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), Troubled Asset Repurchase Program (TARP) and the JOBS Act.

• CNOOC ($8 billion). We advised CNOOC on a $4 billion Rule 144A/Regulation S offering of guaranteed notes and a previous $2 billion Rule 144A/Regulation S offering of guaranteed notes by its wholly owned subsidiary, CNOOC Finance. CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas, and a dominant oil and natural gas producer in offshore China. We also advised the initial purchasers on an earlier $2 billion Rule 144A/Regulation S offering of notes by CNOOC Finance.
  
  
• Banco Santander (Brasil) ($7.5 billion). We advised Banco Santander (Brasil) on its SEC-registered initial public offering of units. This was the largest IPO of 2009 and the largest-ever by a Latin American issuer.
  
  
• Intel ($5 billion). We advised the joint book-running managers on a $5 billion SEC-registered offering of notes by Intel, a leading designer, manufacturer and seller of integrated circuits for computing and communications industries worldwide.
  
  
• Santander Mexico ($4.1 billion). We advised Grupo Financiero Santander México, the second-largest financial services holding company in Mexico, on its $4.1 billion global offering, which included a $3.3 billion SEC-registered IPO of ADSs and a $780 million offering of Series B shares. This is the largest equity offering in Latin America so far in 2012, the largest-ever debut to take place on the Mexican market and the second-largest IPO in the world so far in 2012.
  
  
• CNOOC Limited ($4 billion). We advised CNOOC Limited as to U.S. and Hong Kong law on its $4 billion Rule 144A/Regulation S guaranteed notes offering.
  
  
• LyondellBasell Industries ($4 billion). We advised the initial purchasers on a $3 billion and a $1 billion Rule 144A/ Regulation S offering of high-yield senior notes by LyondellBasell Industries, the world’s third-largest independent chemical company based on revenues and an industry leader in many of its product lines. We also advised the dealer managers in connection with Lyondell Chemical Company’s cash tender offer and consent solicitation for its 8% senior secured notes due 2017 and its 11% senior secured notes due 2018.
  
  
• PPL Corporation ($3.65 billion). We advised the lead managers on concurrent SEC-registered offerings of common stock and 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.
  
  
• Google ($3 billion). We advised the joint book-running managers on a $3 billion SEC-registered offering of notes by Google. This was Google’s debut SEC-registered debt offering.
  
  
• ArcelorMittal ($3 billion). We advised the joint book-running managers on an 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.
  
  
• OGX ($2.6 billion). We advised OGX Petróleo e Gás, the largest independent oil and natural gas exploration and production company in Latin America, on its Rule 144A/Regulation S offering of high-yield senior notes. This offering was the largest-ever high-yield notes offering by a Latin American issuer.
  
  
• Prada ($2.5 billion). We advised Prada, one of the world’s most prestigious fashion and luxury goods groups, on its Rule 144A/Regulation S IPO and Hong Kong Stock Exchange listing of ordinary shares. This was the largest Hong Kong IPO in 2011.
  
  
• Banco do Brasil ($1.75 billion). We advised the initial purchasers on a $1 billion offering and $750 million reopening of Tier I perpetual non-cumulative junior subordinated securities by Banco do Brasil, the largest bank in Latin America in terms of total assets. This transaction was the first issuance ever by a Latin American bank of Tier 1 capital securities structured to comply with the expected implementation of Basel III.
  
  
• Arcos Dorados Holdings ($1.4 billion). We advised Arcos Dorados Holdings, the world’s largest McDonald’s franchisee and the largest quick service restaurant chain in Latin America and the Caribbean, on its SEC-registered IPO of Class A shares. This was the largest IPO by a Latin American issuer in 2011.
  
  
• Yandex ($1.4 billion). We advised the underwriters on the SEC-registered IPO of Class A shares by Yandex, the leading Internet company in Russia, operating the most popular search engine and the most visited website. The offering was the biggest technology IPO worldwide in 2011.
  
  
• Microsoft ($1.25 billion). We advised the initial purchasers on a 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 ($900 million). We advised the representatives of the underwriters on the SEC-registered offering of common stock of BankUnited. The offering is the largest U.S. bank IPO in history.
  
  
• Manchester United ($233 million). We advised the joint book-running managers on the SEC-registered IPO of Class A ordinary shares of Manchester United, one of the most popular and successful sports teams in the world.