Notable Matters

We are advising Citigroup on its offering of new equity capital and tangible equity units in connection with the repayment of $20 billion of its TARP trust preferred securities. The offering of T-DECS was the largest equity-linked offering by a U.S. issuer in 2009.
We advised Morgan Stanley on two equity offerings and a non-FDIC guaranteed debt offering totaling over $10 billion dollars, designed to satisfy the Fed’s conditions for repaying the TARP preferred securities.
We have advised on numerous debt offerings guaranteed under the FDIC's Temporary Liquidity Guarantee Program by issuers including Morgan Stanley, General Electric Capital and MetLife.
We advised Sunitonmo Mitsui Financial Group, one of the largest financial institutions in the world, on a $9.2 billion global common stock offering.

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We are advising the joint global coordinators and joint bookrunners, together with a syndicate of underwriters, in connection with a €7.5 billion rights offering for bearer depositary receipts of Stichting ING Aandelen representing ordinary shares of ING Groep, a global financial institution based in the Netherlands.
We advised Banco Santander (Brasil), the fourth-largest multiple service bank in Brazil in terms of assets, on its $7.5 billion SEC-registered initial public offering of units, including in the form of ADSs. The offering was the largest global IPO in 2009 and the largest-ever IPO in Latin America.
We advised Banco Santander in connection with a €7.2 billion underwritten rights offering of ordinary shares.
We advised the joint book-running managers in connection with the $4.5 billion notes offering by GMAC, a global finance company, guaranteed under the FDIC's Temporary Liquidity Guarantee Program.
We advised Dexia Crédit Local, a French banking institution, in connection with its $4.5 billion notes offerings guaranteed by Belgium, France and Luxembourg, issued pursuant to Rule 144A and Regulation S.
We advised the joint book-running managers in connection with the $4 billion senior notes offering by U.S. Central Federal Credit Union, the largest corporate credit union in the United States, guaranteed by the National Credit Union Administration under the Temporary Corporate Credit Union Liquidity Guarantee Program. This was the first public offering by a federal credit union under the Temporary Corporate Credit Union Liquidity Guarantee Program.
We advised Lloyds TSB Group, a U.K. financial services group, as U.S. counsel in connection with its $3.75 billion offering of extendible notes.
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.
We advised the joint global coordinators and joint bookrunners on a $2.5 billion underwritten rights offering of new shares of DnB NOR, including a public offering in Norway and private placements to institutional investors outside Norway. Based in Oslo, DnB NOR is Norway's largest financial services group.
We advised the joint book-running managers on a $2.5 billion public notes offering by BlackRock, an investment management firm serving institutional and retail investors.
We advised the underwriters in connection with a $2 billion Schedule B debt offering by The Korea Development Bank, a government-owned financial institution that supplies capital for the financing of major industrial products.
We advised the underwriters in connection with a $2 billion Schedule B debt offering by The Export-Import Bank of Korea, an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises in conducting overseas business.
We advised Dexia Credit Local, a Dexia Group subsidiary specializing in public and project finance, in connection with its $2 billion notes issuance offered pursuant to Regulation S and Rule 144A.
We advised the joint bookrunners on a €1 billion SEC-registered common stock offering by AEGON, a Dutch insurance group.

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Notable Matters