Selected Recent Offerings

Capital Investments by Sovereign Wealth Funds
in U.S. Financial Institutions

In late 2007 and the first half of 2008, our Firm took the lead in advising on capital investments, including by sovereign wealth funds, in a number of leading U.S. financial institutions, in a role that The Wall Street Journal called “a front row seat for one of the biggest developments in the financial world in 2007.” This work was an outgrowth of the Firm’s pioneering efforts in designing the new generation of securities which provide financial institutions with equity-like treatment for capital purposes and debt-like treatment for tax purposes. These high profile deals include:

• the investment of $12.5 billion in Citigroup by a group that included the Government of Singapore Investment Corporation (GIC), the Kuwait Investment Authority and other institutional investors (representing Citigroup);
• the investment of $7.5 billion in Citigroup by the Abu Dhabi Investment Authority (representing Citigroup);
• the investment of $11.6 billion in UBS by two entities, including GIC (representing UBS);
• the investment of $6.6 billion in Merrill Lynch by the Korea Investment Corporation and the Kuwait Investment Authority, among others (representing Merrill Lynch);
• the investment of $6.2 billion in Merrill Lynch by Temasek Holdings and other institutional investors (representing Merrill Lynch); and
• the investment of $5.6 billion in Morgan Stanley by the China Investment Corporation (CIC) (representing CIC).

Global Practice: Selected Highlights from 2007 and First Half of 2008

In the U.S., beyond acting in these transactions where sovereign wealth funds were key participants, the Firm represented:

• American International Group in its capital raising with proceeds over $20 billion, including $5.8 billion equity units, $7.47 billion common stock and $6.9 billion-equivalent (denominated in US$, € and £) junior subordinated debentures (2008);
• the underwriters in the $1.4 billion IPO by American Water Works Company, the largest U.S. utility IPO ever and the second largest IPO to date in 2008;
• EchoStar Communications Corporation in the spin-off of its technology assets and certain infrastructure assets into the newly formed EchoStar Holding Corporation, valued at approximately $3.2 billion (2008);
• Lehman Brothers Holdings in its June 2008 capital raising initiative and, in connection therewith, represented Lehman Brothers Inc. as underwriter in the $6 billion common and preferred stock offering by Lehman Brothers Holdings;
• National City Corp., a major regional banking group, in its $7 billion capital raising through private placements of convertible preferred stock, common stock and warrants with institutional investors (2008);
• the underwriters in Wachovia’s $8.05 billion capital raising including common and convertible preferred stock offerings (2008);
• Goldman Sachs as underwriter in a $1 billion private placement of equity by an investment management firm, the first-ever offering to employ new procedures—known as GS TrUE—that were developed by Goldman Sachs, with S&C playing an instrumental role, and designed to provide issuers and eligible investors with the benefits of public capital markets without some of the regulatory burdens of registering with the SEC (“Innovation of the Year,” IFR, 2007); 
• the underwriters in the $1.15 billion IPO by Och-Ziff Capital Management Group (2007); and
• Prudential Financial in its $3 billion convertible notes offering (2007).

In Europe, the Firm advised:

• Suez Environnement in its spin-off from Suez (now Suez GDF) and its Euronext Paris and Euronext Brussels listings (2008); 
• the stand-by underwriter and guarantor in Groupe Eurotunnel’s $1.2 billion notes offering (2008); 
• UBS in its nearly $15 billion rights offering (2008); 
• the placing agents in the $604 million share placement on AIM by Dolphin Capital Investors (providing English law advice) (2007);  
• the underwriters in Gottex Fund Management Holdings’ $623 million global IPO and Swiss Stock Exchange listing (2007);
• the underwriters in Merck KGaA’s $2.67 billion capital increase (2007), Tognum’s $2.45 billion offering, the largest German IPO since 2000 (2007), and Hamburger Hafen und Logistik’s $1.7 billion IPO (2007) (providing German and U.S. law advice on each);
• Paris Re in its $355.9 million global IPO and Euronext Paris listing (providing French and U.S. law advice) (2007);
• Realia Business of Spain in its $1.1 billion IPO in Spain (2007);
• the underwriters in the $1.89 billion IPO by STRABAG, the largest public offering to date in Austria (2007); 
• Allianz, Bank of Ireland, Barclays Bank, BP, Diageo, ING Group, KfW, Royal Philips Electronics, UBS and Vodafone, among other major European companies, as issuers in debt or hybrid securities offerings; and
• the underwriters in debt offerings by Eksportfinans, European Investment Bank and Telecom Italia, among others, including in AstraZeneca’s $6.9 billion debt offering (“Corporate Bond of the Year,” Financial News, and “US Dollar Bond of the Year,” IFR, 2007).

In the Asia Pacific region, S&C represented:

• Iluka Resources Limited, an Australian company engaged in the mining and production of mineral sands, in its $333 million rights offering (2008);
• a European client as the selling shareholder in two offerings of shares in LG Display Co. of the Republic of Korea (formerly known as LG.Philips LCD) (aggregate $3.15 billion, 2008, 2007) and in an offering of shares in Taiwan Semiconductor Manufacturing ($2.56 billion, 2007);
• the underwriters in the global IPOs and Tokyo Stock Exchange listings of Sony Financial Holdings ($2.96 billion; “Asia-Pacific Equity Issue of the Year,” IFR, 2007 and “Equity Market Deal of the Year,” ALB Japan Law Awards), USJ Co. Ltd. ($263.2 million, 2007) and Seven Bank ($502 million, 2008);
• the underwriters in a $2.4 billion equity offering and a $650 million debt offering by Australian retailer Wesfarmers (2008);
• the issuer in Alibaba.com Limited’s $1.69 billion global IPO and listing in Hong Kong (Finance Asia’s “Best Equity Deal of the Year”/“Best IPO of the Year,” 2007), China Digital TV Holding’s $221 million IPO and NYSE listing and HSBC China Dragon Fund’s $475.6 million global IPO and listing in Hong Kong (2007); 
• the underwriters in the IPOs and NYSE listings of China Nepstar Chain Drugstore and Yingli Green Energy Holding (2007); and
• Tata Motors of India in a convertible bond offering (Finance Asia’s “Most Innovative Deal,” 2007).

In Latin America, the Firm represented:

• Corporación Andina de Fomento, the multilateral development bank for Andean countries, in two SEC-registered debt offerings (2008, 2007);
• the underwriters in two offerings by Pemex, the Mexican state-owned oil company ($1.5 billion, 2008 and $2 billion, 2007);
• Bancolombia in its first SEC-registered equity offering since its 1995 IPO and in its first-ever SEC-registered debt offering (2007); 
• the underwriters in two hybrid securities offerings by CEMEX with an aggregate value of approximately $1.74 billion (2007); 
• Ixe Banco of Mexico in its first international capital markets issue (2007);
• Transportadora de Gas del Sur of Argentina in a tender offer and notes offering (2007); and
• the underwriters in multiple SEC-registered sovereign bond offerings by the Federative Republic of Brazil, the Republic of Colombia, the Republic of Panama and the United Mexican States, including Brazil’s first SEC-registered global offering after S&P’s upgrade of Brazil’s external medium- and long-term obligations to investment grade (2008) and Panama’s successful exchange offer and concurrent new notes offering (2008).