Securities LitigationFinancial Institutions
The firm obtained a substantial victory on behalf of Paul, Weiss
client The Bank of New York Mellon, when the New York Appellate
Division, First Department, dismissed all of the remaining claims
asserted against BNYM in its capacity as indenture trustee for
certain notes issued by the predecessor to LyondellBasell, the
world's third largest chemical company. The noteholders, who sought
approximately $1 billion in purported damages, claimed that BNYM
had violated its duties as indenture trustee by allowing
LyondellBasell to issue, in connection with Basell's acquisition of
Lyondell, an additional $20 billion in debt senior to the
Mergers & AcquisitionsLitigationCorporate GovernanceEmployee BenefitsTax
As reported by The New York Times "DealBook" and
multiple other media sources, Paul, Weiss client Elliott Management
reached a successful resolution of its proxy contest with Hess
Corporation. Hess agreed to give Elliott, which holds a 4.5 percent
stake in the company, three board seats (including representation
on board committees) in exchange for Elliott's support of Hess's
five director nominees. Nine new independent directors out of a
total of 14 directors will join the Hess board.
Mergers & AcquisitionsMedia & EntertainmentEmployee BenefitsReal EstateTax
El Rey Network and Univision Communications jointly announced
their entry into a joint venture pursuant to which Univision made a
strategic investment in El Rey, a new general entertainment,
English-language cable network geared towards young-adult, Hispanic
audiences that will launch later this year. El Rey was created by
acclaimed film director Robert Rodriguez and Paul, Weiss client
Mergers & AcquisitionsTax
Liberty Media completed a transaction with investment funds
managed by, or affiliated with, Oaktree Capital Management, Apollo
Management and Crestview Partners, in which Liberty Media acquired
approximately 27.3 percent of Charter for approximately $2.6
billion. The transaction represents a price per share of $95.50.
Paul, Weiss represented Oaktree in the transaction.
Capital Markets & SecuritiesFinanceEmployee BenefitsIP TransactionsReal EstateTax
Paul, Weiss client Taylor Morrison Home Corporation, a leading
builder of single-family detached and attached homes and developer
of lifestyle and master-planned communities, closed the initial
public offering of approximately 32.8 million shares of its Class A
common stock at an initial offering price of $22.00 per share,
which included the sale of approximately 4.3 million shares
pursuant to the exercise in full of the underwriters'
over-allotment option. The sale of the Class A common stock yielded
approximately $679.5 million in net proceeds. At the initial public
offering price, the company has a market capitalization of
approximately $2.7 billion.
Pro BonoLitigationPersonal RepresentationTax
Paul, Weiss represents Edith ("Edie") Windsor in her historic
lawsuit challenging the constitutionality of the Defense of
Marriage Act (DOMA). Litigation partner Roberta Kaplan argued
the case before the United States Supreme Court on March 27, urging
the Justices to affirm the decision of the Second Circuit
Ms. Windsor spent 44 years together with her late spouse, Thea
Spyer, but was forced to pay more than $360,000 in federal estate
taxes because the federal government refused to recognize their
marriage after Ms. Spyer's death solely because of DOMA. Had Ms.
Windsor been married to a man, rather than a woman, she would not
have had to pay any federal estate tax at all.
FinancePrivate Equity Transactions
Oaktree Capital Management, L.P.'s Oaktree Enhanced Income Fund
(EIF), a private equity fund investing in leverage loan assets,
closed Oaktree Enhanced Income Funding Series II, Ltd., a $761.6
million collateralized loan type obligation. This is EIF's second
fund series, having already closed on October 26, 2012, Oaktree
Enhanced Income Funding Series I, Ltd., a $379.5 million fund.
Wells Fargo Securities, LLC and GreensLedge Capital Markets LLC
acted as placement agents.
EuropeCapital Markets & SecuritiesTax
As reported by the Financial Times, Countrywide plc
completed its listing on the London Stock Exchange and closed its
initial public offering. Countrywide was a portfolio company owned
by Oaktree, Apollo and Alchemy. The company is the largest real
estate agency in the United Kingdom. The transaction received a
significant amount of press coverage in London, in large part
because the Countrywide IPO is one of the first IPOs in London in
over a year, the offering priced at the top of the range and
interest in the company demonstrated renewed confidence in the UK
real estate sector and by extension the UK economy.