Our extensive experience with the U.S. Securities and Exchange Commission (SEC) provides clear insight into regulatory considerations in offerings of all types; this has frequently enabled us to obtain regulatory relief for our clients. Our leadership in capital markets has put us in the position to comment with significant impact on many important financial regulatory developments throughout history, from the inception of federal securities regulation in the 1930s through developments such as Rule 144A, Regulation S, Regulation M and Sarbanes-Oxley, and most recently the 2008 Emergency Economic Stimulus Act (EESA) and Troubled Asset Repurchase Program (TARP).

• Banco Santander (Brasil). We advised Banco Santander (Brasil) on its $7.5 billion SEC-registered initial public offering of units. This was the largest IPO of 2009 and the largest-ever by a Latin American issuer.
  
  
• Banco Bilbao Vizcaya Argentaria (BBVA). We advised BBVA, a highly diversified financial group based in Spain, on its €5.1 billion ($7.1 billion) SEC-registered rights offering of ordinary shares. This was the largest equity offering in Spain in 2010 and the second-largest equity offering ever by a Spanish issuer.
  
  
• Sumitomo Mitsui Banking Corp. (SMBC). We advised SMBC, one of the largest banks in the world by assets, on its $2 billion Rule 144A/Regulation S offering of senior bonds, its $1.5 billion Rule 144A/Regulation S concurrent offerings of senior bonds and its €750 million ($1 billion) Rule 144A/Regulation S offering of subordinated bonds.
  
  
• Banco do Brasil. We advised the joint bookrunners on a $4.9 billion Rule 144A/Regulation S offering of common stock of Banco do Brasil, the largest bank in Latin America in terms of total assets.
  
  
• Comcast. We advised Comcast on the $5.1 billion Rule 144A/Regulation S offering of senior notes and the $4 billion Rule 144A/Regulation S senior notes offering by NBC Universal. The issuance of the notes is part of the $9.1 billion of financing raised by NBC Universal in connection with the joint venture between Comcast and General Electric Company.
  
  
• Apache Corporation. We advised the lead managers on SEC-registered concurrent offerings of $2.3 billion of common stock and $1.3 billion of depositary shares of Apache Corporation, a Houston-based oil and gas exploration and production company. We advised the lead managers on an aggregate of $2.5 billion SEC-registered offerings of notes by Apache Corporation.
  
  
• PPL Corporation. We advised the lead managers on concurrent SEC-registered offerings of $2.5 billion of common stock and $1.15 billion of equity units by PPL Corporation, a Pennsylvania-based electric utility company. The transaction represents the largest-ever registered equity offering by a U.S. utility company.
  
  
• The Hartford Financial Services Group. We advised the lead managers on $3.3 billion of concurrent SEC-registered offerings by The Hartford Financial Services Group, one of the largest providers of investment products and insurance products in the United States, including $1.6 billion of common stock, $575 million of depositary shares and $1.1 billion of senior notes.
  
  
• China Merchants Bank. We advised China Merchants Bank on its $3.2 billion global rights offering consisting of public offerings of shares listed on the Shanghai and Hong Kong stock exchanges and private placements to institutional investors outside the PRC and Hong Kong. This is the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to U.S. investors.
  
  
• Resolution Limited. We advised Resolution Limited, a Guernsey-incorporated company set up to acquire and consolidate life assurance, asset management, general insurance, banking and diversified general financial companies in the United Kingdom and Western Europe, on its £2 billion (US$3.2 billion) rights offering of ordinary shares. The proceeds were used to partially finance Resolution’s acquisition of the AXA UK Life Insurance Business.
  
  
• Momentive Performance Materials. We advised the initial purchasers on an $828 million aggregate Rule 144A/Regulation S offering of high-yield notes by Momentive Performance Materials, a producer of silicones and silicone derivatives, and a $440 million Rule 144A/ Regulation S offering of high-yield notes by Momentive Specialty Chemicals (formerly Hexion Specialty Chemicals), a producer of thermosetting resins. We had previously advised the initial purchaser on a $1 billion Rule 144A/Regulation S offering of high-yield senior secured notes by Hexion Specialty Chemicals.
  
  
• ArcelorMittal. We advised the joint book-running managers on a $3 billion SEC-registered offering of notes by ArcelorMittal, the world’s largest and most global steel producer. The transaction represents the third-largest steel bond offering across any market.
  
  
• PANDORA. We advised PANDORA, a Danish designer, manufacturer, marketer and distributor of hand-finished and modern jewelry, on its $2 billion Rule 144A/Regulation S IPO of common stock. This is the largest Danish IPO since 1994 and the second-largest IPO in Western Europe this year.
  
  
• Amadeus IT Holding. We advised the joint global coordinators on the €1.3 billion ($1.7 billion) Rule 144A/Regulation S initial public offering of common stock of Amadeus IT Holding, a leading transaction processor and provider of advanced technology solutions for the global travel and tourism industry. This was Spain’s first public offering on the Continuous Market of the Spanish Stock Exchanges since 2007.
  
  
• Odebrecht Drilling Norbe VIII/IX Ltd. We advised Odebrecht Drilling Norbe VIII/IX Ltd., a wholly owned project finance subsidiary of Odebrecht Óleo e Gás (OOG), on a $1.5 billion Rule 144A/Regulation S offering of senior secured notes. The note proceeds will be used to pay for the construction of two deep-sea drillships, which will be chartered to Brazil’s state-owned oil company, Petróleo Brasileiro (Petrobras) and operated by OOG. This project bond offering was the largest debt offering in Brazil in 2010 and one of the largest project bond issuances ever in Latin America.
  
  
• OSX Brasil. We advised OSX Brasil, a start-up Brazilian offshore oil and natural gas equipment and services company, on its $1.4 billion Rule 144A/Regulation S IPO of common shares on the São Paulo Stock Exchange.
  
  
• Microsoft. We advised the initial purchasers on a $1.25 billion Rule 144A offering of zero coupon convertible senior notes by Microsoft. We also advised counterparties to capped call transactions with Microsoft in connection with the convertible senior notes offering.
  
  
• BankUnited. We advised the representatives of the underwriters on the SEC-registered offering of common stock of BankUnited. Including an over-allotment option, total proceeds of the offering were approximately $900 million. The offering is the largest U.S. bank IPO in history.
  
  
• Stillwater Mining Company. We advised the lead managers on a $796 million offering of common stock of Stillwater Mining Company, the largest primary producer of platinum group metals outside of South Africa and the Russian Federation. We also advised the dealer manager and counterparty on an exchange offer of common stock and related forward transaction.
  
  
• NXP Semiconductors. We advised the lead managers on the $476 million SEC-registered IPO of common stock of NXP Semiconductors, a Dutch provider of application-specific semiconductors, including system solutions and semiconductor components internationally. We also advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of high-yield senior secured notes by NXP Semiconductors.