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The latest trend among technology companies to raise convertible debt auction-style sure puts the squeeze on the lawyers. Alan Denenberg, a Davis Polk & Wardwell partner, worked some 48 hours straight for client Mercury Interactive Corp. The Sunnyvale-based software company raised $500 million recently in a fast-paced brand of convertible debt deal that puts the companies in the driver’s seat. Companies hammer out a deal, then call up a handful of bankers, giving each of them about one hour to look over the terms and call back with a bid, Denenberg said. “It makes for a competitive, aggressive bidding process,” Denenberg said. “The lawyers are under a lot of stress to document the deal under limited time periods.” Typically, convertible debt deals — called such because the debt can be converted into stock instead of repaid by the company — are negotiated over a period of time with one or several investment banks. But in Mercury’s case, the company called the shots and chose its terms to take advantage of the market. Bankers either played along or turned it down, Denenberg said. That put the underwriter’s counsel, in this case Thomas Ivey, a Skadden, Arps, Slate, Meagher & Flom partner in Palo Alto, in an unusual position. Ivey was selected by the company to represent the interests of underwriters before one had even signed onto the deal. But he did the due diligence as if one had, and was on hand to answer questions after the auction started. UBS Warburg, the investment banking division of UBS AG, which ultimately bought the deal, is on the hook for his fee. “It’s very hard because in some sense, you don’t have a client,” Ivey said. Ivey’s Palo Alto team included corporate associates James Adams, Leif King and William Torrey, with partner Ronald Laurie handling intellectual property issues. Associate James Hsu in San Francisco and Los Angeles tax partner Kenneth Betts gave an assist. At Davis Polk, Denenberg’s Menlo Park team included associates Martin Wellington, Afra Afsharipour and Kevin Greenslade. In New York, partner Dana Trier and associate Rachel Kleinberg advised on tax issues. Fragomen/ Global Visa Solutions New York’s Fragomen, Del Rey, Bernsen & Loewy, an immigration firm, made a leap Down Under to buy an Australian immigration services division from auditing giant PricewaterhouseCoopers. The deal gives Fragomen, which has 17 offices worldwide, including satellites in San Francisco and Santa Clara, fast access to Australia, said Peter Loewy, a co-managing partner of the firm. In foreign countries, auditing firms often provide immigration services that are done by law firms in the United States, Loewy said. The PricewaterhouseCoopers Global Visa Solutions had a comparable business to Fragomen’s because both firms represent corporations that need to move people from country to country, Loewy said. “In the last five or 10 years, that business has expanded to help companies send people to Canada, the United Kingdom and now, all over the world,” Loewy said. The new division focuses on people moving into Australia, but Fragomen hopes to leverage the location to do more work throughout the Pacific Rim, Loewy said. Loewy declined to disclose the price tag of the deal, which was a cash purchase and closed last week. Fragomen created a separate affiliate, Fragomen Global Immigration Services, to operate the foreign unit. The unit has 40 employees, most of which are based in Sydney, Australia. Donald McLaughlin Jr., a Winston & Strawn partner in Washington, D.C., represented Fragomen in the deal with assistance on tax issues from partner Barry Hart, also in Washington, D.C. PricewaterhouseCoopers was represented by Michael Minski, a Melbourne-based partner of Australia’s Gadens Lawyers. Lex Melzer, a PricewaterhouseCoopers spokesman, said the firm sold the unit so that it would not pose a problem for the firm’s audit clients. A new U.S. corporate governance law restricts the services that companies can buy from their auditors, and PricewaterhouseCoopers didn’t want the immigration division to create a conflict, Melzer said.

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