Davis Polk advised Affymetrix, Inc. (Affymetrix) in connection with its acquisition of eBioscience Holding Company, Inc. (eBioscience) for approximately $315 million in cash. Following the acquisition, eBioscience became a wholly owned subsidiary of Affymetrix. The acquisition was funded, in part, through a new senior secured credit facility and an offering of convertible notes.

Davis Polk advised Affymetrix as borrower in connection with its new $100 million senior secured credit facility, consisting of $85 million of a senior secured term loan and a $15 million revolving credit facility. General Electric Capital Corporation was the administrative agent and GE Capital Markets Inc. and Silicon Valley Bank were the joint lead arrangers and joint bookrunners.

Davis Polk advised Affymetrix on its SEC-registered offering of $105 million aggregate principal amount of 4.00% convertible senior notes due 2019. Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC were the joint book-running managers for the offering.

Affymetrix develops, manufactures and sells products and services for genetic analysis to the life science research and clinical health care markets. eBioscience is a privately held San Diego, California based-company that offers flow cytometry and immunoassay reagents for immunology and oncology research and diagnostics.

The Davis Polk merger & acquisition team included partners William M. Kelly and Sarah K. Solum and associates Vincent T. Cannon and Nicholas J. Dashman. The capital markets team included partner Sarah K. Solum, associates Jeffrey Gould and Nicholas J. Dashman and law clerk Tim Hwang. The credit team included partner Jinsoo H. Kim and associates Shakhi Majumdar, Steven Schuh, Charles L. Nail and Kyle D. Bady. The tax team included partner Rachel D. Kleinberg, law clerk Catherine Paskoff Chang and associate Una Au. Counsel. Catherine L. Martin and associate Carol Pang provided 1940 Act advice. Counsel Stephen M. Pepper provided antitrust advice. Counsel Loyti Cheng and associate Kevin J. Klesh provided environmental advice. Counsel Cynthia Akard provided compensation and benefits advice. Joshua D. Hendricks, Elizabeth J. Gordon and Kimberly Kakade were the legal assistants on the transaction. Members of the Davis Polk team are based in the Menlo Park and New York offices.



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