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Corporate attorney Bruce Dallas, a partner at Davis Polk & Wardwell, got a chance recently to try the revamped corporate securities rules introduced by the Securities and Exchange Commission last December when he advised Livermore-based FormFactor on its $190 million third stock offering. The new rules, which were adopted to update the 1930s-era securities regulations, are designed to provide “well-known, seasoned issuers,” those who have market capitalization of at least $700 million and have been public for more than a year, quicker access to capital markets. The reformed rules have streamlined the process of selling securities by eliminating many of the strict and outmoded restrictions on stock offerings that the agency said often caused delays. Dallas, a “well-known, seasoned” corporate entity himself with 20 years of experience in capital markets, gives the reformed rules two thumbs up. “I think the SEC did a superb job of modernizing the rules,” he said. “There are a lot of technical changes to really convey what they’ve done and it shows this was a very thoughtful effort.” Sure, there are kinks to iron out, he said, but overall, the new rules did what they are envisioned to do: make it easier for corporations to tap U.S. capital markets. FormFactor, which designs, manufactures and sells semiconductor wafer probe cards, sold 5 million shares of stock in the offering announced March 9. “This is my first time to do this and it went very smoothly,” Dallas said. “The deal from launch to pricing was less than a week.” He said he’s looking forward to going back to market for his other corporate clients, most of which qualify under the new rules. “Historically, if you want to issue a security on the shelf registration, it could take months to comply with all the requirements,” Dallas said. “Now it is a simpler registration process and a lot of the uncertainty in timing have been eliminated.” The Davis Polk corporate team also included Menlo Park partner William Kelly and associates Mischa Travers and Beth Hooton Ruiz; and New York partner Nora Jordan, associate Jodi Ganz and of counsel Marcie Goldstein. Simpson Thacher & Bartlett advised underwriters Goldman Sachs & Co. and Morgan Stanley & Co with a team that included Palo Alto partner Kevin Kennedy and associates Deanna Chechile and Matthew Crosby. � Xenia P. Kobylarz THE BUBBLE IS BACK A $180 million offering by aQuantive Inc. counts as one of the bigger Internet-based public offerings since the bubble went flat several years ago. Lead Pillsbury Winthrop Shaw pittman attorney Michael Halloran, who represented the underwriters in the deal, said the offering is a sign of a “rational market” in which Internet companies with significant revenue are making real offerings. The Seattle-based digital media and advertising company last year reported revenues of a little more than $300 million. “The Internet is proving itself as a valid revenue-generating business as distinguished from the [dot.com] bubble, when it was a disappointment,” Halloran said. “We have truly entered the digital age.” The underwriters were led by UBS Investment Bank and Jefferies Broadview. According to its SEC filing, aQuantive plans to use the net proceeds for “working capital” and “general corporate purposes,” but also for possible acquisitions and business investment. Halloran added that the deal is an example of a so-called WKSI (pronounced wixie), in which a “well-known, seasoned issuer,” such as aQuantive, can make a public offering under new SEC rules. The rules, in effect since December, significantly streamline the public offering process for companies that have an established track record of timely filings of required reports for at least the past year, among other criteria. “WKSIs can do a public offering faster under the new rules,” Halloran said. “It’s a shorter process from beginning to end.” Pillsbury’s team also included partners Stanton Wong and David Lamarre, and associate Harpreet Bal. AQuantive was represented by Perkins Coie. The Seattle-based team included partners Andrew Bor and David McShea and associate S. Paul Sassalos. � Petra Pasternak

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