transactions highlights

International Lease Finance Corporation

O'Melveny represented longtime client International Lease Finance Corporation, the aircraft leasing unit of American International Group, Inc. (AIG), in its public offering of benchmark US$1.0 billion 8.25 percent senior notes due 2020. The aggregate net proceeds from the sale of the notes, after deducting underwriting discounts and commissions, fees, and estimated offering expenses, were approximately US$976.4 million, and will be used by ILFC for general corporate purposes, including the repayment of its existing indebtedness. J.P. Morgan, Barclays Capital, Deutsche Bank Securities Goldman, and UBS Investment Bank were joint book-runners for the notes offering. RBC Capital Markets and Wells Fargo Securities were co-managers.

Conexant Systems

O’Melveny represented long-time client Conexant Systems, a leading supplier of innovative semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, in its agreement to be acquired by private equity sponsor Golden Gate Capital for US$2.50 per share in cash, or approximately US$300 million. The agreement followed Conexant’s earlier agreement to be acquired by Standard Microsystems Corporation (SMSC) for US$2.25 per share in cash and stock, an agreement terminated upon the Conexant Board of Directors’ determination that Golden Gate Capital’s proposal represented a “Superior Proposal.”

Power Finance Corporation

O’Melveny served as international counsel to Bank of America Merrill Lynch, Goldman Sachs, ICICI Securities, and JM Financial, underwriters of the US$1 billion further public offering of the shares of India’s Power Finance Corporation Limited. The widely anticipated offering consisted of 229.5 million shares (of which nearly 172.2 million were offered by the company and about 57.4 million were offered by the Government of India) at Rs 203 per share, was approximately four times oversubscribed, and priced at the high end of its range. In addition to a public offering in India, the transaction comprised a placement to qualified institutional buyers in the US under Rule 144A and outside the US under Regulation S. Named "Equity Deal of the Year" by International Financial Law Review (IFLR), the offering was the largest in India in 2011.

Microsemi Corporation

O’Melveny advised long-time semiconductor client Microsemi Corporation on its acquisition of Ottawa-based Zarlink Semiconductor for approximately US$632 million. Microsemi had been courting Zarlink since the beginning of the year and had made numerous offers which were denied, with Zarlink adopting a “poison pill” strategy. In July, O’Melveny helped Microsemi launch a hostile takeover bid, with Microsemi CEO James Peterson announcing: “In the absence of a more attractive alternative, Microsemi is compelled to take its offer directly to shareholders.” Zarlink’s board rejected the earlier offers and urged its shareholders to follow suit. Finally, in September, the parties announced their signing of an agreement pursuant to which Microsemi would acquire all of Zarlink’s outstanding common shares and debentures for US$3.98 per share and US$1,624.49 per US$1,000 principal amount of debentures, financed by a seven-year, US$800 million term loan provided by Morgan Stanley.

International Olympic Committee

O’Melveny has acted as primary outside counsel to the International Olympic Committee for nearly three decades, advising on a variety of business and legal matters, including the IOC’s recent awarding of broadcast rights to NBC Universal for the XXII Olympic Winter Games (2014) in Sochi, Russia, and the Games of the XXXI Olympiad (2016) in Rio De Janeiro, Brazil, as well as the 2018 and 2020 Olympic Games, in an agreement valued at US$4.38 billion. Our team has advised the IOC on its negotiation of licenses for US and international broadcast and new media rights for the Summer and Winter Olympic Games since 1988.