http://www.davispolk.com/ en-us © 2011 Davis Polk & Wardwell LLP Fri, 24 May 2013 09:16:45 GMT Fri, 24 May 2013 09:16:45 GMT http://www.davispolk.com/events/detail.aspx?event=469 Event eecdb96d-13af-492f-ad4d-fbd66d9b55fc Wed, 05 Jun 2013 12:00:00 GMT Davis Polk advised China Galaxy Securities Co., Ltd (“China Galaxy Securities”) in connection with its initial public offering and listing on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$8.3 billion ($1.1 billion) without the exercise of the over-allotment option. http://www.davispolk.com/news/detail.aspx?news=2265 News 20621b61-af31-4150-ae1e-14213720444b Wed, 22 May 2013 00:00:00 GMT Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $2 billion aggregate principal amount of 4.1% subordinated notes due 2023. http://www.davispolk.com/news/detail.aspx?news=2270 News da33a583-8703-45d4-8c80-25e52fe01584 Tue, 21 May 2013 00:00:00 GMT Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of AUD 700 million aggregate principal amount of 4.75% fixed-rate senior registered notes due 2018. http://www.davispolk.com/news/detail.aspx?news=2267 News 5f5c7ef8-5113-4ded-8732-1a9c74f11476 Fri, 17 May 2013 00:00:00 GMT Davis Polk advised Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC as the underwriters in an SEC-registered public offering by Fifth Third Bancorp of 600,000 depositary shares, each representing a 1/25th ownership interest in a share of its 5.1% fixed-to-floating rate non-cumulative perpetual preferred stock, Series H, no par value per share, with a liquidation preference of $25,000 per share. http://www.davispolk.com/news/detail.aspx?news=2261 News 2d7cdfd6-f093-4eb1-8a8d-dbd28b7cc5fc Thu, 16 May 2013 00:00:00 GMT On May 1, 2013, the Securities and Exchange Commission took long-awaited action to propose rules governing cross-border activities in security-based swaps. The SEC’s proposal, developed over the course of more than two years, reflects a holistic approach that differs in key respects from that taken by the Commodity Futures Trading Commission with respect to transnational swap activities. In light of the far-ranging significance of its cross-border proposal, the SEC has reopened comment periods for many of its previously proposed security-based swap regulations and its policy statement on the sequencing of compliance with these rules. This memorandum provides an overview of key provisions of the SEC’s proposal, highlighting the most important differences from the CFTC Proposal. /files/Publication/78d6def3-0e03-45cc-a376-f90ec865a71c/Presentation/PublicationAttachment/5654ec69-c2b6-4952-9b6c-f9a2b0ef9948/051613.Cross-Border.pdf Publication 78d6def3-0e03-45cc-a376-f90ec865a71c Thu, 16 May 2013 00:00:00 GMT Davis Polk advised Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as joint book-running managers in connection with the initial public offering of 20,000,000 units of Capitol Acquisition Corp. II, including 2,000,000 units purchased pursuant to the underwriters’ over-allotment option, for an aggregate of $200 million. http://www.davispolk.com/news/detail.aspx?news=2249 News 61850d87-5538-4d24-aa7a-467bb22406d8 Wed, 15 May 2013 00:00:00 GMT Davis Polk advised Jefferies LLC and JMP Securities LLC as joint bookrunners in connection with a Rule 144A and Regulation S offering by Cash America International, Inc. of $300 million aggregate principal amount of 5.75% senior notes due 2018. http://www.davispolk.com/news/detail.aspx?news=2260 News 147755c2-4273-47a4-aed9-dafbb1c68fbb Wed, 15 May 2013 00:00:00 GMT Davis Polk advised J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters, in connection with a $967 million SEC-registered secondary offering of 40,714,704 shares of Vantiv, Inc.’s Class A common stock by Fifth Third Bank and certain funds managed by Advent International Corporation at a price to the public of $23.75 per share. http://www.davispolk.com/news/detail.aspx?news=2258 News 44401440-ec04-4f85-b011-d9ae19b4b756 Wed, 15 May 2013 00:00:00 GMT A Report of the Failure Resolution Task Force of the Financial Regulatory Reform Initiative of the Bipartisan Policy Center /files/Publication/a56ed0ba-770b-4384-896f-d271bcc412a3/Presentation/PublicationAttachment/15b57914-1072-42a3-abd7-d35b080f8b0f/Too.Big.To.Fail.pdf Publication a56ed0ba-770b-4384-896f-d271bcc412a3 Tue, 14 May 2013 00:00:00 GMT Davis Polk advised Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as the underwriters in an SEC-registered public offering of 8,744,850 shares of common stock, par value $0.01 per share, of Webster Financial Corporation, sold by Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P., as the selling stockholders. http://www.davispolk.com/news/detail.aspx?news=2246 News 2310df22-09d8-48f9-bf1c-3b2bf896ef6c Mon, 13 May 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=471 Event 016212f0-3def-4aef-8a39-38ef1671f196 Wed, 08 May 2013 12:00:00 GMT Davis Polk advised Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Citigroup Global Markets Inc. as representatives of the several underwriters in connection with the $1.27 billion offering of 65,192,307 shares of common stock of ING U.S., Inc., at a price to the public of $19.50 per share. http://www.davispolk.com/news/detail.aspx?news=2239 News c64e39f1-d02a-4b70-97c9-2b76581b81ec Tue, 07 May 2013 00:00:00 GMT Davis Polk advised CITIC Securities Corporate Finance (HK) Limited, Bank of China Limited, Bank of China (Hong Kong) Limited, Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation Limited, Standard Chartered Bank, Merrill Lynch International, Deutsche Bank AG, Singapore Branch, Crédit Agricole Corporate and Investment Bank, J.P. Morgan Securities plc, Barclays Bank PLC and ABCI Capital Limited as joint bookrunners in connection with a Regulation S offering of $800 million aggregate principal amount in 2.5% credit enhanced bonds due 2018 by CITIC Securities Finance 2013 Co., Ltd. http://www.davispolk.com/news/detail.aspx?news=2237 News 332ef89e-bae1-4600-95c7-21e00e87ef77 Mon, 06 May 2013 00:00:00 GMT Davis Polk advised Banco do Brasil Securities LLC, J.P. Morgan Securities LLC, Bradesco Securities, Inc., Itaú BBA USA Securities, Inc., BTG Pactual US Capital LLC, Citigroup Global Markets Inc., Brasil Plural Securities LLC and Banco Votorantim Securities as joint bookrunners on the Rule 144A/Regulation S initial public offering of common shares of BB Seguridade Participações S.A. on the São Paulo Stock Exchange. http://www.davispolk.com/news/detail.aspx?news=2227 News f687652c-f914-4069-a7bf-ca4521c63595 Thu, 02 May 2013 00:00:00 GMT On April 22, 2013, the Financial Industry Regulatory Authority (“FINRA”) issued an Interpretive Letter to ALPS Distributors, Inc. setting forth guidance regarding the use of pre-inception index performance (“PIP”) data for exchange-traded products (“ETPs”) in institutional communications. /files/Publication/cf131f90-efc8-4b52-a59e-6da2a4ff5840/Presentation/PublicationAttachment/0e3e142f-0a99-4957-8536-6f1b811b3758/05.02.13.FINRA.Releases.pdf Publication cf131f90-efc8-4b52-a59e-6da2a4ff5840 Thu, 02 May 2013 00:00:00 GMT In the past month, no rulemaking requirements were due and 5 rulemaking requirements were met with finalized rules. No new rules that would meet rulemaking requirements were proposed. As of May 1, 2013, a total of 279 Dodd-Frank rulemaking requirement deadlines have passed. Of these 279 passed deadlines, 175 (62.7%) have been missed and 104 (37.3%) have been met with finalized rules. In addition, 153 (38.4%) of the 398 total required rulemakings have been finalized, while 129 (32.4%) rulemaking requirements have not yet been proposed. /files/Publication/6976ef74-5c24-4b4b-b44e-3fb7cc532b5e/Presentation/PublicationAttachment/b47a7cc4-bfb1-49c4-ad55-40b8c4b7d3b1/May2013_Dodd.Frank.Progress.Report.pdf Publication 6976ef74-5c24-4b4b-b44e-3fb7cc532b5e Wed, 01 May 2013 00:00:00 GMT The bill announced by Senators Sherrod Brown (D-Ohio) and David Vitter (R-La.) is the latest volley in the ongoing debate about whether financial reform has gone far enough in ending the risk that some banks are too big to fail. Although it is highly unlikely that the Brown-Vitter bill, in its current form, will become law, its erroneous assumptions and assertions, as well as the policy measures proposed by the bill, could resurface, either in other bills or as pressure on regulators to transform the financial regulatory landscape. This commentary on the Brown-Vitter bill consists of a policy discussion of the bill in Part I and an analysis of the bill’s key provisions in Part II. Part II also includes a visual overview of capital requirements in the Brown-Vitter bill and a chart comparing the bill’s equity capital ratio with the U.S. leverage ratio and the proposed Basel III supplementary leverage ratio. /files/Publication/4664ec91-6233-48ed-8645-00db44eeb9fe/Presentation/PublicationAttachment/b9d7cae5-07e9-4ccb-8884-011abbf0b823/043013_Brown_Vitter_Commentary_Analysis.pdf Publication 4664ec91-6233-48ed-8645-00db44eeb9fe Tue, 30 Apr 2013 00:00:00 GMT A working group of the International Organization of Securities Commissions (IOSCO), the Madrid-based international policy forum for securities regulators from more than 115 jurisdictions, published for public comment a consultation report on April 18, 2013. The working group proposes that the regulatory challenges posed by retail structured products, particularly in the area of investor protection, need to be addressed not only by requiring proper suitability determinations by distributors at the time of sale, but also by focusing on structurers and issuers earlier in the process of product design. The consultation report analyzes trends along the entire “value-chain” of the retail structured product market, from design and issuance of the products to marketing, distribution and post-sale practices, and proposes a “Regulatory Toolkit” setting out regulatory options that IOSCO members may find useful in addressing concerns with retail structured products. /files/Publication/79c1c987-07c6-4eaa-a0ad-024fe2cce9d3/Presentation/PublicationAttachment/1288d7e8-8b0e-43b6-995e-03ab66c01c0b/04.30.13.IOSCO.Releases.pdf Publication 79c1c987-07c6-4eaa-a0ad-024fe2cce9d3 Tue, 30 Apr 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=470 Event 4cde8e90-fdf5-4e19-a57f-305911f6cf80 Wed, 24 Apr 2013 12:00:00 GMT Davis Polk advised Banco de Crédito del Perú (BCP) on its offer to exchange up to $350 million aggregate principal amount of its outstanding $700 million 4.75% senior notes due 2016 for its 4.25% senior notes due 2023. http://www.davispolk.com/news/detail.aspx?news=2220 News b582a1b4-ecef-4205-8751-002c637e36de Tue, 23 Apr 2013 00:00:00 GMT Almost half a decade after the onset of the financial crisis, populist sentiment and the resulting political environment continue to fuel stricter regulation of executive and director compensation, with the latest wave in Europe including substantive restrictions on compensation in the financial services industry and “say-on-pay” initiatives (i.e., initiatives providing for shareholder approval of compensation). This memorandum describes these recent European compensation developments, namely: The so-called “banker bonus cap” – substantive limits on the amount of variable compensation that can be paid to certain employees at financial institutions; and Say-on-pay developments in the E.U. and Switzerland. /files/Publication/f3691634-6c28-4c9a-bbbd-bba7a8ad07e0/Presentation/PublicationAttachment/2679f2aa-634f-4093-9a35-c44b9c147edb/04.23.12.European.Compensation.pdf Publication f3691634-6c28-4c9a-bbbd-bba7a8ad07e0 Tue, 23 Apr 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2213 News 13430d0e-30e1-4d60-b812-4db182733a54 Fri, 19 Apr 2013 00:00:00 GMT Davis Polk advised Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters in connection with an SEC-registered offering by The Hartford Financial Services Group, Inc. (The Hartford) of $300 million of 4.3% senior notes due 2043. http://www.davispolk.com/news/detail.aspx?news=2200 News 793ce5a4-893e-4b33-bd23-1324e0be6d4b Thu, 18 Apr 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2197 News e2b00cad-a740-4d5c-a1d9-e2ce9401ce72 Tue, 16 Apr 2013 00:00:00 GMT In advance of swap reporting and clearing deadlines, the CFTC adopted a final rule providing an exemption for inter-affiliate swap clearing and the staff issued a no-action letter providing limited relief for inter-affiliate swap reporting. Both sets of relief are subject to significant conditions that may limit their utility for many swap counterparties. The CFTC staff also extended the commencement date for swap data repository reporting of swaps for certain counterparty types and products, as described in the final section of this memorandum. /files/Publication/090cda8a-e098-4c9b-a1b8-79b53e2e70d6/Presentation/PublicationAttachment/5eadd482-17b6-44c2-86ba-7c1097795a87/041513.Interaffiliate.pdf Publication 090cda8a-e098-4c9b-a1b8-79b53e2e70d6 Mon, 15 Apr 2013 00:00:00 GMT Firms offering comprehensive financial services scored a significant victory on April 9, 2013, when Judge Robert Sweet of the United States District Court for the Southern District of New York dismissed Capmark Financial Group Inc.’s (“Capmark”) insider preference action against four lender affiliates of The Goldman Sachs Group, Inc. (“Goldman Sachs”), which arose out of Capmark’s 2009 bankruptcy. Davis Polk represented the Goldman Sachs lender affiliates and advanced the arguments adopted by Judge Sweet. The Court’s opinion rejected Capmark’s attempt to cast the lenders as “insiders” of Capmark based on an indirect equity interest in Capmark held by funds managed by affiliates of Goldman Sachs and Goldman Sachs’s service as an advisor to Capmark. In doing so, Judge Sweet reaffirmed that corporate veils separating a lender from an affiliated entity holding equity positions or serving as advisor to the debtor will not lightly be disregarded, and that participation in an arm’s-length transaction as an ordinary commercial lender will not give rise to insider status. Furthermore, Judge Sweet held that reorganized debtors are judicially estopped from making an about-face on key factual issues underlying relief secured in bankruptcy court. In sum, the Capmark decision should pose a substantial obstacle to claims alleging that a lender is an “insider” by virtue of affiliated entities’ contacts with a debtor in the absence of evidence that the lender actually used the affiliates’ contacts to influence the debtor’s decisions. /files/Publication/54716452-7e16-4962-99a8-7dc865b514ff/Presentation/PublicationAttachment/87291dac-f55c-4e98-8ccf-7f1fafa86bde/041513.capmark.pdf Publication 54716452-7e16-4962-99a8-7dc865b514ff Mon, 15 Apr 2013 00:00:00 GMT Davis Polk advised Banco de Crédito del Perú (BCP), acting through its Panamanian branch, in connection with the reopening of BCP’s $170 million fixed-to-floating-rate subordinated notes due 2027, which constitute a further issuance of BCP’s $350 million fixed-to-floating- rate subordinated notes due 2027 that were issued on April 24, 2012, pursuant to Rule 144A and Regulation S under the Securities Act. http://www.davispolk.com/news/detail.aspx?news=2188 News 218aacc3-6921-491d-baa1-b9f362babec9 Tue, 09 Apr 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=468 Event df480bba-c2b1-42ce-b317-bfb48852c721 Thu, 04 Apr 2013 12:00:00 GMT Regulation FD, adopted by the SEC in 2000, prohibits “selective disclosure” by requiring public companies to disclose material information through broadly accessible channels. Thirteen years ago, this meant EDGAR filings, press releases and quarterly earnings calls. This week the SEC issued a report of investigation under Section 21(a) of the Securities Exchange Act of 1934 regarding its inquiry into a post by Netflix’s CEO on his personal Facebook page. In the report, the SEC affirmed that a company may use social media to communicate with investors without violating Regulation FD – as long as the company had adequately informed the market that material information would be disclosed in this manner. The report states that whether a company’s social media disclosure satisfies Regulation FD will depend upon the principles outlined in the SEC’s 2008 guidance, Commission Guidance on the Use of Company Web Sites, while recapping that guidance in a way that should make these principles more workable for companies that want to use websites, social media and other evolving communication methods to disclose important information to the market. With the benefit of this Section 21(a) report, companies should be comfortable using evolving communication methods for corporate disclosure. Companies should continue to thoughtfully plan how to ensure that these methods alone can satisfy Regulation FD, and should remain alert to other possible federal securities law concerns that can arise when they or their executives use these methods to deliver corporate news. Below we offer a few insights into the report as well as some strategies to follow when making Regulation FD-sensitive corporate disclosures via non-traditional channels. /files/Publication/9f37beca-648d-4b90-b88e-d275ced5aacb/Presentation/PublicationAttachment/eff46a64-d45e-4d70-8c7a-d456c68ef634/040413.social.media.pdf Publication 9f37beca-648d-4b90-b88e-d275ced5aacb Thu, 04 Apr 2013 00:00:00 GMT Davis Polk advised Banco de Crédito del Perú (BCP), on a Rule 144A and Regulation S offering of $350 million aggregate principal amount of 4.25% senior notes due 2023. http://www.davispolk.com/news/detail.aspx?news=2184 News adaac306-b9d4-4fe2-b50e-b1e2dd0dcf63 Tue, 02 Apr 2013 00:00:00 GMT In the past month, no Dodd-Frank rulemaking requirement deadlines passed or were met with finalized rules. No new rules that would meet rulemaking requirements were proposed. As of April 1, 2013, a total of 279 Dodd-Frank rulemaking requirement deadlines have passed. Of these 279 passed deadlines, 176 (63.1%) have been missed and 103 (36.9%) have been met with finalized rules. In addition, 148 (37.2%) of the 398 total required rulemakings have been finalized, while 129 (32.4%) rulemaking requirements have not yet been proposed. /files/Publication/900769d7-74f0-474c-9bce-0014949f0685/Presentation/PublicationAttachment/3983137e-639b-4bbc-a901-002b21e2e246/Apr2013_Dodd.Frank.Progress.Report.pdf Publication 900769d7-74f0-474c-9bce-0014949f0685 Mon, 01 Apr 2013 00:00:00 GMT The staff of the SEC’s Division of Trading and Markets recently released answers to frequently asked questions (“FAQs”) about Securities Exchange Act Rule 15a-6, which are available here. While the FAQs largely do not break new ground, they do provide some useful clarifications and confirmations of existing interpretations. /files/Publication/a640a322-f4f9-4a36-bced-16172650ee1b/Presentation/PublicationAttachment/96d69809-0b03-46bf-9590-18648f432062/15a-6.html Publication a640a322-f4f9-4a36-bced-16172650ee1b Wed, 27 Mar 2013 00:00:00 GMT Davis Polk advised underwriters represented by Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner and Smith Incorporated and Wells Fargo Securities, LLC in connection with an offering by The Hanover Insurance Group, Inc. of $175 million principal amount of its 6.35% subordinated debentures due 2053. http://www.davispolk.com/news/detail.aspx?news=2173 News c0262019-2908-4b30-a37e-e9e2da89f3fb Wed, 27 Mar 2013 00:00:00 GMT Davis Polk advised J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as underwriters in connection with an SEC-registered offering of 7 million shares of Hawaiian Electric Industries, Inc.’s common stock (NYSE: HE) and advised an affiliate of J.P. Morgan Securities LLC in connection with the concurrent execution of forward sale agreements relating to an equal number of shares. http://www.davispolk.com/news/detail.aspx?news=2161 News 2c9ec6e1-a250-4288-b133-11744af31a27 Mon, 25 Mar 2013 00:00:00 GMT Davis Polk advised Banco Santander, S.A. in connection with its cash tender offer for any and all of the outstanding fixed-to-floating callable subordinated notes due 2019 issued by Santander Issuances S.A. Unipersonal and guaranteed by Banco Santander, S.A. http://www.davispolk.com/news/detail.aspx?news=2137 News e804ed57-09fa-4b42-8955-60ff6de54089 Wed, 20 Mar 2013 00:00:00 GMT Davis Polk advised Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the underwriters on the SEC-registered secondary offering of 22,540,000 shares of common stock of BankUnited, Inc. sold by investment funds affiliated with The Blackstone Group, The Carlyle Group, Centerbridge Partners, L.P., WL Ross & Co. LLC and certain officers and directors of BankUnited, Inc. http://www.davispolk.com/news/detail.aspx?news=2140 News ce08650d-40c9-4178-b540-6982f4f9f10e Wed, 20 Mar 2013 00:00:00 GMT Davis Polk advised E*TRADE Financial Corporation in connection with an SEC-registered block trade by Citadel Equity Fund Ltd., an affiliate of Citadel LLC, of 27,394,448 shares of E*TRADE common stock. http://www.davispolk.com/news/detail.aspx?news=2128 News aa0ef218-a5a5-4d2c-93c3-58698422a324 Mon, 18 Mar 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=439 Event 86175a5c-48c8-45fe-bfa7-4368339f1efd Sun, 17 Mar 2013 12:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=444 Event 587c927a-28ca-48fd-8248-7252e5fae32d Sun, 17 Mar 2013 12:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=464 Event 2acaacea-6e28-4736-9a9d-3450c502863e Thu, 14 Mar 2013 12:00:00 GMT Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of €1.25 billion aggregate principal amount of 2.25% fixed-rate senior notes due 2018. http://www.davispolk.com/news/detail.aspx?news=2152 News d947bf4a-5549-469f-8423-83f08669d66e Thu, 14 Mar 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=465 Event ade0a5dc-83d1-45e3-912b-36347bf54822 Wed, 13 Mar 2013 12:00:00 GMT Davis Polk is advising Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank) on its €1.935 billion sale of approximately 90.01% of the equity in Robeco Groep N.V. to ORIX Corporation. http://www.davispolk.com/news/detail.aspx?news=2106 News b4caed88-406f-4b14-afdb-e6fb266e7f5d Wed, 13 Mar 2013 00:00:00 GMT As a result of the Dodd-Frank Act, the over-the-counter derivatives markets have become subject to significant new regulatory oversight. As the markets respond to these new regulations, the menu of derivatives instruments available to asset managers, and the costs associated with those instruments, will change significantly. As the first new swap rules have come into effect in the past several months, market participants have started to identify risks and costs, as well as new opportunities, arising from this new regulatory landscape. This memorandum is designed to provide asset managers with background information on key aspects of the swap regulatory regime that may impact their derivatives trading activities. The memorandum highlights practical considerations and potential opportunities for asset managers, as they assess the impact these regulations will have on their trading activities. /files/Publication/3da4a30d-abe5-49a6-9363-01c2f424b433/Presentation/PublicationAttachment/061b111b-c2c6-4d21-b8e9-4d183b49161d/An_Asset_Managers_Guide_to_Swap_Trading.pdf Publication 3da4a30d-abe5-49a6-9363-01c2f424b433 Mon, 11 Mar 2013 00:00:00 GMT Davis Polk advised RBC Capital Markets, LLC and Wells Fargo Securities, LLC as lead managers on an SEC-registered offering by Royal Bank of Canada of $1 billion aggregate principal amount of 0.85% senior notes due 2016 and $1 billion aggregate principal amount of senior floating-rate notes due 2016 under its $25 billion medium-term notes program. http://www.davispolk.com/news/detail.aspx?news=2143 News 8a95afe7-19e4-4323-82b6-73dc194d723c Fri, 08 Mar 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=427 Event 4a44ec0a-22e5-4a51-be79-0663f37d63b7 Thu, 07 Mar 2013 12:00:00 GMT Davis Polk advised UBS Limited as dealer manager in connection with cash tender offers by UBS AG for up to $2.5 billion aggregate principal amount of certain of its U.S. dollar-denominated senior notes and up to €2.25 billion aggregate principal amount of certain of its Euro- and Italian lira-denominated senior notes. http://www.davispolk.com/news/detail.aspx?news=2127 News 00f308e9-8e80-47be-bc76-2c039a6e6564 Wed, 06 Mar 2013 00:00:00 GMT In Gabelli v. Securities and Exchange Commission, No. 11-1274, the United States Supreme Court unanimously concluded that the five-year statute of limitations applicable to actions brought by the Securities and Exchange Commission (SEC) seeking civil penalties begins to run when the alleged fraudulent conduct occurs rather than when it is discovered. In doing so, the Court declined to apply the “discovery rule” that is available in private actions—which delays accrual of certain fraud-based claims until they are discovered—to federal enforcement actions governed by 28 U.S.C. § 2462. The Gabelli case, one of the last “market timing” cases brought by the SEC, did not involve the Foreign Corrupt Practices Act (FCPA), but its application in that context will be of particular importance given the prevalence and time-consuming nature of those actions, which often challenge alleged conduct from many years prior. A recent decision in an FCPA case from the Southern District of New York, decided less than three weeks before Gabelli, reflects a more expansive view of the statute of limitations. In SEC v. Straub, No. 11 Civ. 9645 (RJS)—which interpreted a part of 28 U.S.C. § 2462 that was not at issue in Gabelli—the district judge concluded that a defendant must be physically present in the United States in order for the statute of limitations in Section 2462 to run. The Straub decision ultimately may be limited to its facts, however, and may be reconsidered by the District Court itself or reviewed by the U.S. Court of Appeals for the Second Circuit. The decision nonetheless demonstrates the SEC’s expansive view of its authority to bring FCPA claims more than five years after alleged fraudulent conduct occurs. /files/Publication/85f3f160-dfba-43a5-b0c3-013d8308fc28/Presentation/PublicationAttachment/9ce5eac2-060b-4098-80a5-28e84b254748/030513.SEC_Civil_Penalties_FCPA.pdf Publication 85f3f160-dfba-43a5-b0c3-013d8308fc28 Tue, 05 Mar 2013 00:00:00 GMT In the past month, no Dodd-Frank rulemaking requirement deadlines passed or were met with finalized rules. No new rules that would meet rulemaking requirements were proposed. As of March 1, 2013, a total of 279 Dodd-Frank rulemaking requirement deadlines have passed. Of these 279 passed deadlines, 176 (63.1%) have been missed and 103 (36.9%) have been met with finalized rules. In addition, 148 (37.2%) of the 398 total required rulemakings have been finalized, while 129 (32.4%) rulemaking requirements have not yet been proposed. /files/Publication/d37c023b-32f2-433e-baa4-857ff3c5c8e4/Presentation/PublicationAttachment/faa9e766-6dbb-4931-aa10-8bb1557d5187/Mar2013_Dodd.Frank.Progress.Report.pdf Publication d37c023b-32f2-433e-baa4-857ff3c5c8e4 Fri, 01 Mar 2013 00:00:00 GMT One key provision of the Dodd-Frank Act requires reporting of over-the-counter swap transactions. The Commodity Futures Trading Commission has finalized detailed regulations in this area that are being implemented in phases. In the March issue of Futures Industry magazine, Annette Nazareth and Gabriel Rosenberg outline the CFTC’s OTC reporting compliance timeline. /files/Publication/aad5de6b-ea2d-49c8-886e-0d70739b39dd/Presentation/PublicationAttachment/06a494e8-f2d6-4fb2-a6f3-1a7a3b4307ad/030113.Swap.Reporting.pdf Publication aad5de6b-ea2d-49c8-886e-0d70739b39dd Fri, 01 Mar 2013 00:00:00 GMT Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and SEB Enskilda Inc. as underwriters in connection with an SEC-registered Schedule B debt offering by KEXIM of $500 million aggregate principal amount of its 1.75% notes due 2018. http://www.davispolk.com/news/detail.aspx?news=2098 News 78b3d9a3-5519-4130-ba63-6cfa96ade523 Thu, 28 Feb 2013 00:00:00 GMT Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of $4.5 billion aggregate principal amount of senior notes, consisting of $1.25 billion 1.75% fixed-rate notes due 2016, $750 million floating-rate notes due 2016 and $2.5 billion 3.75% fixed-rate notes due 2023. The lead manager for the underwriters was Morgan Stanley & Co. LLC. http://www.davispolk.com/news/detail.aspx?news=2095 News 1369a202-ac81-4097-8010-681131cbe404 Tue, 26 Feb 2013 00:00:00 GMT The Basel Committee on Banking Supervision (“BCBS”) and the International Organization of Securities Commissions (“IOSCO”) on February 15 released a second consultative paper on margin requirements for uncleared derivatives (the “Second Consultative Paper”). The proposal is intended to establish minimum standards for uncleared derivatives margin rules, which would be implemented by national regulators. Comments on the Second Consultative Paper are due by March 15, 2013. /files/Publication/007763d1-389b-4629-8fe5-d273c97d3fbc/Presentation/PublicationAttachment/737b9585-1736-48b9-8553-01ed6437b4ed/02.25.13_IOSCO.pdf Publication 007763d1-389b-4629-8fe5-d273c97d3fbc Mon, 25 Feb 2013 00:00:00 GMT Davis Polk is advising Sandler O’Neill + Partners, L.P. as dealer manager for First BanCorp., in connection with the offer by First BanCorp. to exchange up to 10,087,488 newly issued shares of its common stock, par value $0.10, for any and all of its issued and outstanding shares of five series of preferred stock. http://www.davispolk.com/news/detail.aspx?news=2093 News 8a429a41-1acd-4047-be9e-0217ce19c73f Fri, 22 Feb 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2078 News 9eeb78f9-88a1-457b-a5c8-70b334156c6b Wed, 20 Feb 2013 00:00:00 GMT Davis Polk advised Banco de Bogotá S.A. in connection with its global offering of $500 million aggregate principal amount of its 5.375% subordinated notes due 2023, pursuant to Rule 144A and Regulation S under the Securities Act of 1933. http://www.davispolk.com/news/detail.aspx?news=2083 News f0f87467-b442-40ee-96be-e359a4b4cc9a Tue, 19 Feb 2013 00:00:00 GMT The FDIC has proposed a new regulation that would construe the statutory term “insured deposit” to exclude all deposits maintained by a foreign branch of a U.S. bank, even if they are expressly payable at both the foreign branch and one of the bank’s U.S. offices. At the same time, in its release accompanying the proposed rule, the FDIC cited an uncodified 1994 advisory opinion by the then Acting General Counsel of the FDIC for the proposition that the term “deposit liability,” as used in the depositor preference regime in Section 11(d)(11) of the Federal Deposit Insurance Act, only includes a foreign branch deposit if it is a dually payable deposit. The approach chosen by the FDIC could force U.S. banks to make their foreign branch deposits dually payable in order to avoid the subordination of such deposits to domestic branch deposits in a resolution proceeding and thereby address concerns of foreign regulators such as the UK Financial Services Authority. Making foreign branch deposits dually payable would expose U.S. banks to greater U.S. reserve requirements, foreign sovereign risk, foreign customer confusion, documentation costs and potentially new foreign regulatory requirements. We believe that the FDIC should adopt an alternative approach. /files/Publication/2a371358-6744-4b23-9f8e-216f2e105b70/Presentation/PublicationAttachment/fbd7668e-588a-4f01-985f-2265df28a305/021513_FDIC.pdf Publication 2a371358-6744-4b23-9f8e-216f2e105b70 Fri, 15 Feb 2013 00:00:00 GMT /files/Publication/22016c95-f5df-4d87-864f-28a3e74d1269/Presentation/PublicationAttachment/719d7ad3-c793-4aba-adf6-3e7226f14637/021513.FINRA.pdf Publication 22016c95-f5df-4d87-864f-28a3e74d1269 Fri, 15 Feb 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=438 Event 317e50c5-8ebc-429b-be95-41a4406af8fc Thu, 14 Feb 2013 12:00:00 GMT Davis Polk advised PartnerRe Ltd. on an SEC-registered offering of 10,000,000 of its 5.875% Series F non-cumulative redeemable preferred shares for an aggregate price to the public of $250 million. http://www.davispolk.com/news/detail.aspx?news=2071 News 8e368a37-deff-49af-8e81-2af31e877b9a Thu, 14 Feb 2013 00:00:00 GMT Davis Polk partners Martine Beamon and Annette Nazareth will be among the speakers at Practising Law Institute’s upcoming program “Corporate Governance – A Master Class 2013.” http://www.davispolk.com/events/detail.aspx?event=423 Event 62f5408c-5cd4-4058-b78c-bbac56e26b38 Wed, 13 Feb 2013 12:00:00 GMT Davis Polk advised HII on its $65.3 million initial public offering of Class A common stock. The Class A common stock is listed on the Nasdaq Global Market under the symbol “HIIQ.” http://www.davispolk.com/news/detail.aspx?news=2059 News 90fc4f8b-7d8c-4315-aed1-0c4ba8f057f2 Wed, 13 Feb 2013 00:00:00 GMT On December 31, 2012, Strategic Growth Bancorp Inc. (“Strategic Growth”), an El Paso, Texas-based bank holding company, acquired Mile High Banks (the “Bank”), a Colorado community bank, from the Bank’s parent, Big Sandy Holding Company (“Big Sandy”), through an auction process conducted pursuant to section 363 of the Bankruptcy Code. Davis Polk represented Strategic Growth and advised on the complex and overlapping bankruptcy, mergers and acquisitions, credit, tax and bank regulatory issues presented by the transaction. /files/Publication/24f5b132-3b55-43e7-b6b3-109cc32032be/Presentation/PublicationAttachment/ab31e111-22d9-4ff6-ba9c-14dee64ed5cd/021413_Bancorp.pdf Publication 24f5b132-3b55-43e7-b6b3-109cc32032be Wed, 13 Feb 2013 00:00:00 GMT Davis Polk partners Luigi De Ghenghi, Randall Guynn, Annette Nazareth, and Margaret Tahyar will be among the speakers at the Center for Transnational Legal Studies’ (CTLS) seminar, Impact of U.S. Regulatory Reform on Global Banks. http://www.davispolk.com/events/detail.aspx?event=450 Event bce2e9cf-02c1-44b5-b051-e354ee26d286 Tue, 12 Feb 2013 12:00:00 GMT /files/Publication/6c236def-3542-46d5-bc09-03fb57f26799/Presentation/PublicationAttachment/d4df574e-3b7f-4693-aec9-050e869f9134/Feb2013_Dodd.Frank.Progress.Report.pdf Publication 6c236def-3542-46d5-bc09-03fb57f26799 Fri, 01 Feb 2013 00:00:00 GMT Davis Polk advised Sumitomo Mitsui Banking Corporation in connection with its $2 billion senior debt offering in reliance on the Section 3(a)(2) exemption of the Securities Act. http://www.davispolk.com/news/detail.aspx?news=2038 News dab243c2-5f91-4d8d-abb9-ec55dbe1dead Mon, 28 Jan 2013 00:00:00 GMT A panel of three judges in the D.C. Circuit stunned Washington on Friday by striking down President Obama’s recess appointments to the NLRB in Noel Canning v. NLRB on a basis much more sweeping than had been anticipated. The two holdings in the decision cast doubt over the longstanding practice of intrasession recess appointment, which has been used especially frequently in the last two decades. For financial institutions, the decision is of direct interest because it calls into question President Obama’s recess appointment that same day of Richard Cordray as Director of the CFPB and, as a result, all of the actions taken by the CFPB since his appointment. Richard Cordray’s appointment is already being contested in the D.C. district court as part of a broader lawsuit challenging the constitutionality of other aspects of the CFPB, as well as of the Financial Stability Oversight Council and Title II of the Dodd-Frank Act. In this client alert, we discuss the Noel Canning v. NLRB decision and the impact it could have on Director Cordray’s status and the validity of the CFPB’s past and future actions. /files/Publication/caa10a95-ffb5-4b08-8dc7-0664885ed020/Presentation/PublicationAttachment/cead90be-0f40-4efd-a4fa-06fccb7348d6/012813_CFPB.pdf Publication caa10a95-ffb5-4b08-8dc7-0664885ed020 Mon, 28 Jan 2013 00:00:00 GMT Davis Polk advised Barclays Bank PLC, Daiwa Capital Markets Europe Limited, Goldman Sachs International, The Hongkong and Shanghai Banking Corporation Limited, KDB Asia Limited, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG, Hong Kong Branch as underwriters in connection with concurrent SEC-registered Schedule B debt offerings by The Korea Development Bank of $500 million aggregate principal amount of its 1% notes due 2016 and $500 million aggregate principal amount of its 1.5% notes due 2018. http://www.davispolk.com/news/detail.aspx?news=2036 News 6ac3862c-f8da-4c28-b78d-eae0d2b83879 Mon, 28 Jan 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=440 Event bcccaf9c-ae7a-47f7-b0d6-9da52348f3c4 Thu, 24 Jan 2013 12:00:00 GMT On January 10, 2013, the Financial Industry Regulatory Authority (“FINRA”) announced that it is inviting prospective crowdfunding funding portals to voluntarily submit information to FINRA about their proposed business models, activities and operations. According to FINRA, the purpose of the information collection is to help FINRA become more familiar with the funding portal community and to assist it in developing rules specific to funding portals. /files/Publication/8be8142a-8bd2-41d2-a5c1-5c3d5b5b452a/Presentation/PublicationAttachment/680d46ee-b69d-437c-af1f-5d5de2df5386/012313_Crowdfuncing.pdf Publication 8be8142a-8bd2-41d2-a5c1-5c3d5b5b452a Wed, 23 Jan 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2012 News 07987b56-9d8a-407d-9673-43fcfe872d79 Fri, 18 Jan 2013 00:00:00 GMT The Basel Committee has made significant revisions to the Basel III Liquidity Coverage Ratio (“LCR”). The revised LCR standards allow banks to use a broader range of liquid assets to meet their liquidity buffer and relax some of the run-off assumptions that banks must make in calculating their net cash outflows. The revised standards also clarify that banks may dip below the minimum LCR requirement during periods of stress. The Basel Committee expects national regulators to implement the LCR on a phased-in basis beginning on January 1, 2015. The Basel Committee will also press ahead with its review of the Basel III Net Stable Funding Ratio (“NSFR”). While the Federal Reserve has expressed its intent to implement some version of the LCR and other Basel III liquidity standards in the United States, the scope, timing and nature of U.S. implementation is currently unclear. This memorandum and the accompanying tables explore key aspects of the revised LCR standards and issues relating to their implementation in the United States. /files/Publication/cac0b00d-19d4-4d21-b633-ebe47dd039c4/Presentation/PublicationAttachment/ec4a815a-d076-46e9-abaf-0690af6a0d59/011713_Basel_III_LCR.pdf Publication cac0b00d-19d4-4d21-b633-ebe47dd039c4 Thu, 17 Jan 2013 00:00:00 GMT Davis Polk advised Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC as joint book-running managers on an SEC-registered offering by KKR Financial Holdings LLC of 14,950,000 7.375% Series A LLC Preferred Shares, which includes the full exercise of the over-allotment option. http://www.davispolk.com/news/detail.aspx?news=2014 News f9e454da-2cf3-48ec-81c6-33e5a69c946e Thu, 17 Jan 2013 00:00:00 GMT Davis Polk counsel Reena Sahni will be among the speakers at the Institute of International Bankers’ upcoming Dodd-Frank Seminar. http://www.davispolk.com/events/detail.aspx?event=433 Event 6678b90c-d2e2-4ee5-b543-fe9b96e4d421 Tue, 15 Jan 2013 12:00:00 GMT Davis Polk advised RBC Capital Markets, LLC and J.P. Morgan Securities LLC as lead managers on an SEC-registered offering by Royal Bank of Canada of $1.25 billion aggregate principal amount of 1.5% senior notes due 2018 under its $25 billion medium-term notes program. http://www.davispolk.com/news/detail.aspx?news=2007 News 8c3f6360-a027-4f2f-9473-e778eac5d4f6 Mon, 14 Jan 2013 00:00:00 GMT http://www.davispolk.com/resources/detail.aspx?publication=1309 Publication 4de41588-ea01-4ac5-a331-83f7ef97991c Mon, 14 Jan 2013 00:00:00 GMT The OCC has published long-awaited guidance notifying federally-chartered insured depository institutions (“IDIs”) that it is prepared to grant applications to delay compliance with the Swaps Pushout Rule for up to 2 years. Such IDIs must submit a formal request to the OCC by January 31, 2013. We believe that the Federal Reserve and the FDIC will issue similar guidance to state-chartered IDIs subject to their primary supervision. But it remains to be seen whether such guidance will address the application of the Swaps Pushout Rule to uninsured U.S. branches and agencies of foreign banks. In addition to the OCC's guidance, this memorandum discusses the Swaps Pushout Rule's controversies, implications and uncertainties. /files/Publication/64adfe2a-a6c0-48f2-afb3-0d79a632910e/Presentation/PublicationAttachment/a6766d9f-3641-4423-9551-0ec0031eb31d/010713_pushout.pdf Publication 64adfe2a-a6c0-48f2-afb3-0d79a632910e Mon, 07 Jan 2013 00:00:00 GMT 2013 is shaping up to be another significant year for U.S. regulatory reform. In a piece that appeared in the Financial Times' FT Trading Room on January 3, 2013, Annette Nazareth and Gabriel Rosenberg of Davis Polk's Financial Institutions Group make 13 regulatory reform predictions for 2013. /files/Publication/5d52c459-4902-47b3-9777-4bef86281bb7/Presentation/PublicationAttachment/d4e40309-7b09-47c8-9dbb-4c6fa33330aa/Comment_13_Regulatory_Reform_Predictions_for_13.pdf Publication 5d52c459-4902-47b3-9777-4bef86281bb7 Thu, 03 Jan 2013 00:00:00 GMT On December 21, 2012, the SEC unanimously adopted rules required by the Dodd-Frank Act that require broker-dealers and certain other market participants to search for holders of securities with whom they have lost contact and provide notifications to persons who have not negotiated checks that have been sent to them. /files/Publication/10f41c50-5f62-4ad2-b282-1b3946d5254c/Presentation/PublicationAttachment/517c44be-7108-40eb-9447-1c888ad003e3/010313_SEC_Adpots.pdf Publication 10f41c50-5f62-4ad2-b282-1b3946d5254c Thu, 03 Jan 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=1999 News 14b6a27f-1b9b-497d-9cc6-05907f3cd009 Wed, 02 Jan 2013 00:00:00 GMT In this Report: As of January 2, 2013, a total of 237 Dodd-Frank rulemaking requirement deadlines have passed. Of these 237 passed deadlines, 142 (59.9%) have been missed and 95 (40.1%) have been met with finalized rules. In addition, 136 (34.2%) of the 398 total required rulemakings have been finalized, while 129 (32.4%) rulemaking requirements have not yet been proposed. Rulemaking activity this month included an SEC final rule on requirements to search for lost securityholders and notification requirements with respect to unresponsive payees. The Federal Reserve released a proposed rule on enhanced prudential standards and early remediation requirements for foreign banking organizations and foreign nonbank financial companies. /files/Publication/7191edca-f4ed-4460-a514-01ca9d3cf8b9/Presentation/PublicationAttachment/63d52126-7e7f-477a-b47c-08e8acfe145e/Jan2013_Dodd.Frank.Progress.Report.pdf Publication 7191edca-f4ed-4460-a514-01ca9d3cf8b9 Wed, 02 Jan 2013 00:00:00 GMT On December 21, 2012, the CFTC issued a final exemptive order relating to the application of certain swap-related provisions of the U.S. Commodity Exchange Act to swap activities outside the United States.  Among other provisions, the final Exemptive Order: adopts a new temporary definition of “U.S. person”; clarifies what swap activity a non-U.S. person should include in determining whether it must register as a swap dealer or major swap participant; and allows non-U.S. SDs and MSPs to delay compliance with most of the CFTC’s entity-level swap requirements and the CFTC’s transaction-level swap requirements in certain cases. /files/Publication/b7faabe6-b4d1-4958-a1df-268afbf85aef/Presentation/PublicationAttachment/665e8bec-28f8-482e-ac2c-2a742bafed4d/122712_Exemptive_Order.pdf Publication b7faabe6-b4d1-4958-a1df-268afbf85aef Thu, 27 Dec 2012 00:00:00 GMT Davis Polk advised Deutsche Bank Securities Inc., Jefferies & Company, Inc. and Macquarie Capital (USA) Inc., as initial purchasers, on a Rule 144A/Regulation S offering by Harbinger Group Inc. of $700 million aggregate principal amount of its 7.875% senior secured notes due 2019. http://www.davispolk.com/news/detail.aspx?news=1991 News 4744b9e6-2f70-4043-b53e-2b9a3034b3b9 Wed, 26 Dec 2012 00:00:00 GMT The Federal Reserve has proposed a tiered approach for applying U.S. capital, liquidity and other Dodd-Frank enhanced prudential standards to the U.S. operations of foreign banking organizations with total global assets of $50 billion or more (“Large FBOs”). Most Large FBOs would have to create a separately capitalized top-tier U.S. intermediate holding company (“IHC”) that would hold all U.S. bank and nonbank subsidiaries. The IHC would be subject to U.S. capital, liquidity and other enhanced prudential standards on a consolidated basis. Although the U.S. branches and agencies of a Large FBO’s foreign bank would not be required to be held beneath the IHC, they would be subject to liquidity, single counterparty credit limits and, in certain circumstances, asset maintenance requirements under the proposal. Large FBOs not required to form an IHC would still be subject to many of the new enhanced prudential standards. This memorandum provides an overview of key aspects of the Federal Reserve’s proposal. We invite you to also read the accompanying diagrams and tables for a visual representation of the proposed new requirements. /files/Publication/c891fe48-d955-4c0f-af87-bf845002fa4b/Presentation/PublicationAttachment/7cacd6fa-f6e6-4c4b-8a2c-38b13fd7eabf/121712_Prudential.pdf Publication c891fe48-d955-4c0f-af87-bf845002fa4b Mon, 17 Dec 2012 00:00:00 GMT The Federal Reserve has proposed a tiered approach for applying U.S. capital, liquidity and other Dodd-Frank enhanced prudential standards to the U.S. operations of foreign banking organizations with total global assets of $50 billion or more (“Large FBOs”). Most Large FBOs would have to create a separately capitalized top-tier U.S. intermediate holding company (“IHC”) that would hold all U.S. bank and nonbank subsidiaries. The IHC would be subject to U.S. capital, liquidity and other enhanced prudential standards on a consolidated basis. Although the U.S. branches and agencies of a Large FBO’s foreign bank would not be required to be held beneath the IHC, they would be subject to liquidity, single counterparty credit limits and, in certain circumstances, asset maintenance requirements under the proposal. Large FBOs not required to form an IHC would still be subject to many of the new enhanced prudential standards. This memorandum provides an overview of key aspects of the Federal Reserve’s proposal. We invite you to also read the accompanying diagrams and tables for a visual representation of the proposed new requirements. /files/Publication/76df93a9-d1d3-438f-8be3-5ff51d10e5b1/Presentation/PublicationAttachment/8e926052-4750-4688-ba7c-34a090e97ea2/121712_Visuals_Foreign_Banking.pdf Publication 76df93a9-d1d3-438f-8be3-5ff51d10e5b1 Mon, 17 Dec 2012 00:00:00 GMT Davis Polk advised the United States Department of the Treasury (Treasury) in connection with the offering of its remaining 234.2 million shares of common stock of American International Group, Inc. (AIG) at a price of $32.50 per share, representing proceeds to Treasury of approximately $7.6 billion. http://www.davispolk.com/news/detail.aspx?news=1957 News affc5b8f-f000-4f2b-b6ed-fb96fb98ee99 Fri, 14 Dec 2012 00:00:00 GMT Davis Polk advised MSCI Inc. in connection with a variable maturity, capped accelerated share repurchase transaction it entered into with Morgan Stanley & Co. LLC under which MSCI is repurchasing $100 million of its common stock. http://www.davispolk.com/news/detail.aspx?news=1958 News 79ca24f4-e8d1-43f4-89d4-fc3c725c0220 Fri, 14 Dec 2012 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=424 Event 2599e130-6365-4c52-a956-601c50158624 Wed, 12 Dec 2012 12:00:00 GMT Davis Polk advised J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, in connection with a $275 million SEC-registered secondary offering of 13,700,000 shares of Vantiv, Inc.’s Class A common stock by Fifth Third Bank and its wholly owned subsidiary, FTPS Partners, LLC, at a price to the public of $20.10 per share. http://www.davispolk.com/news/detail.aspx?news=1967 News 85ff1957-a9a7-46f4-90f8-07924662f24a Wed, 12 Dec 2012 00:00:00 GMT Davis Polk advised Barclays Capital Inc. as the underwriter in an SEC-registered public offering of 10,000,000 shares of common stock, par value $0.01 per share, of Webster Financial Corporation, sold by Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P., as the selling stockholders. http://www.davispolk.com/news/detail.aspx?news=1968 News a4692d54-d27c-4178-8d90-0a12483e0e36 Wed, 12 Dec 2012 00:00:00 GMT Davis Polk partner John Reynolds will be among the speakers at Practising Law Institute’s “Coping with U.S. Export Controls 2012” program. Reynolds will speak on the “OFAC Economic Sanctions - Dramatic Changes in Pace and Scope” panel, addressing the expanded reach of Iran and Syria sanctions, sanctions “evaders” and “deceptive transactions,” changes to Burma sanctions and prospects for Sudan, lessons from international bank cases, and facilitation issues. http://www.davispolk.com/events/detail.aspx?event=408 Event 6e803f50-31ec-429a-a4f6-73d944d9a610 Mon, 10 Dec 2012 12:00:00 GMT Davis Polk advised J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as joint book-running managers on an SEC-registered offering by The Western Union Company of $250 million aggregate principal amount of 2.375% notes due 2015 and $500 million aggregate principal amount of 2.875% notes due 2017. http://www.davispolk.com/news/detail.aspx?news=1965 News bc34176a-3b1e-4e5b-a100-0251f1573a88 Mon, 10 Dec 2012 00:00:00 GMT Davis Polk acted as special counsel to RBC Capital Markets, LLC, Citigroup Global Markets Inc. and UBS Securities LLC as joint lead managers on an SEC-registered offering by Royal Bank of Canada of $1.5 billion aggregate principal amount of 0.625% covered bonds due 2015. http://www.davispolk.com/news/detail.aspx?news=1992 News 806445c0-3b56-444c-9ca5-2bb3b7ae6327 Fri, 07 Dec 2012 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=420 Event f1548306-e95e-47be-b7a9-460c56835620 Thu, 06 Dec 2012 12:00:00 GMT Davis Polk advised The People’s Insurance Company (Group) of China Limited (PICC) in connection with its approximately HK$24 billion ($3.1 billion) initial public offering and listing on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A and Regulation S. http://www.davispolk.com/news/detail.aspx?news=1947 News 211bcd2c-0ae1-4052-9c36-bb7242ea9d66 Thu, 06 Dec 2012 00:00:00 GMT Davis Polk partner Randall Guynn will be among the speakers at Practising Law Institute’s Banking Law Institute 2012. Guynn’s panel will address systemic risk and the challenge of systemically important financial institutions (SIFIs), as well as issues related to living wills and orderly liquidation. http://www.davispolk.com/events/detail.aspx?event=406 Event a4af32ac-e3fc-4e86-8892-06c72c6502eb Wed, 05 Dec 2012 12:00:00 GMT On December 4, 2012, the U.S. Securities and Exchange Commission (the “SEC”) published Compliance and Disclosure Interpretations (“CDIs”) related to the new disclosure requirements contained in the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”). The ITRA added Section 13(r) to the Securities Exchange Act of 1934 (the “Exchange Act”) to oblige SEC reporting companies to disclose certain Iran related activities, particularly investments or transactions relating to the Iranian petroleum, petrochemical or marine transport sectors, in their quarterly and annual reports. See our September 5, 2012 memorandum New Law Requires Issuers to Disclose Certain Iran-Related Transactions, for further information about this new disclosure requirement. See our September 12, 2012 memorandum, United States Enacts Further Sanctions on Iran and Syria: the Iran Threat Reduction and Syria Human Rights Act of 2012, for more information about the ITRA generally. /files/Publication/03fb69ed-0764-4948-84a7-940470ac66d5/Presentation/PublicationAttachment/470b81cd-1c13-40bd-b80a-949c3f648bc6/120512_New_Iran.html Publication 03fb69ed-0764-4948-84a7-940470ac66d5 Wed, 05 Dec 2012 00:00:00 GMT Davis Polk advised Deutsche Bank Securities Inc. as representative of the underwriters in an SEC-registered public offering by Webster Financial Corporation of 5,060,000 depositary shares, each representing a 1/1,000th ownership interest in a share of their 6.4% series E non-cumulative perpetual preferred stock, par value $0.01 per share, with a liquidation preference of $25,000 per share. http://www.davispolk.com/news/detail.aspx?news=1995 News ac01e359-2955-4dee-92c9-45b9337b0be9 Wed, 05 Dec 2012 00:00:00 GMT Davis Polk advised The Royal Bank of Scotland Group plc, a public limited company incorporated in Scotland, in connection with its SEC-registered shelf takedown of $2.25 billion aggregate principal amount of 6.125% subordinated Tier 2 notes due 2022. http://www.davispolk.com/news/detail.aspx?news=1976 News 707213bd-5b65-4ba6-9f99-1daac8881e55 Tue, 04 Dec 2012 00:00:00 GMT