Hewlett-Packard Co. hasn't even closed its $1.2 billion acquisition of Palm Inc., announced April 28, and already the company is rumored to be shifting around its product line in anticipation of owning the smartphone maker.
The scuttlebutt that HP aims to offer a tablet device using Palm's webOS mobile operating system is testament to the notion that, despite poor sales, Palm represented a coveted asset that several potential acquirers eyed. For Palm's outside counsel, Davis Polk & Wardwell LLP's William Kelly, that meant a busy couple of months.
"It was a competitive process," Kelly says. "The board considered a pretty broad range of things."
Davis Polk's relationship with Palm began about four years ago, roughly the time that Eric Benhamou, formerly the CEO of Palm's onetime parent, 3Com Corp., left his role as the smartphone maker's chairman. Benhamou was reportedly tight with Larry Sonsini, a founding partner of Wilson Sonsini Goodrich & Rosati PC whose firm had represented Palm.
"Palm was looking for counsel and had interviewed several firms when they called me," Kelly says. Before joining Davis Polk in 2000, Kelly spent six years as general counsel at Silicon Graphics Inc., where he also held several other senior executive posts, including chief financial officer. Like Palm, SGI was a high-flying Silicon Valley pioneer that fell on hard times.
"Company-side work is the heart of what we do here," says Kelly, a co-founder of Davis Polk's Menlo Park, Calif., office. He also has advised Oracle Corp. on some of its largest acquisitions, including PeopleSoft Inc., Siebel Systems Inc. and Hyperion Solutions Corp.
Taking the lead for HP's outside legal team was Russell Hansen, the partner-in-charge at Gibson, Dunn & Crutcher LLP's Palo Alto, Calif., office. Hansen has done work for many Silicon Valley tech giants, including Intel Corp., which he represented in 2007, when it combined its flash memory chip business into a $3 billion joint venture with STMicroelectronics NV.
On the banking side, Palm went with a double bill, hiring Goldman, Sachs & Co.'s Sam Britton, Nick Giovanni and Colin Ryan, as well as Frank Quattrone's boutique advisory Qatalyst Partners. As pointed out by one source involved in the deal, it is increasingly common to see two financial advisers on sell-side assignments, largely because of the value derived from more than one advisory perspective and the different connections each bank might have among prospective buyers.
In the case of Qatalyst, Quattrone has close ties to many Silicon Valley technology companies, having taken a significant number of them public during his days at Credit Suisse First Boston. Joining him on the Palm mandate was Qatalyst co-founder Jonathan Turner, a former colleague from Quattrone's CSFB days, and James Kim.
Goldman, meanwhile, was lead underwriter on Palm's 2000 initial public offering, and it also has ties to Qatalyst, whose Brian Slingerland is a former Goldman vice president. Goldman also sat across from HP in its $3.1 billion purchase of 3Com Corp.
Bank of America Merrill Lynch's Chet Bozdog, David King, Gary Kirkham and Jack MacDonald acted as HP's financial advisers.