Shearman & Sterling Advises on WebMD’s $400 Million Convertible Notes Offering

Shearman & Sterling represented WebMD Health Corp. in connection with its Rule 144A offering of $400 million aggregate principal amount of its 2.50% Convertible Notes due 2018 (including $50 million aggregate principal amount of notes pursuant to the exercise in full of the initial purchaser’s over-allotment option). WebMD (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers, and health plans through its public and private online portals, mobile platforms and health-focused publications. In connection with the offering, WebMD repurchased 1,920,490 shares of its common stock at a price of $52.07 per share and intends to use the remainder of the net proceeds for general corporate purposes.

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Fenwick & West Represents Qik in Acquisition by Skype

Fenwick & West LLP represented Qik, Inc., a provider of mobile video software and services that enable individuals to capture, instantly share and preserve great moments on video, in its recently announced acquisition by Skype, a communications platform provider based in Luxembourg. Financial terms of the acquisition, which is expected to close in January 2011, were not disclosed.

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Simpson Thacher Represents Special Committee of the Board of Directors of The Mosaic Company in Connection with Split-off of Cargill’s Stake in Mosaic

Simpson Thacher represents the Special Committee of the Board of Directors of The Mosaic Company (“Mosaic”) (NYSE: MOS) in connection with the split-off and distribution of Cargill’s 64% stake in Mosaic.  The transaction would result in the distribution of Cargill’s shares in Mosaic (286 million shares) to Cargill’s shareholders and debt holders.  The transaction involves a recapitalization of Mosaic’s stock followed by the split-off and orderly distribution of Mosaic shares over time.  The transaction is expected to benefit Mosaic by improving its long-term strategic and financial flexibility, as well as greatly increasing the liquidity of Mosaic’s common stock.

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Second Circuit Affirms Chadbourne’s Defeat of Diesel’s $20 Million Claim Against Greystone

Chadbourne & Parke LLP secured a $20 million victory for its client Greystone Business Credit II, L.L.C. against two subsidiaries of Italian clothing and shoe company Diesel S.p.A. On January 6, the United States Court of Appeals for the Second Circuit unanimously affirmed Diesel’s loss at trial in which U.S. District Judge Harold Baer, Jr. dismissed Diesel’s suit in its entirety.

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Weil – STR Prevails in Antitrust Case

Weil, Gotshal & Manges, on behalf of its client Specialized Technology Resources, Inc. (“STR”), prevailed in federal district court against JPS Elastomerics Corp. (“JPS”) in connection with various alleged antitrust and unfair competition claims, including the claim that a prior state-court trade secret dispute between the litigants – one which JPS lost – was a sham litigation initiated by our client in order to monopolize the domestic and international market for certain technology used to protect solar panels. JPS sought $60 million in compensatory damages, treble damages available under certain federal laws, a permanent injunction against STR for various activities, reimbursement of legal fees for both the state and federal litigations, and disgorgement of proceeds obtained by STR from allegedly anti-competitive and tortious acts.

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Tags:  Weil, Gotshal & Manges, LLP