Sullivan & Cromwell's recent Palo Alto M&A experience includes representations of:
 
  • Alcatel-Lucent, in its $16.6 billion acquisition by Nokia.
     
  • Amgen, in its $10.5 billion acquisition of Onyx Pharmaceuticals and its $1.16 billion acquisition of Micromet.
     
  • Anheuser-Busch InBev, in a number of significant transactions, including in connection with Constellation Brands’ acquisitions of Anheuser-Busch InBev’s state-of-the-art glass production plant in Nava, Coahuila, Mexico and its high-density warehouse, land and rail infrastructure at the same site for a cumulative purchase price of approximately $300 million; its $2.9 billion sale of Compañía Cervecera de Coahuila to Constellation Brands; and its $20.1 billion acquisition of the remaining stake it did not already own in Grupo Modelo.
     
  • AT&T, in a number of significant transactions, including in its $1.875 billion acquisition of Nextel Mexico; its $2.5 billion acquisition of Iusacell; and its $2 billion sale of incumbent local exchange operations in Connecticut to Frontier Communications.
     
  • Eastman Kodak, in its global settlement agreement with the U.K. Kodak Pension Plan (KPP), including the $650 million spin-off of Kodak’s Personalized Imaging and Document Imaging businesses to the KPP and the release of Kodak and its affiliates from approximately $2.8 billion of pension-related liabilities.
     
  • Fiserv, in its $465 million acquisition of CashEdge.
     
  • Goldman Sachs, as financial adviser to McKesson, in connection with an agreement among McKesson, Celesio and Franz Haniel & Cie. GmbH under which McKesson would acquire Haniel’s majority stake in Celesio for €23 per share and launch parallel voluntary public tender offers for the remaining publicly traded shares and outstanding convertible bonds of Celesio.
     
  • Goldman Sachs, as financial adviser to QUALCOMM, in its $3.1 billion merger with Atheros Communications.
     
  • Idenix Pharmaceuticals, in its $3.85 billion acquisition by Merck.
     
  • ING Groep, in the $3.1 billion sale of ING Bank of Canada (ING Direct Canada) to The Bank of Nova Scotia and in the $9 billion sale of its ING Direct USA online banking operation to Capital One Financial.
     
  • Insight Enterprises, in its acquisition of Datalink Corporation.
     
  • Michael Rubin, chief executive officer of GSI Commerce, in its $2.4 billion purchase by eBay.
     
  • Nippon Steel & Sumitomo Metal, in its sale and purchase agreement with ThyssenKrupp and ArcelorMittal under which Nippon Steel and ArcelorMittal have agreed to purchase ThyssenKrupp Steel USA for approximately $1.55 billion.
     
  • Ontario Teachers' Pension Plan, in its acquisition of PODS and in the sale of its 50% ownership interest in Northern Star Generation to GulfSun Power Holdings, an affiliate of Harbert Management Corporation.
     
  • ORIX Capital Partners, a business unit of ORIX USA Corporation, in its private equity investment and acquisition of Hoffman Southwest Corp.
     
  • Ruckus Wireless, in its $1.5 billion acquisition by Brocade.
     
  • SK Global Chemical Co., in its 50-50 joint venture agreement with SABIC Industrial Investment Company, for a total investment of $595 million.
     
  • Skype Global and Silver Lake Partners, in the $8.5 billion acquisition of Skype by Microsoft from a Silver Lake-led investor group.
     
  • Teva Pharmaceutical Industries, in its $40.5 billion acquisition of Allergan’s Generics Business.
     
  • Tinicum, in its acquisition of Bristol Industries through Tinicum’s portfolio company, Consolidated Aerospace Manufacturing.
     
  • Valeant Pharmaceuticals International, in a number of significant transactions, including in its $15.8 billion acquisition of Salix Pharmaceuticals; its $1.4 billion sale of aesthetic products to Galderma; its unsolicited offer to acquire Allergan; and its $2.6 billion acquisition of Medicis Pharmaceutical.
     
  • VeriFone Systems, in a number of significant transactions, including in its $1.08 billion acquisition of Point International from Nordic Capital and its $485 million acquisition of Hypercom.
     
  • Versa Capital Management, in connection with the acquisition of Sport Chalet by Vestis Retail Group, which is owned by funds advised by Versa.
     
  • Zynga, in its acquisition of NaturalMotion for $527 million in cash and equity.

S&C’s recent Palo Alto intellectual property and technology transaction experience includes representations of:
 
  • American Express, in its joint venture with vente-privee.com to launch an online platform for private sales of luxury goods in the United States.
     
  • Anheuser-Busch InBev, in its grant to Constellation Brands of exclusive, perpetual U.S. rights in the trademarks, designs and recipes for Corona and other Grupo Modelo beer brands, in connection with its related $20.1 billion acquisition of the remaining stake it did not already own in Grupo Modelo.
     
  • Avon Products, in the sale of its 75 percent ownership interest in Avon Japan to TPG.
     
  • CLS Bank, in its outsourcing to IBM of IT infrastructure used in the high-volume settlement of foreign exchange considered to be essential to the global financial system.
     
  • Cúram Software, in its acquisition by IBM.
     
  • HSBC Holdings, in the separation and allocation of rights in technology, trademarks and other IP in connection with the $2.6 billion sale of its credit card and retail services business in the United States to Capital One Financial.
     
  • ING Groep, in the separation and allocation of rights in technology, trademarks and other IP in connection with the $3.1 billion sale of ING Bank of Canada (ING Direct Canada) to The Bank of Nova Scotia.
     
  • Intel, in connection with numerous IP and technology licensing and strategy matters, including in connection with its worldwide patent cross-license and settlement with Advanced Micro Devices; its patent agreement with GlobalFoundries; its worldwide patent cross-license and settlement agreement with NVIDIA Corporation; and intellectual property and joint development matters in connection with entering into agreements to expand the NAND Flash memory joint venture between Intel and Micron Technology.
     
  • Kodak, in connection with its worldwide patent cross-licenses with Agfa, Samsung and LG and its worldwide restructuring, including the sale of its portfolio of 1,100 digital imaging patents to Intellectual Ventures and series of associated patent licensing transactions with 12 licensees including Apple, Google, Microsoft, Facebook, Samsung, Amazon, Adobe, Fujifilm, HTC, Huawei, Research in Motion and Shutterfly.
     
  • McCartney Productions, in an agreement with Hewlett Packard to digitize and deliver via a private cloud the music and content library of former Beatle Paul McCartney.
     
  • Nippon Steel, in its agreement with Ternium to form a $350 million joint venture in Mexico.
     
  • Pharmasset, in the IP aspects of its $11 billion acquisition by Gilead Sciences.
     
  • Popular, in the sale of a 51 percent interest in its processing subsidiary, EVERTEC, and related processing, merchant acquiring and technology businesses, to Apollo Management, through the establishment of a $900 million joint venture.
     
  • an investor consortium led by Silver Lake Partners, in the $2 billion acquisition of a 65 percent interest in Skype Technologies from eBay, including the resolution of all intellectual property disputes with Skype’s founders.
     
  • Skype, in its widely reported agreement with Facebook to make Skype products and services available on Facebook platforms.
     
S&C’s recent Palo Alto experience includes representing venture capital and family office investors in connection with investments in:
  • Ad Infuse,
  • Aequus,
  • Alladvantage,
  • Amp’d Mobile,
  • Associated Content,
  • Beliefnet,
  • Buddy Media,
  • Buy.com,
  • Danger Inc.,
  • Desktone,
  • Dovebid,
  • E*Trade,
  • Global Sports,
  • Goodmail,
  • Huffingtonpost.com,
  • Kozmo.com,
  • Litescape,
  • National Leisure Group,
  • Naviant,
  • Odimo.com,
  • Optimark,
  • Paltalk,
  • PeoplePc,
  • Perpetual Entertainment,
  • Pivot Solutions,
  • PureVideo Networks,
  • RockYou,
  • Twitter,
  • UTStarcom,
  • Viacore,
  • Webvan,
  • Yahoo!, and
  • Zynga.
  
S&C’s recent Palo Alto securities experience includes the following matters:
 
  • Alibaba Group Holdings’ $8.0 billion senior notes offering pursuant to Rule 144A/ Reg S, in which S&C acted as counsel to the underwriters.
     
  • Blackhawk Network Holdings’ SEC-registered $265 million initial public offering and Nasdaq listing, in which S&C served as counsel to the underwriters.
     
  • CNH Capital’s $600 million guaranteed high-yield senior unsecured notes offering pursuant to Rule 144A/Reg S, in which S&C acted as counsel to the issuer.
     
  • CNH Capital’s $500 million high-yield notes offering pursuant to Rule 144A/Reg S, in which S&C acted as counsel to the issuer.
     
  • Data Domain’s SEC-registered $127.5 million IPO and Nasdaq listing, in which S&C served as counsel to the underwriters.
     
  • DISH Network’s $1 billion Rule 144A/Reg S high-yield notes offering, in which S&C served as counsel to the issuer.
     
  • DISH Network’s $400 million Rule 144A/Reg S high-yield notes offering, in which S&C served as counsel to the issuer.
     
  • DISH Network’s $2 billion Rule 144A/Reg S high-yield notes offering, in which S&C served as counsel to the issuer.
     
  • DISH Network’s $5.4 billion aggregate principal amount of Rule 144A/Reg S high-yield senior unsecured notes offerings, in which S&C served as counsel to the issuer.
     
  • EchoStar’s $2 billion high yield senior notes offering, pursuant to Rule 144A/Reg S, in which S&C acted as counsel to the issuer. (2011)
     
  • Exelixis’ $190 million SEC-registered follow-on equity offering, in which S&C acted as counsel to the underwriters.
     
  • Exelixis’ $217 million aggregate principal amount of SEC-registered follow-on equity offerings, in which S&C acted as counsel to the underwriters.
     
  • Exelixis’ $288 million SEC-registered convertible senior subordinated notes offering, in which S&C acted as counsel to the underwriters.
     
  • Exelixis’ $80 million SEC-registered common stock offering, in which S&C served as counsel to the underwriters.
     
  • Fender Musical Instruments’ SEC-filed, estimated $150 million IPO and NASDAQ listing, in which S&C acted as counsel to the issuer.
     
  • FibroGen’s  $167 million SEC-registered IPO of common stock and NASDAQ listing, in which S&C acted as counsel to the underwriters.
     
  • Gap’s $1.3 billion SEC-registered notes offering, in which S&C acted as counsel to the underwriters.
     
  • Hortonworks’ $115 million SEC-registered IPO and NASDAQ listing of common stock, in which S&C acted as counsel to the underwriters.
     
  • SoftBank Group’s $10 billion monetization of a portion of its interest in Alibaba through the second-largest mandatory exchangeable security offering ever conducted.
     
  • Sterling Financial’s $730 million unregistered private placement of common stock, in which S&C acted as counsel to the placement agents.
     
  • Sterling Financial’s $115 million SEC-registered follow-on equity offering, in which S&C acted as counsel to the underwriters.
     
  • Valeant Pharmaceuticals’ $1.67 billion SEC-registered common stock offering, in which S&C acted as counsel to the issuer.
     
  • Yodlee’s $75 million SEC-registered IPO of common shares and NASDAQ listing, in which S&C acted as counsel to the underwriters.
     
S&C’s recent Palo Alto leveraged finance and restructuring experience includes representations of:
 
  • Pharmasset and its board of directors, in connection with its acquisition financing for Gilead Sciences. The $10.7 billion acquisition financing package included a $4 billion cash bridge, a $3.7 billion bridge-to-bond, a $750 million 364-day revolver, a $1.25 billion revolving credit facility, and a $1 billion term loan.
     
  • VeriFone, in connection with general refinancing and funding for its acquisition of Point International for approximately $1 billion. In connection with the acquisition, VeriFone entered into a $1.5 billion secured credit agreement consisting of a dual-tranche term loan and a revolving credit facility.
     
Recent Palo Alto litigation experience includes representations of:
 
  • Apollo (Mauritius) Holdings, Apollo Tyres and Apollo Acquisition, in an expedited trial in Delaware Chancery Court regarding its proposed $2.5 billion merger with Cooper Tire & Rubber. Cooper claimed that Apollo had breached the parties’ merger agreement and, among other relief, sought specific performance to compel Apollo to close the merger before Cooper was able to file its third-quarter financial statements and after a series of disruptions including Cooper’s loss of control of its largest subsidiary. After a three-day trial—held about one month after Cooper filed its complaint —Vice Chancellor Sam Glasscock found that Apollo had not breached the merger agreement and, accordingly, that Cooper was not entitled to specific performance.
     
  • eBay, in litigation arising from eBay’s acquisition of GSI Commerce.
     
  • Goldman Sachs, in residential-mortgage-backed securities (RMBS) litigations in state and federal courts in California and elsewhere.
     
  • JP Morgan, in RMBS litigations and government investigations in California and elsewhere arising from the financial crisis.
     
  • Optimer Pharmaceuticals, in an investigation by the Department of Justice and SEC regarding potential issues arising under the Foreign Corrupt Practices Act (FCPA).
     
  • Philips, in class action antitrust multidistrict litigation pending in the Northern District of California and in related worldwide governmental investigations in connection with the sale of liquid-crystal display panels.
     
  • Tenaris, in the successful resolution of a two-year SEC and DOJ investigation.

    This resolution included securing the first-ever SEC deferred prosecution agreement.
     
  • VeriFone, in consolidated securities class action litigation and derivative litigation, as well as a related investigation by the SEC which resulted in a favorable settlement for VeriFone.
     
  • various clients, in confidential internal and governmental investigations involving issues such as FCPA and corporate governance matters.