Stewart, Eli James Vonnegut, Alexander Young-Anglim, and summer associate Marissa A.L. Jackson. Counsel Betty Moy Huber and associate Elisabeth Hanratty are providing environmental law advice. Partner Kathleen L. Ferrell and associates Joshua Ruland and Ari Weinstein are providing tax advice. Partner Jean M. McLoughlin, counsel George R. Ince Jr. and associate Ada Dekhtyar Karczmer are providing employment law advice. Alfonso Silva is the legal assistant on the deal. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell served as US counsel to the Swedish government and Vin & Sprit (V&S) in connection with the $455 million sale of the 10% interest in Beam Global Wines and Spirits (BGWS) held by V&S to Fortune Brands, the owner of the remaining 90% interest in BGWS.
V&S is an international producer and distributor of alcoholic beverages such as the Absolut Vodka brand. Deerfield, Illinois-based BGWS is a premium spirits company and maker of the #1 selling bourbon worldwide, Jim Beam. Fortune Brands is a leading consumer products company headquartered in Deerfield, Illinois.
The Davis Polk corporate team included partner Phillip R. Mills and associate Ashleigh S. Kyle. Partner Ronan P. Harty and associate Ian R. Rooney provided antitrust advice. Partner Gail A. Flesher and associate Hayden Baker provided environmental advice. The tax team included partner Kathleen L. Ferrell and associate Joanna Mork. Partners Arthur F. Golden and Joel M. Cohen and associate Edward N. Moss provided litigation advice. All members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Tailwind Capital Partners as a provider of equity financing in connection with the approximately $670 million sale by Sprint Nextel of approximately 3,300 wireless communication towers to TowerCo. Soros Strategic Partners II LP, Stone Tower Equity Partners and Vulcan Capital were also sponsors providing equity financing for the transaction. The specific number of towers and the final purchase price will be determined at closing. The transaction is subject to customary closing conditions and is expected to close in 90 days.
Based in Overland Park, Kansas, Sprint Nextel is a wireless telecommunications service provider. Cary, North Carolina-based TowerCo is a wireless communications towers company.
The Davis Polk corporate team includes partner John A. Bick and associates Vijay J. Shroff, Cherie Chen and Drew Glover. The tax team includes partners Kathleen L. Ferrell and Neil Barr. Janine Samuel is the legal assistant on the transaction.
Davis Polk & Wardwell is advising Roche on its approximately $44 billion offer to acquire all of the outstanding publicly held shares in Genentech. Roche acquired a majority of Genentech in 1990 and currently owns 55.9% of all outstanding shares.
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. San Francisco, California-headquartered Genentech is a leading biotechnology company.
The Davis Polk corporate team includes partners Arthur F. Golden, Christopher Mayer and John H. Butler, associates Sophia Hudson and William J. Chudd and summer associates Brett Daniel Fieldston and Gina Cora, all of the New York office. Partner Lawrence Portnoy and associates Scott B. Luftglass and Jane M. Morril (not yet admitted), all of the New York office, are providing litigation advice. Partner Ronan P. Harty of the New York office is providing antitrust advice. Partner Michael Mollerus of the New York office is providing tax advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office are providing employment advice. Counsel Margaret M. Ayres of the Washington, DC, office is providing regulatory advice.
Davis Polk & Wardwell is advising Roche on its $125 million acquisition of Mirus Bio Corporation. The transaction is subject to customary closing conditions and is expected to close during the second half of 2008
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused health care groups in the fields of pharmaceuticals and diagnostics. Mirus Bio is a privately owned Madison, Wisconsin-based company that focuses on the discovery and development of innovative nucleic acid-based technologies, including a proprietary RNAi (Ribonucleic Acid interference) delivery platform.
The Davis Polk corporate team includes partner Marc O. Williams, associates James E. Elworth and Christopher L. Beals (not yet admitted) and foreign temporary associate David Raudkivi (not yet admitted), all of the New York office. Partner Steven S. Weiner and associates Stefan Quick and Joshua M. Kaplan, all of the New York office, and associates Vishnu Reddy and Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) of the Menlo Park office, are providing intellectual property advice. Partner Jean M. McLoughlin and associate Sonesh S. Chainani of the New York office, and summer associate Joanna Geneve of the London office, are providing employment advice. The tax team includes partner Michael Mollerus and associate Christine E. Graham (not yet admitted) of the New York office. Partner Gail A. Flesher and associate Brianne M. Lucyk of the New York office are providing environmental advice. Partner Joel M. Cohen and associate Edward N. Moss of the New York office are providing antitrust advice
Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Cleveland-Cliffs on its $10 billion acquisition of Alpha Natural Resources. Under the terms of the agreement, Alpha stockholders will receive 0.95 Cleveland-Cliffs common shares and $22.23 in cash for each share of Alpha stock. The combined company will be renamed Cliffs Natural Resources. The transaction, which is expected to close by the end of 2008, is subject to shareholder approval, customary closing conditions and regulatory approvals.
Based in Cleveland, Ohio, Cleveland-Cliffs is an international mining company, the largest producer of iron ore pellets in North America and a major supplier of metallurgical coal to the global steelmaking industry. Abingdon, Virginia-based Alpha Natural Resources is a leading supplier of high-quality Appalachian coal to the steel industry, electric utilities and other industries.
The Davis Polk corporate team includes partner George R. Bason Jr. and associate William J. Chudd, both of the New York office.
Davis Polk & Wardwell is advising Bertelsmann in connection with its sale of Direct Group North America to an affiliate of The Najafi Companies, LLC. The financial terms between the parties, both privately held, were not disclosed.
Direct Group North America is one of the largest direct marketers of books, DVDs and recorded music in the US and Canada. Its many well-known consumer brands, such as “Book-of-the-Month Club” and “Columbia House,” serve millions of members through their club catalogs and online. 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. The Najafi Companies is a private investment firm based in Phoenix, Arizona.
The Davis Polk corporate team includes partner Christopher Mayer, associates David L. Portilla and Andreea Stan (not yet admitted) and foreign temporary associate Karen C. Pelzer (admitted in Frankfurt only). The tax team includes partner Harry Ballan and associate Raymond J. Holst. Partner Kyoko Takahashi Lin, counsel John T. Wright and associate Ron M. Aizen are providing benefits advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Counsel James P. McIntyre and associate Jonathan H. Pacheco are providing real estate advice. Partner Gail A. Flesher and associate Brianne M. Lucyk are providing environmental advice. Joshua Cho 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 COFCO Limited, China’s largest national agricultural trading and processing company, in connection with its acquisition of 7,000,000 shares, or 4.95% of Smithfield’s common stock at a purchase price per share equal to the closing price of Smithfield’s common stock on the pricing date for a proposed offering of convertible senior notes by Smithfield. With sales of $11 billion, Smithfield is a leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs.
In connection with the acquisition, Smithfield has agreed to nominate Mr. Gaoning Ning, chairman of COFCO, for election as a director at its 2008 annual shareholders’ meeting. COFCO’s investment in Smithfield is passive in nature and the purchase agreement contains standstill provisions.
The initial 3.1 million of shares is expected to be delivered following the offering of Smithfield’s convertible senior notes. Settlement on the remainder of the shares will be subject to completion of Hart-Scott-Rodino antitrust review.
The Davis Polk corporate team includes partners Jeffrey Small and John M. Brandow of the New York office, Show-Mao Chen and Howard Zhang of the Beijing office, and partner Kirtee Kapoor, associates Shaoyun (Anna) Xu and Li Han of the Hong Kong office, and summer associate Adam J. Ross of the New York office. Partner Po Sit and associate Neil Weinberg of the New York office are providing tax advice. Partner Joel M. Cohen and associate Stephen M. Pepper of the New York office are providing HSR advice. Partner Randall D. Guynn of the New York office and counsel Margaret M. Ayres of the Washington, DC, office are providing regulatory advice. Ka Ying (Candice) Ng of the Hong Kong office is the legal assistant for the transaction.
Davis Polk & Wardwell is advising Photon Dynamics, Inc. in connection with its proposed $290 million acquisition by Orbotech Ltd. Based in San Jose, California, Photon Dynamics is a provider of flat panel display test and repair systems. Headquartered in Yavne, Israel, Orbotech designs, manufactures and markets automated inspection equipment for printed circuit boards and flat panel displays.
Under the terms of the merger agreement, Photon Dynamics shareholders will receive $15.60 in cash for each Photon Dynamics share, valuing the transaction at approximately $290 million. The transaction is expected to close during the second half of 2008 and is subject to customary closing conditions, including approval by Photon Dynamics’ shareholders and regulatory clearances.
The Davis Polk corporate team includes partners William M. Kelly and Mischa Travers, associates Peter M. Lamb, Kenneth Hwang and Stephen Lindholm and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office are providing tax advice. Counsel Cynthia Akard of the Menlo Park office is providing employee benefits advice. 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) of the Menlo Park office are providing intellectual property advice. Counsel Margaret M. Ayres and associate Bethany K. Hipp of the Washington, D.C., office are providing regulatory advice. Michael Nguyen and Jessica L. Talbot of the Menlo Park office are the legal assistants for the transaction.
Davis Polk & Wardwell is advising Cadence Design Systems, Inc. in connection with its proposal to acquire Mentor Graphics Corporation for $16 per share in cash. Based in San Jose, California, Cadence Design Systems enables global electronic-design innovation and plays an essential role in the creation of today's integrated circuits and electronics. Mentor Graphics is based in Wilsonville, Oregon.
The Davis Polk corporate team includes partners Francis S. Currie and Martin A. Wellington of the Menlo Park office, partner Leonard Kreynin of the New York office, associates Zachary Patton, Jeffrey M. Smith and Stephen Lindholm of the Menlo Park office, and summer associate David Zelkind of the Menlo Park office. The regulatory team includes partners Arthur J. Burke, Christopher B. Hockett, associates Rajat Soni and Nathan Lipscomb and summer associate John Dalton, all of the Menlo Park office. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa, both of the Menlo Park office, are providing tax advice. Partner Jean M. McLoughlin of the New York office and counsel Cynthia Akard of the Menlo Park office are providing employee benefits advice.
Davis Polk & Wardwell is advising DLJ Merchant Banking Partners on its €4.30 per share, or a maximum of €290.8 million, offer to buy Guala Closures SpA. Italian bank Intesa Sanpaolo will take a 20% stake in GCL Holdings Sarl, the vehicle company set up for the offering, by the start of the acceptance period.
Italian Guala Closures is among the worldwide leaders in the production of non-refillable closures for spirits, beverages and edible oil. DLJ Merchant Banking Partners is a private equity investment affiliate of Credit Suisse.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Scott D. Mitnick, Stevan R.B. Nicholas and Vijay J. Shroff of the New York office. The tax team includes partner Mary Conway and associates Joanna Mork and Catherine Paskoff Chang of the New York office, and partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office.
Davis Polk & Wardwell advised the board of directors of Guaranty Financial Group Inc. (GFG) in connection with private placement agreements entered into with several investors to receive a capital infusion that, when added to the $38.4 million investment by TRT Financial Holdings, LLC on May 30, 2008, will result in total gross proceeds raised of approximately $600 million.
The agreements call for GFG to issue 5.54 million shares, in the aggregate, of a series of convertible perpetual cumulative preferred stock for $51.70 per share, for an aggregate purchase price of approximately $287 million. Approval by Guaranty’s stockholders is required before the conversion feature of the convertible preferred stock can be exercised. Each share of convertible preferred stock will automatically convert into 10 shares of GFG common stock after stockholder approval and necessary regulatory approvals are received. A separate agreement has also been entered into with several investors to purchase, for an aggregate purchase price of $275 million, units comprising subordinated debt to be issued by Guaranty Bank and, in the aggregate, 638,000 shares of convertible preferred stock.
Guaranty Financial Group Inc. is the second-largest publicly traded financial institution holding company headquartered in Texas and one of the 50 largest publicly traded financial institution holding companies based in the US ranked by asset size.
The Davis Polk corporate team included partner William M. Kelly and summer associate Micah G. Block of the Menlo Park office and partner Randall D. Guynn of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office provided tax advice.
Davis Polk & Wardwell advised VF Corporation on its acquisition of one-third of the capital stock of Mo Industries Holding, Inc. The agreement provides a mechanism whereby VF may acquire the balance of the capital stock in the early part of 2009. The financial terms of the transaction were not disclosed.
VF Corporation is a Greensboro, North Carolina-based global leader in lifestyle apparel with a diverse portfolio of jeanswear, outdoor, imagewear, sportswear and contemporary apparel brands. Its principal brands include Wrangler, Lee, Riders, The North Face, Vans, Reef, Eagle Creek, Eastpak, JanSport, Napapijri, Nautica, Kipling, John Varvatos, 7 For All Mankind, lucy, Majestic and Red Kap. Mo Industries is the Los Angeles-based owner of the Splendid and Ella Moss women's contemporary sportswear brands.
The Davis Polk corporate team included partner George R. Bason Jr. and associate Scott D. Mitnick of the New York office, and partner Julia K. Cowles and associates Robert J. Maynes and Vincent T. Cannon of the Menlo Park office. Associate Stephen M. Pepper of the New York office provided antitrust advice. Partner Rachel D. Kleinberg and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Counsel Cynthia Akard of the Menlo Park office provided benefits advice.
Davis Polk & Wardwell advised Altria Group, Inc. in connection with its sale on March 25, 2008, of 120 Park Avenue, New York, New York, for the purchase price of $525 million to a subsidiary of Global Holdings, Inc., a private US real estate investment company, which is part of Eyal Ofer family interests. As part of the transaction, Altria leased back a floor, and Philip Morris International Inc., a Virginia corporation and a subsidiary of Altria, which was subsequently spun off by Altria, leased three floors with approximately 74,500 aggregate rentable square feet.
The Davis Polk corporate team included partner Thomas Patrick Dore Jr., counsel Susan D. Kennedy and associates Karla Booth, Jonathan H. Pacheco and Jeffrey Meriggi (not yet admitted). Partner Gail A. Flesher and associate Brianne M. Lucyk provided environmental advice. Kathleen T. Ray was the legal assistant for the transaction. All members of the Davis Polk team work in the New York office.
Davis Polk & Wardwell is advising Comcast Corporation on its acquisition of Plaxo, Inc., a California-based Internet company that develops automatically updating address book software and social networking software. The terms of the transaction were not disclosed.
The Davis Polk corporate team includes partner William H. Aaronson and associates Eli J. Vonnegut (not yet admitted) and Robby Sen (not yet admitted). Partner Rachel D. Kleinberg of the Menlo Park office is providing tax advice. Partner Kyoko Takahashi Lin and associate Sam I. Valverde (not yet admitted) are providing benefits advice. Counsel Betty Moy Huber and associate Fiona Watson D'Souza are providing environmental advice. Counsel Joseph J. Sperber and associate Alan R. Lewis are providing real estate advice. Associates Frank J. Azzopardi, Matthew J. Bacal and Christopher L. Beals (not yet admitted) are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Samuel Lines is the legal assistant on the transaction. Except as indicated above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising Tyco Electronics Ltd. on the sale of its Radio Frequency Components and Subsystem business to Cobham Defense Electronic Systems for $425 million in cash. The transaction is subject to customary regulatory approvals and is expected to close by the end of 2008.
Tyco Electronics’ Radio Frequency Components and Subsystem business, with approximately 2,000 employees primarily located at 11 locations throughout the United States and Europe, designs, manufactures and markets amplifiers, antennas, attenuators, diodes, signal generators, limiters, transistors, modulators and mixers, and microwave and millimeter wave integrated circuits for the aerospace, defense and commercial markets. Cobham Defense Electronic Systems, a subsidiary of Cobham plc, designs and manufactures microwave components, integrated assemblies and sub-systems for the US Department of Defense and other military and government customers around the world.
The Davis Polk corporate team includes partner William H. Aaronson and associates Paul D. Hodgdon, Darren S. Klein and Ron E. Garber (not yet admitted), as well as associate Emiliano Tornese (not yet admitted) of the London office. Partner Kyoko Takahashi Lin and associates Sonal Jain (not yet admitted) and Sam I. Valverde (not yet admitted) are providing employee benefits advice. Associates Frank J. Azzopardi, Stefan Quick and Joshua M. Kaplan (not yet admitted) are providing intellectual property advice. Partner Arthur J. Burke is providing antitrust advice. Counsel Betty Moy Huber and associate Brianne M. Lucyk are providing advice as to environmental matters. Associate Regina Chang is providing real estate advice. Partner Lawrence E. Wieman is providing credit advice. Partner Rachel D. Kleinberg of the Menlo Park office and associate Neil Barr are providing tax advice. Joshua Cho is the legal assistant for the transaction. Except as noted above, all members of the Davis Polk team are based in the New York office.
Davis Polk & Wardwell is advising GSC Acquisition Company (GSCAC) on its $1.3 billion merger with Complete Energy Holdings, LLC. Under the terms of the transaction agreements, GSCAC is expected to issue approximately $440 million of new equity to Complete Energy’s current owners and to other holders of debt and equity of Complete Energy subsidiaries, assume approximately $627 million of net project-level debt, and retire other debt and pay transaction expenses of approximately $183 million, and a GSCAC subsidiary will also issue a $50 million mezzanine note. The transaction is subject to shareholder approval and to customary closing conditions, including regulatory approvals.
GSC Acquisition Company is a special-purpose acquisition company whose manager completed its initial public offering in June 2007 and trades on the AMEX under the ticker “ GGA.” Headquartered in Houston, Texas, Complete Energy is an independent power-generating company established in January 2004 to acquire, own and operate merchant and contracted electricity-generating facilities in key US markets.
The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Jeffrey Wool, Emmanuel Cohen, Phillip G. Sharp, Andrea Buti (not yet admitted), Melba Ethel Kapesa (not yet admitted) and Kerry Kopke (not yet admitted). The capital markets team includes partners Richard A. Drucker and Deanna L. Kirkpatrick and associates Jeff Ramsay and Michael Segall. The tax team includes partner William H. Weigel and associate Nancy Chen. Partner Gail A. Flesher and associates Hayden Baker and Elisabeth Hanratty are providing environmental advice. Counsel John T. Wright and associate Sam I. Valverde (not yet admitted) are providing employee benefits advice. Partner Jinsoo H. Kim and associates Norberto E. Quintana, Pheabe S. Morris and Andrea J. Gildea are providing credit advice. Counsel James P. McIntyre and associates Regina Chang, John Naughton (not yet admitted) and Alan R. Lewis are providing real estate advice. Associate Frank J. Azzopardi is providing intellectual property advice. Kara N. Johnson, Audrey T. Nelson and Bernadette M. Sullivan are the legal assistants on the transaction.
Davis Polk & Wardwell is advising Comcast Corporation on its $1.05 billion investment in a new public company resulting from the combination of the high-speed wireless businesses of Sprint Nextel Corporation and Clearwire Corporation. The new company, which will be named Clearwire, will be focused on expediting the deployment of the first nationwide mobile WiMAX network to provide a true mobile broadband experience for consumers, small businesses, medium and large enterprises, public safety organizations and educational institutions.
Intel, Google, Time Warner Cable and Bright House Networks will also invest in Clearwire, at a target price of $20 per share, for a total investment in the new venture of $3.2 billion. The total transaction value will be approximately $14.5 billion, assuming an investment price of $20.00 per share.
The Davis Polk corporate team includes partners David L. Caplan, Carole Schiffman and Marc O. Williams, associates William J. Chudd, James E. Elworth, Jeffrey M. Glasheen, Paul D. Hodgdon, Sophia Hudson, Joanna A. McGinley, James Zha, Andrew M. Delia (not yet admitted), Melba E. Kapesa (not yet admitted), David Raudkivi (not yet admitted) and Eli J. Vonnegut (not yet admitted), and foreign temporary associate Timothy R. Blanchard (not yet admitted). Partner Avishai Shachar and associates Neil Barr and Kent Heggerud are providing tax advice. Partner
