Notable Matters

General Motors Co. We advised the underwriters on the $23.1 billion initial public offering of common stock and convertible junior preferred stock of General Motors Company. This is the largest IPO in history.
Agricultural Bank of China. We advised Agricultural Bank of China, a leading commercial bank in China in terms of total assets, loans and deposits, on its $22 billion Rule 144A/Regulation S global IPO and dual listing of H shares and A shares. This is the second-largest IPO in history and the largest-ever by an Asian issuer.
AIA Group Limited. We advised the Federal Reserve Bank of New York (FRBNY) in connection with the HK$159 billion (US$20.5 billion) global offering by AIA Group Limited, consisting of an initial public offering on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A and Regulation S. This is the largest-ever IPO on the Hong Kong Stock Exchange.
Visa. We advised the underwriters on the $19.65 billion initial public offering of Visa, the second-largest U.S. IPO in history.
Deutsche Bank. We advised the joint bookrunners on the €10.2 billion ($13.3 billion) rights offering of ordinary shares of Deutsche Bank. This is the largest German capital raising in over 10 years.

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Sumitomo Mitsui Financial Group. We advised Sumitomo Mitsui Financial Group on its ¥1 trillion ($11.1 billion) Rule 144A/Regulation S global offering of common stock.
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 offering ever by a Spanish issuer.
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.
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.
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.
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.
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.

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Notable Matters