Davis Polk advised RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers on an SEC-registered offering by The KEYW Holding Corporation (KEYW) of $130 million aggregate principal amount of 2.5% convertible senior notes due 2019. The underwriters also have an option to purchase up to an additional $19.5 million aggregate principal amount of the notes solely to cover over-allotments. In addition, Davis Polk advised the Royal Bank of Canada and Bank of America, N.A. as counterparties to privately negotiated capped call transactions with KEYW in connection with the convertible senior notes offering.

KEYW provides cyber-superiority, cybersecurity and geospatial intelligence solutions for U.S. government intelligence and defense customers and commercial enterprises. KEYW’s solutions are designed to meet critical needs for agile intelligence in the cyberage and to assist the U.S. government in national security priorities.

The Davis Polk capital markets team included partner Deanna L. Kirkpatrick and associates Alain Kuyumjian, Ferrell Maguire and Kwesi Larbi-Siaw. The Davis Polk equity derivatives team included partner John M. Brandow and associates Barry J. Gewolb, Mark J. DiFiore and Robert Stewart. The tax team included partners Po Sit and Lucy W. Farr, associate Aaron M. Weil and law clerk Anne E. McGinnis. Counsel Marcie A. Goldstein provided FINRA advice. Partner Frank J. Azzopardi and associate David He provided intellectual property advice. All members of the Davis Polk team are based in the New York office.