Our Approach

Lead counsel to the Federal Reserve Bank of New York and the U.S. Department of the Treasury on a series of unprecedented transactions involving AIG, including:

• The Fed’s September 2008 $85 billion credit facility and related equity ownership rights
• The issuance in November 2008 of $40 billion of preferred stock to Treasury and the creation of Maiden Lane II and III to address issues arising out of AIG's securities lending program and credit default swaps 
• The establishment in March 2009 of a $30 billion equity capital facility from Treasury
• The exchange by the Fed in December 2009 of $25 billion of AIG debt under the Fed credit facility for preferred interests in the holding companies for American International Assurance Company, Ltd. (AIA) and American Life Insurance Company Inc. (ALICO) 
• The $15.5 billion sale of ALICO to MetLife
• The $20.5 billion initial public offering of AIA
• The recapitalization completed in January 2011, which resulted in AIG's repayment of the Fed's original credit facility and Treasury's ownership of approximately 92% of AIG's common stock and approximately $20 billion of preferred equity interests in AIA and ALICO holding companies

Lead counsel to Citi on all of its major financial crisis-related matters:

• The $3.2 billion sale of CitiFinancial Auto's auto loan portfolio to Santander Consumer USA, Santander and Citi also entered into an agreement under which Santander will service a portfolio of approximately $7.2 billion of auto loans that will be retained by Citi
• Its $20.5 billion 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.
• The conversion into common stock of $58 billion of preferred stock held by the U.S. government and private investors
• Its realignment into two businesses, Citicorp and Citi Holdings
• Its joint venture with Morgan Stanley that combined Morgan Stanley’s Global Wealth Management Group and Citi’s Smith Barney retail brokerage units in the U.S., U.K. and Australia, creating the largest U.S. brokerage 
• Its agreement with agencies of the U.S. government pursuant to which the government has provided a package of guarantees on $306 billion of assets, liquidity access and capital and the subsequent termination of the agreement
• Its proposed $56 billion rescue of Wachovia

Lead counsel to the Federal Reserve Bank of New York on the:

• U.S. Treasury’s $250 billion bank capital purchase program
• Creation of the Term Asset-Backed Securities Loan Facility (TALF), through which the New York Fed will extend up to $1 trillion in non-recourse loans to certain holders of newly issued AAA-rated asset-backed securities collateralized by mortgage-backed securities, student loans, consumer loans and small-business loans, among others

Lead counsel to Ford on its restructuring plans, including a:

• $1.8 billion SEC-registered offering of warrants by the UAW Retiree Medical Benefits Trust, the first warrant offering structured as a Dutch auction since the U.S. Treasury sales of TARP warrants
• $5.9 billion Advanced Technology Vehicles Manufacturing Incentive Program loan from the U.S. Department of Energy
• $2.875 billion SEC-registered convertible senior notes offering, the second-largest equity-linked debt offering in 2009
• $1.6 billion SEC-registered offering of common stock, the first in the company’s history
• Debt restructuring that resulted in debt reduction of $10 billion through a:
  • Conversion offer to pay a premium in cash to induce the holders of Ford’s convertible notes to convert their convertible notes into shares of Ford’s common stock
  • $1.3 billion cash tender offer by Ford Credit for certain of Ford’s outstanding unsecured bonds
  • $500 million Dutch auction cash tender offer by Ford Credit for Ford’s senior secured term loans

Counsel to Her Majesty’s Government (HMG) on U.S. bank regulatory and other issues relating to HMG’s plan to provide financial support to the U.K. banking system.

Lead counsel to Citi as the organizer of a multi-bank financing on a potential pre-bankruptcy acquisition of Lehman by Barclays. The firm is also advising several major financial institutions on credit exposure issues relating to Lehman.

Lead counsel to Lloyds TSB on U.S. bank regulatory matters on its acquisition of HBOS. We are also lead U.S. counsel to Lloyds on the investment by HMG.

Counsel to Morgan Stanley on various financial crisis-related matters, including:

• The bank regulatory, compliance and corporate issues related to its conversion into a bank holding company
• The structuring of the convertible preferred securities that Morgan Stanley sold to Mitsubishi
• Its issuance of $10 billion in TARP preferred securities and warrants pursuant to the U.S. Treasury's $250 billion bank capital purchase program
• Its recent capital-raising activity, including two equity offerings and a non-FDIC guaranteed debt offering totaling over $10 billion, designed to satisfy the Fed's conditions for repaying the TARP preferred securities
• Its agreement with the U.S. Department of the Treasury to repurchase, for $950 million, the warrant previously issues to the U.S. Treasury pursuant to the TARP Capital Purchase Program

Counsel to PIMCO, a leading global investment management firm, in connection with assignments under TARP (Troubled Assets Relief Program).

Lead U.S. counsel to The Royal Bank of Scotland Group on an investment by HMG.

Lead counsel to Banco Santander on its $1.9 billion acquisition of Sovereign Bancorp.

Providing legal and technical support to the Securities Industry and Financial Markets Association, the leading U.S. financial industry association, on financial regulatory issues, including the $700 billion TARP and other U.S. government rescue programs and financial regulatory restructuring, including the creation of a systemic risk regulator.