MERGERS, ACQUISITIONS & SPIN-OFFS

U.S. counsel to Prudential plc in its proposed $35.5 billion agreement with AIG to combine Prudential and AIG’s Asia Pacific subsidiary, AIA Group Limited.

Representing FEMSA in a $7.35 billion strategic exchange of its beer operations for shares of Heineken Holding N.V. and Heineken N.V., which together constitute a stake of up to 20 percent in Heineken.

Representing power and automation technology leader ABB in its acquisition of software provider Ventyx from Vista Equity Partners for more than $1 billion.

Representing Dollar Thrifty in its acquisition by Hertz.

Representing Google in its $750 million acquisition of mobile display advertising technology provider AdMob, one of TIME magazine’s “Top Ten Best Business Deals of the Year,” and in other acquisitions.

Representing China Investment Corporation in its $1.58 billion investment in AES Corporation, and its proposed investment in AES Corporation’s wind business.

Tax counsel to the Bâloise Group, the Swiss insurance company, in the demerger of Deutscher Ring Leben and Deutscher Ring Sach from Deutscher Ring Kranken-VVaG/Signal Iduna.

Representing Accor in the proposed spin-off of its Services business, which is the global leader in the market for employee and public prepaid benefits (primarily through the issuance of meal and food vouchers such as the French “Ticket Restaurant”).

Representing Faurecia, one of Europe’s leading automobile manufacturers, in its $409 million acquisition of EMCON Technologies, a leading supplier of emissions control technology solutions for passenger and commercial vehicles.

Representing Northrop Grumman in the organization of its Sperry Marine division in Europe, including a cross-border merger under the EU Merger Directive.

Representing Alpha Natural Resources in its $2 billion merger with Foundation Coal Holdings, creating one of the largest coal producers in the United States.

Representing Veolia Environnement in the merger of Veolia Transportion and Transdev.

Representing Deutsche Bahn in the acquisition of PCC Logistics, the largest private railway group in Poland.

Representing BHF-BANK in the spin-off of its depotbanking, custody and securities services business to BHF Asset Servicing GmbH.

Counsel to Dexia in the sale of its U.S. financial guarantee subsidiary, Financial Security Assurance, to Assured Guaranty, and related derivatives transactions.

Lead counsel to OneWest Bank, FSB and its parent IMB HoldCo LLC, an entity organized by a consortium of investors led by Dune Capital co-chief executive Steven T. Mnuchin, in the $13.9 billion acquisition of the business of IndyMac Federal Bank, FSB from the FDIC, named “Americas Private Equity Deal of the Year” by mergermarket and the Financial Times. Subsequently counsel to OneWest in its $6.1 billion acquisition of the banking operations of First Federal Bank of California in a transaction assisted by the FDIC.

Representing BBVA Compass in its acquisition of the banking operations of Guaranty Bank, including $12 billion in assets, from the FDIC, together with a loss sharing arrangement

RESTRUCTURING OF THE FINANCIAL MARKETS

Representing ICE Trust U.S. in its establishment of the first U.S. clearinghouse to clear credit default swaps.

Representing the dealer founding members of an electronic clearinghouse for credit default swaps organized by CME Group.

Representing Euronext Liffe in the insourcing of its central counterparty clearing function from LCH.Clearnet.

RESTRUCTURING OF FINANCIALLY TROUBLED COMPANIES

Representing the Vita Group, and its controlling shareholder TPG Capital, in a prepackaged debt restructuring effected by way of a U.K. scheme of arrangement.

Representing Nortel Networks and related subsidiaries in connection with its reorganization under Chapter 11 of the U.S. Bankruptcy Code, as well as under insolvency statutes in Canada and Europe. In connection with this, the firm represented Nortel in its Section 363 bankruptcy auction divestiture sales and in its negotiations for the settlement of U.S. federal income tax claims with the IRS, as well as for the settlement with the IRS and the Canadian tax authorities of a multibillion-dollar transfer pricing dispute.

Representing the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) in its negotiations with General Motors and the U.S. Treasury regarding the funding for retiree healthcare obligations in connection with the bankruptcy reorganizations of GM and Chrysler, and in negotiations with Ford Motor Company.

Representing Deutsche Bank Securities in connection with restructuring of insurance policy exposure to mortgage-backed securities of Syncora Guarantee, a financial guarantee insurance company, and related derivative transactions.

Representing an ad hoc creditors committee of GRUMA, including Deutsche Bank, Credit Suisse, JPMorgan Chase, ABN AMRO, Barclays and Standard Chartered Bank in connection with the restructuring of more than $935 million of derivative debt, Latin Lawyer’s “Restructuring Deal of the Year.”

Representing the ad hoc creditors committee of Aracruz Celulose in the restructuring of over $3 billion of derivatives and bilateral bank debt.

Representing Mosaic, one of the world's largest potash producers, on a restructuring of the financing of its Canadian operations.

Representing the super senior revolving credit facility lenders in the TI Automotive restructuring and scheme of arrangement in the U.K. courts.

CAPITAL MARKETS TRANSACTIONS

Representing Citigroup in:

• A series of public and private exchange offers totaling $58 billion, marking a significant milestone for Citigroup in its recovery from the financial crisis.
  
• Its $20 billion TARP repayment agreement and termination of the loss sharing agreement with the U.S. government, which consisted of a $17 billion common stock offering and a $3.5 billion offering of tangible equity units which, when combined, constitutes the largest public equity offering in U.S. capital markets history.
  
• A $3.5 billion issuance of Tangible Dividend Enhanced Common Stock (T-DECS), a novel financial instrument consisting of a unit comprised of a prepaid forward contract to buy a variable amount of Citigroup stock and a subordinated amortizing note, and treated for regulatory and other purposes as giving rise to substantial Tier 1 equity credit as well as favorable tax treatment.