Bain Capital Partners’s Offer Bid for D

Cravath represented RHJ International SA (“RHJI”) in connection with the commitment of an affiliate of Bain Capital Partners, LLC’s to launch a tender offer bid (“TOB”) for all outstanding shares of D&M Holdings, Inc., a publicly traded Japanese portfolio company of RHJI. D&M is a leading provider of products and solutions to the premium consumer and commercial audio-visual electronics market. The offer price of the TOB is 510 Yen per share, representing a total equity value of $470 million. Subject to satisfaction of conditions, the TOB is scheduled to be formally launched by July 25, 2008. The lawyers involved in this matter were partner Peter S. Wilson and associate Brittain A. Rogers. The transaction was announced on June 19, 2008.