August 16, 2017

WASHINGTON—Covington is advising Mexichem, S.A.B. de C.V. on its $1.895 billion acquisition of an 80 percent stake in Netafim, Ltd., the world’s largest irrigation company, from private equity and buyout firm Permira, Kibbutz Magal and Kibbutz Hatzerim. Kibbutz Hatzerim will retain a 20 percent stake. Covington has also been assisting with the related ...

August 15, 2017

WASHINGTON—Covington, together with Israeli-based law firm Allens and Herzog Fox & Neeman, is representing Aristocrat Leisure Limited, a leading provider of gaming solutions, in its acquisition of Plarium Global Limited and the related acquisition financing.  Aristocrat will make an upfront cash payment of $500 million plus earn-out payments based on Plarium’s ...

August 11, 2017

WASHINGTON—The American Lawyer honored Covington with two Global Legal Awards, recognizing the firm’s success in “navigating complex international legal issues.” The firm was recognized for “Global M&A Deal of the Year: Japan” and “Global Dispute of the Year: Investigations (Asia).” Covington advised Tencent Holdings Limited, a leading provider of internet ...

August 10, 2017

NEW YORK—Covington is representing IFM Therapeutics in its sale to Bristol Myers Squibb for $300 million in cash and the right to receive contingent payments upon achievement of specified milestones that could total in excess of $1 billion for each of its two oncology programs. Prior to closing, IFM will spin off its inflammation program to a newly-formed ...

August 10, 2017

NEW YORK—Covington advised the underwriters in a $138 million follow-on public offering of common stock by Repligen Corporation. Covington previously represented the underwriters in Repligen's $115 million convertible note offering in May 2016. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands, cell culture growth factors, and ...

July 31, 2017, The Law Society Gazette

Graham Vinter was interviewed by The Law Society Gazette about his move to Covington and the importance of respect for the rule of law. Vinter, who serves as chair of a new independent body that aims to promote the rule of law across the international business community, says, "As multinational companies develop their supply chains and markets both at home and ...

July 27, 2017

NEW YORK—Covington advised The Walter and Eliza Hall Institute of Medical Research (WEHI), Australia's oldest medical research institute, in its landmark monetization of a portion of its royalties relating to the cancer drug Venetoclax. The purchaser, a wholly owned subsidiary of Canada Pension Plan Investment Board, paid US$250 million upfront, and agreed to ...

July 12, 2017

LONDON—Covington is advising Central European Media Enterprises Ltd. (CME) on the sale of its broadcast operations in Croatia and Slovenia to Slovenia Broadband S.à r.l for approximately $262.2 million. The transaction is expected to close by the end of 2017.  CME is a NASDAQ-listed media and entertainment company operating leading businesses in six Central and ...

July 6, 2017, Law360

Jack Bodner is quoted in a Law360 article regarding the U.S. mergers and acquisitions market. “We've seen and I think we'll continue to see good M&A activity in the nonmegadeal and middle market tier. We've seen less and I think we'll continue to see less activity than the most robust years in the megadeal area, but overall it's been a busy year for M&A in ...

July 5, 2017

WASHINGTON—The U.S. Tax Court ruled in favor of Covington’s client the Boston Bruins in a dispute with the IRS over away-game meal costs. The IRS had argued that the Bruins were entitled to deduct only 50 percent of the costs of meals that the club served to its players and other employees during road trips. The Tax Court declined to accept this view and ...

July 5, 2017, Covington Alert

On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our Business Startups Act (known as the JOBS Act) in 2012.

June 29, 2017, Covington Alert

In a case that could have wide-ranging effect across the sports industry and potentially beyond, the U.S. Tax Court ruled on June 26, 2017, that the Boston Bruins were allowed to deduct 100 percent of the costs of meals that they served to their players and other employees at hotels while traveling for road games. The IRS had argued that only 50 percent of those costs were deductible. Covington represented the Bruins and their owners, Jeremy and Margaret Jacobs, both in front of the IRS and in the Tax Court.

June 21, 2017, Financial Times

Graham Vinter is quoted in a Financial Times article regarding the importance of defending the rule of law to businesses around the world. “The main onus on establishing respect for the rule of law, or establishing the rule of law in a country, is with the politicians,” says Vinter. “It’s too difficult to expect business to bring about change in a particular ...

June 16, 2017

LONDON—Euromoney Legal Media Group has selected three Covington lawyers for its annual “Europe Women in Business Law Awards.” The awards honor women in the legal sector across Europe. The Covington lawyers recognized are: Louise Nash, Best in Mergers & Acquisitions. Ms. Nash focuses on M&A and other transactional matters for clients in the consumer brands, ...

June 15, 2017, Law360

Loretta Shaw-Lorello, Kelly Labritz, and William Sturman are quoted in a Law360 article regarding the private equity secondaries market. “The market has gained new prominence in the last few years,” says Shaw-Lorello.  According to Labritz, working on secondaries transactions involves a combination of skills from multiple different practice types. In order to ...

June 14, 2017, Webinar

June 12, 2017

LOS ANGELES—Covington partners Robyn Polashuk, Clara Shin, and Sonya Winner have been named to the Daily Journal’s 2017 “Top 100 Women Lawyers” list, which recognizes the leading women lawyers in California who “try complex commercial disputes and put together industry-transforming deals.” Managing partner of the firm’s Los Angeles office, Ms. Polashuk focuses ...

June 7, 2017, The Lexis Practice Advisor Journal

Keir Gumbs participated in a Q&A with Lexis Practice Advisor to discuss issues that he is seeing during the 2017 proxy season.

May 24, 2017

NEW YORK—Corporate Board Member magazine has once again named Covington to its list of the top 25 corporate law firms. The “America’s Best Corporate Law Firms” survey asks directors and general counsels at publicly traded companies to identify the firms they would most likely retain for corporate legal matters of national scope. “Covington is proud that we are ...

May 23, 2017, Webinar

May 19, 2017

NEW YORK—Covington advised Perella Weinberg Partners as financial advisor to Kate Spade & Company in connection with its sale to Coach, Inc. for approximately $2.4 billion. Kate Spade & Company is a fashion company that designs and markets a range of women's and men's apparel, accessories, and fragrance products under the Kate Spade New York and Jack Spade ...

May 11, 2017, CovBrands

On 10 May 2017 the European Commission published its Final Report on the E-commerce Sector Inquiry (the “Report”).  The Commission’s E-commerce Sector Inquiry, launched on 6 May 6 2015 as part of the Digital Single Market Strategy, gathered evidence from nearly 1,900 companies connected with the online sale of consumer goods and digital content.  The...… ...

May 11, 2017, Law360

Keir Gumbs is quoted in a Law360 article evaluating the efficacy of equity crowdfunding rules, which took effect one year ago. According to Gumbs, “The rules were a step in the right direction, but there are so many hoops that have to be jumped through both in terms of the companies doing the fundraising but also the investors.” Gumbs discusses how crowdfunding ...

May 10, 2017, CovBrands

On Tuesday 9 May, John Lewis PLC announced that it had set aside £36m, as it became the latest in a long line of retailers to fall foul of the U.K.’s national minimum wage regulations. The group ascribed the shortfall to its practice of “pay averaging”, which it introduced in 2006. Under this policy, John...… Continue Reading

May 7, 2017, Africa Capital Digest

Graham Vinter is quoted in an Africa Capital Digest article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Johannesburg and Dubai. “The team’s reputation in project finance is absolutely first class, and we are delighted with their decision to join the firm,” says Vintner. “Not ...

May 4, 2017, African Law & Business

Timothy Hester and Graham Vinter are quoted in an African Law & Business article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Johannesburg and Dubai. According to Hester, the additions are “a natural progression of our strategy to build a leading projects practice.” He adds ...

May 4, 2017, The Recorder

Catharina Min and Tom DeFilipps are quoted by The Recorder in an article regarding Min's arrival to the firm's M&A practice. Min, who predominantly represents technology industry clients, notes that her interest in Covington was largely due to the firm's regulatory expertise. "They're just at the forefront of so many cutting-edge issues," says Min. "Most of ...

May 4, 2017, Law360

Catharina Min and Tom DeFilipps are quoted in a Law360 article regarding Min's arrival to Covington's Mergers and Acquisitions practice.  According to DeFilipps, who has worked with Min in the past, “Her ability to advise companies navigating an ever-changing technology landscape will enhance the firm’s corporate practice as we continue to build our ...

May 3, 2017

SILICON VALLEY—Catharina Min has joined Covington as a partner in its Corporate practice in Silicon Valley. Recently named among the “Top 50 Multicultural Leaders in Technology” by the National Diversity Council, Ms. Min handles a range of transactions for U.S. and international technology companies, including M&A, private financings, joint ventures, strategic ...

May 2, 2017, Covington Alert

On April 19, 2017, the House Financial Services Committee (the “Committee”) released a new “discussion draft” of the Financial CHOICE Act (“CHOICE Act 2.0”), its comprehensive regulatory reform bill aimed at revising or repealing many features of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Committee released the first version of the bill in June 2016.

Prospects for enactment of the CHOICE Act 2.0 are dim, at best. In its omnibus form, the bill is not expected to have substantial, if any, bipartisan support, and in the Senate, the legislative filibuster probably dooms its fate. However, it is possible that discrete pieces of the bill could have bipartisan appeal and thus might be able to be passed separately, and perhaps in short order.

This client alert summarizes some of the more noteworthy provisions that would affect the securities laws and regulation of capital markets. The bill also includes significant changes to the regulation of banks and other financial institutions, which we described in our client alert published on April 24, 2017.

April 27, 2017

LONDON—Covington significantly expanded its Project Development and Finance practice with the addition of Ben Donovan, Agnieszka Klich, Richard Keenan, and David Miles, and the firm’s Middle East regional capabilities in corporate and dispute resolution matters with the addition of Jack Greenwald. With these additions, the firm also opened offices in Dubai and ...

April 27, 2017, The American Lawyer

Timothy Hester is quoted in an American Lawyer article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Hester, the firm’s Chadbourne recruits in Dubai and Johannesburg will create a bridge between Covington’s outposts in Africa, Asia, Europe ...

April 27, 2017, IJ Global

Graham Vinter is quoted in an IJ Global article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Vinter, “We already have strong ties in the Middle East and North Africa region and want to be at the table when countries in that region launch ...

April 27, 2017, The Lawyer

Timothy Hester and Graham Vinter are quoted by The Lawyer in an article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Hester, “We have been looking to build our project finance team for a long time." He adds, "This group became available to ...

April 27, 2017, Legal Week

Timothy Hester is quoted in a Legal Week article regarding the expansion of Covington's Project Finance practice with the arrival of four new partners and the opening of offices in Dubai and Johannesburg. According to Hester, “We have been focused on building our project finance capabilities for many years, and these opportunities fit very well with that ...

April 27, 2017, Covington Alert

On April 26, 2017, U.S. Treasury Secretary Steven Mnuchin and National Economic Council Director Gary Cohn introduced the Trump Administration’s tax reform proposal (the “Trump Proposal”) in a briefing. The proposal appears to borrow heavily from the tax reform plan put out by Mr. Trump during his presidential campaign with the significant exception that this reform proposal advocates adoption of a territorial tax system.

The proposal, set forth in a bulleted one-page document, was notably short on details, and Secretary Mnuchin stated that many details will be finalized in subsequent discussions with Congress. We highlight the major components in the Trump Proposal that we anticipate will be of the greatest interest to our clients.

April 26, 2017

LOS ANGELES—The Los Angeles Business Journal has named Covington partner Robyn Polashuk one of the “Most Influential Women Lawyers” in Los Angeles.  The Los Angeles Business Journal recognized Ms. Polashuk’s “unique practice that lies at the intersection of traditional and digital media.” The profile highlighted Ms. Polashuk’s representation of entertainment ...

April 17, 2017, Covington Alert

On April 7, 2017, the SEC’s Division of Corporation Finance (the “Division”) issued a statement indicating that it will not recommend enforcement action to the SEC if companies subject to the SEC’s conflict minerals reporting rule only file disclosure under the provisions of paragraphs (a) and (b) of Item 1.01 of Form SD, and not under paragraph (c) of Item 1.01. As discussed below, the statement means that a company will not face the risk of an enforcement action if it fails to conduct the supply chain due diligence called for by paragraph (c) of Item 1.01 and does not file a Conflict Minerals Report, even when it would otherwise be required to take such steps. The Division’s statement is available here.

April 14, 2017, Harvard Law School Entertainment Symposium

April 14, 2017, Harvard Law School Entertainment Symposium

April 14, 2017, 6th Annual NYU Sports Law Colloquium

April 13, 2017, Law360

Thomas Repke is quoted in a Law360 article regarding his arrival to the firm’s Mergers and Acquisitions practice. “This is an opportunity to share best practices, put the best teams together, which the firm is really conducive to,” Repke says. “Providing excellence in client service and that’s really the goal. Having been in-house for the past seven years, ...

April 12, 2017, Covington Alert

On April 11, 2017, the Cyberspace Administration of China (“CAC”) released a draft of the Measures on Security Assessment of Cross-border Data Transfer of Personal Information and Important Data (“the Draft Measures”) for public comment (official Chinese version available here; Covington’s translation of the Draft Measures is appended at the end of this alert).

April 11, 2017, Covington Alert

The U.S. Securities and Exchange Commission (“SEC”) has adopted amendments to its rules and forms that will require companies filing registration statements and reports subject to the exhibit requirements of Item 601 of Regulation S-K to include an active hyperlink to each exhibit listed in the exhibit index, whether or not the exhibit is incorporated by reference. To facilitate the use of hyperlinks, subject to a small exception, the amendments also require companies to file such registration statements and reports on the SEC’s electronic filing system, EDGAR, in HyperText Markup Language (“HTML”) format.

The SEC also has proposed rule amendments that would require the use of the Inline eXtensible Business Reporting Language (“XBRL”) format for public companies and mutual funds that submit financial statement information and risk/return summaries using XBRL. The proposed amendments would also eliminate the current requirement for such filers to post XBRL data files on their websites.

April 8, 2017, CovBrands

On 5 April 2017, the Duesseldorf Higher Regional Court confirmed the August 2015 decision of the Federal Cartel Office finding that it is anti-competitive and therefore illegal to impose on distributors a general prohibition on the use of online price comparison portals. The Cartel Office had faulted Asics over imposing the following restrictions on its...… ...

April 4, 2017

WASHINGTON—Thomas Repke, who has extensive M&A private practice and in-house experience, has joined Covington as a partner in its Mergers and Acquisitions practice in Washington. Most recently, Mr. Repke served as lead counsel for Tyco on all M&A, divestiture, joint venture, and investment transactions across all business units. While at Tyco, he helped ...

March 29, 2017, Covington Alert

A number of new pieces of legislation have recently come into force or are due to come into force shortly which impose certain reporting obligations on both companies and limited liability partnerships in the UK.

March 28, 2017, Covington Alert

On March 16, 2017, following a lengthy legislative process, the European Parliament approved a final regulation implementing a new due diligence and reporting regime for “conflict minerals” (i.e., tin, tantalum and tungsten, their ores, and gold) imported in the EU. The regulation will enter into force 20 days after formal approval by the Council of Ministers and publication in the Official Journal of the European Union. The regime will be applicable as from January 1, 2021. The adopted text can be found here.

March 17, 2017, Inside Compensation

Legislation proposed by the Republicans to repeal and replace the Affordable Care Act, called the American Health Care Act (“AHCA”), repeals most of the taxes that were imposed by the Affordable Care Act on employers, their health plans and employees, such as the employer mandate and 0.9% Medicare surtax. The AHCA would not repeal the...… Continue Reading

March 17, 2017

LONDON—Covington advised AstraZeneca on its strategic collaboration with Circassia Pharmaceuticals plc, a respiratory biopharmaceutical company, for the development and commercialisation of Tudorza and Duaklir* in the U.S.  Tudorza and Duaklir are inhaled respiratory medicines for the treatment of chronic obstructive pulmonary disease (COPD). Tudorza was ...

March 15, 2017, Biotech & Money

March 1, 2017, Law360

February 28, 2017

NEW YORK—Tom Kuhn has joined Covington’s Mergers and Acquisitions practice, and will focus on media and technology transactions. He will be based in the firm’s New York office. Mr. Kuhn is a seasoned M&A deal maker, with experience both as a lawyer and as a banker. He also advises on corporate governance matters and provides strategic counseling. He has ...

February 27, 2017

NEW YORK—Latinvex has named Covington partners Gabriel Mesa and Nicole Duclos among “Latin America’s Top 100 Lawyers” in 2017. Mr. Mesa counsels corporations in joint ventures and private mergers and acquisitions in Latin America and other emerging markets, as well as in the United States. A client described Mr. Mesa as "an excellent lawyer,” noting that his ...

February 24, 2017, Law360

Donald Murray is quoted in a Law360 article regarding SNAP Inc.’s expected $3 billion initial public offering. According to Murray, “There are so many unusual aspects to this offering that it’s going to be hard to draw any conclusions from it.” Commenting on the effect of the deal on future IPO candidates, Murray says, “I think it’s far more important not to ...

February 24, 2017, Covington Alert

With the Republican Party now in control of the White House and both houses of Congress, and with both President Trump and GOP Congressional leadership having publicly committed to enacting comprehensive tax reform, we believe that passage of a tax reform bill is likely to occur later this year or next year. This timing creates an urgent need for clients to understand the key elements of existing tax reform proposals, and how the proposals could affect them.

February 22, 2017, Reuters

Keir Gumbs is quoted in a Reuters article regarding the effect Jay Clayton will have on the Securities and Exchange Commission once confirmed as head of the agency. Commenting on ways in which the SEC is looking to make disclosures more useful to investors, Gumbs says an improvement that would be welcome by businesses would be to focus reporting rules to a ...

February 14, 2017, Harvard Law School Forum on Corporate Governance and Financial Regulation

February 13, 2017, Agenda

Keir Gumbs is quoted in an Agenda article regarding the Trump Administration’s rollback of Dodd-Frank. According to Gumbs, “I don’t think there’s any doubt that some of the Dodd-Frank rules that were not clearly connected to the financial crisis are going to either be gone or significantly reduced. The question is, will they be gone or reduced, and if so, how ...

February 13, 2017, Builders Online

February 10, 2017, Law360

Law360 selected Covington’s Life Sciences practice as a “Practice Group of the Year,” highlighting the firm’s involvement in billion-dollar transactions, success in contentious litigation, and regulatory advice on cutting-edge technology. According to Michael Labson, “What we offer and bring to complicated, complex issues is a mixture of deep subject-matter ...

February 10, 2017, Bloomberg BNA

Keir Gumbs is quoted in a Bloomberg BNA article regarding a draft executive order targeting the conflict minerals reporting requirement. According to Gumbs, “I have never heard a national security concern expressed with respect to the conflict minerals rule.”

February 7, 2017, The National Law Journal

Keir Gumbs is featured by The National Law Journal in an article about the role of outside counsel in keeping clients abreast of the changing financial regulatory landscape under President Trump. “To be honest, I think what I find myself doing and other regulatory lawyers doing is not that dissimilar to what [reporters] do,” says Gumbs. This includes setting up ...

February 6, 2017, Covington Alert

The new Trump Administration has generated significant uncertainty about the applicability of a number of tax regulations finalized in the waning days of the Obama Administration. On the day of President Trump’s inauguration, Reince Priebus, the Chief of Staff of the White House issued a memorandum to all the heads of executive agencies to pause certain of their rule-making activities until review by the President’s new appointees or designees, with very limited exceptions for emergency situations. The Chief of Staff’s memorandum directs executive agencies to: (1) refrain from sending any new regulations to the Office of the Federal Register (“OFR”) until it has been approved by an agency head appointed by President Trump; (2) withdraw those regulations that had been sent to the OFR but remain unpublished (there is typically a lag of at least one day between a regulation being sent to the OFR and its publication in the Federal Register); and (3) postpone for 60 days the effective date of any regulation that had been published in the Federal Register but had not yet taken effect.

February 3, 2017, Global Investigations Review

Ian Hargreaves and David Lorello are quoted in a Global Investigations Review article regarding Hargreaves’ recent arrival to Covington. According to Hargreaves, the firm’s “pre-eminence in dispute resolution, and its immense strength and global recognition as a market-leader in white-collar crime matters and investigations” fueled his decision. Lorello says, ...

February 1, 2017, Covington Alert

The Delaware Court of Chancery earlier this week ruled that the protection of the business judgment rule afforded to directors involved in a change of control transaction that is approved by a majority of fully informed, disinterested stockholders—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial Holdings LLC (discussed in our prior alert)—applied to a merger notwithstanding the presence of a target corporation controlling stockholder that was unaffiliated with the buyer. The In re Merge Healthcare Inc. Stockholders Litigation decision by Vice Chancellor Glasscock punctuates a series of recent Chancery decisions dismissing post-closing fiduciary claims under Corwin with useful judicial gloss on the scope of Corwin’s exception to business judgment review for transactions involving controlling stockholders.

January 31, 2017

LONDON—Ian Hargreaves has joined Covington as a partner in the firm’s European Dispute Resolution practice resident in London. Mr. Hargreaves’ arrival follows that of litigation partners Craig Pollack, Greg Lascelles, Elaine Whiteford, and Louise Freeman over the past six months. Mr. Hargreaves advises on major European white collar and related civil and ...

January 31, 2017, Law360

Law360 featured Ed McClellan’s addition to Covington’s Public Policy and Government Affairs practice in a round-up of notable tax attorney moves in January. According to McClellan, there is tremendous private sector interest in GOP plans to cut corporate tax rates, provide a 100 percent exemption for foreign earnings, allow full expensing of capital investments ...

January 30, 2017

WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in its agreement to acquire a portfolio of intrathecal spasticity and pain management drugs from Mallinckrodt LLC.  The purchase price was $171 million, plus an earn-out of up to an additional $32 million. This is the third acquisition that ...

January 25, 2017, Forbes

Forbes highlights Keir Gumbs’ participation in the National Association of Corporate Director’s webinar, “A Preview of the Regulatory Environment in 2017.” The article outlines insights shared during the webinar on key governance trends for which to watch in 2017. 

January 18, 2017, The Law Society Gazette

Graham Vinter is quoted by The Law Society Gazette in an article regarding the new initiative of the Bingham Centre for the Rule of Law, which he will chair. According to Vinter, “As multinational companies develop their supply chains and markets both at home and around the world, they are encountering a complex set of legal risks including contractual ...

January 6, 2017, Law360

Eric Blanchard is quoted in a Law360 article providing a roundup of top-of-mind questions at this year’s JPMorgan health care conference. According to Blanchard, “I think the real question is: Are people going to buy this year?” He adds, “Is there going to be investor demand?”  Commenting on mergers and acquisitions, Blanchard says, “By and large, if there is a ...

January 5, 2017, Law360

Timothy Hester and Ed McClellan are quoted in a Law360 article regarding McClellan’s recent arrival to the firm’s Tax and Public Policy and Government Affairs practices. According to Hester, “Given the inevitability of new tax legislation that will have significant effects across the economy, Ed is a highly valuable resource in an area of great importance for ...

January 4, 2017

WASHINGTON—Ed McClellan has joined Covington as a partner in its Tax and Public Policy and Government Affairs practices resident in Washington.  Mr. McClellan served as Tax Counsel for the U.S. Senate Finance Committee and as a senior policy and technical advisor to two chairmen of the Committee, Senator Chuck Grassley and the late Senator Bill Roth. Mr. ...

January 4, 2017, Covington Alert

One piece of the ongoing debate over the Securities and Exchange Commission’s use of Administrative Law Judges to adjudicate enforcement actions may be heading to the U.S. Supreme Court. On December 27, 2016, in Bandimere v. SEC, the U.S. Court of Appeals for the Tenth Circuit invalidated SEC sanctions against an individual on the ground that the ALJ who presided over the proceeding was hired in violation of the U.S. Constitution’s Appointments Clause. The decision directly conflicts with the D.C. Circuit’s August 2016 decision in Lucia v. SEC.

January 2, 2017, Law360

Leonard Chazen is quoted in a Law360 article regarding trends that will shape shareholder activism in 2017. According to Chazen, “[If] you have an activist campaign that is really financial engineering without a persuasive critique of the company’s business plan, I think it is hard for an activist to win.”

December 23, 2016, Inside Compensation

A new post on Covington’s eHealth blog discusses HIPAA-related provisions in the Twenty-First Century Cures Act, signed by President Obama on December 13.   These provisions direct HHS to consider HIPAA’s effects on mental health treatment and the availability of health data for research purposes.  Read the full post here.… Continue Reading

December 23, 2016, MarketWatch

Keir Gumbs is quoted in a MarketWatch article regarding Donald Trump’s opportunity to reshape the agenda of the Securities and Exchange Commission. According to Gumbs, disclosure reform moves to the top of the list in the new administration. However, Dodd-Frank rules related to executive compensation such as the clawback rule and incentive bonus controls for ...

December 22, 2016, Law360

Donald Murray is quoted in a Law360 article providing an overview of trends that shaped the IPO landscape in 2016. Commenting on health care deal flow and the effect of financial struggles in the specialty pharma area, Murray says, “That had at least a psychological, depressing effect on investors’ appetite during the course of the year.”

December 21, 2016

NEW YORK—Covington was honored at the Americas M&A Atlas Awards ceremony held in New York on December 6. The firm was recognized for Cross Border Deal of the Year in connection with its representation of Grupo P.I. Mabe S.A., a Mexican manufacturer of disposable hygienic products, in its sale to Ontex, Ltd., a publicly traded international producer of personal ...

December 21, 2016

SHANGHAI—China Business Law Journal has named Covington partner Weishi Li to its “A-List” of the top 100 private practice lawyers in China. Ms. Li is one of two life sciences lawyers recognized by the magazine. China Business Law Journal’s inaugural A-list is based on interviews of in-house counsel in China and around the world, as well as partners at Chinese ...

December 19, 2016, Law360

December 14, 2016, Covington Alert

Those who track investment policy issues will have noticed an important theme emerging in recent years of Western economies evaluating their foreign investment regimes, in particular in light of the outflow from China into technology, infrastructure and natural resource assets. The UK is now considering, and is expected to adopt, a new foreign investment regime that will give the Government greater powers of intervention.

December 6, 2016, Covington Alert

In late October, the U.S. Securities and Exchange Commission (SEC) proposed long-awaited changes to the proxy rules that would require parties in a contested election of directors to distribute universal proxy cards, i.e., a proxy card that includes director candidates nominated by a company’s management as well as those nominated by a shareholder. Under current rules, companies and dissidents use competing proxy cards. This prevents shareholders from voting by proxy for their chosen mix of director candidates by effectively requiring them to choose either management’s slate of nominees or the dissident’s mix of their nominees and their preferred management nominees. The SEC proposed the new rules in order to more closely align the process of voting by proxy with the way a shareholder would vote in person at a shareholder meeting.

December 5, 2016

WASHINGTON—SportsBusiness Journal has named Doug Gibson and Gregg Levy to its list of the “50 Most Influential People in Sports Business.” Mr. Gibson and Mr. Levy are two of only four lawyers in private practice on the list, which also includes league commissioners and team owners, broadcast industry and sponsor company CEOs, and other high-profile executives in ...

December 1, 2016, Covington Alert

The Securities and Exchange Commission (the “SEC”) recently adopted rules to update and enhance registration exemptions for intrastate and regional securities offerings. The final rules amend Rule 147, a safe harbor for exempt intrastate offerings under the Securities Act of 1933 (the “Securities Act”). In addition, the final rules establish a new offering exemption, Rule 147A under the Securities Act, which expands flexibility for intrastate offerings by (i) allowing issuers to make communications that would constitute offers through media that cannot practicably be limited to a single state and (ii) permitting use of the rule by companies that are incorporated or organized in a state other than the state where the securities are being sold. Aside from these two key differences, discussed in more detail below, amended Rule 147 and new Rule 147A are substantially similar.

November 23, 2016

NEW YORK—Covington is advising Cantor Fitzgerald as financial advisor to Signal Genetics in connection with Signal’s merger transaction with miRagen Therapeutics. Signal is a commercial stage, molecular diagnostic company that provides innovative diagnostic services that help physicians make better-informed decisions concerning the care of cancer patients. ...

November 23, 2016

NEW YORK—Covington is advising Jefferies as financial advisor to CNL Lifestyles Properties in connection with the sale of 34 ski and attraction assets to EPR Properties and Ski Resorts Holdings for approximately $830 million in cash and shares of EPR common stock. CNL is a REIT focused on investing in lifestyle activities and whose portfolio includes ski and ...

November 9, 2016, IJ Global

Andrew Jack is quoted in an IJ Global article regarding the implications of Donald Trump’s election for U.S. infrastructure. According to Jack, although there is much uncertainty about what might change, “there’s a lot of things that are going to continue regardless of who is in government.”  Jack points out that there will continue to be technological ...

November 7, 2016, Agenda Week

Keir Gumbs is quoted in an Agenda Week article regarding the new wave of shareholder proposals on proxy access. According to Gumbs, “the million-dollar question right now” is whether companies can omit shareholder proposals if they have implemented some of the provisions proponents have asked for, but not all of them. Historically, the SEC has assessed ...

November 4, 2016, Inside Compensation

Our colleague Jason Levy recently published an article in The Actuary Magazine on the Department of Labor’s fiduciary conflict rule.  More than six years in the making, this rule represents perhaps the most significant regulation from the DOL during the Obama Administration. The fiduciary conflict rule expands the definition of fiduciary to cover, with ...

November 1, 2016, Inside Compensation

Existing rules in Europe require, and proposed rules in the U.S. would require, companies and financial institutions to have in place effective clawback policies.  Under such policies, employers have the ability to recover compensation paid to employees when certain events occur or information comes to light that could have an adverse effect on the employer....… ...

October 26, 2016, Bloomberg BNA

Keir Gumbs is quoted in a Bloomberg BNA article regarding the effect of having one “universal” proxy ballot on activist campaigns. According to Gumbs, “Right now, it’s expensive, you have to hire lawyers and solicitors, and there’s no guarantee that you’ll win.” He adds that “your chances go up dramatically” if companies are required to include an activist’s ...

October 25, 2016, Covington Alert

In a recent case, Robinson v. U-Haul Company of California, the California Court of Appeal for the First Appellate District affirmed a trial court's award of attorney’s fees and issuance of a permanent injunction against a company from using a noncompete in its California dealer contracts.

October 21, 2016

WASHINGTON—Covington represented India-based Piramal Enterprises and its wholly owned Critical Care subsidiary in the UK in the acquisition of five anesthesia and pain management injectable products from Janssen Pharmaceutica NV, in an all cash deal for an upfront consideration of US$155 million, and up to an additional US$20 million. The products to be acquired ...

October 11, 2016, Webinar

October 7, 2016

LONDON—Covington advised AstraZeneca on its agreement with Cilag GmbH International, an affiliate of Johnson & Johnson, for the divestment of the rights to Rhinocort Aqua outside the U.S. Rhinocort Aqua is a nasal spray indicated for allergic and non-allergic rhinitis (inflammation of the inside of the nose), and for the treatment of nasal polyps (swelling of ...

October 7, 2016, Law360

October 5, 2016

NEW YORK—David Schwartzbaum has joined Covington as a partner in the Mergers and Acquisitions practice resident in New York. Mr. Schwartzbaum represents buyers, sellers, and financial advisors in public and private M&A transactions.   “David has a strong reputation for representing investment banks and financial advisors in M&A transactions, and he will play an ...

October 5, 2016, Dubai Solar Show Seminar Week, Dubai, UAE

September 30, 2016, Covington Alert

The U.S. Securities and Exchange Commission (SEC) continues to aggressively pursue companies using severance and other employment agreements that could be perceived to discourage employees from reporting possible securities law violations. Three enforcement actions this past summer demonstrate the need for companies to proactively review and give consideration to any provision in an employee agreement that could be interpreted as impeding whistleblowing activity—regardless of whether the agreement has actually stifled potential whistleblowers or was intended to do so.

September 26, 2016

LONDON—Graham Vinter, General Counsel of BG Group plc from 2007 until 2015, has joined Covington’s London office.  Mr. Vinter will chair the firm’s Project Finance practice and supervise an expansion of the firm’s capabilities in this area. At BG Group, Mr. Vinter was a member of the Group Executive Committee and reported to the Chief Executive Officer. He was ...

September 26, 2016, Legal Week

Timothy Hester and Graham Vinter are quoted in a Legal Week article regarding Vinter’s recent arrival. According to Hester, "We see an opportunity at Covington to build a leading projects practice that also provides synergies with other parts of the firm - in particular, arbitration, government affairs, tax, corporate, IP, and energy regulation. As we move along ...

September 26, 2016, The Lawyer

Timothy Hester and Graham Vinter are quoted by The Lawyer in an article regarding Vinter’s arrival. According to Hester, Vinter’s hire was “an opportunity to build a leading projects practice that also provides synergies with other parts of the firm – in particular, arbitration, government affairs, tax corporate, IP and energy regulation.” Vinter adds, ...

September 26, 2016, Legal Business

Timothy Hester and Graham Vinter are quoted in a Legal Business article regarding Vinter’s arrival as chair of Covington’s Project Finance practice. Hester describes Vinter as a “veteran of the project finance industry [who] is highly respected worldwide for his unparalleled knowledge of the sector.” He adds, “We see an opportunity at Covington to build a ...

September 26, 2016, Law360

Timothy Hester and Graham Vinter are quoted in a Law360 article regarding Vinter’s recent arrival as chair of the firm’s Project Finance practice. According to Hester, “Graham is a veteran of the project finance industry and is highly respected worldwide for his unparalleled knowledge of the sector.” He continues, “We see an opportunity at Covington to build a ...

September 19, 2016, Webcast

September 16, 2016, Bloomberg BNA

Keir Gumbs is quoted in a Bloomberg BNA article regarding proxy access, and how it is likely to remain in the spotlight for the 2017 proxy season. According to Gumbs, the SEC staff's H&R Block no-action response hasn't necessarily delineated clear parameters on what constitutes “substantially implemented” for proposals requesting to amend other types of ...

September 15, 2016

WASHINGTON—Covington advised WestRock Company in its transfer of $2.5 billion of pension liabilities to Prudential Insurance Company of America. WestRock’s pension plan will purchase a group annuity contract from Prudential covering approximately 35,000 retirees and beneficiaries. This is one of the largest pension transfer transactions to have occurred in the ...

September 13, 2016, ABF Journal

Timothy Hester and Tom DeFilipps are quoted in an ABF Journal article regarding the arrival of DeFilipps to Covington. According to Hester, “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California.” DeFilipps says, “I am very pleased to join Covington’s growing California practice.” He continues, “I am ...

September 13, 2016, The Recorder

Tom DeFilipps and Doug Gibson are quoted by The Recorder in an article regarding DeFilipps’ recent move to Covington, where he will serve as chair of the West Coast corporate practice. According to DeFilipps, “Covington presented to me an opportunity to do something that sounded very interesting at this point in my career.” He continues, "I felt as though it was ...

September 13, 2016, Daily Journal

Tom DeFilipps and Doug Gibson are quoted in a Daily Journal article regarding DeFilipps’ move to Covington’s Silicon Valley office. Commenting on the draw to Covington DeFilipps says, “One of the more compelling aspects of the Covington platforms is the way it allows you to meld the strength of its regulatory practice in D.C. and non-U.S. jurisdictions, like ...

September 12, 2016

SILICON VALLEY—Tom DeFilipps has joined Covington as a partner in the Silicon Valley office and will serve as chair of the West Coast Corporate practice.  “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California,” said Timothy Hester, Covington’s chair. “Tom has built a successful Northern California ...

September 12, 2016, Law360

Timothy Hester and Tom DeFilipps are quoted in a Law360 article regarding DeFilipps’ recent arrival. According to Hester, “Adding Tom to our Silicon Valley office is a major step forward in our plan for continued growth in California.” He continues, “Tom has built a successful Northern California corporate practice over many years and has a demonstrated track ...

August/September 2016, The Actuary Magazine

August 30, 2016, Covington Alert

As election season enters full swing, with political candidates at all levels actively soliciting campaign donations from individuals and companies, it is an ideal time for all companies to review the policies and procedures in place for political donations. While the SEC’s pay-to-play rules governing registered investment advisers and their “covered associates” are well known, the rules governing swap dealers are more obscure. Specifically, swap dealers and security-based swap dealers are subject to the “pay-to-play” rules of the Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC) respectively, which impose restrictions on the making of campaign contributions to officials of certain government entities with which a swap dealer does business.

August 25, 2016, Bloomberg BNA

Leonard Chazen is quoted in a Bloomberg BNA article regarding trends and trajectories involving activist investor campaigns. According to Chazen, the increase in the number of activist funds as well as the amount of money flowing into the funds was fueled by the traditional buy-and-hold hedge funds that were underperforming the market. He adds, activism is ...

August 16, 2016, CovBrands

On 30 June 2016, over 150 people attended the Walpole Luxury Summit: 2016 The Americas, which was ran in association with Covington in London.  Louise Nash from Covington welcomed all of the attendees to the event and an impressive line-up of speakers presented on the latest developments and opportunities in the American market.  Topics that...… Continue Reading

August 12, 2016, Law360

Scott Anthony is quoted in a Law360 article that offers advice to associates from established  M&A partners. According to Anthony, “Presentations need to be crisp. What that really means is that you need to memorize some of these legal standards that we use on a regular basis.” He continues, “The point is really that if you can do that, you still have to be able ...

August 5, 2016

NEW YORK—Covington advised Dana-Farber Cancer Institute in its monetization of a portion of its interest in royalties related to its Programmed Death Ligand-1 (PD-L1) intellectual property. PD-L1 inhibitors are immuno-oncology drugs used for the treatment of various types of metastatic cancer. CPPIB Credit Europe S.à r.l., a wholly owned subsidiary of Canada ...

July 29, 2016, CovBrands

The European Commission intends to ban the use in apparel of hundreds of Cat. 1A and 1B carcinogenic, mutagenic and toxic for reproduction substances (“CMRs”) within the next year. To do so, the Commission expects to use the so-called “fast-track” procedure to ban CMRs under Regulation 1907/2006 (“REACH Regulation”), instead of the standard procedure for...… ...

July 20, 2016, CovBrands

On 6 July 2016, the Court of Appeal of England and Wales upheld the validity of injunctions requiring the five leading Internet service providers (“ISPs”) in the UK to block consumer access to websites marketing counterfeit goods and infringing trademarks.  Significantly, the ISPs, as intermediaries for the infringement, were burdened with the costs of ...

July 20, 2016, CovBrands

Covington announced its support of the MA Fashion course at Central Saint Martins (CSM) towards the end of last year.  Since then, we have provided a number of practical workshops to the students enrolled in the course.   Our aim is to equip aspiring designers with important legal and commercial knowledge as they near graduation. The...… Continue Reading

July 15, 2016

NEW YORK—Covington advised Medical Research Council Technology, a UK-based independent life science medical research charity, in its sale of a portion of the royalty stream associated with its cancer drug Keytruda® for $150 million (£115.6 million).  Keytruda® (pembrolizumab), is a new generation treatment which stimulates the body’s immune system to fight ...

July 12, 2016, Covington Alert

In its recent In re Volcano Corporation Stockholder Litigation decision, the Delaware Court of Chancery extended the “cleansing effect” of the majority vote of fully informed, uncoerced, and disinterested stockholders in favor of a merger not subject to the entire fairness standard—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial Holdings LLC (discussed in our prior alert)—to the acceptance by a majority of such stockholders of a first-step tender offer pursuant to Delaware General Corporation Law Section 251(h) (“DGCL 251(h)”), which governs certain two-step mergers. Unless overturned or modified on appeal, Volcano establishes that, with the requisite stockholder approval, Delaware courts will afford both one- and two-step mergers (the latter, if conducted pursuant to DGCL 251(h)) the “irrebuttable” protection of the business judgment rule.

2017

Our Brexit Task Force is staffed by senior lawyers and advisors across London, Brussels, and Washington to monitor events and to keep clients apprised of legal, regulatory, and policy developments. We are advising clients across a wide range of businesses and industries on the impact and implications of Brexit, including on strategic policy and regulatory ...

July 1, 2016, Law360

Van Ellis and John Hurvitz are quoted in a Law360 article regarding Ellis’ arrival as a partner in the firm’s life sciences transactions practice. According to Ellis, who says he is drawn to how Covington deals with some of the largest and most complex transactions in the industry, “Every deal is different than the other deals. There are innovative aspects of ...

June 28, 2016, Covington Alert

The SEC’s Division of Corporation Finance (the “Division”) recently issued updated interpretive guidance on the use of non-GAAP financial measures. This guidance reflects an increasingly assertive position taken by the SEC in recent months regarding public companies’ use of numerical measures of performance, financial position or cash flows that are not calculated in accordance with generally accepted accounting principles (“GAAP”). This renewed focus follows years of use of non-GAAP financial measures by many issuers and recent analyst research and press reports that have raised questions about the discrepancies between such measures and financial performance metrics calculated in accordance with GAAP.

June 24, 2016, Covington Alert

The UK has voted to leave the European Union in an advisory referendum. 52% leave - 48% remain. Were the UK to leave the EU, this would have significant implications for the UK and for international businesses operating in the UK. The longer term impact of the decision on the regulatory framework for the UK will depend, in part, on the relationship that the UK ...

June 21, 2016

SILICON VALLEY—Covington advised Tencent Holdings Limited, a leading provider of internet service in China, in connection with its acquisition of a majority stake in Supercell from SoftBank. A consortium established by Tencent will acquire up to 84% of Supercell for $8.6 billion in a transaction valuing Supercell at approximately $10.2 billion. Supercell is a ...

June 20, 2016

WASHINGTON—Van Ellis has joined Covington as a partner in its life sciences transactions practice, resident in Washington. Mr. Ellis has extensive experience in a wide variety of technology-based transactions and corporate matters in the life sciences field, from billion-dollar global collaborations to daily commercial and operational matters. He also counsels ...

June 17, 2016

LONDON—Euromoney Legal Media Group has selected four Covington lawyers for its annual “Europe Women in Business Law Awards.” The awards honor women in the legal sector across Europe. The Covington lawyers recognized are: Louise Nash, Best in Mergers & Acquisitions. Ms. Nash focuses on M&A and other transactional matters for clients in the consumer brands, ...

June 7, 2016

WASHINGTON—Covington has again received top rankings from Chambers USA, with 60 practice rankings and 120 individual rankings for lawyers in the publication’s 2016 edition. The legal guide identifies leading lawyers and law firm practices based on interviews conducted by Chambers’ researchers with thousands of lawyers and their clients. The firm was ranked in ...

June 3, 2016

NEW YORK—Covington advised the underwriters in connection with Repligen’s $115 million debt offering. The senior convertible notes due in 2021 were placed at 2.125 percent. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands used by life science companies to purify biologic drugs such as monoclonal antibodies, recombinant ...

June 3, 2016

NEW YORK—Covington advised Beltone Financial Holding, a leading Egyptian investment bank, in its acquisition of 51 percent of Auerbach Grayson & Company, a New York brokerage firm specializing in global trade execution and research on developed, frontier, and emerging markets for U.S. institutional investors. This acquisition marks Beltone Financial’s entry into ...

June 1, 2016, Inside Compensation

Long considered to be at the forefront of providing benefits to employees who take family and medical leave, California recently enacted a new law aimed at increasing the benefits paid out to employees who take time off to care for an ill or injured family member or for new child bonding. Meanwhile, San Francisco’s Board...… Continue Reading

May 31, 2016

NEW YORK—Covington is advising MagtiCom Ltd., the leading mobile operator in the Republic of Georgia, on its definitive agreement to acquire retail and corporate ISP cable assets from Caucasus Online LLC. The deal is expected to close on or around August 1, 2016. Following the successful conclusion of the transaction, MagtiCom will be the first and only operator ...

May 31, 2016

WASHINGTON—Covington advised Graham Media Group in its definitive agreement to purchase WCWJ, the CW affiliate serving Jacksonville, FL and WSLS-TV, the NBC affiliate serving Roanoke and Lynchburg, VA, from Nexstar Broadcasting Group and Media General. The Covington team included corporate partners Paul Rogers and Michael Cutler, with associate Adina Lord. ...

May 26, 2016

NEW YORK—Corporate Board Member magazine has once again named Covington to its list of the top 25 corporate law firms. The “America’s Best Corporate Law Firms” survey asks directors and general counsels at publicly traded companies to identify the firms they would most likely retain for a variety of legal matters. “Covington is proud that we are regarded by our ...

May 13, 2016, Law360

Keir Gumbs is quoted in a Law360 article providing key takeaways from new equity crowdfunding rules. According to Gumbs, new rules and regulations take time to absorb. “It will be probably years, not months, before we really have a good sense for what exactly these rules hold in terms of opportunities for a new form of capital raising,” he says.

May 13, 2016, American Banker

Christopher DeCresce is quoted in this American Banker article exploring whether more fintech companies will seek bank charters. According to DeCresce, one sector in fintech that may soon be forced to look at the option is marketplace lenders. "They have to register in every state they want to do business in, and that can be a cumbersome process," he says. "A ...

May 10, 2016, Harvard Corporate Governance

May 6, 2016, Law360

Eric Blanchard is quoted in a Law360 article examining $471 million in initial public offerings from the week of May 9. According to Blanchard, "We're in a position of watchful waiting at the moment." He continues, “If we see these four or five deals go well, hopefully we will see another round of deals and get some momentum going."

May 6, 2016, Covington Alert

New York’s highest court, in an opinion1 issued yesterday, adopted as New York law the test established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”)2 for applying the business judgment rule to the review of going-private transactions by controlling shareholders. This important decision clarifies the standards applicable to directors of New York corporations in such transactions and promotes the use of the protective majority-of-the-minority vote mechanism.

April 29, 2016, CovBrands

On 25 April, the German Higher Regional Court in Frankfurt filed a request for a preliminary ruling with the European Court of Justice (“ECJ”) in a case that turns on the ability of branded goods manufacturers to protect the reputation of their brands by controlling online trade. Coty is suing one of its authorised distributors,...… Continue Reading

April 28, 2016

NEW YORK — Covington advised Jefferies LLC as financial advisor to Cash America International, Inc. in connection with its merger with First Cash Financial Services, Inc. The pro-forma market value of equity of the transaction is valued at approximately $2.4 billion. Following the close of the transaction, First Cash shareholders will own approximately 58% of ...

April 28, 2016, Bloomberg Brief

Keir Gumbs is quoted in this "Bloomberg Brief" looking at the SEC’s “disclosure effectiveness” project. According to Gumbs, “The project is a lot less about taking things out. It’s evolved to look at the intersection between materiality and sustainability disclosure.” 

April 27, 2016, Covington Alert

In late April 2016, federal financial regulators began the process of re-proposing rules (the “Proposal”) to implement restrictions on incentive-based compensation required by Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 956 directs a number of federal regulators (the “Agencies”) to jointly issue regulations or guidelines with respect to incentive-based compensation practices at specific types of financial institutions that have $1 billion or more in assets.

The Proposal comes more than five years after the Agencies initially proposed rules to implement Section 956 (the “2011 Proposal”). In addition to refining the 2011 Proposal, the Proposal incorporates and expands upon principles relating to incentive compensation set forth in the federal banking agencies’ 2010 interagency guidance implementing safety and soundness standards under Section 39 of the Federal Deposit Insurance Act (the “2010 Guidance”).

April 25, 2016

The recent decisions of the United States District Court for the Southern District of New York in the Marblegate and Caesars Entertainment cases contain language that suggests a significant departure from the widely understood meaning of TIA Section 316(b) that has prevailed among practitioners for decades. These cases have introduced interpretive issues that have disrupted established opinion practice. These opinion issues arise where the relevant indenture is qualified under the TIA. Similar interpretive issues may exist where the relevant indenture or other agreement is not subject to the TIA but includes wording substantially similar to the text of TIA Section 316(b), although the applicable law and interpretive principles may differ. 

This White Paper presents a set of general principles that can guide opinion givers until such time as the interpretive questions raised by these recent cases are resolved through future judicial opinions and/or legislative action.

For additional information, please contact Bruce Bennett, Dianne Coffino, or Ronald Hewitt.

April 20, 2016

LOS ANGELES — Covington partners Emily Henn, Robyn Polashuk and Sonya Winner have been named to the Daily Journal’s annual list of “Top Women Lawyers” in California. The list recognizes 100 lawyers who “try complex commercial disputes and put together industry-transforming deals.” Ms. Henn, based in the firm’s Silicon Valley office, co-chairs the firm’s Class ...

April 12, 2016

NEW YORK — Covington advised Turner Sports on the extension of its rights to distribute the NCAA men’s basketball tournament via a partnership with CBS. With the extension in place, Turner and CBS will hold the media rights for “March Madness” through 2032. The new agreement allows the networks to distribute the tournament games across a wide range of their ...

April 8, 2016

NEW YORK — Covington advised Emmy and Golden Globe-winning producer Ben Silverman on the creation of Propagate Content, a media production and distribution company. A+E has agreed to fund the company with $30 million in equity and has committed to buy $15 million in scripted or unscripted projects in a five-year deal. Propagate has already signed Will.i.am and ...

April 4, 2016, Law360

Keir Gumbs and Donald Murray are quoted in this Law360 article exploring the 506(c) provision and Regulation A-Plus of the JOBS Act. According to Gumbs, 506(c) has had the “biggest impact” to date among the various avenues for private companies the JOBS Act created, and it’s drawing interest from startups and established companies alike.  Murray thinks ...

March 24, 2016

NEW YORK - Covington advised the underwriters in the $45 million initial public offering of common stock of Senseonics Holdings, Inc. The offering closed on March 23, 2016.  Shares of Senseonics trade on the NYSE MKT under the ticker “SENS.”  Senseonics develops continuous glucose monitoring systems for patients with diabetes. Its Eversense product consists of ...

March 18, 2016, Law360

Donald Murray is quoted in this Law360 article regarding the SEC’s new streamlined review process. Murray says, “If you pick up a prospectus for an early-stage life sciences company, the piece that would get the bulk of staff comments in other industries, the financials, they’re very basic, not much to comment on.”

March 16, 2016, Covington Alert

March 10, 2016

NEW YORK — Covington represented MidFirst Bank in its acquisition of 1st Century Bancshares, Inc. 1st Century is a publicly traded bank-holding company of 1st Century Bank of Los Angeles. Simultaneously with the closing of the acquisition, 1st Century Bank will be merged into MidFirst Bank.  Following these transactions, the business of 1st Century Bank will ...

March 7, 2016

LONDON — Carlo Kostka has joined Covington’s global financial institutions practice resident in the firm’s London office.  Most recently Mr. Kostka served as co-head of UniCredit's legal department, where he was responsible for international legal operations, including all legal matters related to the corporate and investment banking division, significant ...

March 1, 2016

LONDON — Covington advised AstraZeneca on an agreement with ProStrakan Group, a subsidiary of Kyowa Hakko Kirin Co. Ltd., for the rights to Moventig (naloxegol) in the European Union (EU), Iceland, Norway, Switzerland and Liechtenstein.  Moventig is the first once-daily, oral peripherally-acting mu-opioid receptor antagonist (PAMORA) approved in Europe for the ...

February 8, 2016, Inside Compensation

On January 20, the Department of Labor’s Wage and Hour Division (WHD) issued new guidance on joint employment under the Fair Labor Standards Act (FLSA).  The guidance marks the third time in recent years that WHD has stressed the broad definition of “employment” under the FLSA, following June 2014 guidance on joint employment in the...… Continue Reading

February 4, 2016, Covington Alert

February 3, 2016

WASHINGTON, DC — Covington assisted the National Football League in negotiating its partnership with CBS and NBC to produce and televise "Thursday Night Football" for the 2016 and 2017 seasons. In addition to continuing its Thursday Night Football partnership with CBS, the NFL is adding NBC as a partner, with both networks set to air five Thursday Night Football ...

January 29, 2016

NEW YORK — Latinvex has named Covington partner Gabriel Mesa among its “Latin America’s Top 100 Lawyers” for the third year in a row. Resident in the firm’s New York office, Mr. Mesa counsels corporations in joint ventures and private mergers and acquisitions in Latin America and other emerging markets, as well as in the United States. His work spans venture ...

January 28, 2016, Bloomberg BNA

Keir Gumbs is quoted extensively in this Bloomberg BNA article regarding his participation in “Bloomberg Law: Corporate Transactions” webinar. According to Gumbs, the SEC rule that will play a major role in proxy access, “is going to be an important area for staff guidance this year.”

January 26, 2016, Inside Compensation

As noted in our earlier blog post, the U.S. Supreme Court’s 2014 decision Fifth Third Bancorp v. Dudenhoeffer made clear that participants bringing stock-drop cases are subject to heightened pleading standards to help “divide the plausible sheep from the meritless goats.” In its first substantive ruling in a post-Dudenhoeffer stock-drop case, the U.S. Supreme ...

January 13, 2016

LONDON — Covington advised AstraZeneca, along with its global biologics research and development arm, MedImmune, on a new collaboration with Moderna Therapeutics to discover, co-develop and co-commercialize messenger RNA (mRNA) therapeutic candidates for the treatment of a range of cancers. The collaboration is in addition to the agreement announced by the ...

December 23, 2015, Bloomberg Business

Louise Nash was interviewed by Bloomberg Business television for a live segment featured on “Countdown,” discussing the 2015 M&A market and its high volume of transactions.

December 18, 2015, Covington Alert

December 17, 2015

WASHINGTON, DC, December 17, 2015 - Mergers & Acquisitions magazine has named Catherine Dargan as one of “The Most Influential Women in Mid-Market M&A.” The inaugural special report celebrates 25 of “the best and the brightest female dealmakers.” Among a group of corporate executives and investment bankers, Ms. Dargan is the only outside counsel recognized. Ms. ...

December 17, 2015

LONDON, 17 December, 2015 — Covington advised AstraZeneca on its acquisition of Takeda’s respiratory business. Under the terms of the agreement, AstraZeneca will make a payment of $575 million, and approximately 200 staff will transfer to AstraZeneca upon completion. The deal will include the expansion of rights to roflumilast (marketed as Daliresp in the ...

December 14, 2015, Covington Alert

December 10, 2015, Covington Alert

December 9, 2015

NEW YORK, December 9, 2015 - Covington advised Grupo P.I. Mabe, the leading producer of hygienic products in Mexico, on its sale to Ontex Group NV, a publicly listed company based in Belgium. The transaction is expected to close in the first quarter of 2016. The transaction will require regulatory approvals in Mexico, the US and certain other countries, and has ...

December 9, 2015, Covington Alert

December 8, 2015, CovBrands

The UK Competition and Markets Authority (“CMA”) has opened an investigation into suspected anticompetitive arrangements relating to online sales of licensed sport and entertainment merchandise and other consumer products. The opening of the investigation follows raids on December 1, 2015 at the headquarters of Trod Limited, a UK retailer of toys and sports ...

December 8, 2015

NEW YORK, December 8, 2015 - Covington represented Ascension, the nation’s leading Catholic and non-profit health system, in a $200 million investment transaction with TowerBrook Capital Partners in Accretive Health, a leading provider of revenue cycle management services to healthcare providers. The transaction is expected to close in the first quarter of ...

December 8, 2015

BEIJING, December 8, 2015 - Tim Stratford, managing partner of Covington’s Beijing office, received the China Pioneer Award from the American Chamber of Commerce in the People’s Republic of China. The AmCham China Pioneer Award honors corporate leaders who made early and significant contributions to economic expansion and the business environment across ...

December 3, 2015, CovBrands

In a reminder that the agency still has an interest in “Made in the USA” claims, on November 20, 2015, staff from the U.S. Federal Trade Commission (“FTC”) issued a letter to Niall Luxury Goods, LLC (“Niall”) closing an investigation of the company’s claims that its watches are made in the United States.  Although the Missouri-based...… Continue Reading

December 1, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation

November 23, 2015

LONDON, November 23, 2015 — Covington represented Allergy Therapeutics, the AIM-listed specialty pharmaceutical company specializing in allergy vaccines, in the placement of ordinary shares raising approximately £11.5 million. The placement was conducted through an accelerated bookbuilding process with Panmure Gordon & Co acting as financial adviser, nominated ...

November 16, 2015

WASHINGTON, DC, November 16, 2015 - Covington advised Graham Holdings Company, a diversified education and media company, in its acquisition of Group Dekko, a manufacturer of electrical solutions for workspace, architectural lighting, and electrical components. The financial terms of the deal were not announced. According to Timothy O’Shaughnessy, president and ...

November 1, 2015, Philadelphia Inquirer

Former Director of Transfer Pricing Operations in the Large Business & International Division of the IRS Samuel Maruca is quoted by the Philadelphia Inquirer in an article about taxes being paid by large companies, and the IRS’ attempt to settle “transfer-pricing” cases to ensure they are paying the correct amount. According to Maruca, "The IRS has become a lot ...

October 27, 2015, Covington Alert

October 8, 2015

WASHINGTON, DC, October 8, 2015 — Covington advised Prosper Marketplace, a leading online marketplace that connects borrowers and investors, in its acquisition of BillGuard, a personal finance analytics company. The financial terms of the deal were not announced. According to the company’s press release, the acquisition will enable Prosper Marketplace to offer ...

October 7, 2015, Covington Alert

September 30, 2015

NEW YORK - Covington advised the underwriters in the $106.1 million initial public offering by Austrian-based Nabriva Therapeutics AG of 10,350,000 million American Depositary Shares, representing 1,035,000 shares of Nabriva’s common stock. This was the first U.S. initial public offering by an Austrian company. The ADSs are now listed on the NASDAQ Global Market ...

September 14-16, 2015, GulfSol, Dubai, UAE

September 3, 2015

NEW YORK, September 3, 2015 — UCB and Lannett Company, Inc. announced they have entered into a definitive agreement providing for the acquisition of UCB’s U.S. specialty generics subsidiary, Kremers Urban Pharmaceuticals Inc., by Lannett. UCB will receive upfront cash proceeds of US $1.23 billion upon closing, which is subject to regulatory approval and other ...

August 20, 2015, Inside Compensation

As people head off on their summer breaks, regulators in Europe, particularly Germany, are increasingly focused on the breakdown of the division between home and work life and how this division is changing as mobile devices become used for work-related emails. Regulators are considering new rules that would limit an employer’s ability to require employees...… ...

August 20, 2015

SAN FRANCISCO, August 20, 2015 — Covington advised Tencent Holdings Ltd. on its US$50 million investment in Ontario-based Kik Interactive, Inc., a messenger application with more than 200 million registered users. Tencent is a Chinese company that provides value-added Internet, mobile and telecom services and online advertising. Its messaging app WeChat has ...

August 17, 2015, Inside Compensation

Several legal developments affect the designs of group health plans in 2016. This brief refresher of those developments may be helpful to employers whose open enrollment is just around the corner. New preventive care services. Starting in 2016, calendar year plans must cover additional preventive services that were recommended in 2014. Employers must offer a...… ...

August 10, 2015, Inside Compensation

On August 5, 2015, the Securities and Exchange Commission adopted, by a three-to-two vote, a rule that will require most public companies to disclose, annually, the ratio of the median of the annual total compensation of the company’s employees to the annual total compensation of the company’s principal executive officer. Companies must comply with the...… ...

August 10, 2015, Covington Alert

July 21, 2015

NEW YORK, July 21, 2015 — Covington advised Morgan Stanley & Co. LLC as financial advisor to Vivint Solar, Inc. in connection with its acquisition by SunEdison, Inc. The transaction consideration, valued at $2.2 billion, will be paid to Vivint stockholders in a combination of cash, SunEdision common stock and a convertible promissory note. Vivint Solar sells, ...

July 6, 2015, Covington Alert

July 2015, Insights

June 24, 2015

LONDON, June 24, 2015 — Covington advised Allergy Therapeutics plc, the AIM-listed specialty pharmaceutical company, on its recently announced acquisition of Alerpharma, S.A. a Spanish-based allergy immunotherapy company which previously spun out from Spanish biopharmaceutical company, Zeltia S.A.   Alerpharma’s principal operating subsidiary, Inmunal, markets ...

June 18, 2015

WASHINGTON, DC, June 18, 2015  — Covington advised Allergan plc in its acquisition of KYTHERA Biopharmaceuticals, Inc. for consideration having a fixed value of $75 per KYTHERA share, or approximately $2.1 billion, which will be paid 80 percent in cash and 20 percent in Allergan shares issued to KYTHERA shareholders. KYTHERA is a biopharmaceutical company ...

June 17, 2015, The New York Times

The firm is mentioned in this article regarding it's representation of Allergan in its $2.1 billion acquisition of Kythera Biopharmaceuticals. 

June 9, 2015

WASHINGTON, DC, June 9, 2015  — Euromoney Legal Media Group selected Covington partners Dianne Coffino and Andrea Reister for its annual Americas Women in Business Law Awards. The awards honor women who are leading the field in the legal sector across the Americas.   Ms. Coffino, a partner in the firm’s New York office, was recognized in the “Best in Insolvency ...

June 4, 2015

NEW YORK, June 4, 2015 — Covington acted as U.S. M&A and antitrust counsel to Joy Global, Inc., a leader in high-productivity mining solutions, on its French-law governed acquisition of Montabert S.A.S. from Doosan Holding France S.A.S., an affiliate of South Korean conglomerate Doosan Global, for EUR 110 million.   Montabert specializes in the production and ...

May 28, 2015, Covington Alert

May 27, 2015, Law360

Keir Gumbs was quoted in this article.

May 22, 2015

NEW YORK, May 22, 2015  — Covington advised European telecommunications company Altice S.A. (Euronext ATC) in a $9.1 billion deal to acquire a controlling stake in Suddenlink, the seventh largest cable operator in the U.S.  Under the terms of the agreement, Altice will enter the U.S. cable television and broadband market by acquiring 70 percent of the share ...

May 20, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation

May 19, 2015

NEW YORK, May 19, 2015 — Covington is advising Pandora Media, Inc., an Internet radio service, in its acquisition of Next Big Sound, Inc., a provider of online music analytics. The acquisition is expected to provide Pandora with a powerful analytics tool used by tens of thousands of music makers, labels and marketers looking for data and insights about artists ...

May 18, 2015

WASHINGTON, DC, May 18, 2015 — Covington has again been named to Corporate Board Member magazine’s annual list of top 25 corporate law firms. The survey, conducted by the magazine and FTI Consulting, asked directors and general counsels at publicly traded companies to identify the firms they would most likely retain for a variety of legal matters. “Covington ...

May 18, 2015, Covington E-Alert

May 15, 2015

WASHINGTON, DC, May 15, 2015  — Covington represented Public Pension Capital, LLC in the formation of a strategic partnership with and investment in Kramer Van Kirk Credit Strategies LP, a Chicago-based manager of collateralized loan obligations with more than $4 billion in assets under management. Public Pension Capital also acquired a stake in KVK Technology ...

May 13, 2015

LONDON, May 13, 2015 — Covington has advised AIM-listed Horizon Discovery Group plc on a £40.1 million accelerated bookbuild placing announced on May 1, 2015.  The financing is being undertaken to raise £25 million in new money for the company through a primary offering and £15.1 million for certain shareholders through a sale of their existing shares. The ...

May 8, 2015

WASHINGTON, DC, May 8, 2015 — Catherine Dargan, co-chair of Covington’s mergers and acquisitions practice, was named one of The National Law Journal’s “Outstanding Women Lawyers.” The award recognizes 75 of the most accomplished women in the legal profession today, including judges, corporate counsel, law firm partners, and public interest lawyers. Among the ...

May 1, 2015, Covington E-Alert

April 20, 2015

NEW YORK — Covington advised the underwriters in the $76.8 million initial public offering of common stock of Cidara Therapeutics, Inc. Shares of Cidara trade on the NASDAQ Global Market under the ticker “CDTX.” Cidara is a biopharmaceutical company focused on the discovery, development and commercialization of anti-infectives for treatment of diseases ...

April 13, 2015

SAN FRANCISCO, April 13, 2015  —  Covington advised Prosper Marketplace, Inc. in its $165 million Series D financing. This round was led by Credit Suisse NEXT Investors, part of Credit Suisse Asset Management, and included J.P. Morgan Asset Management, SunTrust Banks, a subsidiary of USAA, BBVA Ventures (BBVA’s representative office in San Francisco), Neuberger ...

April 6, 2015

NEW YORK, April 6, 2015 — Christopher DeCresce has joined Covington’s corporate practice in the firm’s New York office. Mr. DeCresce will focus on securities and capital markets, mergers and acquisitions, joint ventures, governance, and securities law reporting and compliance, primarily focused on financial services companies. “Chris has a proven track record ...

March 27, 2015, Covington E-Alert

March 11, 2015

WASHINGTON, DC, March 11, 2015 — Savoy Magazine has named Covington’s Keir Gumbs to its list of “Most Influential Black Lawyers.” The listing singles out lawyers the magazine deems as the “best of the best” at leading national law firms and at major corporations. “Savoy is proud to congratulate those recognized within the 2015 Most Influential Black Lawyers ...

March 11, 2015, Law360

February 12, 2015, Covington E-Alert

February 4, 2015, Covington E-Alert

February 3, 2015, Covington E-Alert

January 28, 2015, Law360

January 27, 2015

WASHINGTON, DC, January 27, 2015 — Covington was named one of the top 2014 “Media and Entertainment Practice Groups of the Year” by Law360.Law360 highlighted the practice for its involvement in “the most-talked-about sports media rights deals last year,” including the NFL's Sunday Ticket agreement with DirecTV, Steve Ballmer’s bid for the Los Angeles Clippers, ...

January 26, 2015

LONDON, January 26, 2015 — Covington has advised Horizon Discovery Group plc on the acquisition of Haplogen Genomics GmbH for an initial consideration of £6 million in cash and the issue of new ordinary shares, with potential earn-out payments based on future performance to be satisfied by the issue of further new ordinary shares having an aggregate value of up ...

January 15, 2015

LONDON, January 15, 2015 — Covington & Burling advised Laboratorios Esteve, S.A. (Esteve) in a global multi-programme discovery and development collaboration with Mundipharma Laboratories GmbH and its independent associated company, Purdue Pharmaceuticals LP, to bring to market important next generation products for the management of pain. Under the agreements, ...

January 15, 2015

LONDON, January 15, 2015 — Covington & Burling advised OCP S.A. on the acquisition of approximately 10% of the share capital of Brazilian listed fertilizer company, Fertilizantes Heringer S.A., for R$145.415.034,00 (approximately US$55 million) and on a long-term supply agreement for phosphatebased products. OCP Group is the largest global producer of phosphate ...

January 2015, Corporate Counsel

Covington's Lanny Breuer and Peter Lichtenbaum have authored this article on corporate compliance: The phone rings, and the CEO tells you she’s planning an acquisition of a target that has operations in Europe and Asia. She’s focused on the potential to develop technology 24-7 and get closer to the global customers. Of course, your job is to get regulatory ...

December 11, 2014, African Law & Business

Covington's Ashwin Kaja authored this piece on the implications of the Ebola crisis on international businesses: Although headway has been made in curbing the spread of the Ebola virus in Guinea, Liberia, and Sierra Leone, more than 16,000 people to date have contracted the virus and nearly 7,000 have died in what the World Health Organization (WHO) calls the ...

December 4, 2014, Financial Times

Covington is recognized as a “standout” firm, the publication’s highest honor, in the corporate and commercial category. The FT highlighted the firm’s representation of World Wrestling Entertainment in its creation of the WWE Network, the first 24/7 streaming television network to be available exclusively over the Internet. The firm was also listed in the ...

11/24/2014

WASHINGTON, DC, November 24, 2014 — Law360 named Covington & Burling partner Doug Gibson a “most valuable player” in media and entertainment law. Law360’s “MVP of the Year” awards recognize lawyers who have had successes in record-breaking deals, high-stakes litigation, and complex global matters in the past year. In a profile on Mr. Gibson, Law360 cited his ...

November 21, 2014, Law360

Covington's Doug Gibon was named a Law360 MVP: "Covington & Burling LLP partner Doug Gibson’s name appears on many high-profile sports industry deals, including this summer’s negotiation of former Microsoft Corp. CEO Steve Ballmer’s $2  billion purchase of the Los Angeles Clippers and the National Football League’s extension on DirecTV’s rights for NFL Sunday ...

11/20/2014

REDWOOD SHORES, CA, November 20, 2014 — Covington & Burling advised Oplink Communications, Inc. in its sale to Koch Optics, Inc., a wholly owned Koch Industries subsidiary. The all-cash transaction is valued at approximately $445 million. Under the terms of the deal, announced Wednesday, Koch Optics will commence a tender offer and subsequent merger for all of ...

November 17, 2014

LONDON, 17 November, 2014 — Covington is advising Indivior, formerly RB Pharmaceuticals, in the demerger transaction announced today from Reckitt Benckiser, a global consumer products company. The demerger is subject to the approval of RB shareholders. Indivior PLC will be a specialty pharmaceutical company focused on the treatment of addiction and closely ...

November 10, 2014, Covington Advisory

November 7, 2014

NEW YORK, NY, November 7, 2014 — Covington & Burling represented UCB in connection with its agreement to sell Kremers Urban Pharmaceuticals Inc., a U.S.-based subsidiary, to Advent International and Avista Capital Partners. UCB will receive gross cash proceeds of $1.525 billion upon closing. This transaction has been unanimously approved by the board of ...

October 17, 2014, The Lawyer

Partners Louise Nash and Simon Amies are mentioned in this article regarding their representation of Qualcomm: "Covington & Burling advised US mobile phone chipmaker Qualcomm and Slaughter and May advised tech firm CSR on the US company’s £1.6bn takeover of the British company, which will increase Qualcomm’s presence in the UK."

October 16, 2014, Crowdfinance 2014 Redefining Wall Street

October 13, 2014

NEW YORK, October 13, 2014 — Covington & Burling advised the Special Conflicts Committee of the Board of Directors of Atlas Pipeline Partners in its $5.8 billion merger with Targa Resources Partners. Under the agreement, Targa will pay $4 billion in Targa units and cash and assume $1.8 billion in debt for Atlas. Atlas unitholders will receive 0.5846 units of ...

October 10, 2014

LONDON, 10 October, 2014 — Covington & Burling is advising Consort Medical plc on the acquisition of Aesica Holdco Limited and its operating subsidiaries from private equity fund Silverfleet Capital and its management shareholders for a total consideration of approximately £230 million. Covington is also advising Consort Medical plc on the £98.9 million Rights ...

October 6, 2014, The American Lawyer

Covington is featured in this article regarding the firm advising the National Basketball Association on a media rights deals with Walt Disney Co. and Time Warner Inc.’s Turner Broadcasting System. "The agreement comes on the heels of the NFL's renewal of its Sunday Ticket game package with DirecTV last week. Covington counseled its longtime client the NFL on ...

October 1, 2014, Global Arbitration Review

Covington's Nicole Duclos is featured in this article on her recent promotion to partner: "Duclos’s promotion is effective today. She joined Covington in September 2013, bringing with her two former Allen & Overy associates, Erin Thomas and Thomas Odell."  "Unsurprisingly given her Chilean nationality, much of her arbitration practice focuses on South America. ...

10/03/2014

WASHINGTON, DC, October 3, 2014 — Covington & Burling represented the National Football League in connection with its recently announced deal to extend DirecTV's exclusive rights to carry NFL Sunday Ticket in a multi-year agreement. The agreement also extends DirecTV’s rights to stream NFL Sunday Ticket, a package that enables subscribers to view out-of-market ...

September 19, 2014

REDWOOD SHORES, CA, September 19, 2014 — Covington & Burling advised Samsung Electronics Co., Ltd. in its acquisition of Canadian cloud-printing firm PrinterOn. The acquisition is expected to enhance Samsung’s mobile cloud services to the business-to-business market. Under the terms of the agreement, Samsung purchased all outstanding stock from the current ...

September 11, 2014, Law360

Covington's Stephen Humenik is quoted in this article regarding which aspects of Dodd-Frank rules are the source of most concern for energy firms: "Most of the Dodd-Frank rules affecting energy firms — primarily issued by the U.S. Commodity Futures Trading Commission — are already on the books either in proposed or final form." “There are few important ones ...

August 29, 2014, The New York Times

Covington's David Martin is quoted in this article regarding Luis Aguilar, a commissioner at the S.E.C., stating that he was concerned that the agency’s stance on cases involving executives who put misleading and fraudulent numbers into their financial filings might be weakening. "Mr. Aguilar’s missive goes to the heart of one of the S.E.C.’s main jobs – ...

August 7, 2014

LONDON, 7 August, 2014 — Covington advised Ergomed plc, an international clinical research business, on its flotation on the AIM market of the London Stock Exchange, an associated fundraising and its simultaneous acquisition of PrimeVigilance Limited, a leading provider of pharmacovigilance and medical information services. Ergomed ‘s market capitalisation on ...

August 5, 2014

LONDON, 5 August, 2014 — Covington & Burling advised Illumina on its partnership with Genomics England to provide infrastructure and expertise for a four-year project that aims to make the UK the world leader in genetic research into cancer and rare diseases, through funding research to decode 100,000 human genomes - a patient's personal DNA code. The deal is ...

July 30, 2014

LONDON, 30 July, 2014 — Covington & Burling advised AstraZeneca on its agreement to transfer to the company the rights to Almirall’s respiratory franchise for an initial consideration of $875 million on completion, and up to $1.22 billion in development, launch, and sales-related milestones. AstraZeneca has also agreed to make various sales-related payments. ...

July 30, 2014, Legal Business

Lucinda Osborne, Gregor Frizzell, Christopher Walter and Miranda Cole are mentioned regarding their representation of AstraZeneca on its £1.2bn acquisition of Spanish healthcare group Almirall’s respiratory unit.

July 30, 2014, Bloomberg

July 10, 2014

LONDON, 2 June, 2014 — Oxford BioMedica plc, a Main Market listed gene based biopharmaceutical company, announced that it intends to raise gross proceeds of up to £25.7 million through a fundraising by means of a placing and subscriptions and an open offer. Covington & Burling advised the company on the transaction. The proceeds of the fundraising will be used ...

July 10, 2014

LONDON, 10 July, 2014 — Rightster Group plc, an AIM-listed cloud-based global video distribution and monetisation network, announced the acquisition of Viral Management Limited, the proposed acquisition of Base79 Limited and the placing of new shares by Cenkos to raise £42 million for the company. Covington & Burling advised Rightster on these transactions, ...

July 10, 2014, Bloomberg

Covington partner David Martin is quoted regarding Alibaba Group Holding Ltd.’s proposal for what could be the largest initial stock offering in U.S. history. "The SEC’s anticipated approval of the offering documents will follow a staff review and won’t be voted on by the full five-member commission. The process isn’t designed to judge the offering, only to ...

July 8, 2014, Bloomberg

Catherine Dargan, Mike Riella, Deb Garza, John Gourary, Andrea Reister, Rob Heller, Mike Francese and Kerry Burke are mentioned regarding their representation of Aristocrat Leisure Ltd.  "Covington & Burling LLP advised Aristocrat Leisure Ltd. (ALL), which agreed to buy Video Gaming Technologies Inc. for about $1.3 billion to triple its North American business ...

July 1, 2014, Law360

June 26, 2014

NEW YORK, June 26, 2014 — Covington & Burling advised MidFirst Bank in connection with its agreement to acquire Steele Street Bank. The acquisition, expected to close in the first quarter of 2015, is subject to shareholder and regulatory approval and other customary conditions. MidFirst, one of the five largest privately owned banks in the United States, is a ...

June 19, 2014

WASHINGTON, DC, June 19, 2014 — Covington & Burling advised MacNeil/Lehrer Productions in connection with the transfer of ownership and control of the PBS NewsHour to WETA, the flagship public media station for Washington, D.C. Under the terms of the transfer, announced Wednesday, the MacNeil/Lehrer Productions partners will contribute their ownership of PBS ...

June 9, 2014

WASHINGTON, DC, June 9, 2014 — Catherine Dargan, co-chair of Covington & Burling’s mergers and acquisitions practice, was named as “Best in Mergers & Acquisitions” by Euromoney Legal Media Group at its Americas Women in Business Law Awards ceremony in New York on June 5. The awards honor firms that set “the standard in terms of female-friendly work practices” ...

June 5, 2014

LONDON, 5 June, 2014 —Horizon Discovery Group plc, an AIM listed international life science company supplying research tools and services to organizations engaged in genomics research and the development of personalized medicines, announced its acquisition of the CombinatoRx service business and related assets from Nasdaq listed Zalicus Inc., a biopharmaceutical ...

5/30/2014

WASHINGTON, DC, May 30, 2014 — Covington & Burling advised Steve Ballmer on his agreement to purchase the Los Angeles Clippers from The Sterling Family Trust for $2 billion. "I will be honored to have my name submitted to the NBA board of governors for approval as the next owner of the Los Angeles Clippers. I love basketball," Ballmer said in a statement. "And ...

May 30, 2014

WASHINGTON, DC, May 30, 2014 — Covington & Burling advised Graham Holdings Company in its acquisition of Joyce/Dayton Corp., an Ohio-based manufacturer of screw jacks and other linear motion systems. The acquisition was announced earlier today. Graham Holdings is an education and media company whose principal operations include educational services, television ...

May 30, 2014, Law360 - 5 Must-Know Facts About Ballmer's $2B Clippers Bid

Covington advised Steve Ballmer on his agreement to purchase the Los Angeles Clippers from The Sterling Family Trust for $2 billion. The firm is mentioned in the above articles regarding the deal. Law360 writes, "Steve Ballmer is represented in the latest deal by a Covington & Burling LLP team led by Doug Gibson, Scott Roades and Peter Zern, including Rob ...

5/7/2014

SAN FRANCISCO, May 7, 2014 — Covington & Burling advised Prosper Marketplace, Inc. in its $70 million Series C financing. The round was led by new investor Francisco Partners and also included Institutional Venture Partners and Phenomen Ventures. Covington advised on the structuring and execution of the transaction. Prosper Marketplace, headquartered in San ...

May 7, 2014

NEW YORK, May 7, 2014 — Nicole Duclos has been named to Latinvex’s list of “Latin America’s Top 50 Female Lawyers.” The online publication selected the top 50 female lawyers specializing in Latin America from among nearly 100 international law firms. Ms. Duclos focuses on international commercial and investment arbitration in Latin America. Her experience spans ...

May 1, 2014

LONDON, 1 May, 2014 — Covington & Burling advised Lombard Medical, Inc. on its $55 million U.S. initial public offering and the listing of the company’s ordinary shares on the NASDAQ Global Market. Covington also advised the company on its change of domicile from the U.K. to the Cayman Islands and the delisting of its shares from the AIM market of the London ...

April 27, 2014

NEW YORK, April 28, 2014 — Covington & Burling represented Forest Laboratories in a definitive agreement to acquire Furiex Pharmaceuticals, a drug development collaboration company, for up to $1.46 billion. The acquisition of Furiex expands Forest’s offerings in gastroenterology. Forest agreed to pay $95 per share in cash, or approximately $1.1 billion in the ...

April 7, 2014, The Lawyer

Covington's Paul Claydon, Natalie Walter, Guy Dingley, and Sarah Hoult are mentioned regarding their representation of Horizon Discovery on their IPO.

March 31, 2014

LONDON, 31 March, 2014 — Horizon Discovery Group plc announced the admission of its shares to the AIM market of the London Stock Exchange. Covington & Burling advised Horizon on the transaction. The IPO raised approximately £40 million before expenses for Horizon and a further £28.6 million for selling shareholders, which puts a market capitalisation on the ...

March 28, 2014

LONDON, 28 March, 2014 — Covington & Burling advised Charles Stanley Securities acting as nominated adviser and WG Partners acting as financial adviser and broker to Venture Life Group plc, the international consumer healthcare company, on its admission to AIM. On admission to AIM, Venture Life will complete the acquisition of Biokosmes Srl, an Italian company ...

March 25, 2014

LONDON, 25 March, 2014 — Covington & Burling advised Vectura Group Plc, a product development company that focuses on the development of pharmaceutical therapies for the treatment of airways-related diseases, on its acquisition of German pharmaceutical company Activaero GmbH for a total consideration of €130 million (£108 million) and related fundraising to ...

February 26, 2014, Covington E-Alert

2/24/2014

NEW YORK, February 24, 2014 — Covington & Burling advised American Tire Distributors in the acquisition of Terry’s Tire Town from Talisman Partners for up to $365 million. American Tire, a portfolio company of TPG, is a wholesale distributor of replacement tires throughout the United States and Canada. The acquisition is expected to close at the end of March, ...

February 20, 2014

NEW YORK, February 20, 2014 — Covington & Burling represented Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco ...

2/10/2014

WASHINGTON, DC, February 10, 2014 — Covington & Burling represented GCP Capital Partners in connection with the acquisition and recapitalization of 1st Mariner Bank by a newly formed interim bank that will be capitalized by investors including GCP Capital Partners. Formed and led by its management team, the interim bank signed an agreement with First Mariner ...

January 31, 2014

WASHINGTON, DC, January 31, 2014 — John Dugan, the former U.S. Comptroller of the Currency and current chair of Covington’s financial institutions group, and J. D. Weinberg, a partner in the firm’s corporate and financial institutions practice groups, were featured speakers at the Bank Director’s 20th annual Acquire or Be Acquired Conference in Phoenix on Jan. ...

January 31, 2014, Covington Advisory

December 20, 2013

SAN FRANCISCO, December 20, 2013 — Covington & Burling advised Emeryville, Calif.-based Aspera, Inc. in its sale to IBM. Aspera’s high-speed transfer technology helps clients securely speed the movement of massive data files around the world. Aspera's technology, licensed to clients and partners either in the cloud or on premises, reduces transmission times for ...

December 19, 2013, Covington Advisory

December 18, 2013, Covington Advisory

December 18, 2013, Covington Advisory

12/4/2013

LONDON, 4 December, 2013 — London associate Emilie Jones has been named ‘Associate Solicitor of the Year’ as part of Legal Week’s The British Legal Awards. Ms. Jones was recognised for her innovative work for Covington’s brands practice, which focuses on the strategic challenges that brands face, from creating new brands, to diversifying into new markets, and ...

November 26, 2013

WASHINGTON, DC, November 26, 2013 — Covington & Burling advised the National Hockey League in negotiating its twelve-year, C$5.2 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and the Stanley Cup Final, in Canada. The agreement is the largest media rights deal in NHL ...

November 12, 2013

LONDON, 12 November, 2013 — Rightster Group plc., a global provider of cloud-based services that optimise the distribution and monetisation of live and on-demand video, today announced the admission of its shares to the AIM market of the London Stock Exchange. Covington & Burling advised Rightster on the transaction. Rightster has raised £20.4 million before ...

October 30, 2013, Covington Advisory

October 28, 2013

NEW YORK, October 28, 2013 — Covington & Burling received two awards at the Americas M&A Atlas Awards ceremony held in New York on October 24. The firm was recognized for Cross Border Deal of the Year (Large Markets) and for South America Deal of the Year (Large Markets) in connection with Covington’s representation of Grupo Sura, the Latin American financial ...

October 2013, U.S. Chamber of Commerce

September 30, 2013, Law360

9/27/2013

NEW YORK, September 27, 2013 — Covington & Burling received six awards at the inaugural LMG Life Sciences awards on September 25, including “FDA Pharmaceutical Firm of the Year” and Richard Kingham’s induction to the Hall of Fame. The awards, which are selected based on a survey of peers and leading companies in the life sciences industry, “recognize and honor ...

September 25, 2013, Covington E-Alert

September 20, 2013, Law360

September 19, 2013, Covington Advisory

9/13/2013

WASHINGTON, DC, September 13, 2013 — Catherine Dargan, co-chair of Covington & Burling’s mergers and acquisitions practice, was named one of The National Law Journal’s “D.C. Deal Makers of the Year.” The award was presented last night at the Ritz-Carlton in Washington, D.C. The award recognizes Washington lawyers who tackled some of the most notable transactions ...

9/12/2013

SAN FRANCISCO, September 12, 2013 — Covington & Burling partners Bruce Deming and David Goodwin have been named to the Daily Journal’s list of “Top 100 Lawyers” in California. The list recognizes “the tremendous legal talent” in the state, according to the publication’s editors. Mr. Deming was recognized for his work representing Microsoft Corp. in major ...

September 3, 2013

SAN FRANCISCO, September 3, 2013 — Covington & Burling is advising Microsoft Corp. in its purchase of substantially all of Nokia’s devices & services business. Under the transaction, Microsoft will also license Nokia’s patents, and license and use Nokia’s mapping services. The total transaction price is EUR 5.44 billion in cash — or more than $7 billion. The ...

September 2013, Listed Private Equity Brief

September 2013, Listed Private Equity Brief

September 2013, The M&A Lawyer

August 21, 2013, Covington Advisory

July 31, 2013

WASHINGTON, DC, July 31, 2013 — Covington & Burling advised Octavian Advisors, LP, Octavian Global Partners, LLC, and their affiliates ("Octavian") on a transaction with TPG Special Situations Partners ("TSSP"). Under the terms of the transaction, affiliates of TSSP acquired a significant stake in, and took over the management of, several Octavian funds. The ...

July 29, 2013, Covington Advisory

July 24, 2013, Covington Advisory

July 22, 2013

LONDON, 22 July, 2013 — Covington & Burling acted for AIM listed stem cell therapy company, ReNeuron Group plc, on its £33 million fund raising. ReNeuron today announced that £25.35 million (before expenses) will be raised through an oversubscribed placing of new shares to fund the company’s therapeutic programmes through Phase II trials, together with a £7.8 ...

July 22, 2013, Law360

July 17, 2013, Covington Advisory

July 12, 2013

WASHINGTON, DC, July 12, 2013 — Covington & Burling has been recognized as an honoree with two American Lawyer Global Legal Awards: Global Dispute of the Year, Investment Arbitration and Global M&A Deal of the Year, Canada. Covington’s International Arbitration Group, comprised of more than 50 lawyers, handles cases under the rules of every major arbitration ...

7/11/2013

WASHINGTON, DC, July 11, 2013 — Thomson Reuters has ranked Covington & Burling among the Top 20 legal advisers worldwide in completed M&A transactions in emerging markets during the first half of 2013. Covington ranked among the top 10 for deals involving China and the Asia Pacific region, and among the top 15 for deals involving Latin America. “We have made a ...

7/10/2013

WASHINGTON, DC, July 10, 2013 — Covington & Burling advised Governance for Owners (GO) in the formation of a new, global partnership with Engaged Capital (EC) in the activist investing arena. In addition to sharing marketing efforts, EC and GO plan to collaborate to launch a global constructive activist strategy. Based in Newport Beach, Calif., EC invests in ...

July 3, 2013, Covington Advisory

6/27/2013

SAN FRANCISCO, June 27, 2013 — Covington & Burling advised Microsoft Corp. in negotiating a partnership with Oracle Corp. that will enable customers to run Oracle software on Microsoft’s private and public cloud-based platforms. The transaction involved a number of agreements documenting the licensing, product development, support and cooperation aspects of the ...

June 21, 2013

LONDON, 21 June, 2013 — Euromoney LMG awarded Covington partners Lisa Peets and Hilary Prescott the "Best in Copyright" and "Best in Investment Funds" awards at its Europe Women in Business Law Awards 2013 ceremony in London. The awards honour firms that set “the standard in terms of female-friendly work practices, and women leading the field in the legal sector ...

June 20, 2013

LONDON, 20 June, 2013 — Covington & Burling acted for Canaccord Genuity Limited (nominated adviser and joint broker) and WG Partners, a trading name of Charles Stanley & Co. Ltd (joint broker), to AIM-quoted Lombard Medical Technologies plc on its placing and subscription of ordinary shares to raise approximately £22 million before expenses. Lombard is a ...

May 31, 2013, Covington E-Alert

May 31, 2013, Law360

May 28, 2013

NEW YORK, May 28, 2013 — Omthera Pharmaceuticals and AstraZeneca announced today that the companies entered into a merger agreement under which AstraZeneca will acquire all of the outstanding stock of Omthera for an upfront payment of $12.70 in cash per share, approximately $323 million aggregate value ($260 million after subtracting cash), plus a contingent ...

5/23/2013

WASHINGTON, DC, May 23, 2013 — Covington & Burling has been named to Corporate Board Member magazine’s list of top 25 national corporate law firms. The survey, conducted by the magazine and FTI Consulting, asked directors and general counsels at publicly traded companies to identify the firms they would most likely retain for a variety of legal matters. The ...

May 16, 2013, Covington E-Alert

May 15, 2013, Webinar

5/9/2013

SAN FRANCISCO, May 9, 2013 — Covington & Burling partners Amy Toro and Sonya Winner have been named to the Daily Journal’s annual list of “Top Women Lawyers” in California. The list, which includes 75 litigators and 25 corporate practitioners, recognizes “excellent lawyering and leadership skills among women attorneys.” Ms. Toro was recognized for her work ...

May 2, 2013

LONDON, 2 May, 2013 — Silence Therapeutics Plc, a leader in the discovery, development and delivery of novel RNA interference therapeutics for the treatment of serious diseases, has successfully raised £18.7 million of new funds. Covington & Burling advised Silence Therapeutics on the transaction. The Company expects to use the net proceeds of the placing of ...

May 1, 2013

NEW YORK, May 1, 2013 — Covington & Burling advised MyPublisher, Inc., in its merger with Shutterfly, Inc., the leading digital retailer of personalized photo products. MyPublisher is one of the pioneers of high quality printed photo albums. The acquisition will combine MyPublisher's photo book technology and highly specialized manufacturing capabilities with ...

May 1, 2013, Covington Advisory

4/23/2013

NEW YORK, April 23, 2013 — Covington & Burling advised Sura Asset Management S.A. and AFP Integra S.A., affiliates of the Latin American financial group Grupo de Inversiones Suramericana, in a joint acquisition with Profuturo AFP S.A., an affiliate of The Bank of Nova Scotia, of 100 percent of the shares of AFP Horizonte, S.A., the Peruvian pension fund manager, ...

4/22/2013

WASHINGTON, DC, April 22, 2013 — Covington & Burling partners Benjamin Razi and Peter Zern have been selected as “Rising Stars” by Law360. The online legal publication recognized lawyers “under the age of 40 who are already making a name for themselves in their practice areas.” In a profile, the publication noted Mr. Razi’s white collar work, as well as his ...

April 3, 2013, Covington E-Alert

April 2013, IAA Newsletter

March 27, 2013

SAN FRANCISCO, March 27, 2013 — The Recorder, a leading California legal newspaper, has named Covington & Burling partner Bruce Deming as one of its “Attorneys of the Year” for 2012. The winners were chosen based on their exceptional work handling “market-moving deals and industry shaping litigation” as well as achieving “precedent-setting outcomes” and ...

March 25, 2013

LONDON, 25 March, 2013 — AstraZeneca and Moderna Therapeutics announced an agreement to develop and commercialise pioneering messenger RNA therapeutics™ for the treatment of serious cardiovascular, metabolic and renal diseases as well as cancer. Covington & Burling advised AstraZeneca on the deal, working alongside AstraZeneca’s in-house legal team. Under the ...

March 14, 2013

WASHINGTON, DC, March 14, 2013 — Congressman Howard Berman, a widely respected leader in the U.S. Congress, is joining Covington & Burling’s global public policy and government affairs practice. The addition of Rep. Berman, the former chairman of the House Foreign Affairs Committee, comes a week after Sen. Jon Kyl joined Covington’s public policy and government ...

3/11/2013, Bloomberg BNA Securities Regulation & Law Report

March 6, 2013

WASHINGTON, DC, March 6, 2013 — Senator Jon Kyl, who recently left Congress as the second-highest ranking Republican in the U.S. Senate, is joining Covington & Burling’s global public policy and government affairs practice. “Senator Kyl’s deep knowledge and extraordinary legislative skills from his years as a senior leader in Congress make him ideally suited to ...

March 4, 2013, Covington E-Alert

February 26, 2013

WASHINGTON, DC, February 26, 2013 — The BTI Consulting Group has named Covington & Burling partners David Martin and Henriette Tielemans to its 2013 “Client Service All-Stars” list. The BTI “Client Service All-Stars” were singled out by general counsel and direct reports at large and Fortune 1000 organizations in one-on-one interviews. Mr. Martin, based in ...

February 26, 2013

LONDON, 26 February, 2013 — Covington & Burling advised The Hut Group Limited, one of Europe’s fastest growing online retailers and brand owners, on an equity fundraising in line with its category expansion strategy. The London-based Covington team was led by corporate partners Natalie Walter and Kristian Wiggert, with assistance from corporate associates Karen ...

February 15, 2013, Covington Advisory

February 13, 2013, Covington E-Alert

February 12, 2013, Covington E-Alert

February 4, 2013, Webinar

February 2013, Insights

January 29, 2013, Covington Advisory

January 22, 2013

NEW YORK, January 22, 2013 — William L. Sturman has joined Covington & Burling’s corporate practice as a partner, strengthening the firm’s private equity fund formation capabilities. He will be resident in Covington’s New York office. Mr. Sturman counsels private equity fund sponsors and investors on a wide range of fund formation and regulatory issues. He has ...

January 22, 2013, Covington Advisory

January 18, 2013, Covington Advisory

January 8, 2013, Covington Advisory

January 7, 2013

NEW YORK, January 7, 2013 — Covington & Burling advised Illumina, Inc. on its announced acquisition of Verinata Health, Inc. for cash consideration of $350 million plus up to $100 million in milestone payments through 2015. Upon completion of the acquisition, Illumina will have access to the Verinata’s verifi® prenatal test, the broadest non-invasive prenatal ...

January 3, 2013, Covington Advisory

December 19, 2012

WASHINGTON, DC, December 19, 2012 — SandRidge Energy, Inc. today announced that it has signed a definitive agreement to sell Permian Basin properties to Sheridan Production, a private operator, for $2.6 billion in cash. Covington & Burling, along with Texas-based Locke Lord, advised SandRidge on the transaction. SandRidge will use the proceeds to reduce debt ...

December 19, 2012, Covington E-Alert

November 28, 2012

NEW YORK, November 28, 2012— Covington & Burling is advising Grupo Financiero Banorte S.A.B. de C.V., and its affiliate Afore XXI Banorte, S.A. de C.V., in a $1.6-billion acquisition of Afore Bancomer, S.A. de C.V. from the Spanish bank, Banco Bilbao Vizcaya Argentaria S.A., which would create Mexico’s largest pension fund. Afore Bancomer is Mexico’s second ...

November 12, 2012

NEW YORK, November 12, 2012 — Covington & Burling represented UBS Securities LLC, financial advisor to Leucadia National Corporation (NYSE: LUK), in its announced $3.6 billion acquisition of Jefferies Group, Inc. (NYSE: JEF). Under the terms of the agreement, Leucadia will issue to shareholders holding the 71.4 percent of outstanding common stock of Jefferies ...

11/7/2012

WASHINGTON, DC, November 7, 2012 — Covington & Burling received 97 first-tier practice rankings in the 2013 “Best Law Firms” survey by U.S. News-Best Lawyers, placing Covington among the top 10 firms nationwide. Covington was also named “Law Firm of the Year” in both FDA Law and Corporate Compliance Law. The honor is presented to one law firm in each of the ...

November 1, 2012

WASHINGTON, DC, November 1, 2012 — Covington & Burling opens its Seoul office today after securing final approval from the Korean Ministry of Justice and the Korean Bar Association. The new office will be located in the Meritz Tower, at 825-2, Yeoksamdong in the heart of Seoul’s Gangnam business district. “We are honored to be among the first U.S. law firms to ...

10/23/2012

WASHINGTON, DC, October 23, 2012 — AstraZeneca and Ironwood Pharmaceuticals, Inc. announced today an agreement to develop and market Ironwood’s linaclotide in China. Covington & Burling advised AstraZeneca on the deal. The U.S. Food and Drug Administration approved linaclotide last August, making it the first of its class of drugs approved in the United States. ...

October 22, 2012

WASHINGTON, DC, October 22, 2012 — Covington & Burling served as ERISA counsel to Verizon Communications Inc. on its transfer of $7.5 billion in pension liabilities to The Prudential Insurance Company of America. Many sponsors of defined benefit plans, especially frozen plans, are considering ways to “de-risk” by reducing or eliminating the volatility ...

10/4/2012

LONDON, October 4, 2012 — Covington & Burling advised the Giorgio Armani Group on the acquisition of its retail and wholesale business from long-term retail partner Club 21. Under the terms of the deal, announced Tuesday, Armani has taken direct control of sales for its leading brands, which include Giorgio Armani, Emporio Armani, Armani Collezioni and Armani ...

October 1, 2012

WASHINGTON, DC, October 1, 2012 — Covington & Burling is pleased to announce that it has elected 15 new lawyers to its partnership. This group is comprised of diverse and talented individuals from five offices who have made their mark at the firm through exceptional work and the highest standards of client service. “We’re delighted to welcome these 15 lawyers to ...

September 24, 2012

LONDON, 24 September, 2012 — Covington & Burling LLP acted as US counsel to Eland Oil & Gas PLC, a West Africa-focused energy firm, in connection with its initial offering on the AIM market of the London Stock Exchange PLC. The offering, which closed on September 3, raised £118 million ($189 million), making it the largest AIM flotation in more than three ...

September 24, 2012

NEW YORK, September 24, 2012 — New York Super Lawyers selected 27 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Nineteen Covington lawyers were named New York Super Lawyers: Jack Bodner, Mergers & ...

9/13/2012

SAN FRANCISCO, September 13, 2012 — Covington & Burling partner Bruce Deming has been named to the Daily Journal’s list of “Top 100 Lawyers” in California. The list recognizes “lawyers who moved the needle, had an impact on the legal industry, our state, the nation and the world,” said the publication’s editors, who considered more than 1,000 attorneys from ...

September 13, 2012

WASHINGTON, DC, September 13, 2012 — Best Lawyers in America named seven Covington & Burling lawyers today as “2013 Lawyer of the Year” in their respective practice areas and cities. The selected lawyers received strong ratings from their peers for their “abilities, professionalism and integrity,” in the publication’s annual survey. Best Lawyers recognizes only ...

September 10, 2012, Covington Advisory

September 6, 2012

LONDON, 06 September, 2012 — Covington & Burling LLP acted as legal advisers to Meda in an agreement with Jazz Pharmaceuticals to acquire a portfolio of six pharmaceutical products for women for $95 million in cash. The largest and most important product in the portfolio is Elestrin, a patented product with sales of almost 100 MSEK, that doctors prescribe for ...

September 5, 2012

WASHINGTON, DC, September 5, 2012 — Covington & Burling is pleased to announce the addition of Weishi Li as a partner to its corporate team, further bolstering the firm’s global transactional and IP capabilities in the life sciences and technology sectors. Ms. Li will be based in Shanghai when that office opens. Ms. Li’s practice covers a wide range of ...

August 29, 2012, Covington Advisory

August 27, 2012

WASHINGTON, DC, August 27, 2012 — Covington & Burling LLP lawyers received 196 individual mentions in 57 areas of law in the 2013 edition of The Best Lawyers in America. This annual compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as ...

August 14, 2012

WASHINGTON, DC, August 14, 2012 — Covington & Burling advised AstraZeneca in its agreement with Pfizer for over-the-counter rights to sell a nonprescription version of Nexium, a medication prescribed to treat the symptoms of gastroesophageal reflux disease. The agreement gives Pfizer rights to sell a 20mg nonprescription version of AstraZeneca's Nexium ...

August 14, 2012, Covington Advisory

August 7, 2012

WASHINGTON, DC, August 7, 2012 — Covington & Burling advised SandRidge Energy, Inc. on a $1.1 billion offering of two series of senior notes, marking SandRidge's largest capital markets transaction to date. The offering was comprised of $825 million of 7.5 percent senior notes due 2023 and $275 million of 7.5 percent senior notes due 2021. The proceeds of the ...

8/2/2012

SAN FRANCISCO, August 2, 2012 — Covington & Burling represented Borrego Solar Systems, Inc. in connection with its new $64.4 million project finance fund with partners U.S. Bank and National Cooperative Bank. The fund will be used to build more than 18 megawatts of solar energy systems, including systems to be located at four municipal landfill installations and ...

August 1, 2012, Wall Street Lawyer

August 1, 2012, Covington E-Alert

July 31, 2012

LONDON, 31 July, 2012 — Covington & Burling advised Cell Medica Limited on its £17 million equity investment to launch new operations in Texas focusing on cancer immunotherapy and to continue development of its immune reconstitution cell therapies in Europe. The financing includes new investment from Invesco Perpetual, Imperial Innovations, and The Cancer ...

July 30, 2012, Bloomberg BNA Securities Regulation & Law Report

July 27, 2012, Covington E-Alert

June 29, 2012

BEIJING, 29 June, 2012 — Variety magazine has named Beijing-based Covington & Burling of counsel Jason Goldberg one of “50 Game-Changing Attorneys” in its 2012 Legal Impact Report. The special feature recognizes the world’s top entertainment lawyers whose deals and court battles over the past 18 months have changed the shape of the business. In a June 25 ...

June 25, 2012, Covington Advisory

June 22, 2012

NEW YORK, June 22, 2012 — Covington & Burling advised Ascom Holding AG in its acquisition of GE Healthcare’s nurse call medical device business. The acquisition gives Ascom access to the North American nurse call market and creates opportunities to combine GE Nurse Call systems with Ascom’s existing mobility offering. With this acquisition, Ascom further ...

June 13, 2012

NEW YORK, June 13, 2012 — Covington & Burling is strengthening its transactional capabilities in Latin America with the addition of Gabriel Mesa, a senior corporate lawyer with in-depth experience in the region. Mr. Mesa joins the firm’s New York office as of counsel in the firm’s corporate practice where he is expected to advise corporations in joint ventures ...

June 4, 2012

NEW YORK, June 4, 2012 — Covington advised SandRidge Energy, Inc. on the sale of its non-core tertiary recovery business for $130 million to Morgan Stanley Global Private Equity portfolio company Trinity CO2 Investments. The divested properties are located in West Texas and currently produce approximately 1,100 barrels of oil per day. SandRidge Energy is an oil ...

June 4, 2012

NEW YORK, June 4, 2012 — Covington advised UCB S.A. in the acquisition of a majority interest in Meizler Biopharma, S.A., a Brazilian pharmaceutical company that commercializes a portfolio of in-licensed specialty products. The transaction agreements foresee performance related milestone payments in the coming years as well as an option to purchase the ...

May-June 2012, Deal Lawyers

May 30, 2012, Covington E-Alert

May 29, 2012

LONDON, 29 May, 2012 — Covington & Burling LLP is pleased to announce Louise Nash as the new London office managing partner. She succeeds Roger Enock, who steps down after five years in the role. The firm also announced that Christopher Walter will succeed Ms. Nash as the office deputy managing partner. Mr. Enock will continue as head of the firm’s London ...

May 24, 2012

LONDON, 24 May, 2012 — Covington & Burling advised SeaChange International, Inc., on the sale of its UK-based media services company, On Demand Group Limited, to Avail-TVN, a company backed by Carlyle Group. The sale is part of SeaChange’s strategy to transform the company into a pure-play software company. SeaChange is a leading global multi-screen video ...

May 16, 2012

WASHINGTON, DC, May 16, 2012 — Covington & Burling has been named to Corporate Board Member magazine’s list of the top 25 national corporate law firms in 2012 based on a comprehensive survey of general counsel at publicly traded companies. The survey, conducted by the magazine and FTI Consulting, asked general counsels to identify the firms they would most ...

May 6, 2012, Covington Advisory

5/2/2012

SAN FRANCISCO, May 2, 2012 — Covington & Burling LLP advised the University of California, Santa Cruz on the creation of a national, federally-financed bioinformatics database. The database will serve as a secure repository for storing, cataloging, and accessing cancer genome sequences, alignments, and mutation information from leading cancer-related projects ...

May 2012, World Securities Law Report

April 30, 2012

NEW YORK, April 30, 2012 — Covington & Burling LLP is pleased to announce that capital markets lawyers Don Murray and Eric Blanchard will join the firm’s corporate practice as partners effective May 1st. They will be resident in the firm’s New York office. Mr. Murray and Mr. Blanchard represent underwriters and issuers in initial public offerings and other ...

April 25, 2012

LONDON, 25 April, 2012 — Covington & Burling advised Giorgio Armani in a deal to terminate its existing joint venture and store lease arrangement in India with DLF Retail Brands. As a result of the termination, Armani will enter into a new franchise arrangement with Genesis Luxury Fashion Pvt. Ltd. Under the terms of the agreement, all assets of DLF Retail ...

April 24, 2012

WASHINGTON, DC, April 24, 2012 — SandRidge Mississippian Trust II announced today the closing of its initial public offering of 29.9 million common units, including 3.9 million common units sold pursuant to the exercise of the underwriters’ over-allotment option, representing a 60 percent beneficial interest in the Trust. SandRidge Energy, Inc., as sponsor of ...

April 23, 2012

SAN FRANCISCO, April 23, 2012 — Covington & Burling advised Microsoft Corp. in negotiating a definitive agreement with Facebook that assigns the social networking company the right to purchase a portion of a patent portfolio that Microsoft recently purchased from AOL Inc. Under the agreement, announced today, Facebook will pay $550 million in cash. Covington ...

April 23, 2012

WASHINGTON, DC, April 23, 2012 — Covington & Burling represented AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and ...

4/23/2012

NEW YORK, April 23, 2012 — Covington & Burling represented Thomson Reuters in a definitive agreement to sell its Healthcare business to an affiliate of Veritas Capital for $1.25 billion in cash. The sale, expected to close in the next few months, is subject to regulatory approval and customary closing conditions, including the expiration or termination of ...

April 20, 2012, Covington Advisory

April 16, 2012

WASHINGTON, DC, April 16, 2012 — Covington & Burling is pleased to announce the promotion of one lawyer to of counsel and five lawyers to special counsel, effective April 1, 2012. Wendy Feng (San Francisco), the new of counsel, represents policyholders in insurance coverage cases in state and federal courts. She provides strategic claims-related advice and has ...

April 13, 2012

SAN FRANCISCO, April 13 , 2012 — The Recorder has named Ingrid Rechtin to its list of “50 Lawyers on the Fast Track.” The publication’s editors chose the winners after reviewing materials on more than 300 nominees, all California lawyers in their first 10 years out of law school. “We judged the nominees as leaders, lawyers and community members: Making the ...

April 13, 2012

WASHINGTON, DC, April 13, 2012 — Covington & Burling advised Tom Benson, the longtime owner of the New Orleans Saints, in his purchase of the New Orleans Hornets for an undisclosed sum. The purchase and related agreements were finalized this week. Closing is expected before the end of June. “I am very grateful to Bruce Wilson and the Covington team,” Mr. ...

April 6, 2012

LONDON, 6 April, 2012 — Covington & Burling advised ReNeuron Group plc, an AIM-listed clinical stage stem cell business, in connection with a firm placing and open offer to existing shareholders to raise up to £9.4 million before expenses. In addition, investors in the firm placing are being issued warrants to subscribe for ordinary shares, which could raise up ...

April 2, 2012, Covington Advisory

April 2012, Investment Advisor Association Newsletter

March 19, 2012

LONDON, 19 March, 2012 — Covington & Burling LLP received 46 individual mentions and 20 practice mentions in the Chambers Global 2012 edition. The guidebook, which ranks lawyers globally by pan-regional and country practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. The Covington lawyers ...

March 13, 2012

WASHINGTON, DC, March 13, 2012 — Street & Smith’s SportsBusiness Journal has named Covington & Burling LLP partner Peter Zern a recipient of its “Forty Under 40” award. The annual list honors the best and brightest executives in the sports business industry under the age of 40, and is described by the publication as the most coveted award in sports business. ...

March 12, 2012

WASHINGTON, DC, March 12, 2012 — Covington & Burling LLP has applied to open a new office in Seoul and tapped William H.Y. Park, a veteran corporate lawyer based in Korea, to help oversee the expansion. Mr. Park will work closely with former Ambassador to the United Nations Daniel Spiegel, senior of counsel at Covington, who will be the Foreign Legal Consultant ...

3/1/2012

SAN FRANCISCO, March 1, 2012 — Covington & Burling LLP represented Borrego Solar Systems, Inc. in connection with its new $47 million project finance fund with partners U.S. Bank and East West Bank. The fund will finance solar energy projects that are expected to create hundreds of new jobs and generate electricity to power nearly 2,000 homes. Borrego Solar is ...

March 2012, Insights

February 23, 2012

LONDON, 23 February, 2012 — Covington & Burling LLP represented IMS Consulting Group Limited in its agreement to acquire HedgeOp Compliance, LLC. HedgeOp is the leading provider of specialised compliance software and consulting services for investment advisers in the United States. IMS is a leading European governance, risk and compliance services group. The ...

February 2, 2012

NEW YORK, February 2, 2012 — Covington & Burling represented Moelis & Company, financial advisor to Amgen, in its cash acquisition of Micromet, Inc. in a deal valued at approximately $1.16 billion. The acquisition, reported on Jan. 26, includes blinatumomab, a Bispecific T cell Engager antibody in Phase 2 clinical development for acute lymphoblastic leukemia. ...

February 1, 2012

New York, February 1, 2012 — Covington & Burling advised SandRidge Energy, Inc. on its announced acquisition of Dynamic Offshore Resources, LLC for $1.275 billion in cash and stock. Under the agreement, SandRidge will pay about $680 million in cash and approximately 74 million shares of SandRidge common stock valued at $8.02 per share. Covington also advised ...

January 24, 2012

WASHINGTON, DC, January 24, 2012 — Covington & Burling LLP represented ChemGen Corp. in its definitive merger agreement with Eli Lilly and Company. Upon closing of the transaction, ChemGen will become a wholly-owned subsidiary of Eli Lilly and an operating unit of Elanco, the animal health division of Eli Lilly. ChemGen, headquartered in Gaithersburg, ...

January 13, 2012, Covington Advisory

January 9, 2012, Covington E-Alert

January 4, 2012

NEW YORK, January 4, 2012 — Covington & Burling advised Resource America, Inc. in its definitive agreement with CVC Capital Partners to create a global credit management business with over $7.5 billion in assets under management called CVC Credit Partners. As part of the transaction, Resource America plans to sell Apidos Capital management, its CLO manager, to ...

2012, The International Comparative Legal Guide to Mergers & Acquisitions

December 15, 2011

WASHINGTON, DC, December 15, 2011 — Covington advised the National Football League in negotiating nine-year extensions of its Sunday broadcast television packages with CBS, FOX and NBC networks. The NFL owners voted to approve the package of TV deals with FOX, CBS and NBC on Wednesday. The new agreements, announced yesterday, run through the 2022 season, and ...

December 8, 2011

LONDON, 8 December, 2011 — Covington & Burling LLP is pleased to announce that Kristian Wiggert has joined the firm’s European corporate group as a partner in London. Mr. Wiggert is a US-qualified lawyer with extensive experience in cross-border financings, mergers and acquisitions, private equity and securities. His practice covers a wide range of industries, ...

December 7, 2011

WASHINGTON, DC, December 7, 2011 — The BIG EAST Conference announced today that it has reached an agreement for the admission of five new members. Covington & Burling represented the BIG EAST in its negotiations with each of the five schools. Under the agreements, University of Central Florida, University of Houston and Southern Methodist University will begin ...

December 2011, Insights

December 2011, Covington E-Alert

November 28, 2011

NEW YORK, November 28, 2011 — Covington & Burling represented Resource Capital Corp. (NYSE: RSO) in the restructuring of its investment in Leaf Commercial Capital, Inc. (LEAF), a commercial finance joint venture in which RSO has a substantial interest. The restructuring of RSO’s investment was undertaken in connection with a growth equity investment of $50 ...

November 14, 2011, Covington Advisory

November 10, 2011

WASHINGTON, DC, November 10, 2011 — Covington & Burling represented Salix Pharmaceuticals, Ltd. in its agreement to acquire Oceana Therapeutics, Inc., a privately held global provider of gastroenterology and urology therapeutics, for $300 million in cash. “The acquisition of Oceana expands our product portfolio of innovative products, furthers the ...

November 8, 2011

WASHINGTON, DC, November 8, 2011 — Dr. Arturo Valenzuela, a former senior State Department official who held key positions in formulating and executing U.S. foreign policy towards the Americas, is joining Covington & Burling, strengthening the firm’s ability to assist Latin American and U.S.-based corporations expand their global presence. Dr. Valenzuela joins ...

November 2, 2011

SAN FRANCISCO, November 2, 2011 — Covington & Burling LLP represented Microsoft Corporation in the sale of its minority interest in ContentGuard Holdings, Inc. to Pendrell Technologies LLC. ContentGuard, based in El Segundo, Calif., is a leading inventor, developer and licensor of digital rights management (DRM) and related content distribution patents and ...

November 1, 2011

WASHINGTON, DC, November 1, 2011 — For the second consecutive year, U.S. News-Best Lawyers awarded Covington & Burling the most first-tier practice rankings for Washington, DC in the “Best Law Firms” survey. The 2011-12 survey also awarded the firm 82 first-tier practice rankings, placing Covington among the top 20 firms nationwide. Additionally, U.S. ...

10/21/2011

LONDON, 21 October, 2011 — Covington & Burling LLP is advising Axis-Shield plc on the recommended £235 million all cash public takeover offer from Alere, Inc., a US company listed on the New York Stock Exchange. Axis-Shield is a Scottish-Norwegian company, listed on the London and Oslo Stock Exchanges, that develops and manufactures in vitro diagnostic tests for ...

October 11, 2011, Covington Advisory

October 11, 2011, Covington Advisory

October 2011, Insights

September 27, 2011, Covington E-Alert

9/23/2011

LONDON, 23 September, 2011 — Covington & Burling LLP advised its long-standing client Indian Energy Limited, an independent power producer operating wind farms in India, on a recommended all-share takeover by Infrastructure India plc. The takeover was implemented by way of a scheme of arrangement approved by the Guernsey courts and valued Indian Energy at ...

September 9, 2011

WASHINGTON, DC, September 9, 2011 — The National Football League has announced that it has entered into a new eight-year agreement with ESPN providing for Monday Night Football, the most successful series in sports media history, to remain on ESPN through the 2021 NFL season. The broad multiplatform agreement, which begins in 2014, includes eight full seasons of ...

September 7, 2011

WASHINGTON, DC, September 7, 2011 — Covington & Burling LLP lawyers received 184 individual mentions in 56 areas of law in the 2012 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: ...

September 7, 2011, Covington E-Alert

September 2, 2011

SAN FRANCISCO, September 2, 2011 — Covington & Burling LLP represented Microsoft Corp. in a patent monetization transaction involving the acquisition by MOSAID Technologies Incorporated of Core Wireless Licensing S.a.r.l., a Luxembourg company that holds a portfolio of 400 patent families, consisting of approximately 2,000 wireless patents and patent ...

August 31, 2011

NEW YORK, August 31, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has entered into a definitive agreement to sell the drilling products business of its recently acquired LeTourneau Technologies, Inc. to Cameron International Corporation (NYSE: CAM) for $375 million in cash, subject to ...

August 23, 2011, The Harvard Law School Forum on Corporate Governance and Financial Regulation

August 22, 2011

WASHINGTON, DC, August 22, 2011 — Zuffa LLC, parent company of the Ultimate Fighting Championship, and Fox have agreed to a seven-year broadcast deal that will distribute live and taped mixed martial arts programming across the broadcast network's multiple television platforms beginning in January 2012. Covington & Burling LLP advised UFC on the transaction. The ...

August 16, 2011

WASHINGTON, DC, August 16, 2011 — SandRidge Permian Trust recently announced the closing of its initial public offering of 34.5 million common units of beneficial interest at a price of $18 per unit.  Net proceeds of the offering, before expenses, were approximately $584 million.  The common units sold in the offering represent a 66 percent beneficial interest ...

August 15, 2011

WASHINGTON, DC, August 15, 2011 — Covington & Burling LLP is pleased to announce that partner Michael St. Patrick Baxter has been appointed to the Council of the American Bar Association’s Business Law Section. “I am honored by this appointment and by the trust and confidence placed in me by the Section leadership,” Mr. Baxter said. “I look forward to ...

July 22, 2011

NEW YORK, July 22, 2011 — Bristol-Myers Squibb Company and Amira Pharmaceuticals, Inc., have reported that the companies have signed a definitive agreement under which Bristol-Myers Squibb will acquire privately held Amira Pharmaceuticals. Covington & Burling LLP represented Bristol-Myers Squibb in the transaction. Under the terms of the agreement, ...

July 15, 2011

WASHINGTON, DC, July 15, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported yesterday that it has signed a definitive agreement to acquire approximately 41 percent of the outstanding common stock of International Mining Machinery Holdings Ltd. (IMM), a Hong Kong listed designer and manufacturer of ...

July 7, 2011, Covington Advisory

July 5, 2011

NEW YORK, July 5, 2011 — Covington & Burling LLP represented Microsoft Corp. in the $4.5 billion winning bid in the auction of Nortel Networks Corporation’s 6000 patents and patent applications. A consortium of Microsoft and several other technology companies will share Nortel’s 4G wireless, data networking, optical, voice, Internet, service provider, ...

July 5, 2011, Covington E-Alert

June 29, 2011

WASHINGTON, DC, June 29, 2011 — Covington & Burling LLP represented National Geographic Society in its agreement with Cengage Learning to sell its digital and print school publishing unit and to extend additional rights to use the National Geographic brand in higher education and library markets worldwide. National Geographic’s school publishing unit includes ...

June 20, 2011

NEW YORK, June 20, 2011 — Covington & Burling LLP represented Morgan Stanley, financial advisor to Atlantic Power Corporation, in its acquisition of Capital Power Income L.P. in a deal valued at approximately C$1.1 billion. The transaction will create a leading North American contracted power generation platform with over 2,100 megawatts of capacity. Under the ...

June 10, 2011

WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 123 individual mentions and 45 practice mentions in Chambers USA 2011. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...

June 8, 2011

SAN FRANCISCO, June 8, 2011 — Prosper.com, a social lending marketplace that brings together creditworthy borrowers with individual and institutional investors, has raised over $17 million in funding from new investors, Draper Fisher Jurvetson and Crosslink Capital. Covington & Burling LLP advised Prosper on the transaction. Existing investors, Accel Partners, ...

5/16/2011

WASHINGTON, DC, May 16, 2011 — Joy Global Inc. (NASDAQ: JOYG), a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100 percent ownership interest in LeTourneau Technologies, Inc. (“LeTourneau”) from Rowan Companies, Inc. (“Rowan”) (NYSE: RDC) for $1.1 billion in cash. LeTourneau designs, ...

5/10/2011

NEW YORK, May 10, 2011 — CKx, Inc., an owner of premium entertainment content, today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Apollo Global Management, a leading global alternative asset manager. Covington & Burling LLP advised Gleacher & Company, Inc., financial advisor to CKx, on the transaction. Under ...

5/10/2011

WASHINGTON, DC, May 10, 2011 — For the sixth consecutive year, Covington & Burling LLP has been named to Corporate Board Member’s list of America’s Best Corporate Law Firms. The list of 25 firms is based on a comprehensive survey of directors of publicly traded companies by Corporate Board Member magazine and FTI Consulting. Covington was also again named to the ...

May 2, 2011

NEW YORK, May 2, 2011 — Covington & Burling LLP represented UBS Securities LLC, financial adviser to International Coal Group, Inc., in its $3.4 billion sale to Arch Coal, Inc., creating the second largest U.S. metallurgical coal supplier and a top-five overall global coal producer and marketer. Under the terms of the agreement, Arch will acquire all of the ...

April 21, 2011

NEW YORK, April 21, 2011 — The Goodyear Tire & Rubber Company has announced that it has amended and restated its European revolving credit facility and closed an offering of €250 million of 6 3/4 percent Senior Notes due 2019 by its European subsidiary, Goodyear Dunlop Tires Europe B.V. Changes to the European credit facility include the extension of the ...

April 15, 2011, Covington E-Alert

April 13, 2011

WASHINGTON, DC, April 13, 2011 — SandRidge Mississippian Trust I has announced the closing of its public offering of 17.25 million common units of beneficial interest, at a price per unit of $21.00. The 17.25 million units represent an approximately 62 percent beneficial interest in the Trust.  Covington & Burling LLP served as counsel to SandRidge Energy, Inc. ...

April 6, 2011

NEW YORK, April 6, 2011 — Covington & Burling LLP represented The Goodyear Tire & Rubber Company in its $500 million registered underwritten offering of 5.875 percent Mandatory Convertible Preferred Stock, which closed on March 31, 2011. Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citi and Credit Agricole Securities (USA) Inc. served as joint book-running ...

April 1, 2011, Corporate Accountability Report

March 7, 2011

NEW YORK, March 7, 2011 — Covington & Burling LLP represented BofA Merrill Lynch, financial adviser to TomoTherapy Incorporated, in its sale to Accuray Incorporated for $277 million. Under terms of the agreement, TomoTherapy will be sold to Accuray for $4.80 per share in cash and Accuray stock. TomoTherapy is a creator of advanced radiation therapy solutions ...

March 3, 2011

NEW YORK, March 3, 2011 — Resource Capital Corporation (RSO) has announced that it has completed its purchase of 100 percent of the ownership interests in Churchill Pacific Asset Management LLC (CPAM) from Churchill Financial Holdings LLC. CPAM is the collateral manager to five Collateralized Loan Obligations (CLOs) totaling approximately $1.9 billion in assets. ...

February 22, 2011

NEW YORK, February 22, 2011 — Forest Laboratories, Inc. (NYSE: FRX) and Clinical Data, Inc. (NASDAQ: CLDA) announced today that they have entered into a merger agreement pursuant to which Forest will acquire Clinical Data, a specialty pharmaceutical company focused on the development of first-in-class and best-in-category therapeutics. Covington & Burling LLP ...

February 15, 2011

NEW YORK, February 15, 2011 — Covington & Burling LLP represented Perella Weinberg Partners, as financial advisor to NYSE Euronext, in its merger with Deutsche Börse AG announced today, forming the premier global exchange group. Under the terms of the agreement, NYSE shareholders will own 40 percent of the newly merged company, and Deutsche Börse shareholders ...

February 15, 2011

WASHINGTON, DC, February 15, 2011 — For the seventh time, Practical Law Company has awarded Covington & Burling LLP its worldwide first place ranking in the Life Sciences Regulatory Super League category. PLC also singled out Covington’s Antitrust/Competition, Corporate, and Insurance practices, along with lawyers from each group, in its practice-specific ...

January/February 2011, The Corporate Governance Advisor

January 31, 2011, Covington E-Alert

January 26, 2011, Covington Advisory

January 24, 2011

WASHINGTON, DC, January 24, 2011 — The University of Texas at Austin, ESPN and UT Athletics' multimedia rights partner IMG College have announced a 20-year agreement to create what soon will be the nation's largest 24-hour television network dedicated to covering a university's intercollegiate athletics, music, cultural arts and academic programs. Covington ...

January 11, 2011

NEW YORK, January 11, 2011 — Scout Partners LLC has announced that it has made a growth capital investment in The Hinckley Company. Terms of the transaction, which closed on December 30, 2010, were not disclosed. Covington & Burling LLP advised Scout Partners on the deal. Scout Partners, a partnership between David Howe and Peterson Capital LLC, was created ...

1/6/2011

NEW YORK, January 6, 2011 — Charlesbank Capital Partners has announced that it has acquired Peacock Engineering Company, LLC, a leading provider of outsourced food packaging and supply chain management services to many of the nation’s largest branded consumer products companies, from Behrman Capital. The terms of the transaction, which closed on December 21, ...

12/20/2010

WASHINGTON, DC, December 20, 2010 — Covington & Burling LLP is pleased to announce that former Comptroller of the Currency John C. Dugan is rejoining the firm as a partner. Mr. Dugan will chair the firm’s Financial Institutions Group, and will advise clients on a range of legal matters affected by significantly increased regulatory requirements resulting from ...

December 7, 2010

WASHINGTON, DC, December 7, 2010 — Covington & Burling LLP is pleased to announce that Edward Yingling, President and CEO of the American Bankers Association (ABA), will be joining the firm as a partner. His practice will focus on advising financial institutions on regulatory, transactional, enforcement, and legislative matters, with particular emphasis on ...

December 2010, first published in Westlaw Business Currents

November 23, 2010

NEW YORK, November 23, 2010 — J.Crew Group, Inc. today announced that it has entered into a definitive agreement to be acquired by funds affiliated with TPG Capital and Leonard Green & Partners, L.P. Under the terms of the agreement, holders of the outstanding common shares of J.Crew will receive $43.50 per share in cash, or a total of approximately $3 billion. ...

November 10, 2010

WASHINGTON, DC, November 10, 2010 — SandRidge Energy, Inc. has announced a private offering, which closed today, of 2.5 million shares of its 7.0% convertible perpetual preferred stock for net proceeds of approximately $242 million. The company has also granted an option to the initial purchasers to purchase an additional 500,000 shares, or $50 million, of the ...

November 9, 2010

NEW YORK, November 9, 2010 — Atlas Pipeline Holdings L.P. and Atlas Energy, Inc. announced today that they have entered into an agreement for Atlas Holdings to acquire from its parent, Atlas Energy, all of Atlas Energy’s partnership management business and certain producing oil & gas assets for total consideration of $250 million, consisting of $220 million in ...

November 8, 2010, Covington Advisory

October 25, 2010

NEW YORK, October 25, 2010 — Kadmon Pharmaceuticals announced today that it has acquired Three Rivers Pharmaceuticals, a privately held specialty pharmaceuticals company based in Warrendale, Pennsylvania. Three Rivers will serve as the commercial and operational cornerstone for Kadmon, a privately held biopharmaceutical company based in New York City. Terms of ...

October 25, 2010

SAN FRANCISCO, October 25, 2010 — Omeros Corporation today announced that it has received $20 million from Vulcan Capital as well as a grant award for $5 million from Washington State's Life Sciences Discovery Fund (LSDF) to support the advancement of the Company's G protein-coupled receptor (GPCR) program. In return, Vulcan Capital and LSDF have a right to ...

October 20, 2010, Covington Advisory

October 15, 2010, Covington E-Alert

October 12, 2010

NEW YORK, October 12, 2010 — King Pharmaceuticals and Pfizer announced today that they have entered into an agreement for Pfizer to acquire all of the outstanding stock and stock equivalents of King for $14.25 in cash per share, or aggregate consideration of $3.6 billion. Covington & Burling LLP advised King on the transaction. King is a vertically integrated ...

October 8, 2010, Compliance Week News Podcast

October 7, 2010, Covington Advisory

October 1, 2010

WASHINGTON, DC, October 1, 2010 — Covington & Burling LLP today announced that six of its lawyers have been elected to the firm’s partnership. The six new partners and their practices are as follows: Tammy Albarrán (Litigation) focuses on SEC enforcement work, private securities class action litigation, derivative actions, and internal investigations. She ...

September 21, 2010

NEW YORK, September 21, 2010 — Prestige Brands Holdings, Inc. has announced that it has entered into a definitive agreement to acquire 100% of the stock of Blacksmith Brands Holdings, Inc., a portfolio company of Charlesbank Capital Partners, for $190 million in cash. Covington & Burling LLP advised Charlesbank on the transaction, which is expected to close in ...

September 17, 2010

WASHINGTON, DC, September 17, 2010 — Covington & Burling LLP received 33 first-tier practice rankings in the 2010 “Best Law Firms” survey by U.S. News Media Group and Best Lawyers. Covington’s first-tier national rankings place it among the top 10 firms nationwide and at the top of the first-tier rankings for Washington, DC. The inaugural rankings presented in ...

September 8, 2010

WASHINGTON, DC, September 8, 2010 — Covington & Burling LLP partner Peter Zern has been named to Washington Business Journal’s “40 Under 40.” The list recognizes the Washington region's brightest young business leaders based on demonstrated business success. At Covington, Mr. Zern advises many of the firm’s sports clients on media transactions, finance, and ...

August 25, 2010, Covington Advisory

August 17, 2010

NEW YORK, August 17, 2010 — Pactiv Corporation, a leader in the consumer and foodservice packaging markets, today announced an agreement to be acquired by Reynolds Group Holdings Limited, a global manufacturer and supplier of consumer food and beverage packaging and storage products, in a transaction valued at approximately $6 billion. Covington & Burling LLP ...

August 9, 2010

REDWOOD SHORES, CA, August 9, 2010 — Covington & Burling LLP is pleased to announce that three partners from its Washington, D.C. office, Kurt Calia, Emily Henn, and Emily Leonard, have relocated to the Silicon Valley office. Their move will strengthen the link to the firm’s deep regulatory roots as well as further enhance the firm’s transactional and litigation ...

August 6, 2010

WASHINGTON, DC, August 6, 2010 — Covington & Burling LLP received 138 individual mentions in 40 areas of law in the 2011 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

August 2, 2010

WASHINGTON, DC, August 2, 2010 — The Washington Post Company has today announced its agreement to sell Newsweek to a company owned by Dr. Sidney Harman, the founder and chairman emeritus of Harman International. Covington & Burling LLP advised The Washington Post Company on the transaction. The terms of the sale have not been announced. The Washington and New ...

July 29, 2010, Covington Advisory

July 22, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 21, 2010, Covington Advisory

July 16, 2010

SAN FRANCISCO, July 16, 2010 — Eighteen Covington & Burling LLP lawyers are recognized in the 2010 Northern California Super Lawyers. The annual list by Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Eleven Covington lawyers were named Northern California Super ...

July 15, 2010

WASHINGTON, DC, July 15, 2010 — Covington & Burling LLP is pleased to announce the signing of a Purchase Agreement for the sale of the Golden State Warriors, the NBA franchise based in Oakland, California, to an investor group led by Kleiner Perkins Caufield & Byers Managing Partner Joe Lacob and Mandalay Entertainment Group Chairman Peter Guber. The sale price ...

July 2, 2010, Covington E-Alert

June 24, 2010, Covington E-Alert

June 16, 2010

WASHINGTON, DC, June 16, 2010 — Covington & Burling LLP received 112 individual mentions and 44 practice mentions in Chambers USA 2010. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...

May 27, 2010, Covington E-Alert

May 26, 2010, Covington E-Alert

May 25, 2010, Covington E-Alert

May 24, 2010, Covington E-Alert

May 24, 2010, Covington E-Alert

May 21, 2010, Covington E-Alert

May 7, 2010

WASHINGTON, DC, May 7, 2010 — For the fifth consecutive year, Covington & Burling LLP has been named to Corporate Board Member’s list of America’s Best Corporate Law Firms. The list of 20 firms is based on a comprehensive survey of directors of publicly traded companies by Corporate Board Member magazine and FTI Consulting. Covington was also again named to the ...

5/6/2010

LONDON, 6 May, 2010 — Intercell AG today announced that it has signed an agreement with Cytos Biotechnology Ltd. to acquire Cytos’ platform technology for monoclonal antibody discovery. The technology is based on expression cloning of monoclonal antibodies from human B-cells and enables the identification of anti-infective antibodies to prevent and treat ...

May 4, 2010

NEW YORK, May 4, 2010 — Interactive Data Corporation (IDC), a provider of financial market data, analytics and related solutions, today announced that it has entered into a definitive agreement to be acquired by investment funds managed by Silver Lake Partners and Warburg Pincus LLC in a transaction with a total value of $3.4 billion. British publishing company ...

May 2010, Investment Advisor Association Newsletter

April 30, 2010

WASHINGTON, DC, April 30, 2010 — Covington & Burling LLP is pleased to announce the promotion of three lawyers to of counsel. The new of counsels are as follows: Natalie Derzko (Washington) practices in the areas of intellectual property, strategic counseling, due diligence, patent prosecution, patent ...

April 26, 2010

NEW YORK, April 26, 2010 — Charles River Laboratories International, Inc., a global provider of research models and associated services and of preclinical drug development services, and WuXi PharmaTech (Cayman) Inc., a drug research and development outsourcing company with expertise in discovery chemistry and with operations in China and the United States, today ...

April 23, 2010

WASHINGTON, DC, April 23, 2010 — The NCAA has announced a new 14-year television and new media rights agreement with CBS Sports and Turner Broadcasting System, Inc., to present the Division I Men's Basketball Championship beginning in 2011 through 2024 for total rights fees of approximately $10.8 billion. As part of the agreement, all games will be shown live ...

April 21, 2010

WASHINGTON, DC, April 21, 2010 — In a statement released today, Pepco Holdings, Inc. announced that it has entered into an agreement to sell the power generation assets of its Conectiv Energy segment to Calpine Corporation for approximately $1.7 billion. Covington & Burling LLP advised Pepco Holdings on the transaction. Pepco Holdings, headquartered in ...

4/21/2010

NEW YORK, April 21, 2010 — Alphatec Holdings, Inc., the parent company of Alphatec Spine, Inc., completed an underwritten public offering of 18.4 million shares of common stock, consisting of 9.2 million primary shares and 9.2 million shares offered by HealthpointCapital Partners. The net proceeds to HealthpointCapital Partners from the sale of the shares, after ...

April 19, 2010

SAN FRANCISCO, April 19, 2010 — Prosper.com, the world’s largest peer-to-peer lending marketplace with nearly one million members and more than 32,000 funded loans totaling over $194 million, announced that it has raised $14.7 million in a Series D round from new investors TomorrowVentures, LLC and CompuCredit Holdings Corporation, and all of Prosper’s existing ...

April 12, 2010

WASHINGTON, DC, April 12, 2010 — LIN TV Corp., a local television and multimedia company, has announced the private placement by its wholly owned subsidiary, LIN Television Corporation, of $200 million of its 8 3/8% Senior Notes due 2018 (the “Notes”). Net proceeds from the sale of the Notes are expected to be used to repay outstanding amounts under LIN ...

April 12, 2010

NEW YORK, April 12, 2010 — Covington & Burling LLP’s Scott Smith has been named “Dealmaker of the Week” by The Am Law Daily. Mr. Smith, chair of the firm’s M&A and private equity practices, was recognized for advising SandRidge Energy in its acquisition of Arena Resources, a deal that was announced April 4. The other members of the New York and Washington ...

March 19, 2010, Covington E-Alert

March 16, 2010, Covington Advisory

March 16, 2010, Covington Advisory

March 12, 2010, Covington E-Alert

March 9, 2010

NEW YORK, March 9, 2010 — Covington & Burling LLP represented Trinity Equity Investments I, LLC, an affiliate of Trinity Equity Investors, LLC, in its March 5 investment in, and recapitalization of, Ricerca Biosciences, LLC, which was completed in connection with Ricerca’s acquisition of the Discovery and Preclinical business of MDS Pharma Services. Covington ...

February 25, 2010

NEW YORK, February 25, 2010 — Coca-Cola Enterprises Inc. (CCE) announced today a definitive agreement to sell its North American bottling operations to The Coca-Cola Company and to acquire Coca-Cola’s Norway and Sweden bottling businesses in a transaction valued at approximately $13 billion. Covington & Burling LLP advised Greenhill & Co., Inc., financial ...

February 24, 2010

LONDON, February 24, 2010 — Vernalis plc, the London main market listed pharmaceutical company, announced on 11 February the completion of a fully underwritten placing and open offer raising £30 million before expenses. Vernalis proposes to apply most of the proceeds of the fundraising to regain the right to the royalties from Menarini’s sales of frovatriptan by ...

2/22/2010

NEW YORK, February 22, 2010 — Financial Federal Corporation and People’s United Financial, Inc. have completed the merger of Financial Federal with People’s United in a transaction valued at approximately $738 million. Covington & Burling LLP advised Financial Federal on the transaction. Financial Federal is a financial services company providing collateralized ...

February 17, 2010, Covington Advisory

January 28, 2010, Covington Advisory

January 15, 2010

LONDON, January 15, 2010 — Covington & Burling LLP advised Minster Pharmaceuticals plc, the AIM-quoted drug development company specialising in compounds for the treatment of neurological and psychiatric conditions, in its recommended takeover by Proximagen Neuroscience plc. The terms of the all cash offer value Minster at £4.3 million. The Covington team ...

January 5, 2010, Covington Advisory

December 18, 2009

LONDON, December 18, 2009 — Alphatec Holdings, Inc. has entered into an agreement to acquire Scient’x Groupe SAS, a spinal implant company based in France. Alphatec Holdings, Inc., the parent company of Alphatec Spine, Inc., is a medical device company that designs, develops, manufactures and markets products for the surgical treatment of spine disorders. ...

December 17, 2009

NEW YORK, December 17, 2009 — Ethicon, Inc., a Johnson & Johnson company and a worldwide leader in surgical care, and Acclarent, Inc., a privately held medical technology company dedicated to designing, developing and commercializing devices that address conditions affecting the ear, nose and throat, have announced a definitive merger agreement whereby Ethicon ...

December 16, 2009

WASHINGTON, DC, December 16, 2009 — SandRidge Energy, Inc. has announced the pricing of its private placement of $450 million of 8 3/4% Senior Notes due in 2020. Covington & Burling LLP advised SandRidge on the transaction, as well as the recently announced sales of the company’s preferred and common stock. SandRidge Energy is a natural gas and crude oil ...

December 11, 2009

WASHINGTON, DC, December 11, 2009 — The U.S. Olympic Committee (USOC) announced the members of the independent Advisory Committee established by USOC’s Board of Directors to assess the USOC's board structure and operations model. The 14-member committee will be chaired by Paul Tagliabue. The committee's members have wide-ranging experience with youth and ...

December 9, 2009

NEW YORK, December 9, 2009 — Trustmark Corporation completed on December 7, 2009 the issuance of 5.4 million shares of Common Stock, raising gross proceeds of $115 million, in a transaction underwritten by UBS and J.P. Morgan. Today Trustmark announced that it completed the redemption of $215 million of its Fixed Rate Cumulative Perpetual Preferred Stock, Series ...

December 8, 2009

NEW YORK, December 8, 2009 — The Talbots, Inc., a leading international specialty retailer and direct marketer of women’s apparel, shoes and accessories, today announced agreements that in aggregate will reduce Talbots’ debt by approximately $330 million, provide access to a new secured debt facility, and re-establish the company with a strong financial profile ...

12/2/2009

WASHINGTON, DC, December 2, 2009 — SandRidge Energy, Inc. has announced that it is selling shares of its preferred and common stock in connection with the planned acquisition of Forest Oil Corporation’s oil and gas properties in the Permian Basin of Texas. Covington & Burling LLP advised SandRidge on the stock transactions. SandRidge Energy is a natural gas and ...

November 16, 2009

SAN FRANCISCO, CA, November 16, 2009 — Fate Therapeutics, Inc. announced today that it has completed a $30 million series B financing led by OVP Venture Partners. Covington & Burling LLP advised OVP on the transaction. Also participating in the financing were ARCH Venture Partners, Polaris Venture Partners and Venrock, which collectively led the company’s series ...

November 9, 2009, Covington Advisory

11/5/2009

NEW YORK, November 5, 2009 — IMS Health today announced that it has entered into a definitive agreement to be acquired by investment funds managed by TPG Capital (TPG) and the CPP Investment Board (CPPIB) in a transaction with a total value of $5.2 billion, including the assumption of debt. Covington & Burling LLP advised Foros Securities LLC, which acted as ...

11/2/2009

NEW YORK, NY, November 2, 2009 — Charlesbank Capital Partners, LLC has announced the formation of Blacksmith Brands Inc. with the acquisition of five over-the-counter consumer products brands from McNEIL-PPC, Inc. Covington & Burling LLP advised Charlesbank on the transaction. The brands acquired by Blacksmith include: Efferdent denture cleaner; Effergrip ...

October 29, 2009, Covington E-Alert

October 23, 2009, Covington E-Alert

10/2/2009

WASHINGTON, DC, October 2, 2009 — Arginetix, Inc. today announced it has closed a $10.75 million Series A financing. The financing was co-led by Quaker BioVentures and MedImmune Ventures, the latter a wholly owned venture capital fund of the AstraZeneca Group. Maryland Heath Care Product Development Corp., Osage University Partners, Red Abbey Venture Partners, ...

10/1/2009

WASHINGTON, DC, October 1, 2009 — Covington & Burling LLP today announced that ten of its lawyers have been elected to the firm’s partnership effective today. The new partners practice in the corporate, litigation, and regulatory fields. The ten new partners and their practices are as follows:  Marney Cheek (International) represents companies and trade ...

9/24/2009

NEW YORK, September 24, 2009 — Boehringer Ingelheim, and its US animal health business Boehringer Ingelheim Vetmedica, Inc., has entered into an agreement with Pfizer to acquire certain assets of Wyeth’s Fort Dodge Animal Health business upon the closing of the global Pfizer-Wyeth merger. Covington & Burling LLP represented Boehringer Ingelheim on the ...

9/2/2009

LONDON, September 2, 2009 — Indian Energy, an independent power producer operating wind farms in India, today announced its admission to AIM, raising £9.75 million before expenses through a placing of ordinary shares. Covington & Burling LLP advised Indian Energy on the transaction. Indian Energy is focused on building a portfolio of wind power generating ...

September 2, 2009, Covington Advisory

8/27/2009

WASHINGTON, DC, August 27, 2009 — NYSE Euronext announced today that it has entered into a definitive agreement to acquire, through its wholly-owned subsidiary NYSE Technologies, Inc, NYFIX, Inc. The total value of the all-cash deal is approximately $144 million. Covington & Burling LLP advised the NYFIX Special Committee on the transaction, which is expected to ...

8/24/2009

NEW YORK, NY, August 24, 2009 — Procter & Gamble today announced the sale of its global pharmaceuticals business to Warner Chilcott Ltd. Covington & Burling LLP advised Procter & Gamble on the transaction. Procter & Gamble is a leading global branded products company, with one of the strongest portfolios of quality, leadership brands in consumer health and ...

August 12, 2009, Covington Advisory

August 7, 2009

WASHINGTON, DC, August 7, 2009 — Covington & Burling LLP received 131 individual mentions in 38 areas of law in the 2010 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

August 5, 2009, Covington E-Alert

7/22/2009

NEW YORK, NY, July 22, 2009 — Medarex and Bristol-Myers Squibb announced today that Bristol-Myers Squibb entered into an agreement for Bristol-Myers Squibb to acquire all of the outstanding stock and stock equivalents of Medarex for $16.00 in cash per share, or aggregate consideration of $2.4 billion. Covington & Burling LLP advised Medarex on the ...

July 20, 2009, Covington E-Alert

7/16/2009

NEW YORK, NY, July 16, 2009 — Snow Phipps Group, LLC, a private equity firm, announced on July 7 that it had completed the acquisition of ITS Holding Company (ITSolutions), a leading information technology services provider to US government civilian, national security, and intelligence agencies, along with Mr. Stefan Lalos, co-founder and CEO of ITSolutions. ...

July 16, 2009, Covington E-Alert

7/9/2009

NEW YORK, NY, July 9, 2009 — Validus Holdings, Ltd. today announced that it has entered into a definitive agreement to acquire IPC Holdings, Ltd. for approximately $1.65 billion in cash and Validus voting common shares. The combination will create a leading Bermuda carrier in the short-tail reinsurance and insurance market with $3.4 billion in shareholders’ ...

July 6, 2009, Covington E-Alert

July 1, 2009, Covington Advisory

6/24/2009

WASHINGTON, DC, June 24, 2009 — Covington & Burling LLP has again been named in Corporate Board Member’s annual “top 20” rankings of corporate law firms. The featured list is based on a survey of directors of publicly traded companies by Corporate Board Member magazine and FTI Consulting. Covington was also included in the magazine’s separate “top 20” list based ...

June 17, 2009, Covington E-Alert

June 12, 2009

WASHINGTON, DC, June 12, 2009 — Covington & Burling LLP received 100 individual mentions and 40 practice mentions in Chambers USA 2009. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...

June 10, 2009, Covington E-Alert

5/22/2009

NEW YORK, NY, May 22, 2009 — Johnson & Johnson and Cougar Biotechnology, Inc. announced a definitive agreement whereby Cougar Biotechnology will be acquired for approximately $970 million in a cash tender offer. Covington & Burling LLP advised Merrill Lynch, financial advisor to Cougar Biotechnology, on the transaction. Johnson & Johnson engages in the research ...

May 21, 2009, Covington Advisory

5/19/2009

LONDON, May 19, 2009 — Vernalis plc, the London main market listed pharmaceutical company which is developing a pipeline of clinical and early stage programmes, today announced the completion of a placing and open offer raising £24 million before expenses. It proposes to apply the proceeds of the fundraising to fund its clinical development and discovery ...

5/14/2009

LONDON, May 14, 2009 — Covington & Burling LLP is pleased to announce the arrival of Daniel Pavin, who joins the firm’s leading European life sciences practice as a partner in London. Mr. Pavin is recognized as a leading life sciences transactional lawyer in the UK and Europe and brings extensive experience in the life sciences and healthcare sectors. He ...

5/1/2009

WASHINGTON, DC, May 1, 2009 — Covington & Burling LLP advised California-based biotech HepaHope, Inc. on its initial public offering in Germany and Luxembourg and its listing on the Frankfurt Stock Exchange. HepaHope raised a total of $12.6 million from funding activities in connection with the IPO. The offering had to be carefully structured and managed to ...

May 1, 2009, Covington E-Alert

April 17, 2009, Covington E-Alert

April 17, 2009, Covington E-Alert

4/10/2009

NEW YORK, NY, April 10, 2009 — First Solar, Inc. has announced the completion of its previously announced acquisition of OptiSolar’s project development business. Covington & Burling LLP advised OptiSolar on the deal. OptiSolar is a California-based independent power producer committed to delivering clean, competitively priced electricity to the power grid from ...

3/27/2009

WASHINGTON, DC, March 27, 2009 — For the second straight year, Covington & Burling LLP partner Peter Zern has been named to Street & Smith’s SportsBusiness Journal’s “Forty Under 40.” The 10th annual list honors the best and brightest executives in the sports business industry under the age of 40, and is described by the publication as the most coveted award in ...

March 27, 2009, Covington E-Alert

3/17/2009

SAN FRANCISCO, CA, March 17, 2009 — Sanofi-aventis U.S. and Æterna Zentaris GmbH have signed an agreement for the development, registration and marketing for cetrorelix for the treatment of benign prostatic hyperplasia (BPH) for the US market. Under the terms of the agreement sanofi-aventis will make upfront and future milestone payments, and Æterna Zentaris ...

3/4/2009

NEW YORK, NY, March 4, 2009 — PhotoMedex, Inc. announced the completion of its acquisition of Photo Therapeutics Limited. PhotoMedex financed the acquisition through a convertible debt investment in PhotoMedex by Perseus Partners VII, L.P., an investment fund managed by Perseus, L.L.C. Covington & Burling LLP advised Perseus on the transaction. Perseus, L.L.C. ...

March 2, 2009

SAN FRANCISCO, CA, March 2, 2009 — Borrego Solar Systems Inc. and groSolar Inc. announced that they have completed the sale of the residential solar division of Borrego to groSolar.  Financial terms of the agreement were not disclosed.  Covington & Burling LLP advised Borrego on the transaction.  Following the sale, Borrego Solar will continue its focus on ...

February 10, 2009, Covington E-Alert

2/5/2009

SAN FRANCISCO, CA, February 5, 2009 — Covington & Burling LLP advised solar power systems designer and installer Borrego Solar Systems Inc. in a $14 million first round of venture financing from an unnamed publicly traded company. Borrego Solar is a solar electric contractor specializing in commercial, residential and public sector turnkey, grid-connected solar ...

February 3, 2009, Covington Advisory

December 19, 2008, Covington E-Alert

December 17, 2008, Covington E-Alert

12/11/2008

WASHINGTON, DC, December 11, 2008 — Salix Pharmaceuticals, Ltd. announced that it has acquired rights to crofelemer from Napo Pharmaceuticals, Inc. Covington & Burling LLP represented Salix in the deal. Crofelemer currently is being investigated in a Phase 3 study as an anti-diarrheal agent for the treatment of chronic diarrhea in people living with HIV. Salix ...

December 4, 2008, Covington E-Alert

12/2/2008

NEW YORK, NY, December 2, 2008 — Roche and Memory Pharmaceuticals have announced a definitive merger agreement for Roche to acquire all the outstanding shares of Memory Pharmaceuticals. Covington & Burling LLP advised Memory Pharmaceuticals on the deal, valued at approximately $50 million. Roche, headquartered in Switzerland, is one of the world’s leading ...

11/21/2008

NEW YORK, NY, November 21, 2008 — Trustmark Corporation announced today that it completed the issuance and sale of $215 million of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and a Warrant to purchase approximately 1.65 million shares of Trustmark common stock to the U.S. Treasury as part of the government’s Capital Purchase Program. The Capital ...

November 21, 2008, Covington E-Alert

11/20/2008

WASHINGTON, DC, November 20, 2008 — Covington & Burling LLP is pleased to announce that both Chambers Asia 2009 and The Legal 500 Asia Pacific have recognized the firm’s India practice. This is the first time that Covington has been included in either guide for that region. Chambers Asia 2009 recognizes Covington in the Overseas Counsel - Corporate & Finance ...

November 17, 2008, Covington E-Alert

November 5, 2008, Covington E-Alert

10/29/2008

LONDON, October 29, 2008 — MPS Global, LLC, a US-based provider of high-tech engineering, design and IT talent, has acquired UK-based Talascend Group. The Talascend business includes EPCglobal, an international engineering staffing company, which operates exclusively in the engineering and construction industries in the UK, the US, India and Abu Dhabi. Covington ...

10/9/2008

NEW YORK, NY, October 9, 2008 — Covington & Burling LLP advised UBS AG in connection with its recently filed registration statement with the SEC covering $21.5 billion in novel Auction Rate Securities Rights. These Rights were issued by UBS in connection with its settlements with various securities regulators regarding UBS's participation in the auction rate ...

10/1/2008

WASHINGTON, DC, October 1, 2008 — Covington & Burling LLP today announced that 12 of its lawyers have been elected to the firm’s partnership. These new partners are resident in four of the firm’s offices and practice in the litigation, corporate/tax, and regulatory fields. Timothy Hester, chair of the firm’s management committee, commented: “These young and ...

September 29, 2008

WASHINGTON, DC, September 29, 2008 — Covington & Burling LLP received 124 individual mentions in 40 areas of law in the 2009 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The Covington lawyers recognized are as follows: Administrative: ...

September 23, 2008, Covington E-Alert

9/18/2008

SAN FRANCISCO, CA, September 18, 2008 — BioMérieux announced that it has signed an agreement to acquire privately held AviaraDx, Inc. for $60 million. BioMérieux plans to keep AviaraDx as an independent legal entity called bioTheranostics, Inc. Covington & Burling LLP advised bioMérieux on the transaction. BioMérieux, based in France, specializes in the in ...

9/16/2008

NEW YORK, NY, September 16, 2008 — Getinge AB announced today that it will purchase Datascope Corporation for $53 per share or $865 million in cash. Covington & Burling LLP advised Merrill Lynch, financial advisor to Getinge, on the transaction. Getinge is a global medical technology company with operations in the cardiac surgery and vascular surgery markets. ...

9/8/2008

NEW YORK, NY, September 8, 2008 — UST Inc. and Altria Group, Inc. today announced an agreement pursuant to which Altria Group will acquire UST. Under the terms of the agreement, shareholders of UST will receive $69.50 in cash for each share of common stock held. The transaction is valued at approximately $11.7 billion, which includes the assumption of ...

9/8/2008

NEW YORK, NY, September 8, 2008 — Alberto-Culver Company announced today that it signed an agreement to acquire the Noxzema skin care brand from The Procter & Gamble Company. The agreement includes the existing business in the United States, Canada and portions of Latin America. Procter & Gamble will continue to operate its existing Noxzema shave care, ...

8/25/2008

NEW YORK, NY, August 25, 2008 — Grey Wolf, Inc., a US drilling company, and Precision Drilling Trust, a Canadian oil and natural gas drilling company, today announced an agreement to which Precision will acquire Grey Wolf for about $2 billion in cash and stock. Covington & Burling LLP advised UBS Investment Bank, financial advisor to Grey Wolf, on the ...

August 22, 2008, Covington Advisory

8/19/2008

LONDON, August 19, 2008 — International Specialty Products, Inc. (ISP) has completed its previously announced sale of its hydrocolloids ingredients business to FMC Corporation. The London office of Covington & Burling LLP advised ISP on the transaction. ISP is a leading global supplier of specialty chemicals and performance-enhancing products for a wide variety ...

8/7/2008

WASHINGTON, DC, August 7, 2008 — On August 5, Intercell AG completed its acquisition of Iomai Corporation (now known as Intercell USA, Inc.) in a deal that will create a leading traveler’s vaccine portfolio. Covington & Burling LLP advised Intercell on the transaction. Intercell is a growing biotechnology company which focuses on the design and development of ...

8/6/2008

NEW YORK, NY, August 6, 2008 — General Maritime Corporation and Arlington Tankers Ltd. jointly announced today that they have entered into a definitive agreement whereby the two companies will combine in a stock-for-stock combination. The combination will create a leading publicly traded tanker company with a value of approximately $2 billion. Covington & ...

8/5/2008

SAN FRANCISCO, CA, August 5, 2008 — Gilead Sciences and Merck & Co., Inc. have entered into an agreement through which Gilead will assume the lead role for the distribution of the HIV medication Atripla(R) in 12 countries located primarily in Latin America and the Asia-Pacific region. Covington & Burling LLP advised Gilead in the agreement. Atripla is the first ...

July 30, 2008, Covington Advisory

7/18/2008

WASHINGTON, DC, July 18, 2008 — The Washington Post Company has reached an agreement with NBC to acquire WTVJ, the NBC owned and operated television station in Miami, Florida. Post-Newsweek Stations, Inc., a Washington Post Company subsidiary, will continue to operate WTVJ as an NBC affiliate. Covington & Burling LLP advised The Washington Post Company on the ...

7/17/2008

NEW YORK, NY, July 17, 2008 — Wyeth Consumer Healthcare, a division of Wyeth, announced that it signed an agreement to purchase ThermaCare, a leading over-the-counter heat wrap, from Procter & Gamble. Covington & Burling LLP advised Procter & Gamble on the transaction. Introduced in the United States in 2002, ThermaCare Heat Wraps use heat therapy to relieve ...

7/11/2008

WASHINGTON, DC, July 11, 2008 — Cubist Pharmaceuticals, Inc. announced that it has signed an exclusive agreement with AstraZeneca to promote and provide support in the United States for MERREM® I.V. Covington & Burling LLP advised AstraZeneca on the deal. AstraZeneca, a major international healthcare business, is engaged in the research, development, ...

7/9/2008

NEW YORK, NY, July 9, 2008 — Coty Inc. has completed its previously announced sale of the Orajel brand and other brands of Del Pharmaceuticals to Church & Dwight Co., Inc. for $380 million in cash. Covington & Burling LLP advised Coty on the transaction. Coty is the world’s largest fragrance company with annual sales in excess of $3.5 billion. Church & Dwight ...

6/30/2008

NEW YORK, NY, June 30, 2008 — Allied World Assurance Company Holdings, Ltd. and Darwin Professional Underwriters, Inc. announced today a definitive merger agreement whereby Allied World will acquire Darwin for approximately $550 million in cash. Covington & Burling LLP advised UBS Investment Bank, financial advisor to Darwin, on the transaction. Allied World is ...

6/19/2008

WASHINGTON, DC, June 19, 2008 — For the third straight year, Covington & Burling LLP has been named one of Corporate Board Member’s top 20 corporate law firms. The annual list is based on a survey of directors of publicly traded companies by Corporate Board Member magazine and FTI Consulting. A separate survey of general counsels also ranked Covington as one of ...

June 16, 2008

WASHINGTON, DC, June 16, 2008 — Covington & Burling LLP received 81 individual mentions and 45 practice mentions in the newly released 2008 Chambers USA. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington ...

6/12/2008

NEW YORK, NY, June 12, 2008 — Invitrogen Corporation and Applera Corporation today announced a definitive merger agreement under which Invitrogen will acquire all of the outstanding shares of Applera’s Applied Biosystems Group in a cash and stock transaction valued at $6.7 billion. Covington & Burling LLP represented Greenhill & Co., which provided a fairness ...

June 11, 2008

NEW YORK, NY, June 11, 2008 — Hologic, Inc. has announced that it has signed a definitive agreement to acquire Third Wave Technologies, Inc. for approximately $580 million. Covington & Burling LLP advised Merrill Lynch, financial advisor to Third Wave, in the transaction. Third Wave develops and markets molecular diagnostic reagents for a wide variety of DNA and ...

6/5/2008

WASHINGTON, DC, June 5, 2008 — Covington & Burling LLP partner David Martin has been elected 2008-09 President of the Board of Trustees of the Securities and Exchange Commission Historical Society. The SEC Historical Society is a non-profit institution, independent of and separate from the U.S. Securities and Exchange Commission, which preserves and shares SEC ...

May 19, 2008

NEW YORK, NY, May 19, 2008 — Resource America, Inc. has announced that its subsidiary, Apidos Capital Management, LLC ("Apidos"), has successfully been assigned the management contracts of four Collateralized Loan Obligations (CLOs) totaling approximately $1.3 billion. Covington & Burling LLP advised Resource America and Apidos on the transaction. Resource ...

5/12/2008

NEW YORK, NY, May 12, 2008 — Covington & Burling LLP is pleased to announce that Nigel Howard has joined the firm’s technology transactions practice as a partner. Mr. Howard will be resident in Covington’s New York office. Mr. Howard’s practice focuses on information technology, outsourcing, and intellectual property issues. He represents clients in complex ...

4/30/2008

NEW YORK, NY, April 30, 2008 — Covington & Burling LLP is pleased to welcome four more lawyers to its recently expanded Private Equity Practice. The new members follow the recent arrivals of Covington partner and Private Equity co-chair Timothy Clark and partner Loretta Shaw-Lorello. The new arrivals, who will work alongside Mr. Clark and Ms. Shaw-Lorello in the ...

4/22/2008

NEW YORK, NY, April 22, 2008 — Grey Wolf, Inc. and Basic Energy Services, Inc. have approved a definitive agreement to combine the two businesses in a “merger of equals.” Based upon closing prices for each company’s common stock as of April 18, the estimated value of the combined company would be $2.9 billion. Covington & Burling LLP advised UBS Investment Bank, ...

4/7/2008

NEW YORK, NY, April 7, 2008 — Covington & Burling LLP is pleased to announce that Timothy Clark and Loretta Shaw-Lorello have joined the firm’s corporate practice as partners. Mr. Clark and Ms. Shaw-Lorello will be resident in the firm’s New York office. Mr. Clark will become co-chair of the firm’s Private Equity Practice. Mr. Clark and Ms. Shaw-Lorello ...

4/3/2008

WASHINGTON, DC, April 3, 2008 — Covington & Burling LLP has announced the promotion of four new of counsels and five new special counsels in the firm’s five offices. The new of counsels are as follows:  Christopher Denig (Washington) focuses on representing clients in complex federal civil litigation (including class actions), internal corporate ...

3/3/2008

NEW YORK, NY, March 3, 2008 — Pfizer Inc. announced today that it has entered into an agreement to acquire Serenex Inc., a privately held biotechnology company. Covington & Burling LLP advised Pfizer on the transaction. Pfizer, the world’s largest research-based biomedical and pharmaceutical company, discovers and develops innovative medicines to treat and help ...

3/3/2008

WASHINGTON, DC, March 3, 2008 — Covington & Burling LLP partner Peter Zern has been named to Street & Smith’s SportsBusiness Journal’s “Forty Under 40” Class of 2008, described by the publication as the most coveted award in sports business. The annual list, which first appeared in 1999, honors the best and brightest executives in the sports business industry ...

2/21/2008

WASHINGTON, DC, February 21, 2008 — Encysive Pharmaceuticals Inc. announced yesterday that it has entered into an agreement to be acquired by Pfizer Inc. Under the terms of the agreement, Pfizer will make a cash tender offer for all issued and outstanding shares of Encysive for $2.35 per share, representing an equity value of approximately $195 million. ...

2/1/2008

SAN FRANCISCO, CA, February 2, 2008 — Covington & Burling LLP advised Schwab Performance Technologies in its acquisition of RIA back office outsourcing provider Etelligent Consulting, Inc. Financial terms of the transaction have not been disclosed. Founded in 1985, Schwab Performance Technologies is a subsidiary of The Charles Schwab Corporation and a leading ...

February 2008, Insights

1/28/2008

WASHINGTON, DC, January 28, 2008 — LX Networks LLC, a leading producer of local television and broadband video programming under the LX.TV name, has been acquired by the NBC Local Media Division of NBC Universal. The announcement was made today. Covington & Burling LLP advised LX Networks in the deal. Founded in 2006 and based in New York, LX’s programming ...

January 9, 2008, Covington Advisory

1/8/2008

WASHINGTON, DC, January 8, 2008 — Joy Global Inc., a worldwide leader in high-productivity mining solutions, reported today that it has signed a definitive agreement to acquire 100% of the stock of NES Investment, Co., the parent holding company of Continental Global Inc. Continental designs, manufactures, installs and services highly engineered bulk material ...

1/2/2008

NEW YORK, NY, January 2, 2008 — Coty Inc. has completed its acquisition of DLI Holding Corp., the parent company of Del Laboratories, Inc., one of the leading manufacturers of nail care, cosmetics, personal care, and OTC products. Covington & Burling LLP advised Coty on the transaction.Coty Inc. is the world’s largest fragrance company and a recognized leader in ...

1/2/2008

NEW YORK, NY, January 2, 2008 — Pfizer announced on December 31 that it has completed the cash tender offer for the outstanding shares of common stock of Coley Pharmaceutical Group, Inc., a publicly-held biopharmaceutical company specializing in vaccine adjuvant technology and a new class of immunomodulatory drug candidates designed to fight cancers, allergy and ...

2008

12/18/2007

NEW YORK, NY, December 18, 2007 — Covington & Burling LLP advised Northwestern University in the sale of a portion of its worldwide royalty interest in Lyrica® to Royalty Pharma for $700 million in cash. The transaction is the largest sale ever of a royalty stream for a pharmaceutical product. John Gourary, co-head of Covington’s finance practice, together with ...

December 18, 2007

NEW YORK, NY, December 18, 2007 — BUPA today announced that it has entered into an agreement to acquire Health Dialog. Covington and Burling LLP represented BUPA, Health Dialog’s largest shareholder, in the $775M transaction, which is expected to close in January. BUPA is a global provider of healthcare services and is the largest private health insurer in the ...

12/18/2007

NEW YORK, NY, December 18, 2007 — Pfizer Inc. announced today that it has entered into an agreement to acquire CovX, a privately-held biotherapeutics company. Covington & Burling LLP advised Pfizer on the transaction. Pfizer, the world’s largest research-based biomedical and pharmaceutical company, discovers and develops innovative medicines to treat and help ...

12/17/2007

LONDON, December 17, 2007 - Covington & Burling LLP is pleased to announce its role in advising HIT Entertainment, one of the world’s leading children’s entertainment producers and rights owner, on a joint venture with Chellomedia, which currently operates 27 branded TV channels across Europe, to launch JimJam internationally. JimJam is a pre-school children’s ...

11/30/2007

NEW YORK, NY, November 30, 2007 — E*TRADE FINANCIAL Corporation has announced an agreement that will result in a cash infusion of $2.5 billion. The transaction, led by affiliates of Citadel Investment Group, includes immediate funding of approximately $2.4 billion with the remaining $150 million expected to fund by January 15, 2008. Covington & Burling LLP ...

11/30/2007

WASHINGTON, DC, November 30, 2007 — Nineteen Covington & Burling LLP attorneys are recognized as “Top Lawyers” in the December 2007 issue of Washingtonian magazine. The list, compiled by the magazine’s editorial staff based on peer recommendations, identifies leading lawyers in the Greater Washington area. Of the “Top Lawyers,” Washingtonian identified 30 as the ...

November 29, 2007

NEW YORK, NY, November 29, 2007 — US BioEnergy Corp. and VeraSun Energy Corp. announced today they will combine in an all-stock deal. Under the agreement, 0.81 shares of VeraSun stock will be issued for each outstanding share of US BioEnergy, and the combined company is projected to have a market capitalization of approximately $1.5 billion. Covington & Burling ...

November 26, 2007

LONDON, November 26, 2007 - Covington & Burling LLP has advised SR One, the venture capital arm of GSK, on a Series B investment in Syntaxin Ltd, a biopharmaceutical company developing novel biologic drugs that control cell secretion. The round, which was co-led by SR One and Life Science Partners (LSP) with additional funds from one of Syntaxin’s existing ...

November 20, 2007

LONDON, November 21, 2007 - This autumn Chambers and Legal 500 UK have recognised the London office of Covington & Burling in a combined 20 categories, praising the firm’s experts for “creative and commercial thinking” and “outstanding expertise” as well as “diversity of skills.”  The firm’s London office has also achieved seven individual rankings and a further ...

11/19/2007

NEW YORK, NY, November 19, 2007 — Celgene Corporation and Pharmion Corporation announced the signing of a definitive merger agreement under which Celgene will acquire Pharmion for approximately $2.9 billion. Covington & Burling LLP advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, financial advisor to Celgene, on the transaction, which is expected to ...

11/16/2007

NEW YORK, NY, November 16, 2007 — Technisource, Inc. announced it has signed a definitive agreement to be acquired by Spherion Corporation for total consideration of $140 million. Covington & Burling LLP advised Technisource on the transaction. Spherion Corporation is a leading recruiting and staffing company that provides integrated solutions to meet the ...

November 15, 2007

LONDON, November 15, 2007 - Covington & Burling LLP is pleased to announce its role in advising Bank of China’s London Branch on the transfer of its UK retail and part of its UK corporate banking business (based in London, Birmingham, Manchester and Glasgow) to Bank of China (UK) Ltd. Bank of China (UK) Ltd is a newly established UK bank and a wholly-owned ...

November 15, 2007

NEW YORK, NY, November 15, 2007 — Hellenic Telecommunications Organization S.A., the Greek landline telephone company known as OTE that is listed on the Athens, London, and New York stock exchanges, has announced its tender offer for all issued and outstanding shares of Cosmote Mobile Telecommunications S.A., the Greek wireless carrier listed in Athens and ...

11/01/2007

NEW YORK, NY, November 1, 2007 — Mainfreight Limited has completed its acquisition of AMEX-listed Target Logistics, Inc. in an all-cash transaction. Covington & Burling LLP advised Mainfreight on the transaction. Mainfreight is a global supply chain logistics provider with approximately 3,000 team members based in operations in New Zealand, Australia, Asia, and ...

10/30/2007

NEW YORK, NY, October 30, 2007 — Fiber Composites has completed its previously announced acquisition of Louisiana-Pacific Corporation’s (LP’s) WeatherBest decking and railing business and manufacturing and distribution facility in Meridian, Idaho. Covington & Burling LLP advised Fiber Composites on the transaction. Fiber Composites is a leading manufacturer of ...

10/15/2007

WASHINGTON, DC, October 15, 2007 — Covington & Burling LLP advised The Washington Post Company in its acquisition of CourseAdvisor, Inc. The Washington Post Company is a diversified media and education company whose principal operations include newspaper and magazine publishing, educational and career services, television broadcasting, cable television systems, ...

10/12/2007

NEW YORK, NY, October 12, 2007 — TouchTunes Music Corporation, the largest on-location digital entertainment network, has announced its acquisition of White Rabbit Game Studio, creators of PlayPorTT and developers of portable, on-location game systems. Covington & Burling LLP advised TouchTunes on the transaction. White Rabbit executives and employees will form ...

10/11/2007

WASHINGTON, DC, October 11, 2007 — Covington & Burling LLP partner Michael Baxter has been elected a member of the National Bankruptcy Conference. The National Bankruptcy Conference (NBC) is a non-profit organization of approximately 60 lawyers, law professors, and bankruptcy judges who are leading scholars and practitioners in the field of bankruptcy law. The ...

10/1/2007

NEW YORK, NY, October 1, 2007 — PerkinElmer, Inc. and ViaCell, Inc. today announced the signing of a definitive agreement under which PerkinElmer will acquire ViaCell for approximately $300 million. Covington & Burling LLP advised Merrill Lynch & Co., financial advisor to PerkinElmer, on the transaction, which is expected to close in the fourth quarter of 2007. ...

10/1/2007

WASHINGTON, DC, October 1, 2007 — Covington & Burling LLP announced that six of its associates have been elected to the firm’s partnership, effective today. Stuart Stock, chair of the firm’s management committee, commented, “These six outstanding men and women are representative of Covington’s depth and excellence. We are pleased to welcome them to our ...

9/28/2007

WASHINGTON, DC, September 28, 2007 — In its inaugural year, The Legal 500 US has recognized Covington & Burling LLP’s practice excellence in 23 fields. Compiled in four volumes published in 2007, the Legal 500 US singles out the following practices:  Broadcasting and Digital Buyouts: sub-$1b Copyright - regional Copyright Litigation - regional Data ...

9/26/2007

WASHINGTON, DC, September 26, 2007 — Covington & Burling LLP advised Belo Corp. in a new strategic partnership with Mochila, Inc. whereby Belo will become a premier content syndication partner in the Mochila online content marketplace. In addition, Belo has made an equity investment in Mochila. Covington represented Belo with respect to both the online content ...

September 6, 2007

WASHINGTON, DC, September 6, 2007 — Covington & Burling LLP received 115 individual mentions in 38 areas of law in the 2008 edition of The Best Lawyers in America. This annual compilation of top US lawyers is based on peer-review surveys and is used as a referral guide in the legal profession. The recipients are as follows: Administrative: E. Edward Bruce and ...

8/17/2007

NEW YORK, NY, August 17, 2007 — Lamson & Sessions announced that it has entered into a definitive merger agreement to be acquired by Thomas & Betts Corporation for approximately $450 million in cash. Covington & Burling LLP advised Perella Weinberg Partners, financial advisor to Lamson & Sessions, on the transaction. Perella Weinberg Partners is an independent, ...

August 15, 2007, Covington Advisory

8/7/2007

LONDON, 7 August, 2007 — Covington & Burling LLP announces its role in advising US biotechnology company Northwest Biotherapeutics, Inc. on its admission to AIM and £15 million placing, which valued the company at approximately £68 million on a fully-diluted basis. The transaction was particularly complex due to Northwest's quotation on the OTC Bulletin Board in ...

8/7/2007

LONDON, 7 August, 2007 - Covington & Burling LLP acted for Cenkos Securities plc in its role as nominated adviser and joint broker to Tanfield Group Plc in Tanfield’s £115 million placing of ordinary shares. Tanfield, the AIM-listed manufacturer of zero emission electric vehicles and aerial work platforms, will use part of the proceeds from the placing to fund ...

August 6, 2007, Covington Advisory

8/1/2007

NEW YORK, NY, August 1, 2007 — The Goodyear Tire & Rubber Company and The Carlyle Group announced today that The Carlyle Group has completed its acquisition of Goodyear’s engineered products division for $1.475 billion. Covington & Burling LLP advised Goodyear in the transaction, which was announced on March 23, 2007. Goodyear is the world's largest tire ...

August 2007, Insights

7/24/2007

NEW YORK, NY, July 24, 2007 — Ryerson Inc. announced today that it has entered into a definitive merger agreement to be acquired by Platinum Equity, a leading private equity firm, in a transaction valued at approximately $2 billion. Under the terms of the agreement, an affiliate of Platinum Equity will acquire all of the outstanding shares of Ryerson common and ...

7/19/2007

NEW YORK, NY, July 19, 2007 — Moscow CableCom Corp. and Renova Media Enterprises Ltd. jointly announced today that they have completed the previously announced merger under the terms of which Renova Media, the largest holder of Moscow CableCom’s voting securities, has acquired all of the equity securities of Moscow CableCom that it did not previously own. ...

July 12, 2007, Covington Advisory

July 2, 2007, Covington Advisory

June 29, 2007, Covington Advisory

June 26, 2007

NEW YORK, NY, June 26, 2007 — The GSI Group, Inc. announced that its parent company, GSI Holdings Corp., which is controlled by Charlesbank Capital Partners, has entered into an agreement pursuant to which affiliates of Centerbridge Partners, L.P. will acquire a majority stake. Covington & Burling LLP advised The GSI Group and Charlesbank Capital Partners on the ...

June 18, 2007

WASHINGTON, DC, June 18, 2007 — Covington & Burling LLP received 44 practice mentions and 74 individual mentions in the newly released 2007 Chambers USA guidebook. The 2007 edition of Chambers USA attempts to identify the most skilled legal practitioners throughout the country based on the qualities most valued by clients. Covington attorneys have been ...

June 8, 2007

May 31, 2007

NEW YORK, NY, May 31, 2007 — Ceridian Corporation, Thomas H. Lee Partners, L.P. ("THL Partners") and Fidelity National Financial, Inc. announced that they have entered into a definitive merger agreement under which Ceridian will be jointly acquired by THL Partners and FNF in an all cash transaction valued at approximately $5.3 billion. Covington & Burling LLP ...

May 31, 2007, Covington E-Alert

May 21, 2007

NEW YORK, NY, May 21, 2007 — Atlas Energy Resources, LLC announced that it has signed a definitive purchase agreement to acquire DTE Gas & Oil Company, a wholly owned subsidiary of DTE Energy Company, for $1.225 billion in cash. Covington & Burling LLP advised UBS Investment Bank, financial advisor to Atlas Energy, on the transaction, which is expected to close ...

May 18, 2007

NEW YORK, NY, May 18, 2007 — The Procter & Gamble Company and Inverness Medical Innovations, Inc. announced that they have completed their previously announced deal to form a 50/50 joint venture for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products. Inverness contributed its related consumer ...

May 8, 2007

LONDON, 8 May, 2007 — Covington & Burling LLP today announced its role in advising ICICI Bank Limited, India’s 2nd largest bank, and Standard Chartered Bank, India’s largest international bank, as joint lead arrangers for an aggregate of US$925m in project financings supporting two separate projects being undertaken separately by Reliance Ports and Terminals ...

April 2007, Washington Legal Foundation

April 26, 2007

SAN FRANCISCO, CA, April 26, 2007 — Bristol-Myers Squibb Company and Pfizer Inc. today announced a worldwide collaboration to develop and commercialize apixaban, an anticoagulant discovered by Bristol-Myers Squibb being studied for the prevention and treatment of a broad range of venous and arterial thrombotic conditions. In a separate agreement, the companies ...

4/18/2007

NEW YORK, NY, April 18, 2007 — Teekay Shipping Corporation, A/S Dampskibsselskabet TORM, and OMI Corporation announced that Teekay and TORM have entered into a definitive agreement to acquire OMI for $2.2 billion or $29.25 per share in cash.  Covington & Burling LLP advised Perella Weinberg Partners, financial advisor to OMI, on the transaction.  Teekay and TORM ...

4/18/2007

NEW YORK, NY, April 18, 2007 — Innkeepers USA Trust announced that it has entered into a definitive agreement to be acquired by Apollo Investment Corporation for $1.5 billion or $17.75 per share in cash. Covington & Burling LLP advised UBS Investment Bank, financial advisor to Innkeepers, on the transaction, which is expected to close in the second quarter of ...

4/16/2007

NEW YORK, NY, April 16, 2007 — Sallie Mae announced today its $25 billion sale to private equity firms, JC Flowers and Friedman, Fleischer & Lowe who combined for the acquisition with JPMorgan Chase and Bank of America.  Covington & Burling LLP represented Greenhill & Co., financial advisor to the Special Committee of Sallie Mae, in the deal. The Covington team ...

4/16/2007

NEW YORK, NY, April 16, 2007 — The Thomson Corporation closed the sale of its Thomson Medical Education business to ABRY Partners, a Boston based private equity firm.  Covington & Burling LLP advised The Thomson Corporation on the transaction. The Thomson Corporation is a leading global provider of integrated information-based solutions to business and ...

4/12/2007

NEW YORK, NY, April 12, 2007 — Boart Longyear Group announced that it has completed its Australian initial public offering for A$2.75 billion, which was Australia’s largest IPO in nine years. The final price of shares was A$1.85.  Boart Longyear expects normal trading of its shares to commence on April 16, 2007.  Covington & Burling LLP advised the management ...

April 6, 2007, Covington Advisory

April 3, 2007

WASHINGTON, DC, April 3, 2007 — Covington & Burling LLP has announced the promotion of four new Of Counsel and six new Special Counsel.The four new Of Counsel are Daniel P. Cooper, Christian Neira, Matthew J. O’Connor, and Kevin J. Shortill.Daniel P. Cooper advises on European privacy and data protection matters, as well as on contentious and non-contentious ...

March 20, 2007, Covington Advisory

March 19, 2007, Covington Advisory

March 15, 2007

New York, NY, March 15, 2007 — Covington & Burling LLP represented Cowen Capital Partners LLC in its March 8 leveraged recapitalization of Ricerca Biosciences, LLC, including new equity and term facilities approaching US $50 million. Covington has represented Cowen in all of its prior investments in Ricerca Biosciences dating back to 2000.Ricerca Biosciences is ...

March 12, 2007, Covington E-Alert

March 8, 2007

WASHINGTON, DC, March 8, 2007 — Major League Baseball announced the launch of the MLB Channel today in connection with its seven-year agreement with DIRECTV to carry the MLB EXTRA INNINGS subscription package of out-of-market games. DIRECTV will be a minority partner in the MLB Channel, and will work with MLB to develop the new network. Scheduled to launch in ...

February 26, 2007

WASHINGTON, DC, February 26, 2007 — Private equity firms Kohlberg Kravis Roberts & Co. (KKR) and Texas Pacific Group (TPG) announced today that they have agreed to acquire Texas power company TXU Corp. for $45 billion.  Covington & Burling LLP advised KKR and TPG on environmental, regulatory, and other governmental and public policy aspects of the transaction, ...

February 16, 2007

NEW YORK, NY, February 16, 2007 — Equifax Inc. and TALX Corporation announced on February 14, 2007 that Equifax will acquire TALX in a stock and cash transaction valued at approximately $1.4 billion, including the assumption of debt. Covington & Burling LLP advised Bear Stearns & Co. in the deal, which is expected to close in the late second or early third ...

February 1, 2007

NEW YORK, NY, February 1, 2007 — Covington & Burling LLP advised Pfizer in the acquisition of BioRexis, a privately held biopharmaceutical company. The transaction is expected to close in the first or second quarter of 2007. The financial terms of the transaction were not disclosed.BioRexis is developing long-acting GLP-1 receptor agonists for the potential ...

February 2007, Insights

January 29, 2007

WASHINGTON, DC, January 29, 2007 — Abitibi-Consolidated Inc. and Bowater Inc. announced today they will combine in an all-stock deal that would create the third largest publicly traded paper and forest products company in North America. Covington & Burling LLP represented Goldman Sachs and UBS in the deal. Goldman Sachs and UBS served as financial advisors to ...

January 22, 2007

NEW YORK, NY, January 22, 2007 — Covington & Burling LLP advised Coty Inc. in its $125 million sale of the Calgon® and healing garden® brands, the number one and two brands respectively in the specialty bath sector, to Ascendia Brands, Inc. The transaction is expected to close in the first quarter of 2007.Coty Inc. is the world’s largest fragrance company with ...

January 19, 2007

WASHINGTON, DC, January 19, 2007 — Barclays has announced that it will pay an undisclosed amount for naming rights to the new Barclays Center located in Brooklyn, New York for a term of 20 years. Covington & Burling LLP advised Barclays on the transaction.The new Barclays Center is the core feature of the Frank Gehry designed $4 billion Atlantic Yards ...

January 17, 2007

NEW YORK, NY, January 17, 2007 — Evraz Group S.A. announced that it successfully completed its tender offer for Oregon Steel Mills, Inc. (NYSE: OS) common stock for $63.25 per share, with approximately 91.5% of the outstanding shares of common stock of Oregon Steel Mills tendered into the offer. The tender offer was the first step of the previously announced ...

January 10, 2007

Covington & Burling LLP recently advised The New York Times Company on the sale of its broadcast media group.  For more information, please click here.

January 8, 2007

NEW YORK, NY, January 8, 2007 — Covington & Burling LLP advised Cowen Group, Inc. in the creation of Cowen Healthcare Royalty Partners, a alternative asset management fund, and in the negotiation of employment and equity arrangements with its three principals, Dr. Gregory B. Brown, Todd C. Davis, and Clarke B. Futch, who will execute the initiative.Cowen ...

December 28, 2006, Covington Advisory

12/19/2006

NEW YORK, NY, December 19, 2006 — Covington & Burling LLP announced today that Jack Bodner, Dianne Coffino, and Ben Hoch have joined the firm as partners. Ms. Coffino and Mr. Hoch join Covington’s corporate restructuring and bankruptcy practice group, and Mr. Bodner joins Covington’s mergers and acquisitions group. All three will be resident in the firm’s New ...

December 19, 2006, Covington Advisory

12/08/2006

WASHINGTON, DC, December 8, 2006 — The Washington Post Company and 1105 Media, Inc. announced today that they have reached an agreement under which 1105 Media will acquire The Post’s government publishing and events group, which is known as Post Newsweek Tech Media. Post Newsweek Tech Media includes Government Computer News, Washington Technology, Government ...

11/15/2006

WASHINGTON, DC, November 15, 2006 — An affiliate of Diamond Castle Holdings LLC announced the acquisition of BlueStone Television LLC for $230 million. Covington represented and advised Diamond Castle with respect to the FCC and broadcast industry aspects of the transaction, which is expected to close in the first half of 2007. Diamond Castle is a New York based ...

11/06/2006

NEW YORK, NY, November 6, 2006 — Abbott Laboratories (NYSE: ABT) announced the acquisition of Kos Pharmaceuticals (NASDAQ: KOSP) through a cash tender offer of $78.00 per common share, or $3.7 billion. Covington & Burling LLP represented Abbott in the transaction. Abbott is a global, broad-based health care company devoted to the discovery, development, ...

10/16/2006

WASHINGTON, D.C., October 16, 2006 — The board of directors of JLG Industries, Inc. (NYSE: JLG) has approved an all cash offer of $28.00 per common share to merge with, and become, a subsidiary of Oshkosh Truck Corporation (NYSE: OSK). According to JLG’s press release, the $3.2 billion merger is dependent on the approval of JLG shareholders. The transaction is ...

9/29/2006

WASHINGTON, D.C., September 29, 2006 —  Covington represented Hanesbrands Inc. in its recent spin-off from the Sara Lee Corporation.  Hanesbrands began trading on the New York Stock Exchange under the ticker symbol HBI on September 6. ...

9/26/2006

 NEW YORK, NY, September 26, 2006 —  Covington & Burling LLP represented financial investors Olmeca Investments B.V. and Nautilus Gibraltar, SPRL in connection with their  agreement to sell their stake in Cablemás, S.A. de C.V., the second largest cable television operator in México, to the founding family of Cablemás.  The transaction is expected to close by ...

9/13/2006

WASHINGTON, D.C., September 13, 2006 —  Covington represented both Eisai Co., Ltd. and Eisai Inc. in the recent $205 million product acquisition agreement with Ligand Pharmaceuticals.  Eisai obtained exclusive global rights to four products, including ONTAK®, Targretin® capsules, Targretin® 1% gel and Panretin® 0.1% gel.  This acquisition will help to ...

August 23, 2006, Covington Advisory

July 27, 2006, Covington Advisory

July 25, 2006

WASHINGTON, D.C., July 25, 2006 -  Covington advised Novartis Vaccines and Diagnostics, Inc. (successor to Chiron Corporation) in its plans to locate, construct and operate a cell culture-derived  influenza vaccines manufacturing facility in Holly Springs, North Carolina.  The facility, slated to be the first of its kind in the United States, should ...

July 20, 2006

SAN FRANCISCO, July 20, 2006  -  The San Francisco office of Covington & Burling LLP advised Procter & Gamble Pharmaceuticals, Inc., a division of The Procter & Gamble Company, in its strategic alliance with ARYx Therapeutics, a private drug discovery and development company based in Fremont, CA.  Under the terms of the agreement, P&G will develop and ...

July 19, 2006

NEW YORK, July 19, 2006  -  Covington & Burling LLP advised Ocean Spray in its long-term strategic alliance with Pepsi-Cola North America.  Under the alliance, PepsiCo will begin marketing, bottling, and distributing single-serve cranberry juice products in the U.S. and Canada under the Ocean Spray name starting in 2007. Ocean Spray is an agricultural ...

July 10, 2006

NEW YORK, NY, July 10, 2006  -  Covington & Burling LLP advised Société Générale and SG Cowen & Co., LLC, a wholly owned subsidiary of SG, in the private sale of the portfolio companies in the SG Merchant Banking Fund to a new fund sponsored by Paul Capital Partners. The Covington team included Scott Smith, J. D. Weinberg, Peter Bognadow, Rob Heller (tax), ...

July 2006, PLC Magazine

June 27, 2006, Covington Advisory

June 23, 2006

NEW YORK, June 23, 2006  -  The board of directors of Kerr-McGee Corp. (NYSE: KMG) has approved an all cash offer of $70.50 per common share to merge into Anadarko Petroleum Corp. (NYSE: APC).  According to Kerr-McGee's press release , the $18 billion merger is dependent on the approval of Kerr-McGee stockholders.  It is expected to be finalized by the end of ...

June 5, 2006

WASHINGTON, DC, June 5, 2006 -  Fifty Covington & Burling lawyers practicing in 27 fields and in each of the firm's US offices were recognized as "leaders in their field" in this year's edition of Chambers USA - America's Leading Business Lawyers. The 2006 edition of Chambers USA, which was released June 2, 2006, attempts to identify the most skilled legal ...

June 2006, Focus Europe AIM Supplement, Corporate Counsel

May 26, 2006, Covington Advisory

May 25, 2006

LONDON, May 25, 2006 - Kangaroo Media Inc. and Formula One Management Limited announced yesterday that they have entered into a six-year licence agreement to provide fans at all Formula OneTM events with access to live race video, audio and data on Kangaroo Media's unique Kangaroo TVTM hand-held device. Covington & Burling's team that advised Kangaroo Media was ...

May 17, 2006

NEW YORK, NY, May 17, 2006 -  Covington & Burling advised AudioCodes in its agreement to acquire Nuera Communications.  The transaction will consist of payment of $85 million in cash to the stockholders of Nuera, subject to reduction for certain expenses, plus an earn out arrangement under which AudioCodes has agreed to pay up to an additional $5 million if ...

May 15, 2006

WASHINGTON, D.C., May 15, 2006 - Covington represented Perseus, LLC in SeaMobile's acquisition of Maritime Telecommunications Network, Inc. (MTN). MTN was a portfolio company of Perseus, LLC, a private equity fund management company based in Washington, DC and New York City. SeaMobile, based in Seattle and founded in 2005, provides wireless voice, data and ...

May 8, 2006, Covington E-Alert

April 20, 2006

LONDON, April 20, 2006 - Covington & Burling has advised Baltic Oil Terminals (Baltic) on its £31.4 million placing and listing on the London Stock Exchange's AIM market.  Baltic, a London-based company, has been established to invest in oil infrastructure projects and upstream activities in Russia and other countries in the former Soviet Union.Baltic will raise ...

April 18, 2006

NEW YORK, NY, April 18, 2006 -  Covington advised Pfizer Inc. in the acquisition of Rinat Neuroscience Corp., a privately held biotechnology company.  The financial terms of the transaction were not disclosed.Rinat discovers, develops, and commercializes protein therapeutics for diseases and disorders of the nervous system.  Rinat is working on a potential new ...

April 2006, Capital Aberto

March 15, 2006

WASHINGTON, D.C., March 15, 2006 -  Covington advised the independent directors of Beverly Enterprises, Inc. (BEI) in its $2.2 billion acquisition by Pearl Senior Care, an affiliate of Fillmore Capital Partners, LLC.  Pearl Senior Care replaced North American Senior Care (NASC), a company formed by a group of private investors, in November 2005, when NASC could ...

March 15, 2006

WASHINGTON, D.C., March 15, 2006 -  Covington advised the independent directors of Beverly Enterprises, Inc. (BEI) in its $2.2 billion acquisition by Pearl Senior Care, an affiliate of Fillmore Capital Partners, LLC.  Pearl Senior Care replaced North American Senior Care (NASC), a company formed by a group of private investors, in November 2005, when NASC could ...

March 2006, Insights

February 20, 2006

LONDON, UK, February 20, 2006 -  Covington & Burling announced today that Peter Cooke has joined the firm as of counsel and will lead Covington's European Employment Law Group.  Mr. Cooke is resident in the firm's London office. Mr. Cooke has experience advising on the employment law aspects of acquisitions, outsourcing and other corporate transactions, employee ...

January 20, 2006

LONDON, January 20, 2006 -  Leading international law firm Covington & Burling advised Sony NetServices on its partnership to offer a 3G mobile music service to Vodafone customers in more than 20 countries. The cutting edge subscription service, called Vodafone Radio DJ, allows customers to listen to interactive, personalized radio channels streamed to both ...

January 19, 2006

WASHINGTON, D.C., January 19, 2006 - Covington & Burling represented AstraZeneca AB in its recent global licensing and research collaboration agreement with Targacept Inc.  Under the terms of the agreement, which is subject to the expiration or termination of the HSR (Hart Scott Rodino) clearance period in the US, AstraZeneca will obtain the global rights for ...

January 18, 2006, BNA Corporate Counsel Weekly

January 16, 2006, Covington E-Alert

January 9, 2006, Covington Advisory

January 7, 2006, Covington Advisory

1/5/2006, Covington E-Alert

December 22, 2005

NEW YORK, NY, December 22, 2005 -  Covington represented Perseus LLC, in Workflow Management Inc.'s acquisition of The Relizon Company.  Workflow is a portfolio company of Perseus, a merchant bank and private equity fund management company. Workflow Management Inc. is the parent company of WorkflowOne, United Envelope, and Freedom Graphics.  Its acquisition of ...

December 9, 2005

WASHINGTON, D.C., December 9, 2005 -  Covington & Burling represented Tronox Inc. in the completion of its initial public offering and related debt financings valued at approximately $800 million.  Tronox's IPO involved 17,480,000 shares of its Class A common stock and approximate gross proceeds of  $245 million.  Covington also advised on related debt ...

December 9, 2005

WASHINGTON, D.C., December 9, 2005 -  Covington & Burling advised Charlesbank Capital Partners, LLC, a leading middle-market private equity investment firm, on its acquisition of Zenith Products from Masco Corporation.  Zenith is a leading designer and manufacturer of bathroom storage products and accessories for the retail market.  The transaction was funded ...

October 27, 2005

WASHINGTON, D.C., October 27, 2005 -  Covington & Burling represented JLG Industries, Inc. in its global alliance with Caterpillar Inc., the Illinois-based manufacturer of construction and mining equipment.  Under the multi-faceted alliance, JLG will purchase Caterpillar's telehandler assets located principally in Europe and develop and manufacture a full line ...

October 14, 2005

LONDON, UK, October 14, 2005 -  Covington & Burling assisted Medarex, the biopharmaceutical company focused on human antibody-based therapeutics to treat life-threatening and debilitating diseases, on the acquisition by its subsidiary Celldex Therapeutics Limited of privately held biotechnology company, Lorantis Ltd. Celldex will acquire Lorantis for 6.8 ...

October 3, 2005

WASHINGTON, D.C., October 3, 2005 - Covington & Burling announced the election of ten new partners, effective October 1. Stuart Stock, chair of the firm's management committee, commented: "These exceptional lawyers reflect the strength, excellence and diversity of the firm, and the continuing growth of our practices across the firm."  Covington's newest partners ...

October 2005, Insights: The Corporate & Securities Law Advisor

September 19, 2005

WASHINGTON, D.C., September 19, 2005 -  Covington & Burling advised British United Provident Association (BUPA) in its acquisition of AMEDEX Insurance Company, a US-based insurer with headquarters in Miami and operations throughout  Latin America and the Caribbean.  AMEDEX insures over 100,000 people in 42 countries.  The terms of the transaction, which closed ...

September 15, 2005

WASHINGTON, D.C., September 15, 2005 -  Covington & Burling represented the Board of Directors of Certegy, Inc. in its merger agreement with Fidelity National Information Services (FIS), a subsidiary of Fidelity National Financial, Inc.  The transaction will combine operations to form a single publicly traded entity. According to the terms of the agreement, ...

September 13, 2005

WASHINGTON, D.C., September 13, 2005 -  Forty-six Covington & Burling lawyers practicing in 27 fields were recognized in the 2006 edition of The Best Lawyers in America. The number of Covington lawyers listed increased by over 40% from the last edition.  This biennial compilation of top U.S. lawyers is based on peer-review surveys and is used as a referral guide ...

September 1, 2005

WASHINGTON, D.C., September 1, 2005 -  Covington & Burling advised Perseus LLC, a merchant bank and private equity fund management company, in the acquisition of Dallas-based clothing maker Haggar Corp.  Perseus, along with Infinity Associates LLC and Symphony Holdings Limited, acquired Haggar in a transaction valued at approximately $212 million. According to ...

August 22, 2005

NEW YORK, NY, August 22, 2005 — Covington & Burling advised Grupo Editorial Expansión (GEE) and its parent, Grupo Editorial Medcom (Medcom), in connection with the acquisition of GEE by Time, Inc. Financial terms of the transaction were not disclosed. GEE is the premier publisher of high-end consumer and business magazines in Mexico. Its portfolio of 15 titles ...

July 26, 2005, Covington Advisory

July 21, 2005

NEW YORK, NY, July 21, 2005 -  Covington & Burling advised Emory University in the sale of its emtricitabine royalty interest to Gilead Sciences and Royalty Pharma for $540 million.  The royalty interest was sold through means of an auction run by Citigroup Global Markets, financial advisor to Emory University, and is the largest known sale of a royalty stream ...

July 21, 2005

Washington, D.C., July 21, 2005 - London Market insurance companies facing asbestos, pollution, and other long-tail claim liabilities to U.S. policyholders under decades of occurrence policies have increasingly turned to solvent schemes of arrangement under Section 425 of the English Companies Act 1985 in an effort to cut off their future liabilities to ...

July 8, 2005, BNA Corporate Accountability Report

June 29, 2005, Drug Information Association Annual Conference, Washington, DC

June 16, 2005, Covington Advisory

May 27, 2005

Washington, D.C., June 28, 2005 - Twenty-nine Covington & Burling lawyers practicing in fourteen fields and in each of the firm's U.S. offices were recognized as "leaders in their field" in this year's edition of Chambers USA - America's Leading Business Lawyers. The 2005 edition of Chambers USA, which was released online earlier today, attempts to identify the ...

May 20, 2005

WASHINGTON, D.C., May 20, 2005 -  Covington & Burling advised Coty Inc. on the acquisition of Unilever's global prestige fragrance business, Unilever Cosmetics International (UCI).  According to the terms of the agreement, Coty will purchase the business for $800 million in cash at the closing. Coty Inc. is one of the largest beauty companies in the world, with ...

May 11, 2005

WASHINGTON, D.C., May 11, 2005 -  Covington & Burling advised Mobile Satellite Ventures and TerreStar Networks Inc. in connection with a recently announced private equity deal.  According to the terms of the transaction, Motient Corp., an owner of MSV, purchased $200 million of TerreStar's common stock.  After the deal, Motient Corp. will own approximately 61% ...

May 10, 2005

NEW YORK, NY, May 10, 2005 -  Covington & Burling represented UBS as financial advisor to Duke Energy Corp. in its recently announced merger agreement with Cinergy Corp.  The all stock transaction is valued at about $9 billion, with each common share of Cinergy converting to 1.56 shares of Duke Energy. The newly formed company, called Duke Energy Corporation, ...

May 4, 2005

WASHINGTON, D.C., May 4, 2005 -  Covington & Burling partner Robert D. Wick was recognized as one of the top "40 Under 40" lawyers in this week's edition of The National Law Journal.  Mr. Wick, resident in Washington, D.C., serves as vice chair of Covington's 200-strong litigation practice group. Mr. Wick was noted for his role in several significant litigation ...

April 19, 2005

Negotiations Culminate in NBC Return to NFL Broadcaster Lineup; Monday Night Football Moving to ESPN with Earlier Kickoff; Sunday Afternoon Partners CBS and FOX Renewing Agreements Washington, DC, April 19, 2005 -- A team of Covington & Burling lawyers advised the NFL in the strategic planning, development, negotiation and implementation of the League's ...

April 14, 2005

NEW YORK, NY, April 14, 2005 -  Kerr-McGee Corporation announced today its intention to repurchase up to $4 billion of common stock through a modified "Dutch Auction"  tender offer.  Covington advised Kerr-McGee on this matter.Kerr-McGee has also obtained commitments from JP Morgan and Lehman Brothers, Inc., which will be used to finance the tender offer and ...