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Preview: Investment Management

Davis Polk Investment Management





 



Webcast: How to Reduce the Risk That Your OCIE Exam Becomes an Enforcement Investigation

Tue, 05 Dec 2017 00:00:00 EST

Tuesday, December 5, 2017
2:00 pm - 3:00 pm ET

Register for Webcast | (image)  CLE FORM




SEC Issues Three No-Action Letters to Facilitate Cross-Border Implementation of MiFID II's Research Provisions

Mon, 06 Nov 2017 00:00:00 EST

On October 26, 2017, the Division of Investment Management and the Division of Trading and Markets of the SEC issued three related no-action letters to address certain issues raised by cross-border implementation of the European Union’s Markets in Financial Instruments Directive (“MiFID II”), which will take effect on January 3, 2018.




Investment Management Regulatory Update - October 2017

Tue, 31 Oct 2017 00:00:00 EDT

Industry Update

  • SEC Announces Cybersecurity Enforcement Initiatives
  • SEC Chairman Issues Statement on Cybersecurity
  • ESG in Private Equity: What Every GP Needs to Know About Public Pension Fund Requirements

Litigation

  • SEC Charges Adviser with Improperly Recommending Higher Fee Mutual Funds
  • SEC Charges Large Financial Institution With Hidden Fee Markups and Disclosure Failures
  • SEC Charges Private Equity Fund Adviser and Principal for Improper Allocation of Expenses
  • SEC Charges Investment Adviser with Disclosure Failures Relating to ‘Broken Deal’ Expenses
  • California State Court Holds ETF Shareholders Subject to Section 11 Tracing Requirement
  • SEC Brings Action Against Two Companies Related to Initial Coin Offerings



Davis Polk Advises Banco de Crédito del Perú on Its S/2 Billion Senior Notes Offering

Tue, 31 Oct 2017 00:00:00 EDT

Davis Polk advised Banco de Crédito del Perú in connection with the Rule 144A/Regulation S offering of its S/2 billion aggregate principal amount of 4.850% senior notes due 2020. 




Davis Polk Advises S.A.C.I. Falabella on Its $400 Million Senior Notes Offering

Mon, 30 Oct 2017 00:00:00 EDT

Davis Polk advised S.A.C.I. Falabella in connection with the offering of $400 million aggregate principal amount of its 3.750% senior notes due 2027.




Davis Polk Advises Vinci Shopping Centers Fundo de Investimento Imobiliário – FII on Its $71.2 Million Global Offering of Quotas

Fri, 27 Oct 2017 00:00:00 EDT

Davis Polk advised Vinci Shopping Centers Fundo de Investimento Imobiliário – FII in connection with a global offering of 2,302,555 quotas of Vinci’s capital stock consisting of a public offering in Brazil and an international offering in the United States and other countries outside Brazil pursuant to Rule 144A and Regulation S. Vinci’s quotas are listed and trade on the São Paulo Stock Exchange under the symbol “VISC11.”




Davis Polk Advises Banco Santander, S.A. on Its $2.5 Billion Offering of Senior Non-Preferred Notes

Tue, 24 Oct 2017 00:00:00 EDT

Davis Polk advised Banco Santander, S.A. in connection with its SEC-registered offering of $1 billion aggregate principal amount of 3.125% senior non-preferred fixed-rate notes due 2023, $1 billion aggregate principal amount of 3.800% senior non-preferred fixed-rate notes due 2028 and $500 million aggregate principal amount of senior non-preferred floating-rate notes due 2023.




Davis Polk Advises Morgan Stanley on Its €2.75 Billion Senior Notes Offering

Mon, 23 Oct 2017 00:00:00 EDT

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of €2.75 billion aggregate principal amount of senior notes, consisting of €1.75 billion floating-rate notes due 2021 and €1 billion fixed-to-floating-rate notes due 2026. 




Davis Polk Advises Pattern Energy on Its $215.3 Million Offering of Class A Common Stock

Mon, 23 Oct 2017 00:00:00 EDT

 Davis Polk advised Pattern Energy Group Inc. on its SEC-registered offering of 9,200,000 shares of its Class A common stock for gross proceeds of $215.3 million.




Davis Polk Advises Auris Medical Holding AG on Its Registered Offering of Common Shares and Equity Line of Financing

Fri, 20 Oct 2017 00:00:00 EDT

Davis Polk advised Auris Medical Holding AG in connection with the SEC-registered offering of $1.5 million of its common shares to Lincoln Park Capital Fund, LLC. 




Tighter UK Foreign Investments Rules on the Horizon

Wed, 18 Oct 2017 00:00:00 EDT

On 17 October 2017, the UK Department for Business, Energy & Industry Strategy published a Green Paper setting out the UK Government’s proposals to reform and strengthen its powers to scrutinize investments in critical businesses and infrastructure which could provide opportunities for foreign investors to “undertake espionage, sabotage or exert inappropriate leverage”.




REV Group, Inc. $272.5 Million Secondary Offering

Tue, 17 Oct 2017 00:00:00 EDT

Davis Polk advised REV Group, Inc. and certain selling stockholders in connection with an SEC-registered secondary offering of 10,000,000 shares of common stock by such selling stockholders. 




Webcast: Bitcoin, Ether, and ICOs: Digital Currency Issues for Fund Managers

Thu, 12 Oct 2017 00:00:00 EDT

As U.S. investors have been looking for ways to invest in digital currencies, fund managers have started to grapple with how to fit this new asset class into older, ill-fitting structures and rules.




Review of Volcker Rule Comment Letters

Wed, 11 Oct 2017 00:00:00 EDT

The Office of the Comptroller of the Currency (the “OCC”) took a first formal step in evaluating how the regulations implementing the Volcker Rule should be revised by issuing a request for public input on the regulations in early August, with comments due in late September.




Davis Polk Advises Rumo S.A. on Its R$2.6 Billion Equity Offering

Tue, 10 Oct 2017 00:00:00 EDT

Davis Polk advised Rumo S.A. in connection with the offering by Rumo of 220,000,000 common shares for an aggregate amount of R$2.6 billion (approximately $780 million). 




IAC $517.5 Million Exchangeable Senior Notes Offering and Related Exchangeable Note Hedge and Warrant Transactions

Tue, 03 Oct 2017 00:00:00 EDT

Davis Polk advised the representatives of the initial purchasers in connection with a Rule 144A offering by IAC FinanceCo, Inc., a wholly owned subsidiary of IAC/InterActiveCorp, of $517.5 million aggregate principal amount of its 0.875% exchangeable senior notes due 2022, which includes the exercise in full of the initial purchasers’ over-allotment option. 




Investment Management Regulatory Update - September 2017

Fri, 29 Sep 2017 00:00:00 EDT

Industry Update

  • SEC Staff Issues Information Update on Compliance with Form ADV Amendments for Other-Than-Annual Amendments
  • SEC Grants No-Action Relief to Registered Closed-End Management Investment Companies Filing Rule 486(b) Post-Effective Amendments to Registration Statements
  • OCIE Issues Risk Alert on Common Advertising Rule Compliance Issues Identified in Investment Adviser Examinations
  • So You Want to Buy a Stake in a Private Equity Manager?

Litigation

  • Eighth Circuit Affirms Judgment Finding that Fund-of-Funds Shareholder Lacks Standing to Challenge Fees Paid by Underlying Funds
  • SEC Charges Chief Compliance Officer for Failure to Verify Accuracy of Securities Filings
  • SEC Charges Adviser for Improper Allocation of Consulting and Other Fees
  • SEC Charges Hedge Fund with Failing to Prevent Insider Trading



Davis Polk Advises Guggenheim Investments on the Acquisition of Its ETF Business by Invesco

Thu, 28 Sep 2017 00:00:00 EDT

Davis Polk is advising Guggenheim Investments on the $1.2 billion acquisition of its exchange-traded funds (ETF) business, which includes $36.7 billion of assets under management, by Invesco Ltd.




Davis Polk Advises Kadmon Holdings, Inc. on Its Follow-on Offerings of Common Stock and Warrants to Purchase Common Stock

Thu, 28 Sep 2017 00:00:00 EDT

Davis Polk advised Kadmon Holdings, Inc. in connection with an $80.4 million offering of 22,275,000 shares of common stock and warrants to purchase 8,910,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase additional shares of common stock and additional warrants. 




So You Want to Buy a Stake in a Private Equity Manager?

Mon, 25 Sep 2017 00:00:00 EDT

Over the past 30 years, we have seen explosive growth in private equity, both in the number and types of funds and in the enormous allocation of capital to the asset class. Along the way, we have witnessed different cycles of M&A activity involving private equity businesses or teams. 




Davis Polk Advises Equinix, Inc. on Its €1 Billion High-Yield Notes Offering

Wed, 20 Sep 2017 00:00:00 EDT

Davis Polk advised Equinix, Inc. on its SEC-registered offering of €1 billion aggregate principal amount of 2.875% senior notes due 2025. 




Davis Polk Advises Cosan Limited on Its $500 Million Notes Offering

Wed, 20 Sep 2017 00:00:00 EDT

Davis Polk advised Cosan Limited in connection with its $500 million offering of 5.950% notes due 2024, which were issued pursuant to Rule 144A and Regulation S under the Securities Act.




Webcast: Dealing with Retirement Plan and IRA Investors under the DOL Fiduciary Rule: Practical Tips for Private Fund Managers

Thu, 14 Sep 2017 00:00:00 EDT

The new broader Department of Labor fiduciary rule took effect on June 9, 2017.  While the fate of the rule over the longer term remains uncertain, the basic thrust of the rule is now in effect for anyone who interacts with retirement investors. 




Davis Polk Advises Visa Inc. on Its $2.5 Billion Notes Offering

Mon, 11 Sep 2017 00:00:00 EDT

Davis Polk advised Visa Inc. on its SEC-registered offering of $1 billion of 2.150% senior notes due 2022, $750 million of 2.750% senior notes due 2027 and $750 million of 3.650% senior notes due 2047.




TPK Holding $236.3 Million Global Depositary Shares

Fri, 08 Sep 2017 00:00:00 EDT

Davis Polk advised the sole bookrunner in connection with the Regulation S and Rule 144A offering by TPK Holding Co., Ltd. of $236.3 million of 59,820,000 global depositary shares representing 59,820,000 ordinary shares of TPK. 




Investment Management Regulatory Update - August 2017

Thu, 31 Aug 2017 00:00:00 EDT

Rules and Regulations

  • SEC Staff Releases FAQs on Investment Company Reporting Modernization Reforms
  • SEC’s Acting Director of OCIE Says Private Equity May Be Less of a Priority Ahead
  • SEC Confirms That Some Initial Coin Offerings Are Illegal Unregistered Securities Offerings

Industry Update

  • SEC Chairman Discusses Guiding Principles, Priorities in First Public Speech since Taking Office
  • SEC Releases Results of Audit of OCIE’s Investment Adviser Examination Completion Process
  • SEC Commissioner Publishes Comment Letter Criticizing DOL Fiduciary Rule
  • DOL Takes Steps to Delay Certain Aspects of Fiduciary Rule, but Key Rules for Funds Remain
  • ILPA’s Letter to Treasury on Private Equity Regulation

Litigation

  • SEC Charges Adviser with Failing to Register as Investment Adviser and Inflating Asset Valuations, among Other Violations
  • SEC Sanctions Adviser and Two Principals for Improper Asset Valuations of Private Funds
  • Delaware Supreme Court’s Ruling in DFC Global Provides Important Clarity on the Role of Deal Price and the Sale Process in Appraisal Proceedings



Davis Polk Advises Tyson Foods on Its $900 Million Senior Notes Offerings

Wed, 23 Aug 2017 00:00:00 EDT

Davis Polk advised Tyson Foods, Inc. in connection with its SEC-registered offerings of $900 million aggregate principal amount of senior notes in two series, consisting of $400 million aggregate principal amount of floating-rate senior notes due 2020 and $500 million aggregate principal amount of 2.250% senior notes due 2021. 




Davis Polk Advises GAIN Capital on Its $92 Million Convertible Senior Notes Offering

Wed, 23 Aug 2017 00:00:00 EDT

Davis Polk advised GAIN Capital Holdings, Inc. on a Rule 144A offering of $92 million aggregate principal amount of its 5.00% convertible senior notes due 2022, which included $12 million aggregate principal amount of notes sold pursuant to the initial purchasers’ fully exercised over-allotment option. 




Davis Polk Advises IPALCO on Its Senior Secured Notes Offering

Wed, 23 Aug 2017 00:00:00 EDT

Davis Polk advised IPALCO Enterprises, Inc. as issuer of a Rule 144A/Regulation S offering of $405 million aggregate principal amount of 3.70% senior secured notes due 2024.




Davis Polk Advises Murphy Oil Corporation on Its $550 Million Notes Offering

Fri, 18 Aug 2017 00:00:00 EDT

Davis Polk advised Murphy Oil Corporation on an SEC-registered offering of $550 million aggregate principal amount of its 5.750% notes due 2025.




BeiGene, Ltd. Public Offering

Wed, 16 Aug 2017 00:00:00 EDT

Davis Polk advised the joint book-running managers and representatives of the underwriters on the $201 million public offering by BeiGene, Ltd. of American Depositary Shares. 




Managing and Resolving Hedge Fund and Private Equity Fund Disputes

Wed, 09 Aug 2017 00:00:00 EDT

 

Davis Polk partner Amelia Starr discusses hedge fund and private equity fund litigation, including common types of fund disputes and strategies that can be deployed to resolve them; challenges associated with fund disputes; key factors driving disputes in the current market; and lessons learned from recent cases.




Davis Polk Advises Banco Santander on Its €7.07 Billion Rights Offering

Tue, 08 Aug 2017 00:00:00 EDT

Davis Polk advised Banco Santander, S.A. in connection with its underwritten rights offering of 1,458,232,745 ordinary shares. 




Davis Polk Advises Accuray Incorporated on Its Private Exchange Offer

Mon, 07 Aug 2017 00:00:00 EDT

Davis Polk advised Accuray Incorporated in connection with a private exchange of approximately $47 million aggregate principal amount of its outstanding 3.50% convertible senior notes due 2018 and 3.50% Series A convertible senior notes due 2018 (the “existing notes”) for $53 million aggregate principal amount of newly issued 3.75% convertible senior notes due 2022 (the “new notes”).




The Countering America’s Adversaries Through Sanctions Act Becomes Law

Fri, 04 Aug 2017 00:00:00 EDT

On August 2, 2017, President Trump signed into law the Countering America’s Adversaries Through Sanctions Act of 2017 (the “Act”).




Davis Polk Advises Banco de Bogotá S.A. on Its $600 Million Global Senior Notes Offering

Thu, 03 Aug 2017 00:00:00 EDT

Davis Polk advised Banco de Bogotá S.A. in connection with its global offering of $600 million aggregate principal amount of its 4.375% senior notes due 2027, pursuant to Rule 144A and Regulation S under the Securities Act of 1933. 




Biotoscana Investments $377.7 Million Initial Public Offering

Fri, 28 Jul 2017 00:00:00 EDT

Davis Polk advised Biotoscana Investments S.A. and the selling shareholders in connection with an initial public offering of 44,550,000 common shares, including common shares in the form of Brazilian Depositary Receipts, for an aggregate amount of approximately $377.7 million.




Investment Management Regulatory Update - July 2017

Fri, 28 Jul 2017 00:00:00 EDT

Rules and Regulations

  • SEC Updates Form ADV Frequently Asked Questions

  • Interacting with Retirement Investors under the DOL Fiduciary Rule

Industry Update

  • Acting Director and Acting Chief Economist of DERA Gives Speech on Market Fragility and Interconnectedness in the Asset Management Industry

  • SEC Grants No-Action Relief to Nuveen Fund Advisors under Section 15(a) of the Investment Company Act to Extend Interim Sub-Advisory Agreements Past Their Expiration Dates without Shareholder Approval

  • ILPA Issues Guidance on Use of Subscription Credit Lines

Litigation

  • Investment Adviser Sentenced for Fraudulent Cherry-Picking Scheme




Davis Polk Advises Tamar Petroleum on Its International Initial Public Offering

Wed, 26 Jul 2017 00:00:00 EDT

Davis Polk advised Delek Drilling LP, as the selling shareholder, and Tamar Petroleum Limited, as the issuer, on Tamar Petroleum’s international offering of 2,660,000 of its ordinary shares pursuant to Rule 144A and Regulation S. 




Davis Polk Advises Morgan Stanley on Its $7 Billion Senior Notes Offering

Mon, 24 Jul 2017 00:00:00 EDT

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $7 billion aggregate principal amount of senior notes, consisting of $2 billion floating-rate notes due 2022, $3 billion fixed-to-floating-rate notes due 2028 and $2 billion fixed-to-floating-rate notes due 2038. 




Akcea Therapeutics Initial Public Offering

Wed, 19 Jul 2017 00:00:00 EDT

Davis Polk advised the underwriters in connection with an initial public offering of 17,968,750 shares of common stock of Akcea Therapeutics, Inc., including shares sold pursuant to the full exercise of the underwriters’ over-allotment option, at $8.00 per share, for total gross proceeds of $143.8 million.




Davis Polk Advises IHS Markit Ltd. on Its $300 Million Senior Notes Reopening

Thu, 13 Jul 2017 00:00:00 EDT

Davis Polk advised IHS Markit Ltd. in connection with its Rule 144A/Regulation S offering of an additional $300 million aggregate principal amount of its 4.75% senior notes due 2025. 




Davis Polk Advises Dyal Capital on Its Strategic Minority Investment in Atalaya Capital Management

Wed, 28 Jun 2017 00:00:00 EDT

Davis Polk is advising Dyal Capital Partners, a division of Neuberger Berman Group, on its strategic minority investment in Atalaya Capital Management.




Investment Management Regulatory Update - June 2017

Mon, 26 Jun 2017 00:00:00 EDT

Rules and Regulations

  • SEC Adopts Technical Amendments to Form ADV and Form ADV-W to Reflect Enactment of a Wyoming State Law Regulating Investment Advisers
  • House Approves Revised Financial CHOICE Act

Industry Update

  • SEC Releases Statistics Report on Private Funds
  • SEC Chairman Issues Public Statement Seeking Comments on DOL Fiduciary Rule
  • DOL Fiduciary Rule Comes into Effect

Litigation

  • SEC Charges Brokerage Firm with AML Violations
  • Supreme Court Rules that SEC Disgorgement Actions Are Subject to Five-Year Statute of Limitations






Davis Polk Advises CSRA Inc. on Its $650 Million Repricing and Incremental Amendment

Mon, 19 Jun 2017 00:00:00 EDT

Davis Polk advised CSRA Inc. in connection with the second amendment to its existing credit agreement dated as of November 27, 2015 (as amended).




Davis Polk Advises Comcast Corporation, Comcast Cable Communications and NBCUniversal Enterprise on the Issuance and Sale of $1.5 Billion of Senior Notes of NBCUniversal Enterprise

Wed, 14 Jun 2017 00:00:00 EDT

Davis Polk advised Comcast Corporation, Comcast Cable Communications, LLCand NBCUniversal Enterprise, Inc. in connection with the issuance and sale of $1.5 billion aggregate principal amount of senior floating-rate notes of NBCUniversal Enterprise, Inc. 




Davis Polk Advises AstraZeneca on Its $2 Billion SEC-Registered Notes Offering

Mon, 12 Jun 2017 00:00:00 EDT

Davis Polk advised AstraZeneca PLC in connection with its SEC-registered shelf takedown of $1 billion aggregate principal amount of 2.375% notes due 2022, $750 million aggregate principal amount of 3.125% notes due 2027 and $250 million aggregate principal amount of floating-rate notes due 2022. 




Autodesk, Inc. $500 Million Notes Offering

Thu, 08 Jun 2017 00:00:00 EDT

Davis Polk advised the joint book-running managers in connection with the SEC-registered offering by Autodesk, Inc. of $500 million aggregate principal amount of its 3.500% senior notes due 2027.




Securities Enforcement Update: Supreme Court Rules that Five-Year Statute of Limitations Applies to SEC Disgorgement Actions

Tue, 06 Jun 2017 00:00:00 EDT

On June 5, 2017, the Supreme Court decided Kokesh v. SEC, and unanimously held that  the five-year statute of limitations in 28 U.S.C. § 2462—which governs any “action, suit or proceeding for the enforcement of any civil fine, penalty, or forfeiture”—applies to SEC enforcement actions for disgorgement.  As discussed in a prior alert, the question turned on whether SEC disgorgement, which requires a defendant to give up ill-gotten gains, constituted a “forfeiture” or “penalty” under § 2462.  In Kokesh, the Supreme Court held that SEC disgorgement actions are “penalt[ies]” within the meaning of § 2462 and are therefore subject to the five-year statute of limitations.  As noted previously, when the Supreme Court heard oral argument on this issue in April, multiple Justices expressed discomfort with the SEC’s lack of express statutory authority to seek disgorgement at all.  Although the question of the SEC’s authority to seek disgorgement was not presented in Kokesh, the opinion includes a footnote making clear that the Supreme Court did not express any “opinion on whether courts possess authority to order disgorgement in SEC enforcement proceedings or on whether courts have properly applied disgorgement principles in this context.”  By including this footnote, the Supreme Court invites future challenges to the SEC’s disgorgement powers that might have consequences far beyond those accompanying the narrow decision in Kokesh.




Davis Polk Advises Visa on Its $209 Million Secondary Offering of Common Stock

Tue, 06 Jun 2017 00:00:00 EDT

Davis Polk advised Visa Inc. and Visa Foundation in connection with an SEC-registered secondary offering of 2,199,780 shares of Class A common stock by Visa Foundation, as selling stockholder, for aggregate net proceeds of $209 million.




Davis Polk Advises Tyson Foods on Its $2.75 Billion Senior Notes Offerings

Fri, 02 Jun 2017 00:00:00 EDT

Davis Polk advised Tyson Foods, Inc. in connection with its SEC-registered offerings of $2.75 billion aggregate principal amount of senior notes in four series, consisting of $300 million aggregate principal amount of floating-rate senior notes due 2019, $350 million aggregate principal amount of floating-rate senior notes due 2020, $1.35 billion aggregate principal amount of 3.550% senior notes due 2027 and $750 million aggregate principal amount of 4.550% senior notes due 2047.




Davis Polk Advises SMART Global Holdings, Inc. on Its Initial Public Offering

Tue, 30 May 2017 00:00:00 EDT

Davis Polk advised SMART Global Holdings, Inc. on its initial public offering of 6,095,000 ordinary shares at $11.00 per share, including the exercise in full of the underwriters’ over-allotment option. 




Davis Polk Advises BR Malls on Its R$1.7 Billion Equity Offering

Fri, 26 May 2017 00:00:00 EDT

Davis Polk advised BR Malls Participações S.A. in connection with a primary offering of common shares for an aggregate amount of R$1.7 billion (approximately US$527 million). 




Davis Polk Advises Kosmos Energy Ltd. on Its $290 Million Offering of Common Shares

Fri, 26 May 2017 00:00:00 EDT

Davis Polk advised Kosmos Energy Ltd. and funds affiliated with Warburg Pincus LLC and The Blackstone Group L.P. in connection with an SEC-registered secondary offering of 40,000,000 common shares by such funds as selling shareholders, for an aggregate price to the public of $290 million. 




Davis Polk Advises N.V. Bank Nederlandse Gemeenten on Its €100 Billion Debt Issuance Program Update

Thu, 25 May 2017 00:00:00 EDT

Davis Polk advised N.V. Bank Nederlandse Gemeenten in connection with the annual update of its €100 billion Rule 144A/Regulation S debt issuance program.




Investment Management Regulatory Update - May 2017

Thu, 25 May 2017 00:00:00 EDT

Rules and Regulations

  • SEC Proposes Amendments to Advisers Act Rules to Reflect Changes Made by the FAST Act

  • House Financial Services Committee Approves Revised Financial CHOICE Act

Industry Update

  • SEC Releases Statistics Report on Money Market Funds

Litigation

  • SEC Charges Credit Suisse and Former IA Representative with Breaches of Fiduciary Duty

  • SEC Grants Two Whistleblower Awards in a Week

  • Two Advisers Settle Charges for Using Mutual Fund Assets to Pay Expenses Outside of a 12b-1 Plan




Davis Polk Advises Morgan Stanley on Its $3.25 Billion Senior Notes Offering

Fri, 19 May 2017 00:00:00 EDT

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $3.25 billion aggregate principal amount of 2.75% fixed-rate senior notes due 2022. 




Davis Polk Advises Nederlandse Waterschapsbank Bank N.V. on Its €60 Billion Debt Issuance Program Update

Thu, 18 May 2017 00:00:00 EDT

Davis Polk advised Nederlandse Waterschapsbank Bank N.V. in connection with the annual update of its €60 billion Rule 144A/Regulation S debt issuance program.




Davis Polk Advises Fogo de Chão, Inc. on Its Follow-on Offering

Thu, 18 May 2017 00:00:00 EDT

Davis Polk advised Fogo de Chão, Inc. in connection with an SEC-registered secondary offering of 4,500,000 common shares by certain selling stockholders, for an aggregate price to the public of $63 million.




Davis Polk Advises The Royal Bank of Scotland Group plc on Its $3 Billion Notes Offering

Mon, 15 May 2017 00:00:00 EDT

Davis Polk advised The Royal Bank of Scotland Group plc, a public limited company incorporated under the laws of Scotland, in connection with its SEC-registered shelf takedown of $1.5 billion aggregate principal amount of 3.498% fixed-rate/floating-rate senior notes due 2023 and $1.5 billion aggregate principal amount of floating-rate senior notes due 2023.




Financial CHOICE Act 2.0 Passes House Financial Services Committee

Mon, 08 May 2017 00:00:00 EDT

A revised version of the Financial CHOICE Act (commonly referred to as CHOICE Act 2.0) was passed by the House Financial Services Committee last week on a strictly partisan vote and will now move to a vote by the full House of Representatives.




Davis Polk Advises Telefónica on Its $500 Million SEC-Registered Debt Offering Reopening

Thu, 04 May 2017 00:00:00 EDT

Davis Polk advised Telefónica, S.A. and Telefónica Emisiones, S.A.U. on the SEC-registered $500 million aggregate principal amount off-the-shelf notes offering by Telefónica Emisiones, S.A.U., guaranteed by Telefónica, S.A.




Davis Polk Advises Texas Instruments on Its $600 Million Notes Offering

Thu, 04 May 2017 00:00:00 EDT

Davis Polk advised Texas Instruments Incorporated on its SEC-registered debt offering of $600 million aggregate principal amount of 2.750% notes due 2021 and 2.625% notes due 2024. 




Davis Polk Advises ORIX on Its $400 Million Revolving Credit Facility

Wed, 03 May 2017 00:00:00 EDT

Davis Polk advised ORIX Corporation and certain of its subsidiaries, as borrowers, in connection with a $400 million unsecured syndicated revolving credit facility. The facility is available for general corporate and working capital purposes.




Carvana Co. $225 Million Initial Public Offering

Wed, 03 May 2017 00:00:00 EDT

Davis Polk advised the joint book-running managers in connection with the $225 million initial public offering of 15,000,000 shares of Class A common stock of Carvana Co.




Davis Polk Advises CSX Corporation on Its $850 Million Notes Offering

Mon, 01 May 2017 00:00:00 EDT

Davis Polk advised CSX Corporation on its SEC-registered offering of $850 million aggregate principal amount of 3.250% senior notes due 2027.




Davis Polk Advises Morgan Stanley on Its €3.5 Billion Senior Notes Offering

Thu, 27 Apr 2017 00:00:00 EDT

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of €3.5 billion aggregate principal amount of senior notes, consisting of €1.5 billion floating-rate notes due 2022 and €2.0 billion 1.875% fixed-rate notes due 2027.




Investment Management Regulatory Update - April 2017

Thu, 27 Apr 2017 00:00:00 EDT

Industry Update

  • IM Information Update Provides Guidance to Advisers Using a Participating Affiliate Structure
  • IM Information Update Sets Out Framework for Requesting Tax Claims Letters
  • Division of Investment Management Issues Guidance on Holding Companies and the Application of Rule 3a-2 under the Investment Company Act
  • Financial CHOICE ACT Proposes to Exempt Private Equity Fund Advisers from Registration and Reporting Requirements of Advisers Act
  • SEC Subpoena Serves as a Reminder to Fully Disclose IRR Calculations and Assumptions
  • SEC Approves Move to T+2 Standard Settlement Cycle



Davis Polk Advises Murphy USA on Its $300 Million Notes Offering

Tue, 25 Apr 2017 00:00:00 EDT

Davis Polk advised Murphy USA Inc. in connection with an SEC-registered offering of $300 million aggregate principal amount of 5.625% senior notes due 2027. 




Davis Polk Advises Morgan Stanley on Its $1.75 Billion Senior Notes Offering

Mon, 24 Apr 2017 00:00:00 EDT

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $1.75 billion aggregate principal amount of floating-rate senior notes due 2024. 




Davis Polk Advises Banco Santander (Brasil) S.A. on Its Secondary Offering of Units

Tue, 11 Apr 2017 00:00:00 EDT

Davis Polk advised Banco Santander (Brasil) S.A. in connection with an SEC-registered secondary offering by Qatar Holding LLC, as selling shareholder, of 80,000,000 units.




Davis Polk Advises SLM Corporation on Its $200 Million Senior Notes Offering

Wed, 05 Apr 2017 00:00:00 EDT

Davis Polk advised SLM Corporation on an SEC-registered offering of $200 million aggregate principal amount of 5.125% senior notes due April 5, 2022. 




Davis Polk Advises Dyal Capital on Its Strategic Minority Investment in Sound Point Capital

Tue, 04 Apr 2017 00:00:00 EDT

Davis Polk advised Dyal Capital Partners II, a permanent capital fund affiliated with Neuberger Berman Group, on its acquisition of a minority stake in Sound Point Capital, LP.




Davis Polk Advises Arcos Dorados on Its $265 Million Notes Offering and Cash Tender Offer for Its 2023 Notes

Tue, 04 Apr 2017 00:00:00 EDT

Davis Polk advised Arcos Dorados Holdings Inc. ("Arcos Dorados") in connection with the offering of $265 million aggregate principal amount of its 5.875% senior notes due 2027. 




Davis Polk Advises Heineken N.V. on Its $1.75 Billion Global Senior Notes Offering

Thu, 30 Mar 2017 00:00:00 EDT

Davis Polk advised Heineken N.V. on its offering of $1.1 billion aggregate principal amount of its 3.50% senior notes due 2028 and $650 million aggregate principal amount of its 4.35% senior notes due 2047 pursuant to Rule 144A and Regulation S under the Securities Act of 1933.




Investment Management Regulatory Update - March 2017

Wed, 29 Mar 2017 00:00:00 EDT

SEC Rules and Regulations

  • Division of Investment Management Grants No-Action Relief to the Investment Adviser Association under Custody Rule

Industry Update

  • SEC Division of Investment Management Issues Guidance on “Robo-Advisors”

  • IM Guidance Update Cautions Investment Advisers Regarding Inadvertent Custody under the Custody Rule

  • OCIE Announces Five Most Frequent Compliance Topics Identified during Examinations of Investment Advisers

  • SEC Staff Issues Responses to Frequently Asked Questions Relating to Mutual Fund Fees Guidance Update

  • Department of Labor Proposes 60-Day Delay of Fiduciary Rule Applicability

Litigation

  • Large Financial Institution Settles Charges Related to Failure to Implement Policies Surrounding Inverse ETFs




REGENXBIO Follow-On Common Stock Offering

Tue, 28 Mar 2017 00:00:00 EDT

Davis Polk advised the representatives of the underwriters in connection with the $75.9 million offering of 3,700,000 shares of common stock of REGENXBIO Inc. 




Financial Engines, Inc. Secondary Offering

Fri, 24 Mar 2017 00:00:00 EDT

Davis Polk advised the underwriter in connection with the $182 million SEC-registered secondary offering of 4,109,128 shares of common stock of Financial Engines, Inc. The common stock is listed on the NASDAQ Global Market under the symbol “FNGN.”




Davis Polk Advises Grupo Unicomer on Its $350 Million High-Yield Notes Offering

Fri, 24 Mar 2017 00:00:00 EDT

Davis Polk advised Grupo Unicomer Co. Ltd. in connection with its Rule 144A/Regulation S offering of $350 million aggregate principal amount of its 7.875% senior notes due 2024.




Neovia Logistics Exchange Offer and Consent Solicitation

Thu, 23 Mar 2017 00:00:00 EDT

Davis Polk advised Neovia Logistics Intermediate Holdings, LP and Neovia Logistics Intermediate Finance Corporation on their offer to exchange new 10.00%/10.75% (with adjustable step-up) senior PIK toggle notes due 2020 and cash for any and all outstanding 10.00%/10.75% senior PIK toggle notes due 2018 and the related solicitation of consents to amend the indenture governing the 2018 notes.




Davis Polk Advises Equinix, Inc. on Its $1.25 Billion High-Yield Notes Offering

Wed, 22 Mar 2017 00:00:00 EDT

Davis Polk advised Equinix, Inc. on its SEC-registered offering of $1.25 billion aggregate principal amount of 5.375% senior notes due 2027.




Davis Polk Advises Penumbra, Inc. on Its Follow-On Offering

Wed, 22 Mar 2017 00:00:00 EDT

Davis Polk advised Penumbra, Inc. on its SEC-registered follow-on public offering of 1,495,000 shares of common stock for an aggregate price to the public of approximately $113.62 million including 195,000 shares sold pursuant to the underwriters’ option to purchase additional shares. 




Davis Polk Advises Telefónica on Its $3.5 Billion SEC-Registered Debt Offering

Fri, 17 Mar 2017 00:00:00 EDT

Davis Polk advised Telefónica, S.A. and Telefónica Emisiones, S.A.U. on the SEC-registered $3.5 billion aggregate principal amount off-the-shelf notes offering by Telefónica Emisiones, S.A.U., fully guaranteed by Telefónica, S.A. 




Davis Polk Advises Equinix, Inc. on Its $2.185 Billion Follow-On Offering

Tue, 14 Mar 2017 00:00:00 EDT

Davis Polk advised Equinix, Inc. on its SEC-registered follow-on public offering of 6,069,444 shares of common stock including 791,666 shares that the underwriters purchased pursuant to their option to purchase additional shares.




Davis Polk Advises Morgan Stanley on Its £1 Billion Senior Notes Offering

Fri, 10 Mar 2017 00:00:00 EST

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of £1 billion aggregate principal amount of 2.625% fixed-rate pounds sterling senior notes due 2027.




Davis Polk Advises Morgan Stanley on Its $1.25 Billion Senior Notes Reopening

Thu, 09 Mar 2017 00:00:00 EST

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $1.25 billion aggregate principal amount of floating-rate senior notes due 2022. 




Investment Management Regulatory Update - February 2017

Tue, 28 Feb 2017 00:00:00 EST

SEC Rules and Regulations

  • SEC Staff Provides Interpretative Guidance that Restrictions of Section 22(d) of the Investment Company Act Do Not Apply to a Broker for Clean Shares
  • SEC Issues Interpretation Under Rule 12d1-2(a)(1) of the Investment Company Act

Industry Update

  • SEC Staff Updates Form PF Frequently Asked Questions
  • Financial Stability Board Releases Final Policy Recommendations to Address Structural Vulnerabilities from Asset Management Activities

Litigation

  • BlackRock Settles Charges Related to Separation Agreements Waiving Whistleblower Awards
  • Investment Advisers Charged with Pay-to-Play Rule Violations
  • Large Financial Institution Settles with SEC for Client Billing, Custody Rule and Records Violations



Davis Polk Advises Auris Medical Holding AG on Its Offering of Common Shares and Warrants to Purchase Common Shares

Tue, 21 Feb 2017 00:00:00 EST

Davis Polk advised Auris Medical Holding AG on its $10 million public offering of 10,000,000 of its common shares and 10,000,000 warrants, each warrant entitling its holder to purchase 0.7 of a common share.




Davis Polk Advises Morgan Stanley on Its $3 Billion Senior Notes Offering

Fri, 17 Feb 2017 00:00:00 EST

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $3 billion aggregate principal amount of floating-rate senior notes due 2020. 




Davis Polk Advises ContourGlobal on Its €100 Million Reopening

Wed, 15 Feb 2017 00:00:00 EST

Davis Polk advised ContourGlobal Power Holdings S.A., an indirect wholly owned subsidiary of ContourGlobal L.P., in connection with the offering of an additional €100 million aggregate principal amount of its 5.125% senior secured notes due 2021.




Davis Polk Advises Fortress Investment Group’s Special Committee on Its Acquisition by SoftBank

Tue, 14 Feb 2017 00:00:00 EST

Davis Polk is advising the Special Committee of Independent Directors of Fortress Investment Group LLC in connection with the approximately $3.3 billion acquisition of Fortress by SoftBank Group Corp.




Davis Polk Advises IHS Markit Ltd. on Its $500 Million Senior Notes Offering

Thu, 09 Feb 2017 00:00:00 EST

Davis Polk advised IHS Markit Ltd. in connection with its Rule 144A/Regulation S offering of $500 million aggregate principal amount of its 4.75% senior notes due 2025.




Davis Polk Advises Rumo on Its $750 Million Notes Offering

Thu, 09 Feb 2017 00:00:00 EST

Davis Polk advised Rumo Luxembourg S.à r.l., as issuer, and Rumo S.A., as guarantor, in connection with Rumo Luxembourg’s $750 million offering of 7.375% senior notes due 2024, which were issued pursuant to Rule 144A and Regulation S under the Securities Act.




Davis Polk Advises Morgan Stanley on Its CAD$1 Billion Senior Notes Offering

Tue, 07 Feb 2017 00:00:00 EST

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of CAD$1 billion aggregate principal amount of fixed-rate senior notes due 2024. 




Davis Polk Advises Morgan Stanley on $1 Billion Preferred Stock Offering

Fri, 03 Feb 2017 00:00:00 EST

Davis Polk advised Morgan Stanley in connection with its $1 billion SEC-registered offering of 40,000,000 depositary shares, each representing a 1/1,000th interest in a share of its fixed-to-floating-rate noncumulative preferred stock, Series K. 




Davis Polk Advises REV Group, Inc. on Its $275 Million Initial Public Offering

Wed, 01 Feb 2017 00:00:00 EST

Davis Polk advised REV Group, Inc. on its $275 million initial public offering of 12,500,000 shares of common stock. The shares of common stock are listed on the New York Stock Exchange under the symbol “REVG.”




Davis Polk Advises Affimed on Its $18 Million Offering of Shares

Wed, 25 Jan 2017 00:00:00 EST

Davis Polk advised Affimed N.V. on its $18 million public offering of 10,000,000 of its common shares.




Davis Polk Advises Morgan Stanley on Its $7 Billion Senior Notes Offering

Mon, 23 Jan 2017 00:00:00 EST

Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $7 billion aggregate principal amount of senior notes, consisting of $1.75 billion floating-rate notes due 2022, $3 billion 3.625% fixed-rate notes due 2027 and $2.25 billion 4.375% fixed-rate notes due 2047. 




Investment Management Regulatory Update - January 2017

Mon, 23 Jan 2017 00:00:00 EST

SEC Rules and Regulations

  • SEC Staff Grants No-Action Relief under Section 17(e) of the Investment Company Act to Russell Investment Management, LLC to Utilize Affiliate Broker-Dealer to Effect Foreign Currency Transactions and Receive Remuneration

Industry Update

  • IM Guidance Update Addresses Disclosure of Mutual Fund Fee Structures
  • SEC Announces Intent to Examine Supervision Practices of Registered Investment Advisers over Advisory Personnel in Branch Offices
  • SEC’s National Examination Program Releases Examination Priorities for 2017

Litigation

  • New York Pension Official and Brokers Charged with Pay-to-Play Scheme
  • SEC Charges Platinum Funds, Founder and Associates with Defrauding Investors