Davis Polk & Wardwell In The News
DP&W deals and cases in the news

• Davis Polk Advises AMIS Holdings on Its Proposed Acquisition by ON Semiconductor
  Davis Polk & Wardwell is advising AMIS Holdings, Inc., the parent company of AMIS Semiconductor, in connection with its proposed acquisition by ON Semiconductor Corporation.
• Eisai Co., Ltd. to Acquire MGI Pharma, Inc.
  Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser and dealer-manager for Eisai Co., Ltd. (Eisai) in connection with its acquisition of MGI Pharma, Inc. (MGI). Under the terms of the agreement, Eisai will acquire MGI in an all-cash transaction for approximately $3.9 billion. The acquisition will be conducted by means of a tender offer for all of the issued and outstanding shares of MGI, followed by the merger of MGI with Eisai’s acquisition subsidiary. The tender offer is subject to a number of customary closing conditions and is expected to close in the first quarter of 2008.
• PROS Common Stock Offering
  Davis Polk & Wardwell advised J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. as joint book-running managers of the $83.75 million SEC-registered offering of 5,000,000 shares of common stock of PROS Holdings, Inc. In the offering, PROS sold 65,000 shares and selling stockholders sold 4,935,000 shares.
• Davis Polk Advises Comcast SportsNet, as managing partner of FSN Bay Area, on the Extension of FSN Bay Area’s San Francisco Giants Rights Agreement
  Davis Polk & Wardwell is advising Comcast SportsNet, as managing partner of FSN Bay Area, on the long-term extension of FSN Bay Area’s existing rights agreement and media partnership with the San Francisco Giants baseball team. Terms of the transaction were not disclosed.
• Microchip Convertible Debentures Offering
  Davis Polk & Wardwell advised J.P. Morgan Securities Inc. as sole book-running manager of a $1.03 billion Rule 144A offering by Microchip Technology Incorporated of its 2.125% junior subordinated convertible debentures due 2037.
• BM&F US$3.3 Billion IPO
  Davis Polk & Wardwell advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Itaú Securities, Inc., Morgan Stanley & Co. Incorporated, Bradesco Securities Inc. and J.P. Morgan Securities Inc. as joint bookrunners on the Rule 144A/Regulation S initial public offering of Bolsa de Mercadorias & Futuros-BM&F S.A., one of the world’s largest futures exchanges, the largest in Latin America and the only futures exchange operating in Brazil. Certain selling shareholders offered an aggregate of 299,184,846 common shares, listed on the São Paulo Stock Exchange, for a total of approximately US$3.3 billion.
• General Electric $4 Billion Notes Offering
  Davis Polk & Wardwell advised Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated as joint bookrunners in connection with an SEC-registered offering by General Electric of $4 billion aggregate principal amount of 5.25% notes due 2017.
• Penn Virginia Corporation Concurrent Common Stock and Convertible Notes Offerings
  Davis Polk & Wardwell advised J.P. Morgan Securities Inc., Lehman Brothers Inc. and RBC Capital Markets Corporation as joint book-running managers on an SEC-registered offering by Penn Virginia Corporation of 3,450,000 shares of common stock.
• Van der Moolen Sells NYSE Specialist Activities to Lehman Brothers
  Davis Polk & Wardwell is advising Van der Moolen Holdings NV in connection with its agreement to sell certain assets related to its New York Stock Exchange specialist activities to Lehman Brothers Inc.
• PepsiCo, Inc. Senior Notes Offering
  Davis Polk & Wardwell advised PepsiCo, Inc. on its SEC-registered debt shelf takedown of $1 billion aggregate principal amount of its 4.65% senior notes due 2013.
• The McGraw-Hill Companies, Inc. Senior Notes Offering
  Davis Polk & Wardwell advised Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc. and J.P. Morgan Securities Inc. as representatives of the underwriters in connection with an SEC-registered offering by The McGraw-Hill Companies, Inc. of $1.2 billion aggregate principal amount of unsecured senior notes, which consisted of $400 million principal amount of 5.375% senior notes due 2012, $400 million principal amount of 5.900% senior notes due 2017 and $400 million principal amount of 6.550% senior notes due 2037.
• PIMCO Income Opportunity Fund IPO
  Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC in connection with the initial public offering by PIMCO Income Opportunity Fund of $325 million of its shares of common stock.
• E*TRADE Receives Cash Infusion from Citadel
  Davis Polk & Wardwell is advising E*TRADE Financial Corp. in connection with a $2.5 billion investment led by affiliates of Citadel Investment Group.
• Philips to Acquire Genlyte in All-Cash Transaction
  Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to The Genlyte Group Incorporated ("Genlyte") in connection with its sale to Philips Holding USA Inc. ("Philips"), a wholly owned subsidiary of Royal Philips Electronics.
• Internet Brands, Inc. IPO
  Davis Polk & Wardwell advised Thomas Weisel Partners LLC as sole bookrunner and the representative of the underwriters in connection with the initial public offering of 6,000,000 shares of common stock of Internet Brands, Inc. for $48 million.
• Virtual Radiologic Corporation IPO
  Davis Polk & Wardwell advised Goldman, Sachs & Co. as the sole book-running manager in connection with the initial public offering of 4,600,000 shares of common stock of Virtual Radiologic Corporation (VRC) for approximately $78.2 million.
• Davis Polk Advises Affymetrix on Its Convertible Notes Offering
  Davis Polk & Wardwell advised Affymetrix, Inc. on its SEC-registered offering of $275 million aggregate principal amount of its 3.50% convertible senior notes due 2038. J.P. Morgan Securities Inc. acted as the sole book-running manager for the transaction.
• EnerNOC, Inc. Common Stock Offering
  Davis Polk & Wardwell advised Credit Suisse Securities (USA) LLC as sole bookrunner and representative of the underwriters on a $107.5 million public offering of 2,500,000 shares of common stock of EnerNOC, Inc.
• ESML Intressenter Proposes to Acquire Securitas Direct
  Davis Polk & Wardwell is serving as U.S. counsel to EQT Partners in connection with the cash offer to acquire Securitas Direct AB by ESML Intressenter AB, a venture indirectly jointly owned by EQT V, Saeki AB, Melker Schoerling AB and Investment AB Latour.
• Capitol Acquisition Corp. IPO
  Davis Polk & Wardwell advised Citigroup Global Markets Inc. as sole book-running manager and Ladenburg Thalmann & Co. Inc. as co-manager in connection with the initial public offering of 25 million units of Capitol Acquisition Corp. for an aggregate of $250 million.
• Bunge Mandatory Convertible Preference Share Offering
  Davis Polk & Wardwell advised Citigroup Global Markets Inc. as sole underwriter in connection with an SEC-registered offering by Bunge Limited of US$862.5 million of its 5.125% cumulative mandatory convertible preference shares with a liquidation preference of US$1,000 per share.
• NewStar Financial Corp. to Issue $125 Million of Common Stock
  Davis Polk & Wardwell is advising Corsair Capital Partners as one of the subscribers in an issuance by NewStar Financial of $125 million of common stock in a PIPES transaction.
• SandRidge Energy, Inc. IPO
  Davis Polk & Wardwell advised Lehman Brothers Inc., Goldman, Sachs & Co. and Banc of America Securities LLC as the joint book-running managers in connection with the initial public offering of 32,379,500 shares of common stock of SandRidge Energy, Inc. for approximately $840 million. The shares are listed on the NYSE.
• American Financial Realty Trust to Be Acquired by Gramercy Capital Corp.
  Davis Polk & Wardwell is advising Greenhill & Co., LLC as financial adviser to American Financial Realty Trust (AFRT) in connection with the acquisition of AFRT by Gramercy Capital Corp.
• Neutral Tandem, Inc. IPO
  Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and CIBC World Markets Corp. as lead manager