Davis Polk Advises Baker Hughes on Its Combination with Halliburton

Davis Polk is advising Baker Hughes Incorporated on its acquisition by Halliburton Company in a stock-and-cash transaction, representing an equity value of $34.6 billion and enterprise value of $38.0 billion. Under the terms of the agreement, stockholders of Baker Hughes will receive, for each Baker Hughes share, a fixed exchange ratio of 1.12 Halliburton shares plus $19.00 in cash. The transaction, which is expected to close in the second half of 2015, is subject to approvals from each company’s stockholders, regulatory approvals and customary closing conditions. More >>

Tags:  Davis Polk & Wardwell LLP | New York

Cahill Represents Underwriters in $800 Million Public Offering by Ally

Cahill represented Barclays, Citigroup, J.P. Morgan, and RBC Capital Markets as joint book-running managers and the co-managers in connection with the public offering of $800,000,000 aggregate principal amount of 3.75% Senior Notes due 2019 by Ally Financial Inc., a leading, independent, diversified, financial services firm. Proceeds from the offering were used for general corporate purposes.

Tags:  Cahill Gordon & Reindel LLP | New York

Encana Acquires Athlon Energy for $7.1 Billion

Paul, Weiss client Encana Corporation closed the cash tender offer made by its indirect, wholly owned subsidiary, Alenco Acquisition Company, Inc., to acquire all of the issued and outstanding shares of common stock of Texas-based Athlon Energy Inc. Promptly following the consummation of the offer, Alenco Acquisition was merged with, and into, Athlon, with Athlon as the surviving entity and becoming an indirect, wholly owned subsidiary of Encana, a leading North American energy producer. As previously announced, the acquisition price was approximately $5.93 billion, and Encana has assumed Athlon’s $1.15 billion of senior notes, for a total transaction value of approximately $7.1 billion. More >>

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Morgan Lewis Partnership Votes to Admit 227 Partners From Bingham McCutchen

Morgan Lewis today voted to admit 227 partners from Bingham McCutchen as partners in Morgan Lewis. With the addition of these partners, Morgan Lewis will be one of the largest firms in the world, and will offer clients global access to broad capabilities across a comprehensive spectrum of services and industries addressing virtually every aspect of corporate operations. More >>

Tags:  Morgan, Lewis & Bockius LLP | New York

Akin Gump Advises Cyrus Capital Partners in Virgin America IPO

Akin Gump advised Virgin America Inc. shareholder Cyrus Capital Partners in the initial public offering of the airline’s stock, which began trading today on the New York Stock Exchange. Cyrus controls VAI Partners, one of Virgin America’s biggest shareholders. At an offering price of $23 per share, the IPO raised approximately $306 million, meeting expectations. More >>

Tags:  Akin Gump Strauss Hauer & Feld LLP | New York

Procter & Gamble sells Duracell to Berkshire Hathaway for $2.9 billion

Jones Day is advising The Procter & Gamble Company (“P&G”) in the sale of its Duracell personal power business to Berkshire Hathaway Inc. for $2.9 billion. Following the sale of P&G’s interest in its Nanfu joint venture, which operated P&G’s battery business in China, P&G entered into a Transaction Agreement on November 13, 2014 with Berkshire Hathaway Inc. and certain of its affiliates under which P&G will transfer its Duracell business to Berkshire Hathaway in a private split-off transaction. In this unusual tax-free structure (sometimes referred to as a “cash rich private split”), P&G will convey its Duracell business (which will be infused with $1.8 billion in additional cash) to a newly formed subsidiary (SplitCo) and will exchange its shares in SplitCo for approximately $4.7 billion of outstanding P&G shares currently held by the Berkshire Hathaway group. The transaction is expected to close in the second half of calendar year 2015. More >>

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Morgan Lewis Advises Susquehanna Bancshares, Inc. in sale to BB&T Corporation

Morgan Lewis represented Susquehanna Bancshares, Inc. in specialized matters related to its acquisition by BB&T Corporation for a cash and stock transaction valued at approximately $2.5 billion.

The firm handled matters related to employee benefits, intellectual property and trademark matters. The deal was announced on November 12, 2014. More >>

Tags:  Morgan, Lewis & Bockius LLP | New York

General Motors Company $2.5 Billion Senior Notes Offering

Davis Polk advised J.P. Morgan Securities LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters, on an SEC-registered offering by General Motors Company of $2.5 billion in aggregate principal amount of senior notes, consisting of $500 million in aggregate principal amount of 4% senior notes due 2025, $750 million in aggregate principal amount of 5% senior notes due 2035 and $1.25 billion in aggregate principal amount of 5.2% senior notes due 2045. General Motors intends to use the net proceeds from this offering to pay a portion of the redemption price to redeem outstanding shares of its Series A fixed-rate cumulative perpetual preferred stock. Any remaining proceeds will be used for general corporate purposes. More >>

Tags:  New York