Alan F. Denenberg

Rarely does a corporate attorney, even amongst the likes of Denenberg, come across a deal that has the recipe for a transactional potpourri.

Announced in June, McKesson Corp.'s plans to merge with Change Healthcare Holdings Inc. to form a new health care information software company is starting with a joint venture between the two companies.

After some financing, the two companies plan to file the venture as a public company, possibly in the first half of next year.

And step three is McKesson's plan to carve out its part of the company into a separate entity.

Not an ordinary tale in the transactional world, said Denenberg, who's advising San Francisco-based McKesson.

"I've never worked on something like this," he said. "It's one of the most complicated deals I've ever worked on."

Financial terms in the deal were not disclosed.

As head of Davis Polk's Menlo Park office, Denenberg said his practice is a mixed bag. And the contents depend on market conditions.

When the capital markets are frothy, Denenberg can be found advising underwriters on public offerings.

He advised the underwriters on nine IPOs in the last two years, including offers from GoDaddy Inc., which priced at $520 million, and Pure Storage Inc.'s $425 million pricing.

But with the U.S. IPO market down more than 50 percent since early last year, he's been taking on more transactional work and debt financings as well.

He recently counseled Qatalyst Partners LLP during its advisement to LinkedIn Corp. on the networking site's $26.2 billion sale to Microsoft Corp., one of the larger tech transactions in history.

"This deal is interesting at a high level, not a legal or technical level," Denenberg said. "I'm assuming that because LinkedIn has such a great list of subscribers, that list is going to come in handy when Microsoft moves into areas where subscriber lists are useful."

During last year's mind-boggling transactional landscape — a record-breaking year — Denenberg was advising Bank of America Merrill Lynch as it guided Western Digital Corp. through the $19 billion acquisition of SanDisk Corp., which closed in May.

He also advised JP Morgan Securities LLC, the financial advisor to Intel Corp., in its $16.7 billion purchase of Altera Corp. That deal closed last December.

— Banks Albach