2014 Year in Review O’Melveny & Myers LLP Annual Report

2014 Year in Review O’Melveny & Myers LLP Annual Report

To Our Clients and Friends,

Looking back at 2014, we are grateful that you turned to O’Melveny to help advance your most important business goals and tackle your most sensitive legal challenges. In the pages that follow we provide highlights of the successes we have achieved together.

For some, we supported your strategies of breaking into emerging markets and industries or executing complex cross-border business. We advised Lending Club’s underwriters’ counsel in the first IPO for an alternative lender and one of the largest technology public offerings of all time; counseled Helios in a record-breaking fundraise for an Africa-focused fund; and represented 1Verge Holdings Ltd. in connection with a US$1.22 billion investment in Youku Tudou, China’s largest online video platform.

For others, we fought for you in the face of challenging litigation, no matter the forum or stage of proceedings. We secured dismissal for Marriott of a class action that alleged the use of most-favored-nation clauses and resale price maintenance agreements to fix prices for online room reservations; won a verdict on behalf of Mentor Graphics in a long-running patent dispute in which the jury found infringement and awarded our client US$36 million in damages plus royalties; and on behalf of a Fortune 50 pharmaceutical company, we obtained reversals of a record-setting US$1.4 billion award and a US$330 million judgment.

Perhaps even more important, we begin this report with a look ahead at some of the issues and trends that you may face in the year ahead. From the government’s response to cybersecurity threats to the growing financial technology (FinTech) industry to the impact of recent Supreme Court rulings on class-action certification, we are monitoring these and other developments and will continue to be a resource for you in 2015 and beyond. What hasn’t—and won’t— change is the firm’s commitment to you. For us, growth is about building enduring partnerships with our clients. It’s about being in the practices, locations, and sectors where you need us, not just about short-term gain or having the largest number of offices and partners. By taking the long view, we are able to make meaningful investments in our technology, operations, and people to better serve you. We aim to deliver not only what our clients need today, but also what you will need well into the future—and to do so anchored by the dedication to excellence, courage to lead and innovate, and civic responsibility that have characterized our firm for 130 years.

No matter what the new year brings, we will hold fast to these values and be there to serve you.

Thank you for a great year.

Bradley J. Butwin Chair, O’Melveny & Myers LLP Year in Review

What’s Next in 2015

Government Response to Cybersecurity Threats

Over the past several years, data security breaches have hit a broad array of industries—retail, financial, entertainment, health care. Universities and governments have also fallen victim to cyber threats. In response to the proliferation of these threats, corporate leaders, consumer groups, and intelligence and military leaders have all called for comprehensive cybersecurity and data-breach legislation. But Congress has reacted slowly, sending to the President’s desk only one bill that continued existing efforts without confronting the harder issues presented by these threats. In the face of this legislative inaction, the President has issued executive orders aimed at fostering public-private cooperation on data security issues, while federal and state regulators are moving to fill the legislative void with standards of their own, often in a piecemeal fashion without express Congressional authority. Industry and business groups are forced to address data security challenges without clear lines of authority in the government or a modern set of laws identifying permissible and impermissible data security techniques.

The Federal Trade Commission, for example, now describes itself as the “nation’s leading privacy enforcement agency,” aggressively pursuing enforcement actions under Section 5(a) of the FTC Act against companies for allegedly failing to properly manage their cyber risk. Meanwhile, the Department of Homeland Security has the lead in assessing cybersecurity vulnerabilities within the private sector and responding to cyberattacks. The Departments of Commerce, Treasury, and Justice, as well as the Securities and Exchange Commission and financial market regulators, also increasingly are involved in overseeing the intersections between data security, law enforcement, privacy and consumer protection, market disclosure, and systemic risk.

“It is generally acknowledged that the government’s efforts have been reactive and disjointed, and many have questioned the wisdom of ad hoc enforcement actions to establish standards and rules in this area. It remains to be seen if the 114th Congress can deliver comprehensive cybersecurity legislation to empower and guide regulatory agencies, enforcement authorities, and corporate America.” Danielle Gray, a partner in the Financial Services practice.

O’Melveny is uniquely equipped to provide strategic advice for managing risk in this rapidly changing area. Our team includes a former US National Security Advisor, a former Cabinet Secretary and Senior Advisor to the President, a former White House Counsel, a former Deputy Secretary of Commerce, a former Director of the Federal Trade Commission’s Bureau of Competition, and several former top lawyers in the Department of Justice and Securities and Exchange Commission. Inter Partes Review Now Standard in Patent Cases

Since the Leahy-Smith America Invents Act made the inter partes review (IPR) process available in September 2012, it has become an extraordinarily popular defense tactic for responding to patent infringement litigation. The process before the Patent Trial and Appeal Board (PTAB) moves far more quickly than the old reexamination processes, providing certain advantages over district court litigation, including no presumption of validity of a challenged patent and a “broadest reasonable interpretation” standard of claim construction. Both of these advantages make invalidity easier to prove. The IPR process also requires challengers to file petitions quickly and carries estoppel provisions that will bar them from asserting invalidity in district court on any grounds that could have been brought in the IPR once the PTAB issues a final decision.

“Every patent litigator, whether on the defense side or plaintiff’s side, needs to be intimately familiar with the inter partes review process. It is part of the strategic thinking now in nearly every patent case we handle.” Darin Snyder, chair of the Intellectual Property & Technology practice.

Although the PTAB has instituted review based on IPR petitions in the vast majority of cases, it can be defeated. O’Melveny recently defeated institution of an IPR review by attacking the challenger’s failure to adequately articulate a motivation to combine the asserted prior art references and failure to address the secondary evidence of non-obviousness developed during the original prosecution of the challenged patent. In what the media called a “rare” and “potentially groundbreaking” decision, O’Melveny defeated an effort by Synopsys, Inc. to invalidate patent claims owned by Mentor Graphics. To our knowledge, this was one of the first final decisions in an IPR in which patent claims survived. These claims ultimately served as the foundation for a successful jury trial and a more than US$36 million award to our client. Year in Review

How to Prepare for the Chinese Anti-Corruption Crackdown

To avoid getting swept up in the Chinese government’s corruption crackdown, as seen in its recent arrests of foreign executives, companies conducting business in China should take immediate action to bolster their anticorruption compliance programs to address issues from Chinese anti-corruption laws, and the intersections between the anti-corruption laws and the FCPA and UKBA. The best plan of action is to identify risk areas and implement a fully functioning anti-bribery compliance program and to conduct effective compliance risk evaluation from time to time.

“It is difficult to predict where and when the Chinese government will take aim. This means that any company doing business in China needs to be prepared for the worst.” Bingna Guo, partner in the International Litigation practice.

“The government’s increasingly active anti-corruption campaign means that not only are Chinese prosecutors looking for cases in this area, but Chinese companies are conducting their own anti-corruption audits and these too can snare US and other global companies who do business with them.” Steven J. Olson, partner in the White Collar Defense and Corporate Investigations practice.

Being prepared can help companies handle a Chinese government investigation quickly, without too much disruption to their business. O’Melveny assisted a leading California-based semiconductor company in successfully navigating the arrest and prosecution of one of their sales executives in China for alleged commercial bribery. The firm conducted a rapid internal investigation, advised the company on strategy—including remedial measures—and coordinated with two Chinese criminal law firms representing the company and the employee.

A Look at the Global Regulatory Landscape for Funds

O’Melveny is working with US and Asia-based fund managers, as well as EU-based managers, to navigate the continuing requirements of the AIFMD (Alternative Investment Fund Managers Directive). This remains the key consideration for all fund managers looking to raise funds from European investors. The AIFMD has changed the global fundraising landscape with its increased authorization and transparent reporting requirements. Although the aim was to create a simple European fundraising passport, this is not fully in place and managers will still need to consider the regime of each individual European country where they are fundraising for the next few years.

“This is a real challenge as, in a number of European countries, the rules are not written or are impossible to understand.” John Daghlian, chair of the global Investment Funds practice.

Within the US, O’Melveny is keenly aware of the continuing focus by the SEC, FINRA, and CFTC on our asset management clients. One of the regulatory issues the firm guides clients through is the need for asset managers to set up broker dealers to house their sales teams. The SEC has begun to target firms that do not comply with the exemptions from broker dealer registration. In addition, we are regularly analyzing whether hedging and swap transactions by our asset manager clients require such clients to register with the CFTC. FinTech Transactions Poised to Grow

The financial technology industry is poised to see an acceleration of dealmaking in the coming year, following the successful closing of major transactions at the end of 2014. Financial technology (“FinTech”) companies sit at the intersection of the financial services and technology sectors. These companies are transforming traditional methods of connecting investors and entrepreneurs and lenders with borrowers. They also are revolutionizing the way we pay for goods and services. FinTech companies are enabling these advancements by leveraging technological efficiencies, the proliferation of Internet and mobile connectivity, and big data analytics to create new “peer to peer” marketplaces, improve risk analysis, lower transaction fees, increase access to capital, and enhance cost efficiencies.

“One legal challenge facing FinTech companies is determining how the complex and evolving web of state, federal, and foreign regulations apply to newer business models in the financial services industry, one of our economy’s most highly regulated sectors.” Eric Sibbitt, partner in the Capital Markets practice.

O’Melveny advises early-stage and established FinTech companies on corporate, regulatory, and litigation considerations, helps them bring their offerings to market, and counsels them on major capital-raising and strategic transactions. In 2014, the firm played a key role in the blockbuster billion-dollar initial public offering of Lending Club, which marked the first IPO by an alternative lender and was one of the 10 biggest IPOs by a US tech company ever. The success of the Lending Club IPO is expected to have a major impact on the FinTech industry, as it ushers in offerings by other FinTech companies. O’Melveny represented Morgan Stanley & Co. LLC, Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, and Citigroup Global Markets Inc., as joint bookrunners; and Allen & Company LLC, Stifel, Nicolaus & Company, Incorporated, and BMO Capital Markets Corp. as co-managers in the deal.

Energy Tax Breaks Extended

At the end of 2014, legislation extended the date by which construction had to commence (the “begun construction” deadline) from January 1, 2014 to January 1, 2015 in order for wind and certain other renewable energy projects to qualify for production tax credits (or, alternatively, investment tax credits in lieu of production tax credits).

“This extended deadline, although limited, provides new opportunities for tax equity investment in 2015 because it allows developers to reallocate activities performed and costs incurred in 2014 to separate projects, increasing the number and size of projects that qualify for credits. Furthermore, certain projects intended to qualify under the prior begun construction deadline may now be more attractive to tax equity investors since this extended date mitigates uncertainty as to whether the activities performed or costs incurred before the end of 2013 were sufficient to satisfy the prior begun construction deadline.” Art Hazlitt, partner in the Project Development and Real Estate and Business Tax practices.

In addition to traditional tax equity investments, 2015 may see a significant increase in the use of “yieldco” structures in the United States. By combining operating renewable energy projects (or, in some cases, renewable energy projects and other non-renewable energy assets) in a single publicly traded entity (i.e., a yieldco), renewable energy developers are able to access capital markets by offering investors equity in vehicles that produce a steady stream of income that is, in large part, off-set for federal income tax purposes by the tax benefits generated by the renewable energy assets. The industry’s increasing interest in the yieldco structure will very likely continue into 2015. Year in Review

Impact of Recent Supreme Court Decisions on Securities Class Actions

Reinforcing Wal-Mart v. Dukes’ requirement that courts must undertake a “rigorous analysis” of Rule 23’s requirements before certifying a class, the US Supreme Court in Comcast v. Behrend handed corporate defendants a valuable new tool for fending off class actions. Noting that “Rule 23(b)’s predominance criterion is even more demanding than Rule 23(a),” the Comcast Court held that class certification was improper where plaintiffs failed to demonstrate that damages were “capable of measurement on a classwide basis.” In the time since Comcast, it has become clear that the decision holds particular value for defendants in securities class actions, allowing them to zero in earlier in a case at the class certification phase on what is often one of the greatest weaknesses in the plaintiffs’ case—a viable damages theory. The Supreme Court raised the class certification bar even higher for securities cases in Halliburton Co. v. Erica P. John Fund, Inc., holding that defendants may rebut the fraud-on-the-market presumption of reliance at the class certification stage by showing that the alleged misrepresentation did not actually impact defendant’s stock price.

“While Comcast was an antitrust case, the decision has significant ramifications for securities actions, putting the spotlight on plaintiffs’ Achilles heel: the ability to isolate damages attributable to the alleged fraud from those caused by other factors. Both Comcast and Halliburton will likely result in district courts’ increased scrutiny of damages and price impact through evidentiary hearings at the class certification stage.” Jeffrey Kilduff, chair of the Securities Litigation practice.

While these two decisions will no doubt result in the increased use of event studies and expert testimony at the class certification stage, much remains to be seen about their other practical effects, particularly on the timing of class certification. For example, will litigants on either side see tactical advantages to expediting the class certification process, or will lengthy class certification discovery and briefing become the norm? Will merits discovery be delayed until after class certification motion is resolved, or will parties oppose staggered, separate tracks and support a single track for merits and class certification? And, bigger picture, how will the time and expense of these efforts affect the timing of settlement discussions and the ultimate settlement value of cases? We expect to begin seeing answers to these questions in 2015 as Comcast and Halliburton begin to shape how district courts will grapple with these issues. Oil Prices Affecting E&P Industry

From July 2014 through the beginning of 2015, crude oil prices in the United States tumbled to the lowest levels in approximately half a decade. The US Energy Information Administration (the EIA) expects continued downward pressure on oil prices over the next year, and the early 2015 values of futures and options contracts suggest high market uncertainty in the 2015 price outlook for crude oil. Declining oil prices have had a tremendous impact on cash flow for exploration and production (E&P) and services companies, causing many of them to become highly leveraged. Less than a week into 2015, WBH Energy became the first E&P company to file for chapter 11 this year. With oil prices projected to remain low for at least the first half of 2015, market speculators think this may be the first of a wave of E&P companies and E&P-service companies that file for chapter 11 in 2015.

“The current environment faced by over-leveraged E&P companies and service providers, influenced largely by the continued drop in oil prices, means that some companies may need to move defensively and consider restructuring alternatives while others may move offensively. Similarly, investors may seek to protect, bolster, or establish their positions in the industry.“ Suzzanne S. Uhland, chair of the US Restructuring practice.

There are many unique issues with distressed E&P companies and service companies. O’Melveny has unique qualifications and experience to provide strategic advice for any participant in the E&P industry, whether at the company, lender, or investor level. This experience is buttressed by the firm’s substantial skill and knowledge in all bankruptcy-related matters, having played significant roles in many of the largest and most high-profile restructurings in recent years with particular depth in the energy space. O’Melveny’s experience in bankruptcy is complimented by some of the leading transactional attorneys in the United States, who have extensive experience advising clients on a variety of oil and gas matters. Year in Review

Banking and Financial Services

In 2014, O’Melveny solidified its reputation as a leading advisor to banking and other financial institutions. Chambers USA notes our “broad group of experienced attorneys who regularly represent high-profile clients in the financial services sector.” Client Successes Sources say that our “great partners” are “very client service-oriented and very smart strategic thinkers” and “put whatever resources necessary to address an issue.”

ACE Companies Lending Club O’Melveny represents ACE in numerous high stakes O’Melveny served as underwriters’ counsel in Lending coverage cases involving bankruptcy, environmental, mass Club’s US$1 billion-plus initial public offering—the second tort, and other issues. In 2014, O’Melveny was retained to largest IPO by a US technology company in 2014 and serve as lead trial counsel in an insurance coverage case one of the 10 biggest tech offerings ever. The IPO is over liability for environmental contamination at hundreds also the first public offering for an alternative lender, of sites across the United States. After O’Melveny defeated and stands at the intersection between the traditional summary adjudication motions on several critical issues and financial services sector and the emerging peer-to-peer advanced creative positions that threatened to shape the technology sector. Lending Club is the world’s largest scope of trial to ACE’s advantage, the parties entered into a online marketplace connecting borrowers and investors, global settlement, thereby putting an end to a decade-long and its marketplace has facilitated over US$6 billion in legal battle. O’Melveny also successfully resolved coverage loan originations since it first launched in 2007. litigation arising out of a high-profile mass-tort bankruptcy with over US$5 billion in damages asserted. H&R Block O’Melveny successfully defended H&R Block in a Underwriters nationwide class and collective action alleging failure to O’Melveny won dismissal with prejudice of a putative provide compensation for continuing education. Following securities class action in the Southern District of New York oral argument, the Eighth Circuit Court of Appeals affirmed for an underwriting syndicate involved in the initial public the district court’s ruling granting O’Melveny’s motion offering of an Argentine energy company. The action for summary judgment, which dismissed the case on the was brought by purchasers in YPF Sociedad Anonima’s merits as to all of the federal and state-law claims asserted US$1.07 billion IPO in March 2011. The plaintiffs claimed against H&R Block by the approximately 45,000 members that the offering documents misled them about the risk of the certified classes. The Eighth Circuit’s opinion is that the Argentine government might nationalize YPF, a expected to have a widespread, precedential impact on risk that came to fruition in April 2012. In dismissing the several key national wage and hour issues, including the case, the court accepted O’Melveny’s arguments that question of whether “interns” are employees entitled to the claims against the underwriters were time barred. compensation under the Fair Labor Standards Act. Banking and Financial Services (cont’d)

Beach Point Capital Management, LP control of Variant. The restructuring lawyers worked An O’Melveny team of litigators and restructuring and with the litigators to buttress the trustee motion financing specialists represented Beach Point, a multi- with the evidence of fraud collected in the California billion dollar investment manager specializing in credit- action. The US Department of Justice joined in related investments, in several matters in 2014, including: the request for a trustee, citing the overwhelming evidence of fraud that O’Melveny had amassed and • O’Melveny secured a favorable settlement for presented. On the eve of the trustee motion hearing, Beach Point in a dispute stemming from a loan of Variant agreed to oust current management and more than US$73 million provided to real estate appoint an independent board of managers and company Variant Holding Company, LLC to finance a chief restructuring officer to oversee the sale of the acquisition of various apartment complexes its assets. Variant also agreed to pay Beach Point around the United States. Beach Point sued in US$78 million plus interest from the proceeds of the California state court after Variant defaulted on sales—an amount that includes payment of all of the loan. Discovery revealed that Variant had used O’Melveny’s fees. shell entities, kick back arrangements, and forged • O’Melveny represented Beach Point in the negotiation documents to abscond with loan proceeds intended of a US$65 million investment in a Certares-led joint for capital expenditures on the apartment complexes. venture. Beach Point’s investment took the form Variant also was skimming proceeds off the top of of the acquisition of a US$65 million term loan to the sales of certain properties that were otherwise and 20% equity position in the Certares investment due to Beach Point under the loan agreement. The vehicle. As part of the transaction, American Express scheme resulted in the diversion of millions of dollars spun off its Global Business Travel division operations to Variant and its management at Beach Point’s into a joint venture, of which an investor group led expense. Variant responded by filing for bankruptcy by Certares acquired a 50% interest in exchange for in the District of Delaware, temporarily staying the an investment of US$900 million. The business will California litigation and the foreclosure auction. continue to operate under the “American Express O’Melveny then immediately filed a motion for the Global Business Travel” brand. appointment of a chapter 11 trustee to take over Year in Review

Consumer and Retail Products

Over the past year, consumer and retail clients turned to O’Melveny for advice on matters ranging from antitrust, intellectual property, and products liability litigation to M&A, restructurings, and strategic corporate advice. Our successes include defeating class certification on a multi-billion-dollar price-fixing claim and closing the largest cross-border acquisition within the publishing industry in Chinese history.

Sportsman’s Warehouse Holdings, Inc. Phoenix Education Publishing Co., Ltd. O’Melveny represented Chinese media and publishing O’Melveny represented outdoor sporting goods retailer Sportsman’s Warehouse and affiliated funds of Seidler Equity company Phoenix Education in its acquisition of children’s Partners in the US$132.1 million initial public offering of book business of Illinois-based Publication International Sportsman’s Warehouse Holdings’ common stock on the Ltd. (PIL). Phoenix Education purchased assets relating Nasdaq Global Select Market. Sportsman’s primarily used the to the children’s book business from PIL and PIL’s proceeds to repay amounts outstanding under its term loans. subsidiaries in the US, the UK, Australia, and Spain, as well as shares of PIL’s subsidiaries in Germany, France, Marriott and Mexico. In addition to structuring and negotiating O’Melveny secured dismissal of a class action complaint the purchase agreement, O’Melveny assisted Phoenix in which the plaintiffs alleged that Marriott, other hotels, Education in setting up a holding company in the China and online travel agencies were using a complex web of (Shanghai) Pilot Free Trade Zone and negotiated a most-favored-nation clauses and resale price maintenance comprehensive transition service agreement covering agreements to illegally fix prices for online room warehousing, IT services, sales force, and accounting. reservations. The court, holding that plaintiffs had failed The deal marks the largest cross-border acquisition to satisfy Twombly’s pleading requirements, threw out the within the publishing industry in Chinese history, first amended complaint and then, after giving plaintiffs according to China Dealmaker magazine. the opportunity to remedy the complaint’s deficiencies, dismissed the claims again. In a rarely seen concession Clearlake Capital / Ashley Stewart of defeat, the plaintiffs abandoned their appeal rights, O’Melveny represented an affiliate of Clearlake Capital allowing the appeal deadline to pass and sealing the in its section 363 acquisition of clothing retailer Ashley victory for Marriott and the other defendants. Stewart in the retailer’s chapter 11 bankruptcy in the US Bankruptcy Court, District of New Jersey. Consumer and Retail Products (cont’d)

Samsung • O’Melveny defeated class certification on a O’Melveny has defended Samsung in numerous patent multibillion-dollar price-fixing claim against Samsung, infringement and antitrust matters over the years. Among Toshiba, Panasonic, Sony, Philips, BenQ, Hitachi, LG, our accomplishments in 2014: and several joint ventures owned by combinations of these companies. The Northern District of California • O’Melveny secured a victory for Samsung Electronics denied class certification as to both direct purchasers and US-based subsidiaries in two consolidated and indirect purchasers in an antitrust MDL in which patent infringement lawsuits brought by Virginia major manufacturers of Optical Disk Drives (ODD) Innovation Sciences (VIS) in the Eastern District of and products containing ODDs were alleged over a Virginia. VIS accused dozens of Samsung’s flagship six year period (2004-2010) to have conspired to fix products including the Galaxy S series smartphones, prices and to have engaged in bid rigging. O’Melveny Galaxy Tab, and Galaxy Note products of infringing argued the motion on behalf of the direct purchaser six patents purportedly covering the transmission of defendants and O’Melveny drafted the winning brief downloaded video content from a mobile device onto on class certification. This is only the second time that an alternative display such as a television. VIS sought a court has denied class certification in the civil setting over US$100 million in past damages and a royalty even though certain defendants and their executives on future sales through expiration of the patents in pleaded guilty on the criminal side. The Ninth Circuit 2025. First, O’Melveny won a motion that removed subsequently denied the plaintiffs’ petition for willful infringement from the case and invalidated permission to appeal. certain claims. Next, on the eve of trial, Samsung won summary judgment of non-infringement on most of the remaining claims which severely limited potential damages. These rulings, combined with other key victories at the pretrial conference, signaled the death knell for the cases. VIS stipulated to a judgment of non-infringement in order to create a final appealable judgment, resulting in a complete district court victory for Samsung and saving it the cost of completing trial. Year in Review

Energy and Utilities

O’Melveny advised clients on matters across the upstream, midstream, and downstream segments of the energy industry in 2014. US Legal 500 notes our “very busy” renewables/alternative energy group continues “to support companies and investors driving the nascent alternative energy space.”

Apollo Global Management Entegra Power Group In 2014, O’Melveny provided diligence and documentation O’Melveny achieved confirmation of the fully consensual services on various acquisitions that bolstered Apollo’s chapter 11 plan for Entegra and 11 of its subsidiaries energy portfolio. These include the announced acquisitions less than two months after filing for chapter 11 protection of Houston-based oilfield services company Express in the US Bankruptcy Court for the District of Delaware. Energy Services from existing shareholders, Gulf of Mexico Notably, the plan, which significantly reduces Entegra’s offshore assets from Stone Energy Corp., Canadian assets institutional indebtedness from US$1.5 billion to from Encana Corp., and Alaska assets from Pioneer approximately US$788 million, did not receive a single Natural Resources. dissenting vote. By proceeding with a fully consensual prepackaged plan, we ensured that the debtors’ Hanwha SolarOne Co. day-to-day business operations would not be impacted, O’Melveny represented the special committee of the board the chapter 11 cases were significantly shortened, of directors of Hanwha SolarOne in its US$1.2 billion and the administration of the chapter 11 cases were combination with Q Cells. The combined company will simplified and less costly. Entegra was named one of be the world’s largest manufacturer of solar cells. the largest and most successful restructurings of 2014 by Turnarounds & Workouts. Energy and Utilities (cont’d)

Renewable Energy Projects Suntech Power Holdings Inc. In 2014, O’Melveny represented a range of clients from O’Melveny prevailed at trial in the first contested chapter major financiers and developers to innovative start-ups 15 case in the Southern District of New York after a and investors on their investment in and acquisition controversial Second Circuit decision substantially of various renewable energy projects around the bolstered the requirements foreign companies had to United States, including: meet to be eligible to file a chapter 15 bankruptcy petition. O’Melveny client Suntech, once one of the world’s largest • Bloom Energy Corporation. O’Melveny represented makers of photovoltaic cells, sought to proceed with its Bloom Energy in its equity financing by Exelon Chapter 15 case in New York and to have its Cayman Corporation, the largest US producer of nuclear Islands bankruptcy case recognized as the foreign main power, of a portfolio of base load fuel cell electricity proceeding, over the objections of a residual trust for failed generators with 21 megawatts of capacity to be solar panel maker Solyndra. Solyndra argued that the located at 75 commercial facilities in the states of Cayman Islands was not Suntech’s center of main interests California, Connecticut, New Jersey, and New York. and that venue and eligibility were not proper. Solyndra This transaction represents a first-of-its-kind, long-term also moved to transfer venue of the case to the Northern strategic partnership by Bloom Energy with Exelon to District of California, where Solyndra had sued Suntech install Bloom Energy Servers to meet surging demand and its US subsidiaries for antitrust violations. Following for distributed generation by buyers, such as AT&T. a bench trial July 2014, the judge issued an opinion • Investors. O’Melveny represented Google and completely vindicating Suntech and O’Melveny’s theory of two major financial institutions in connection with the case, granting recognition to the Cayman proceeding their investment of long-term capital in the as a foreign main proceeding and denying Solyndra’s approximately 182 MW Panhandle 2 wind power motion to transfer venue. The landmark decision has been project developed by Pattern Energy Group in Texas. described by legal commentators as providing a “roadmap” for foreign companies seeking to avail themselves of the • Macquarie Infrastructure Company. O’Melveny US bankruptcy system and restores the US courts to a represented Macquarie Infrastructure Company (MIC) central role in international restructurings. in its acquisition of ownership interests in Idaho Wind Partners 1, LLC (IWP), a project company that owns a 183 MW portfolio comprised of eleven wind power projects in Idaho, and in MIC’s acquisition of the Brahms wind power project in New Mexico from BayWa r.e. Wind, LLC. Year in Review

Entertainment and Media

O’Melveny’s entertainment and media group was “top ranked” by Chambers USA and recognized as a Practice Group of the Year by Law360, with a client list described as “prestigious” by US Legal 500. Our record in 2014 included successfully defending Hulu in one of the most closely watched privacy cases and helping Warner Bros. expand its overseas production operations through its acquisition of Eyeworks’ businesses outside the United States.

American Idol Huayi Brothers Media Corp. O’Melveny secured a complete dismissal of a federal class O’Melveny advised Huayi Brothers, China’s leading private action against the owners, producers, broadcaster, and sector film conglomerate, on a potential investment sponsors of the long-running hit television show “American in a US-based motion picture company as well as the Idol.” The suit was brought by 10 former contestants licensing of certain intellectual property rights for a Chinese who alleged they were disqualified from the show due language motion picture. to discrimination toward African-American males. In November 2014, the Southern District of New York granted Hulu LLC O’Melveny’s motion to dismiss the case in its entirety, O’Melveny represents Hulu in one of the most closely agreeing with O’Melveny that nine of the 10 plaintiffs’ watched privacy cases in the country. Plaintiffs seek class claims were untimely and that the remaining plaintiff failed action status and an “annihilative” award of damages against to sufficiently allege a claim under 42 U.S.C. §1981. Hulu for violations of the Video Privacy Protection Act through alleged disclosures to Facebook, Nielsen, and others British Sky Broadcasting Group of personally identifiable information about millions of Hulu O’Melveny represented BSkyB, a leading British satellite users. In April 2014, O’Melveny obtained summary judgment broadcasting and communications company, in its for Hulu on all but one of plaintiffs’ disclosure theories and, in acquisition of a majority stake in ZJTV LLC, a recently June 2014, defeated plaintiffs’ motion for class certification. formed non-scripted television production company based in Los Angeles. Manny Pacquiao and Top Rank O’Melveny represented Pacquiao and Top Rank in Emiliano Calemzuk various disputes in 2014, including an arbitration against O’Melveny represented Mr. Calemzuk on the launch accounting company VisionQwest. Upset at being fired, of Rampante, a next-generation digital and television VisionQwest lashed out against the superstar boxer and production and distribution company, in addition to a his promoter, going so far as to falsely accuse them of development and production deal with Time Inc. tax fraud. After an expedited proceeding and a full-day contested hearing, the JAMS arbitrator issued an award completely in our clients’ favor. Entertainment and Media (cont’d)

Warner Bros. Revolution Studios O’Melveny advised the studio on various deals and O’Melveny represented 14-year-old Revolution Studios— disputes in 2014, including: producer of films such as Black Hawk Down, Anger Management, Mona Lisa Smile, and Daddy Day Care • O’Melveny represented Warner Bros. in its in a US$250 million recapitalization and buyout by acquisition of Netherlands-based TV producer Fortress Investment Group. Fortress absorbed Eyeworks’ businesses in 15 territories across Revolution’s debt and funded the acquisition with a Europe, South America, Australia, and New Zealand. loan from Sun Trust. O’Melveny has represented the The purchase is an important part of WB Television company since its inception on various production Group’s growth strategy as it aims to establish and financing arrangements. a strong foothold in major TV production markets around the world. Eyeworks’ US business remains independent. O’Melveny “set up shop in • Our extensive litigation portfolio for the company continued with a long list of successes in 2014: We LA before even Hollywood brought the Shuster Superman litigation to end, with the Supreme Court refusing to revisit our Ninth Circuit arrived on the scene. But win in that case. We won summary judgment in a high with an entourage of offices profile copyright case concerning the motion picture Trouble With the Curve, with the court dismissing around the globe, this the case and agreeing that Warner’s movie and plaintiffs were not legally “similar” works. We continue international superstar to represent the studio in major litigation involving has truly put its name videogame and other rights connected to the Lord of the Rings franchise. And we represented the studio in up in lights.” a lawsuit brought by a famous novelist concerning the Academy Award-winning motion picture Gravity; – Chambers Associate the case raises important questions regarding agency and alter-ego law and the intersection of copyright student guide law and idea submission claims. Year in Review

Health Care and Life Sciences

O’Melveny’s comprehensive health care and life sciences practice advised on both headline-grabbing litigation and groundbreaking transactions in 2014. Successes include securing dismissal of a class complaint alleging damages arising out of the Medicare Supplement insurance program and obtaining reversal of a record-setting US$1.4 billion award. On the transactional side, US Legal 500 notes O’Melveny “has a track record for handling first-of-a-kind deals and is highly regarded for its international expertise.”

Former Pfizer Inc Executive Houlihan Lokey / Kimberly-Clark O’Melveny obtained dismissal of former Pfizer executive O’Melveny represented Houlihan Lokey Capital, Inc. John LaMattina from a US$1 billion securities class action. as financial advisor to Kimberly-Clark Corporation in Pfizer shareholder plaintiffs alleged that Pfizer, LaMattina, the US$1.7 billion spin-off of its healthcare business, and other current and former Pfizer executives made Halyard Health, Inc. As a result of spin-off, Halyard is material misrepresentations and omissions relating to now an independent, publicly traded company, focusing the cardiovascular risks associated with Pfizer arthritis on preventing infection, eliminating pain and speeding drugs Celebrex and Bextra. The plaintiffs also alleged that recovery for healthcare providers and their patients. LaMattina and two of his co-defendants engaged in insider Kimberly-Clark will now focus on manufacturing and trading. O’Melveny took over as LaMattina’s counsel after marketing of a wide range of products mostly made another law firm lost a motion for summary judgment. With from synthetic fibers using advanced technologies in a September 2014 trial date looming, O’Melveny mounted fibers, nonwovens and absorbency. an aggressive litigation strategy, including motions in limine and for judgment on the pleadings, that led to plaintiffs’ Major Pharmaceutical Company counsel voluntarily dismissing all claims against LaMattina O’Melveny represents a Fortune 50 pharmaceutical with prejudice for no financial consideration. company in its defense of Attorneys General lawsuits in Arkansas, Louisiana, Texas, West Virginia, and other MHR / Emisphere Technologies states over its marketing of an antipsychotic drug. In O’Melveny represented MHR Fund Management and 2014, we helped secure a favorable settlement mid-trial its managed funds in a US$20 million loan facility and in Texas and obtained reversals in the Arkansas Supreme related royalty agreement with Emisphere Technologies, Court of a record-setting US$1.4 billion award and in the Inc. to finance its launch of oral Eligen® B12. Louisiana Supreme Court of a US$330 million judgment. Health Care and Life Sciences (cont’d)

UnitedHealth Group Piper Jaffray / ArthroCare An O’Melveny team helped secure dismissal with O’Melveny represented Piper Jaffray as financial advisor prejudice of a California-wide class complaint against to ArthroCare Corp. in its US$1.7 billion acquisition by UnitedHealth arising out of the Medicare Supplement Smith & Nephew plc.—a deal shortlisted as a finalist in insurance program UnitedHealth offers to members of The M&A Advisor’s 2014 Healthcare/Life Sciences Deal AARP. The case was one of two coordinated putative of the Year contest. ArthroCare makes products used class actions brought by a single plaintiffs’ firm testing in arthroscopic surgery on shoulders and knees that an unprecedented legal theory—that UnitedHealth, enhance Smith & Nephew’s medical device business. in compensating AARP for the use of its marks in order to market the Medigap program, is really paying WellPoint, Inc. commissions to an unlicensed insurance agent. The O’Melveny represented Goldman, Sachs & Co. and plaintiff alleged multiple violations of California unfair Merrill Lynch, Pierce, Fenner & Smith Incorporated, trade practices and insurance law and sought as representatives of the underwriters, in a registered disgorgement of the royalties paid to AARP. All the public offering of US$2.7 billion of WellPoint, Inc. notes. defendants, in a motion briefed and argued by the WellPoint (now Anthem, Inc.) is the largest managed O’Melveny team, sought dismissal on the ground that care company in the US. plaintiff’s attempt to recast the royalty payment as an unlawful commission was implausible. The US District Celsion Corporation Court for the Central District of California agreed. O’Melveny represented Celsion, an oncology drug development company, in its US$44.4 million acquisition of EGEN, Inc., a biopharmaceutical company focused on nanoparticle delivery technology. The acquisition strengthens Celsion’s ability to develop innovative, new therapies to treat cancer. Prior to the EGEN acquisition, O’Melveny had advised Celsion on multiple financings. Year in Review

Investment Funds and Private Equity

O’Melveny’s internationally renowned investment funds and private equity group represented investors and funds across the full spectrum of fund product types last year, from big buyout and middle-market funds to emerging markets products. Mergermarket’s year-end league tables ranked us fourth in private-equity buyouts globally, third in US buyouts, and second in Asia-Pac ex-Japan buyouts. In recommending our US, Asia, and London offices for fund work, Chambers notes “there are many good practices out there but O’Melveny continually impresses.”

Colony Capital Freeman Spogli O’Melveny served as fund counsel for Colony Distressed O’Melveny represented Freeman Spogli and its affiliates Credit and Special Situations Fund III, L.P., Colony’s in connection with raising their seventh private equity third distressed real estate/real estate debt and special fund focused on buy-out and growth investments in situations fund focused on the US, Europe, and Asia. consumer-related businesses including retailing, direct The fund utilizes a complex structure that is tailored marketing, restaurants, consumer products, e-commerce, to the tax concerns faced by US tax-exempt and non- and distribution businesses primarily located in the US. US investors through the use of a variety of blocker O’Melveny is responsible for all aspects of the fund and feeder fund vehicles. Colony raised capital globally formation work and oversees all matters handled by including in jurisdictions that have very specific regulatory local counsel in Delaware. Based on the success of its requirements, including South Korea and several member predecessor funds, Freeman Spogli’s seventh fund raised states of the EU. Colony’s final closing was held in over US$1.3 billion in capital commitments. October 2014 and the fund raised US$1.2 billion in capital commitments. GIC O’Melveny represented GIC, Singapore’s sovereign wealth Helios Investment Partners fund, in its investment in NYSE-listed XPO Logistics. XPO O’Melveny represented Helios in the first closing joined PSP Investments and Ontario Teachers’ Pension of its third pan-African, flagship private equity fund, Plan in a PIPE transaction that raised more than US$700 Helios Investors III, L.P. The fund generated high million. O’Melveny lawyers from the US and Asia provided levels of investor interest and exceeded its target round-the-clock coverage, allowing the transaction to size of US$1 billion, surpassing Helios’ own record proceed quickly, going from term sheet to definitive for the largest Africa-focused fund ever raised. agreements in less than two weeks. Real Estate and Homebuilding

In 2014, O’Melveny’s real estate lawyers handled matters involving the finance, acquisition, management, construction, development, operation, and disposition of properties in the United States, Europe, and Asia. Our corporate real estate experience spanned commercial and residential developments, infrastructure assets, and trophy properties. Our litigators represented both publically listed and privately held real estate companies in high stakes, complex disputes.

Academy of Motion Picture Lehman Brothers Holdings Arts and Sciences O’Melveny represented a subsidiary of Lehman Brothers O’Melveny assisted the Academy of Motion Picture Arts Holdings in restructuring its ownership of the Culver Studios, and Sciences in acquiring site control rights for its new the legendary television and film studios in Los Angeles, US$300 million Motion Picture Museum in Los Angeles, and the ultimate sale of the studio property to an investor including negotiation of the 100-year ground lease, sponsored by private equity firm Hackman Capital Partners. development agreements, parking agreements, and Culver Studios’ most recent owner, Lehman Brothers advising on development issues. We also represented Holdings, sold it as part of its asset divestment program the Academy in the sale of a city block in Hollywood to stemming from its 2008 bankruptcy. Kilroy for US$45 million, including negotiation of purchase and sale agreement, advising on bidding issues, and ValueRock Realty Partners entitlement issues. The site is one of the premiere O’Melveny represented ValueRock in its US$100 million- development blocks in Hollywood. plus acquisition of the Hawaii Kai Towne Center, one of the premiere retail properties on Oahu, Hawaii, and in Prologis its purchase of a shopping center in Irvine, California. O’Melveny represented the underwriters in three public O’Melveny also advised ValueRock in the establishment of offerings of debt by Prologis, raising aggregate gross a REIT vehicle for purposes of new real estate investments. proceeds of €2 billion. Prologis owns, operates, and develops industrial real estate across the Americas, Europe, and Asia. Year in Review

Online Services and Commerce

O’Melveny has a long track record of advising the online industry’s leading brands on their complex business and legal matters—from industry-specific corporate counseling to high-stakes litigation to the execution of strategically important initiatives. Successes in 2014 include representing Giant Interactive Group Inc., one of China’s leading online game developers and operators, in its US$3 billion going-private transaction while simultaneously fending off a shareholder class action filed to quash the deal.

Dealertrack Technologies, Inc. eBay Inc. O’Melveny has represented Dealertrack in more than O’Melveny won a defense verdict for eBay in Boston a dozen M&A transactions over the last three years. state court after stepping in as counsel only two weeks In 2014, the deals included: the US$1 billion cash before trial. The plaintiffs’ case arose from the acquisition and stock acquisition of Dealer.com, a provider of by GSI Commerce, Inc. of internet flash sales company marketing and operations software and services for Rue La La (RLL). GSI paid US$180 million for RLL and the automotive industry; the cross-border acquisition contracted to pay a potential earn-out payment of up of incadea plc, a publicly traded Jersey, Channel Islands, to US$170 million if GSI later sold a controlling interest company listed on the AIM Market of the London Stock in RLL at a valuation for RLL in excess of US$180 Exchange that provides DMS software and services to million. Eighteen months after the GSI-RLL merger, eBay the global automotive retail market; and the acquisition acquired GSI for US$2.4 billion in a public stock deal. of substantially all of the assets of ASR Pro, LLC, a eBay also contracted to sell 70% of RLL to GSI’s then- provider of web-based electronic multipoint-inspection CEO and founder Michael Rubin. That deal valued RLL and fixed operations services for automotive dealerships. at US$175 million. Soon after, former RLL shareholders filed suit alleging that defendants breached the GSI-RLL Sequoia Capital and contract and tortuously interfered with their contractual China Broadband Capital rights by intentionally undervaluing RLL to deprive them of the US$170 million earn-out payment. The plaintiffs O’Melveny represented Sequoia Capital and China argued that eBay agreed to undervalue RLL to benefit Broadband Capital in forming a joint venture with LinkedIn Rubin in exchange for Rubin’s agreement to back eBay’s to launch LinkedIn’s China operations, bringing the acquisition of GSI. But after a month-long trial, a jury world’s largest social media platform for professionals to returned a complete defense verdict. China. The transaction involved complex regulatory and intellectual property issues unique to foreign social media companies attempting to enter the China market. Online Services and Commerce (cont’d)

Giant Interactive Group Inc. GoGrid LLC O’Melveny successfully defended Giant Interactive, one of O’Melveny represented GoGrid, a cloud infrastructure China’s leading online game developers and operators, in a service, in its acquisition by Datapipe. GoGrid’s shareholder class action seeking to enjoin Giant’s proposed proprietary orchestration and automation technologies going-private transaction, which O’Melveny also successfully are unique in the market, providing 1-Button deployment handled. Giant’s chairman and two investment fund affiliates for Big Data solutions that speed creation and results offered shareholders US$12 per share, amounting to of new cloud projects. The GoGrid acquisition gives approximately US$3 billion in consideration for the company, Datapipe leading edge orchestration and automation IP. which 99.6% of Giant’s shareholders voted to approve. Four shareholders filed lawsuits in the Southern District of New York claiming that the process for the transaction was flawed, the disclosures were inadequate, and the purchase price was too low. After O’Melveny helped close the merger, In 2014, O’Melveny O’Melveny moved to dismiss the plaintiffs’ complaint on provided business and various grounds. Faced with a strong motion, the plaintiffs voluntarily dismissed the lawsuit. China Law & Practice legal advice to clients in recognized O’Melveny’s work for Giant Interactive with the Private Equity Deal of the Year award. nearly every area of online commerce, from social Berkeley Design Automation, Inc. O’Melveny represented long-time venture-backed client networking and gaming Berkeley Design Automation, a nanometer-focused analog, services to search giants mixed-signal (AMS), and RF circuit verification company, in its acquisition by Mentor Graphics Corp., a supplier to cloud computing firms of electronic design automation tools. O’Melveny had to leading e-commerce represented Berkeley Design Automation for many years leading up to the sale, advising on corporate matters, sites to media providers. multiple venture capital financings, major litigation, and intellectual property matters. The acquisition of Berkeley Design Automation aligns with Mentor Graphic’s goal to deliver technologies with superior performance and automation for the growing challenges of AMS verification. Year in Review

Telecommunications and Technology

O’Melveny was active in the telecommunications and technology sectors in 2014. High profile transactions included representing Youku Tudou’s largest corporate shareholder in the company’s US$1.22 billion financing by Alibaba Group Holding Ltd. and Yunfeng Capital. Our courtroom victories included a jury verdict in favor of Mentor Graphics in a patent case and a multi-million-dollar international arbitration award for Honeywell in a dispute with a former distributor of its commercial software products. A US News & World Report/Best Lawyers 2014 survey ranks O’Melveny in the top tier for technology law.

CoreLogic, Inc. Cisco Systems, Inc. O’Melveny represented CoreLogic, a global property O’Melveny represented Cisco in the formation of a information, analytics, and data-enabled services provider, joint venture with TCL Corporation (TCL) to bring in the largest strategic acquisition in its history— Cisco’s WebEx conferencing applications to the Chinese the US$651 million acquisition of Marshall & Swift/Boeckh, market. Cisco will own a 20% minority stake in the joint DataQuick Information Systems and other assets from venture, in which the parties will initially invest an aggregate Decision Insight Information Group, a portfolio company of US$80 million subject to certain milestones being met. owned by an investment fund of TPG Capital. The transaction The size of the joint venture may be expanded, based on involved a significant carve-out acquisition concurrent with market needs and the development of the company. numerous stock acquisitions. O’Melveny subsequently advised CoreLogic in the sale of its collateral solutions Skyworks Solutions, Inc. and field services business units to Mortgage Contracting O’Melveny acted as lead counsel to Skyworks in its Services, LLC. The business units previously had been held US$148.5 million acquisition of a controlling interest in for sale as part of CoreLogic’s restructuring of its asset Panasonic Corporation’s filter technology business for management and processing solutions segment and involved smart phones and other mobile applications. The complex a detailed asset carve-out concurrent with a stock sale. transaction, which involved the spin-out of assets and employees in Japan and Singapore, is structured as a Honeywell joint venture between Skyworks and Panasonic, with O’Melveny won a multi-million-dollar international arbitration Skyworks having the right to acquire Panasonic’s award for Honeywell in a long-running licensing dispute with remaining joint venture interest for US$76.5 million. Azbil Corporation, a former distributor of its commercial software products in Japan. After multiple rounds of briefing and a four-day arbitral hearing in Tokyo, the three-member tribunal awarded Honeywell virtually all of the damages it sought and more than 90% of the attorneys’ fees and costs it incurred in prosecuting its claims. Telecommunications and Technology (cont’d) Exar Corporation 1Verge Holdings Ltd. O’Melveny has represented Exar in more than a dozen O’Melveny represented 1Verge Holdings Ltd.—Youku acquisitions over the years, including the following in 2014: Tudou’s largest corporate shareholder—in connection with a US$1.22 billion investment in Youku Tudou by • O’Melveny represented Exar, a New York Stock Alibaba Group Holding Ltd. and Yunfeng Capital. Youku Exchange-listed supplier of high-performance Tudou, known as the YouTube of China, is the country’s integrated circuits and system solutions, in its largest online video platform. acquisition of Integrated Memory Logic Limited, a fabless semiconductor company organized as Mentor Graphics Corporation a Cayman Islands exempted company and listed O’Melveny won a jury verdict on behalf of Mentor Graphics, on the Taiwan Stock Exchange. The transaction a maker of electronic design automation software and is valued at NT$6.8 billion (approximately US$223 hardware, in a long-running patent dispute with Synopsys, million). O’Melveny successfully navigated a complex Inc. The patent in question was invented by a former interplay between Cayman Islands law and Taiwan Mentor Graphics employee who left to found Emulation law to ensure that Exar, as a publicly listed company, and Verification Engineering S.A., which was later acquired was afforded customary protections similar to a US by Synopsys. After a nine-day trial in Oregon federal court, two-step transaction. it took the jury less than five hours of deliberation to find • O’Melveny also represented Exar in its acquisition infringement of all asserted claims and award our client of Stretch, Inc. The transaction provided Exar US$36 million in damages plus royalties. with the technology to deliver an end-to-end, high-definition solution for both the digital and Verizon Communications Inc. analog transmission of data from the camera to O’Melveny convinced an appellate court to overrule DVR or NVR in surveillance applications. O’Melveny a lower’s court dismissal of a complaint by a Verizon was instrumental in meeting Exar’s need to sign operating company in California seeking a US$3.5 billion and close the transaction in less than three weeks. tax refund from nine local counties. The California Third District Court of Appeal said that, contrary to the trial court’s finding, the California state tax code does not require Verizon to name as a defendant all 38 of the counties in that state in which it owns property unless it is seeking a refund from each of those counties. Year in Review

Transportation

O’Melveny served as a trusted advisor to the transportation industry in 2014, counseling clients around the world on critical business and legal matters, ranging from executing billion-dollar-plus financings and innovative M&A deals to successfully advocating before courts across the United States.

Avenue Capital American Honda Finance Corporation O’Melveny advised Avenue Capital and its managed funds O’Melveny represented AHFC in three public offerings of in the following investments in 2014: debt in 2014, raising aggregate gross proceeds in excess of US$4 billion. Each offering was issued pursuant to • As an investor in Scorpio Bulkers Inc.’s private AHFC’s public Medium-Term Notes program. O’Melveny placement of US$150 million of its shares through represented AHFC in the establishment of its public MTN a PIPE transaction. Avenue, which already was a program and since then has represented AHFC in the shareholder in the company, acquired additional issuance of approximately US$10 billion of notes. AHFC shares in the offering and increased its ownership provides financing in the United States and Canada to in Scorpio Bulkers to 9.17%. Scorpio Bulkers is a purchasers and lessees of Honda and Acura products. Marshall Islands-based owner and operator of a fleet of mid to large-size dry bulk carriers. Brookfield Asset Management • As an investor in a US$97 million private placement O’Melveny represented Brookfield Asset Management of shares in YRC Worldwide Inc. as part of a US$250 in its acquisition by Brookfield Infrastructure Fund II of a million financing to delever YRC Worldwide’s balance 49% interest in the operations of TraPac, an operator of sheet. YRC Worldwide is an American transportation marine container terminals in Los Angeles and Oakland, company that offers shipping of industrial, California, and Jacksonville, Florida, with customer service commercial, and retail goods. facilities located in Austin, Texas. TraPac previously was wholly controlled by Mitsui O.S.K. Lines, a Japanese ocean Bristol Industries shipping line. This deal is significant because, recently, O’Melveny represented Bristol, one of the few remaining there has been a spike in activity of port assets being independent manufacturers in the fastener segment of the transferred from shipping lines to long-term investors and aerospace industry, in its US$335 million acquisition by owners, who can more efficiently operate these properties Consolidated Aerospace Manufacturing, LLC. O’Melveny and extract the underlying value in them. counseled Bristol from the initial marketing phase through negotiation and closing of the ultimate sale. Transportation (cont’d)

California High Speed Rail Authority Ford Motor Co. O’Melveny represented the CHSRA in the negotiation of O’Melveny convinced an Ohio appeals court to reverse the system-wide master agreements between CHSRA a trial court’s order and reinstate a jury’s verdict in Ford’s and the Union Pacific Railroad that will enable development favor in a class action brought by Ford-authorized dealers and operation of the California High Speed Rail Project over of commercial trucks. The Ohio Court of Appeals, Eighth and adjacent to Union Pacific’s rights-of-way at numerous District ruled that the trial court erred in ignoring a prior locations in California. The high-speed rail agreements were appellate finding that the contract is ambiguous. This latest necessary for the US$68 billion project to move forward. decision came two years after the same court, again on an The O’Melveny team helped develop innovative solutions appeal handled by O’Melveny, vacated a US$2 billion jury for a number of unique issues that the parties had been verdict against Ford—the largest judgment in the history of unable to resolve. The set of agreements, the first of their Ohio. The case, which involves a class of more than 3,000 kind in the United States, will serve as precedents for franchisees, alleges that Ford offered different discounts future negotiations between high-speed rail operators on wholesale prices depending on the competition faced and freight railroads throughout the US. by the dealer in making a particular retail sale. The plaintiffs claim Ford breached contract language requiring Ford to sell eHi Car Services Ltd. vehicles only at prices that were published in accordance O’Melveny represented eHi, China’s largest car services with bulletins periodically furnished to all dealers. provider and second largest rental car provider, in its US$120 million initial public offering and US$50 million Kia Motors America concurrent private placements. eHi plans to use the In April 2014, O’Melveny secured dismissal of a proposed proceeds to expand its fleet and service network. Prior class action alleging that certain Kia vehicles were defective to the IPO, O’Melveny had represented eHi in multiple because the placement of the fuel tank under the rear rounds of venture capital financing. passenger seat purportedly increases the likelihood of a catastrophic fire in a collision. The plaintiffs sought to certify a nationwide class action under California’s consumer protection and warranty laws. But the federal court in the Central District of California granted O’Melveny’s motion to dismiss all the claims with prejudice. Year in Review

Transportation (cont’d) US Airways/American Airlines • O’Melveny also represents US Airways and American In 2014, O’Melveny achieved a number of victories on behalf Airlines in labor arbitrations resulting from the recent of the newly merged airlines, including: merger between the two companies. In 2014, O’Melveny won two arbitrations initiated by union • O’Melveny obtained dismissal of a US$100 million grievances over new policies instituted by the combined complaint brought by USAPA, the union for US Airways’ company that unions claimed violated collective pilots, regarding pilots’ pay rates. USAPA initially bargaining agreements. In both cases, an arbitration submitted a grievance regarding pilots’ pay rates, panel denied the claims in their entirety. claiming that the parties’ agreements provided that pilot pay rates would “snap-back” to pre-bankruptcy United Airlines, Inc. rates after a certain date. After losing twice before an O’Melveny obtained dismissal for United in a putative class arbitrator, USAPA filed a complaint in the Western District action filed by a group of pilots on behalf of themselves and of Pennsylvania alleging that the arbitrator exceeded his a proposed class of 490 United pilots. Plaintiffs alleged (1) jurisdiction and that the arbitrator failed to comply with that United breached the collective bargaining agreement; the requirements of the Railway Labor Act. The court’s (2) that their union, the Air Line Pilots Association (ALPA), decision adopted all of US Airways’ arguments and breached its duty of fair representation; and (3) that United dismissed the complaint without leave to amend. and ALPA had improperly colluded in agreeing to certain terms of the collective bargaining agreement regarding pilot • O’Melveny obtained summary judgment in a putative longevity credit for time spent on furlough. The federal judge class action brought on behalf of approximately 33 granted United’s Rule 12 motion in its entirety, agreeing that million current and former members of US Airways’ the court lacked jurisdiction over the pilots’ claims because Dividend Miles frequent flyer program. The plaintiff they raised “minor disputes” under the Railway Labor Act, alleged that US Airways breached the terms of its and that the asserted grounds for federal court jurisdiction Dividend Miles Membership Guide by awarding members were not satisfied. The court also granted ALPA’s motion to a specific, fixed number of miles for flights rather dismiss the claim that the union had breached its duty to than the “actual miles” traveled by the aircraft during fairly represent the pilots. flights. O’Melveny first convinced the court to bifurcate discovery and delay class certification discovery given the size of the putative class. O’Melveny then moved for summary judgment, successfully arguing that the extrinsic evidence confirmed that the parties could have only intended for the Membership Guide to provide for a fixed, pre-determined number of miles for each flight. Investigations, Related Litigation, and White Collar Defense

US Legal 500 notes O’Melveny “handles the full breadth of white-collar matters,” from internal, SEC, DOJ, attorney-general, and self-regulatory investigations to enforcement actions and criminal and civil litigation. The publication goes on to add that “congressional hearings also feature prominently among the team’s mandates.” Our “notable presence” in Asia benefits clients in the region, according to Chambers USA.

Engineering Consultant Major Investment Bank O’Melveny conducted an internal investigation of possible O’Melveny is representing the investment firm in a violations of the Iran and Sudan economic sanctions Securities and Exchange Commission investigation into and the US Foreign Corrupt Practices Act for a major alleged FCPA violations related to the hiring of individuals US engineering consultant and reported to the Board involved in foreign state-owned businesses. on the results of that investigation. Managed Care Company Former Hewlett Packard Executive O’Melveny is defending a leading managed care company O’Melveny is representing a former Hewlett Packard in a False Claims Act investigation by the US Department executive in government investigations related to alleged of Justice and Office of Inspector General for the US improprieties surrounding the company’s multibillion-dollar Department of Health and Human Services into whether acquisition of Autonomy, a software firm. the managed care plan received inflated premiums from the Medicare program and maintained inappropriate Public and Private Universities financial relationships with its contracted providers. O’Melveny is counseling several public and private universities in connection with their handling of student US Secret Service Panel reports of sexual assault. The work involves everything An O’Melveny partner served on an independent panel from conducting internal investigations to advising on established by the Secretary of Homeland Security to policy changes to defending the schools before federal review the operations of the Secret Service after a number regulators and in litigation. For example, the University of high-profile security breaches at the White House. The of Virginia Board of Visitors retained O’Melveny as panel’s report provided recommendations to strengthen independent counsel to review the university’s response the security of the White House, including installing a to media reported sexual assault allegations including its higher fence and other technological improvements on compliance with all relevant policies and procedures as the White House grounds, hiring more agents and officers, well as state and federal law. increasing training, and reforming the management of the Secret Service. Year in Review

Venture Capital and Emerging Technologies

O’Melveny has a strong record for helping emerging companies succeed—in 2014, we helped nearly 30 venture-backed companies achieve liquidity via trade sale or initial public offering, with an aggregate “exit” value of more than US$3.5 billion. Our VC practitioners worked hand-in-hand with some of the industry’s most active technology investors and its most innovative companies. US Legal 500 refers to O’Melveny’s “genuinely powerful Silicon Valley presence where, owing to its national and international credibility, it is able to advise on matters ranging from seed funding and early stage investments through to public offerings and sales.”

Houzz Inc. Lookout O’Melveny has represented Houzz, the leading platform O’Melveny represented client Lookout, a mobile security for home renovation and design, in all of its outside company, in its US$150 million Series F financing. financing rounds, including its US$165 million Series D T. Rowe Price led the round and was joined by new financing in 2014 led by Sequoia. Other existing investors investors Morgan Stanley, Goldman Sachs, Bezos New Enterprise Associates, GGV Capital, Oren Zeev, and Expeditions and Wellington Management Company. More Kleiner Perkins Caufield & Byers participated, as well as than 60 million people worldwide run Lookout’s security new participants DST Global and T. Rowe Price. Houzz is app to retrieve lost devices and back up their data. an end-to-end solution for home remodeling and design, O’Melveny has represented Lookout for years, advising providing people with everything they need to improve on each of its private financings as well as corporate and their homes from start to finish. The company will use intellectual property matters. the capital to accelerate its international expansion and to further build its technology platform and products for Metacloud both consumers and home professionals. O’Melveny has represented private cloud provider Metacloud in multiple financings and in 2014 advised the Kabam company on its sale to Cisco. Metacloud deploys and O’Melveny has advised Kabam, the leader in free-to- operates private clouds for global organizations with a play core gaming, in numerous transactions since its unique OpenStack-as-a-Service model that delivers and establishment in 2006, including all of its venture capital remotely operates production-ready private clouds in a financings and all of its acquisitions. In 2014, that customer’s data center. included the acquisition of Phoenix Age, a US$120 million Series E financing by Alibaba, and an over US$40 million secondary stock purchase. Venture Capital and Emerging Technologies (cont’d) Silevo GIC In 2014, O’Melveny represented Silevo, a solar photovoltaic O’Melveny represented GIC, Singapore’s sovereign cell technology innovator that manufactures high-efficiency, wealth fund, in its investment into Square, Inc., a high-performance solar modules, in its acquisition by San Francisco-based start-up that turns any smartphone Elon Musk’s SolarCity Corporation. SolarCity called Silevo’s into a credit card terminal through the use of Square product “the best photovoltaic technology” and intends to Reader, a read head that connects into the mobile device’s mass produce it to “achieve a breakthrough in the cost of audio jack. GIC continues to invest in global technology solar power.” O’Melveny had represented Silevo since its companies as they led the Series E funding that included formation, counseling the company on raising venture investors Goldman Sachs and Rizvi Traverse Management. capital and growing the business prior to its sale.

Strava O’Melveny has represented Strava, Inc., the creator of a O’Melveny has closed popular fitness tracking application geared towards cycling, in multiple venture capital financings, including its most VC/PE transactions at recent US$18.5 million Series D financing in 2014 led by Sequoia Capital. Existing investors Madrone Capital Partners a one-per-day pace and Sigma West contributed as well. The funding allows over the last six years. Strava to expand its service around the world and strengthen its leadership in digital sports.

Mitsui & Co. O’Melveny represented Mitsui and its affiliates in various deals in 2014, including investments in DocuSign, SCI Energy, and Synergis Education as well as a joint venture with Lippo Group subsidiary PT Multipolar Technology Tbk to set up a data center in Indonesia. Year in Review

Pro Bono and Community Involvement

O’Melveny’s pro bono record in 2014 demonstrates a deep commitment to helping those unable to afford legal counsel. More than 78% of our lawyers participated in pro bono projects last year and devoted more than 62,900 hours to those efforts, an average of more than 100 hours per lawyer. This represented roughly 6.3% of our total billable output and amounted to more than US$38 million in legal services. In recognition of our dedication “above and beyond” the call of duty, Law360 named O’Melveny among the top pro bono firms of 2014—the fifth consecutive year O’Melveny has earned a spot on the list. We also supported our local communities through various scholarship programs and charitable donations, volunteered at food banks, tended community gardens, organized holiday gift drives, and much more.

Same-Sex Marriage Voting Rights O’Melveny and its partner Lambda Legal won another O’Melveny won a Tenth Circuit victory, securing important victory for marriage equality when the Ninth Circuit issued a voting rights in Kansas and Arizona in a joint effort with landmark decision in Sevcik v. Sandoval overruling the State the Mexican American Legal Defense and Education Fund of Nevada’s ban on same-sex marriage. The team argued (MALDEF). The states had sued the US Election Assistance that, because Nevada already recognized the rights of Commission to force the federal government to require lesbians and gays in a comprehensive domestic partnership people to present either a birth certificate or passport when statute, the refusal to ascribe to same-sex couples the title of registering to vote. O’Melveny and MALDEF intervened on “marriage” only acted as an impermissible badge of inferiority behalf of several civil rights groups and an Arizona resident that marked discrimination based on sex and sexual who had been a longtime participant in voter registration orientation. The district court ruled in favor of Nevada but activities. A ruling by the District of Kansas in the states’ the Ninth Circuit reversed the decision in 2014, holding that favor prompted an appeal. The Tenth Circuit, in a unanimous a ban on same-sex marriage violates the Equal Protection and strongly worded opinion, reversed the district court’s Clause of the Fourteenth Amendment as a classification decision in its entirety. The states have indicated that they based on sexual orientation that could not meet heightened will seek Supreme Court review. scrutiny. The three-judge panel ruled unanimously, but two judges wrote separately—one to hold that the law also violates the Due Process Clause of the Fourteenth Amendment, as it burdens the right to marry an individual of one’s choice, and another to hold that the law violates the Equal Protection Clause as a classification based on gender. The final decision and its concurrences echo numerous points raised by O’Melveny and Lambda Legal. Pro Bono and Community Involvement

IMPACT Program DC Public Charter School Board O’Melveny has taken a lead role in implementing the O’Melveny has provided pro bono legal representation to the IMPACT initiative—short for “Involving More Pro Bono DC Public Charter School Board (PCSB) since it first came Attorneys in our Communities Together”—which evolved into creation in 1997. Over the past 17 years, O’Melveny out of a series of small meetings Vice President Joe Biden lawyers have helped PCSB Board members and staff held with the leadership of the Association of Pro Bono develop administrative procedures in compliance with its Counsel, including O’Melveny lawyers, to discuss new governing statute, negotiate charter agreements, address ways of directing high-level legal services toward labor issues, and handle litigation and public controversies. underserved American communities. In Los Angeles, Today, PCSB oversees 61 public charter schools on 112 for example, there exists a need for legal services among campuses serving more than 38,000 students living in every domestic violence survivors, who often only accessed the ward of the city. O’Melveny’s contribution to the charter legal system to address urgent physical danger but were in school movement in DC is recognized in a book recently need of more preventative types of counsel. In response, published by Josephine Baker, former Executive Director O’Melveny helped open a clinic at a local domestic of the PCSB, who often is called a “pioneer” of charter violence shelter focusing on other areas of vulnerability schools. In her book The Evolution and Revolution of DC that contributed to their difficult circumstances, including Charter Schools, Baker acknowledges O’Melveny as having immigration, housing, and public benefits issues. O’Melveny a “major impact on the charter sector’s development.” Baker raised money and brought in the legal aid groups to help explains that without the victories obtained by O’Melveny in supervise, essentially handing them a turnkey operation. key PCSB litigation, “the evolution of the DC Charter sector Additional IMPACT projects have followed, including a would certainly not be what it has become.” small business advisory clinic in New York that offered 200 local businesses access to one-on-one consultations Please click here for more information with attorney experts on employment, business structure, about our wide-ranging pro bono program. bankruptcy, and governance issues. O’Melveny is also participating in programs that send attorneys out to underserved rural communities in the Bay Area and that are spearheading initiatives to help fight growing homeless populations across the country. Year in Review

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• Forbes magazine described O’Melveny as • O’Melveny was chosen among the “hottest” “one of the oldest and most respected firms in intellectual property firms in the United States the country, if not the world.” by The National Law Journal.

• O’Melveny earned its highest ranking ever on • Law360 described O’Melveny as having “one of The American Lawyer’s 2014 “A-List,” finishing the most feared appellate practices in the nation.”

second among the 20 most “well-rounded” law firms in • O’Melveny was recognized as “a standout” in class the combined areas of financial performance, pro bono, actions—one of the top 20 law firms in the field in a diversity, and associate satisfaction. survey by the BTI Consulting Group.

• O’Melveny was selected as a “go-to law firm” for • Law360 highlighted two of the firm’s specialties— Fortune 500 companies in a Corporate Counsel Antitrust/Competition and Entertainment and Media— magazine survey. as Practice Groups of the Year.

• Chambers Global 2014 edition recognized • China Law & Practice honored O’Melveny 36 O’Melveny lawyers and 27 practice areas. with the Private Equity Deal of the Year award.

• In the 2014 IFLR 1000 rankings, 31 O’Melveny lawyers • O’Melveny was recognized by the India Business Law received special recognition as “Leading Lawyers” or Journal as a top international firm for India-related legal “Rising Stars.” Among the practices, O’Melveny earned work for the fifth consecutive year. rankings in 23 practice areas. • O’Melveny was chosen among the top pro bono law firms • The American Lawyer selected O’Melveny as a finalist for the fifth straight year byLaw360 . in the magazine’s latest “Litigation Department of the • O’Melveny was named best international firm for women in Year” contest. We are one of only two firms in the United business law in Euromoney Legal Media Group’s 2014 States to have been named a winner, finalist, or honorable Americas Women in Business Law Awards. The firm also mention recipient each year the competition has been held. received the prize for best international mentoring program • O’Melveny’s M&A team advised clients in more than 400 for the second year in a row. transactions with an aggregate deal value of approximately • For the second straight year, O’Melveny was named one US$100 billion in 2014, placing us among the most of the “50 Best Law Firms for Women,” based on research active firms inMergermarket ’s year-end league tables by Working Mother magazine in collaboration with the in the following categories: Global Buyouts (#4), Asia-Pac consulting firmFlex-Time Lawyers. ex-Japan Buyouts (#2), US Buyouts (#3), US M&A (#7), Western US M&A (#2), Greater China M&A (#4), and • For the second consecutive year, O’Melveny achieved Asia-Pac ex-Japan ex-AUS M&A (#4). a perfect score on the Human Rights Campaign’s Corporate Equality Index, a national benchmarking • O’Melveny received M&A Atlas Award’s survey and report on corporate policies and practices 2014 Mid-Market M&A Deal of the Year. related to lesbian, gay, bisexual and transgender • Bloomberg’s year-end M&A league tables ranked (LGBT) workplace equality. The firm also maintained its O’Melveny #6 in the US. designation as a “Best Place to Work for LGBT Equality.”

• Bloomberg’s year-end Capital Markets league tables • O’Melveny placed 7th out of 124 firms in ranked us highly in five categories: US Equity Offerings The American Lawyer’s Midlevel Associates Manager Advisers (IPO), US Corporate Manager Advisers, Survey, which asks third-, fourth-, and fifth-year US Investment Grade Manager Advisers, Asia ex-Japan attorneys to rate their firms on job satisfaction. G3 Bonds Manager Advisers, and Singapore Dollar Bonds Manager Advisers.

Select Awards and Recognitions

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