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A team of Morrison & Foerster lawyers represented underwriter Credit Suisse First Boston and Deutsche Bank Securities in a $450 million private placement of Emulex Corp.’s convertible subordinated notes due in 2023. The notes will accrue interest at an annual rate of 0.25 percent and will be convertible, at the option of the holder and subject to certain conditions, at an initial price of $43.20 per share. The figure represents a 60 percent conversion premium based on the closing bid price of $27 of Emulex common stock on Dec. 8, the day before the notes were priced. “This transaction was completed very quickly, and all the parties were able to band together to make it happen,” said Justin Bastian, a partner in MoFo’s Palo Alto office who led the team representing the underwriters. Costa Mesa-based Emulex is the world’s largest developer and supplier of storage networking host bus adapters, which enable servers to connect to storage networks. The company sells its products primarily to equipment manufacturers, including IBM Corp. and Hewlett-Packard Co. Its 2003 sales totaled $308.2 million. Emulex said in a release that it intends to use the net proceeds from the sale of the notes to repurchase up to 1.5 million shares of the company’s common stock, repurchase all or a portion of its outstanding 1.75 percent convertible notes due in 2007 and repay the approximately $174 million it borrowed in connection with its acquisition of Vixel Corp. in November. MoFo partners Kathryn Johnstone and M. Ellen Robb and associates Brandon Parris, Alanna Goates, Kevin Cops and Kelly Logue assisted Bastian on the deal. Robert Steinberg, a partner in the Los Angeles office of Jeffer, Mangels, Butler & Marmaro, represented Emulex along with partners Stephen Goldstein, Nicholas Freud and Catherine DeBono Holmes and associate Thomas Bacon. ROXIO Roxio Inc. has kept O’Melveny & Myers partner Karen Dreyfus busy with technology deals during the downturn. And the Jan. 13 private placement Dreyfus managed for Roxio, which raised $22.5 million, puts the Santa Clara-based music software enterprise in a position to continue doing deals. The company said in a press release it planned to use the money as working capital for expansion. O’Melveny has represented the company since it was spun out of Adaptec Inc. in 2001 and has represented Roxio in a handful of acquisitions. The firm landed the client because of its entertainment practice in Los Angeles, Dreyfus said. “Everybody has talked about the convergence of entertainment and the Internet, and we’re unusual in that regard in that we have a strong entertainment practice,” Dreyfus said. Rounding out Roxio’s deal team at O’Melveny were Andrew Hull and Randy Laxer, both counsel at the firm, and associate Gene Daniel Levoff. The underwriter in the financing, Lehman Brothers Inc., was represented by New York’s Hahn & Hessen. The lead partner on the transaction team was James Kardon.

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