meeting global business needs - simpson thacher & bartlett › content › publications ›...

meeting global business needs

2 s imp son thacher & bartlett l l p

attorney advertising

prior results do not guarantee a similar outcome.

dedication to client service 3

legal matters Worldwide 4

our practice areas 6

marquee matters across the decades 26

industries 28

our global reach 34

pro bono, diversity & gender equality 36

clients around the world in a wide array of industriesturn to simpson thacher for advice on their largest andmost complex transactions and their most challenginglegaldisputes.Werepresentourclientswithacommitmenttohardwork,excellenceandintegrity.

meeting global business needs

simpson thacher& bartlett llp is one of theworld’s leading lawfirms.established in 1884, the Firm hasmore than 850 lawyers operating out ofelevenofficesworldwide.theFirmprovides coordinated legal adviceandtransactionalcapabilitytoclientsaroundtheglobe.


“they always deliver.”

“they constantly consider the client’s objectives,

both legally and from a business perspective.”cHambers global 2012

quoting clients

3

Understanding Our Clients’ Business Imperatives. our lawyers understand not only the intricacies of the legal issues in any particular matter, but also how those issues impact each client’s overall business. We offer professional, straightforward and pragmatic advice that recognizes business needs as well as the prevailing commercial and legal realities.

Cutting-Edge Knowledge of Market Expectations and Industry Practice. our clients benefit from the depth of experience and perspective we have gained over many decades. We deploy our cutting-edge knowledge to optimize outcomes and work closely with clients to negotiate and structure transactions based on existing market conditions.

Worldwide Reach. in order to better serve our clients, we have built a worldwide presence – with offices located in the world’s principal financial centers and attorneys who have native language skills and backgrounds. our lawyers work as a fully integrated team advising our clients on complex cross-border transactions and litigation matters. We represent clients principally in the americas, asia and europe, but have the ability to assist clients anywhere in the world.

ourfocusonclientneedsisthehallmarkofourpractice.Wevalueexcellence in client service inall respects – in the thoughtfulness

and thoroughness of our legal advice andwork product, in ourresponsivenesstoourclientsandinthetoneandmannerinwhichweworkwithclients.Weoffersuperiorlegalservices,acrossarangeofindustries,inanumberofways,including:

Leveraging Cross-Practice Experience and Teamwork Approach. clients look to simpson thacher for our experience in all components of complex transactions and litigation matters. our clients’ legal matters require an increasingly intricate range of experience. We adeptly manage complex transactions and cases by assembling strong multi-disciplinary teams and effectively tapping into the expansive practice and skills across the Firm. by leveraging the Firm’s collective knowledge in this way, we are able to consistently deliver positive results.

Partnering with Clients in an Open, Efficient and Friendly Culture. We view ourselves as our clients’ partners in helping them achieve their goals and believe that a positive working relationship facilitates that objective. We staff our matters at optimum levels designed to meet our clients’ needs while being cost-effective.

For over 1 2 5 y ears

“thisoutstandinggroupofattorneysisextremelyclientservice-oriented,

focused,andresponsive.”chambers Usa2011

quoting a client

dedication to client service


simpson tHacHer advises on legal matters WorldWide.

nORTh AMERICA

3Com and Cisco dismissal of patent infringement suit related to firewall technology

Admeld antitrust clearance for acquisition by Google

Airbus agreement with American Airlines to acquire 260 aircraft

América Móvil cny 1 billion senior notes offering

Anadarko Petroleum $5 billion senior secured revolving credit facility and $2 billion debt offering

AOL $315 million acquisition of ThehuffingtonPost.com

Apax Partners, Canada Pension Plan Investment Board and PSP Investment Board $6.3 billion acquisition of Kinetic Concepts

Blackstone $9.4 billion acquisition of Centro Properties

Carlyle $671 million ipo

City of new York formation of the Trust for Governors Island on a pro bono basis

Dominican Republic first-ever investment treaty arbitrations

Eaton Corporation $13 billion acquisition of Cooper Industries

Facebook $16 billion ipo

Fidelity family of title insurance companies dismissal of antitrust claims

GeoSouthern Energy $1 billion credit facility

hCA holdings $4.35 billion ipo

hellman & Friedman $3 billion sale of Emdeon to Blackstone

new Mountain $1.3 billion partnership with AmWInS

nielsen holdings $1.64 billion ipo, named equity deal of the year by IFLR americas awards 2012

Petrohawk $15.1 billion sale to BhP Billiton

PPL Corporation $7.625 billion acquisi-tion of E.On U.S. and related financing

Sharyland Transmission Line $727 million project financing, named 2012 best non-renewables deal by Power Intelligence

Sirius XM Radio dismissal of shareholder derivative suits related to Sirius Satellite Radio and XM Satellite Radio merger

spin-off transactions for ITT, Kraft Foods, L-3 Communications and Tyco

TD Bank $6.3 billion acquisition of Chrysler Financial

Varian Semiconductor $4.9 billion acquisition by Applied Materials and dismissal of putative shareholder class action suit related to the merger

SOUTh AMERICA

Almacenes Exito $1.4 billion equity offering

BTG Pactual $1.5 billion flagship private equity fund

Cementos Pacasmayo $230 million ipo

CFR Pharmaceuticals $370 million ipo

Generación Independencia $60 million project financing

Gerdau $1.6 billion acquisition of the minority shares of Gerdau Ameristeel

Grupo Aval Acciones y Valores in its inaugural securities offering in the u.s. and other international capital markets

hilton Worldwide $26 billion debt restructuring

Intel settlement in patent licensing litigation with nVIDIA Corporation

JPMorgan dismissal of $1 billion action brought by holders of Enron notes

JPMorgan $3 billion revolving credit facility for eBay

JPMorgan victories in dispositive motions and arbitrations in auction rate securities litigation

Juan Santamaría International Airport costa rica project financing and restructuring

Kinder Morgan over $12 billion acquisi-tion financing of El Paso Corporation

KKR-led consortium $7.2 billion buyout of Samson Investment Company

KKR, Vestar and Centerview $5.3 billion acquisition of Del Monte and dismissal of antitrust litigation

Lion Capital acquisition of a majority ownership interest of John Varvatos Enterprises

MatlinPatterson successful defense against u.s. enforcement of a $55 million arbitration award

MetroPCS dismissal of securities fraud complaint

MGM Studios chapter 11 restructuring

Microsoft $300 million investment in Barnes & noble’s nooK and college businesses and $8.5 billion acquisition of Skype

The Mosaic Company $24 billion split-off of Cargill’s 64% stake in Mosaic

nBC Universal $5.1 billion senior notes offering

5

Japan Airlines $8.5 billion ipo

Japan-Korea consortium $1.95 billion minority investment in Companhia Brasileira de Metalurgia e Mineração

KKR $356 million acquisition of Intelligence, KKr’s first buyout in Japan

KKR $159 million investment in Masan Consumer, the largest private equity transaction in vietnam at the time

Monex Group $411 million acquisition of TradeStation Group

Otsuka holdings $2.4 billion ipo

Samsung Life Insurance $4.4 billion ipo, named best Korea deal of 2010 by FinanceAsia

Sumitomo Mitsui $3 billion senior notes offering

Tencent holdings Limited $600 million senior notes offering, the first debt offering of a china-based internet company

Tibet 5100 Water Resources holdings ipo, the first international offering by a tibet-based company

United Microelectronics $500 million currency linked zero coupon convertible bond offering

MIDDLE EAST AnD AFRICA

China Railway Materials Commercial Corporation $254.4 million strategic investment in African Minerals

Jordanian Royal Family Member $28 million jury verdict for breach of iraq war defense contracts

Kosmos Energy $594 million ipo

Tyco $300 million acquisition of uae-based KEF holdings

simpson tHacHer advises on legal matters WorldWide. Withover850lawyersacrosselevenoffices,weofferthe

experienceandworldwidepresencethatourclientsdemand.

hRT Participações em Petróleo $1.4 billion ipo

Mercantil Colpatria $500 million share repurchase from GE Capital and $1 billion resale to Bank of nova Scotia

Mitsubishi acquisition of 20% stake in Los Grobo Ceagro do Brasil

Montes del Plata $1.5 billion project financing, the largest-ever foreign investment in uruguay at the time

Moody’s Investors Service arbitrations against a chilean ratings agency

Republic of Peru $2.5 billion sovereign bond offering

Unigel $232 million debt restructuring

EUROPE

Arle Capital Partners $1.12 billion sale of Capital Safety Group

BC European Capital IX €6.5 billion private equity fund

ConvaTec healthcare $1.4 billion senior secured credit facilities

Edmond de Rothschild Private Equity Select management buyout and related financing

EQT VI €4.75 billion private equity fund

Munich Re and KKR acquisition of interest in portfolio of spanish and italian solar photovoltaic plants

nXP Semiconductors $476 million ipo

Odeon & UCI Cinemas Group £300 million and €200 million debt offerings

PPL Corporation £4.1 billion acquisition of Central networks and related financing

TDC cHF3.3 billion sale of Sunrise Communications and $7.4 billion ipo

Virgin Media $500 million and £650 million senior secured notes offerings

ASIA

AIG $4.8 billion sale of Japanese-based life insurance subsidiaries

Apax Partners acquisition of Golden Jaguar restaurant chain

Bank of Communications, one of china’s largest banks, $8.9 billion private share placement

Changsha Zoomlion heavy Industry Science and Technology Development HK$13.02 billion Hong Kong ipo

Chemspec International going private transaction, named 2011 taking private deal of the year by China Business Law Journal

China national Agrochemical Corporation $2.4 billion acquisition of Makhteshim Agan Industries, named 2011 outbound m&a deal of the year by China Business Law Journal

China Steel Corporation $751.1 million international offering of global depositary shares, named best taiwan deal of 2011 by FinanceAsia

Dai-ichi Life Insurance Company demutualization and $11 billion ipo, named equity market deal of the year by Asian Legal Business Japan law awards 2011

Focus Media dismissal of putative securities class action litigation

GnPower Mariveles project financing, named project Finance deal of the year by IFLR asia awards 2011

home Inns $470 million acquisition of Motel 168, named best china deal of 2011 by FinanceAsia


banking & credit

simpsonthacherrepresentslendersandborrowersinconnectionwithawidevarietyofsophisticatedcredittransactionsandfinancialinstrumentsatalllevelsofthecorporatecapitalstructure.ourpracticeisvaried,andourclientsincludesomeofthemostprominentfinancialandinvestmentfirms in theworldaswellasmultinationalcorporations,privateequityandstrategicinvestorsandsovereignwealthfunds.

We advise clients on more and larger financing transactions than anyotherlawfirm.in2011,simpsonthacherrankedfirstintheLoan Pricing Corporation (LPC)tablesaslegalcounselinboththenumberoffinancingsand total financing volume. our financing representations, by volume,exceeded $324 billion – $144 billion more than those of our nearestcompetitor.of the 18financing categories tracked byLPC during 2011,simpsonthacherrankedfirstin12categories.

Syndicated Lending a principal banking activity on which we advise, syndicated lending,is an evolving market-driven business. through our work witharrangers of syndicated credits – including JPMorgan, the leadingoriginator and arranger of syndicated credits – and with manyborrowers, we have participated in the structural development andgeographic expansion of the syndicated credit market in all phasesof the credit cycle. our goal is to help our clients achieve solutionsthat are business-sensitive at the time aswell as prudent in retrospect.

our practice areas

band1rankinginbanking&Finance

chambers Usa

2007–2012

“high-qualitycounselwhoprovideexcellentsyndicated

lendingadvice”theleGal500 UniteDstates 2010

quoting a client#1 u.s. overall law Firm

#1 u.s. borrower law Firm #1 u.s. lender law Firm

loan pricing corporation 2011

7

Acquisition Finance

We are one of a select group of law firms that regularly serve as leadbankcounsel for largesyndicatedacquisitionfinancings.ourextensiveacquisitionfinanceexperiencehasenabledustoguideclientsthroughthechallengesofsuccessfullyfinancingtransactions,eveninachangingandchallengingcreditenvironment.

representative engagements include advisingKinder Morgan on over$12billionoffinancingforits$38billionacquisitionofEl Paso Corpora-tion;Kohlberg Kravis Roberts & Co.(KKR)onfinancingits$2.375billionacquisitionofCapsugel,adivisionofpfizer;JPMorgan,asleadarrangerof $20 billion in financing to supportAT&T’s proposed acquisition ofT-Mobile;JPMorgan,UBSandMacquarie,asleadarrangersof$3billioninfinancing forCumulus Media’sacquisitionofCitadel Broadcasting;Barclays CapitalandBank of America Merrill Lynch, asleadarrangersof$2billioninfinancingforCenturyLink’sacquisitionofSavvis;Goldman Sachs,Morgan Stanley,Royal Bank of CanadaandToronto-Dominion Bank, as lead arrangers of $1.6 billion in financing for the acquisitionofHusky by Berkshire Partners andOMERS;Blackstone Real Estate Partnerson thefinancingof itsacquisitionof theChiswick Parkofficecampusinwestlondon;Texas Competitive Electricontherefinancingofover$17billionindebt;andChina National Agrochemical Corporationon a $960 million non-recourse entrusted loan to israeli conglomerateKoor Industries.

spotlight

Leveraged Financeour leveraged finance practice draws on the strengths of both our banking and credit and our capital markets

practitioners to deliver integrated lending and securities advice in partnership with our clients. our lawyers

possess an in-depth understanding of the covenants, subordination provisions and intercreditor agreements that

must be addressed in structuring multi-layered financings. in the case of high yield debt offerings, special skills

are required to craft covenants that afford protection for investors while also providing issuers the flexibility to

operate their businesses successfully. We pride ourselves on our ability to work with our clients in analyzing and

structuring financing alternatives for highly complicated transactions across the entire spectrum of leveraged

financing instruments, including leveraged loans, high yield bonds and mezzanine financings.

our broad leveraged finance experience includes financing some of the most complex and noteworthy

transactions of the last decade. recent examples include: Samson Resources’ $2.25 billion funded bridge

and subsequent high yield bond offering, together with its $2.25 billion credit facility, in connection with its

$7.2 billion acquisition in 2011 by a private equity consortium; Del Monte’s $3.45 billion credit facility for its

$5.3 billion acquisition by a private equity consortium, one of the largest leveraged buyouts in 2011; Apax

Partners’ financing related to its cHF2 billion acquisition of Orange Communications; and Chemspec International’s

financing related to its going private transaction.

“verydeepbenchofhighlyresponsive,experiencedandcreativelawyerswhoareontopofwhat’scuttingedge”

chambers Usa2012

quoting a client

8

equityteamoftheyearand

equityDealoftheyear(nielsenipo)

iFlramericas aWarDs2012

“‘extraordinarylevelsofresponsiveness’and‘spot-onlegaladvice’

tobothissuersandmanagers”theleGal500 UniteDstates 2011

capital markets

inordertocompeteintoday’scapitalmarkets,ourclientsrequirecounselwiththewide-rangingandsophisticatedskillsandexperienceaswellasthecross-bordercapabilitythatsimpsonthacheroffers.Weprovidehighquality,sophisticatedadviceonalltypesofcapitalmarketstransactionsunderU.s., english andhongKong law.our uniquely balanced prac-tice,withabroadbaseofbothissuerandunderwriterclients,givesusabreadthanddiversityofworkthatensuresthatweareonthecutting-edgeofdevelopmentsinsecuritieslawsandinthecapitalmarketsgenerally.

Equity

Weactforclientsonalltypesofequityofferingsaddressingavarietyofcapitalneeds, including initialpublicofferings (ipos), follow-onequityofferings, rights offerings, private investments inpublic equity (pipes),equity-linkedsecuritiesofferingsandequityderivativestransactions.

representativeregisteredandnon-registeredequitytransactionsincludeadvisingoneofchina’slargestbanks,Bank of Communications,onits56.6 billion yuan (Us$8.9 billion) private share placement; the under-writers on multiple equity offerings of Avago Technologies in 2010and 2011 for a combined value of over $4.3 billion; Morgan StanleyandUBS,as initialpurchasers,onGrupo Financiero Banorte’smX$9.3billion(Us$780million)shareoffering;JapanesebankinggroupResona Holdingsonaglobalofferingofcommonstockthatraised¥547.7billion(Us$6.6billion);andAXIS Capital Holdingsona$400millionpreferredshareofferingandrelatedequitytenderoffer.

Initial Public Offerings

since2006,theFirmhasadvisedtheissuerorunderwritersonover200U.s.andglobalipos–over95since2010alone.

our highly successful ipo practice assists companies and their under-writersaroundtheworldastheynavigatethecomplexitiesoftheofferingprocess and the critical transition from private company to publicreportingcompany.Wehaveactedascounsel inconnectionwithmanyofthelargestandmostinnovativeiposintheworld,includingadvising:

� theunderwritersonthe$16billionFacebookipo,thelargesttechnologyofferingeverandthethirdlargestipoinU.s.history;� theunderwritersonthe$8.5billionipoofJapan Airlines,oneofthelargestiposgloballyof2012;and� HCA Holdingsonits$4.35billionipo,thelargestU.s.ipoof2011.

in addition, we have unrivaled experience in advising private equityfirmsontheiripotransactionshavingadvisedBlackstone (2007),KKR(2010),Oaktree(2012)andCarlyle(2012).

9

band1rankinginU.s.capitalmarkets:

Debt&equitychambers Global2007–2012

“theteamdemonstratesextremelystrongknowledgeofthemarketandexcellentcommercialjudgment.”

chambers Usa2011

quoting a client

Debt

We advise clients on public and private offerings of all types of debtproductsofferedintheglobalcapitalmarkets,includinghighyieldandinvestment grade debt, structured products and mezzanine financeinstruments,aswellasbalancesheetrestructurings.ourmarket leader-shipisdemonstratedbyourworkonhighyielddebtincludingadvisingJPMorgan, Credit Suisse, Goldman Sachs and UBS Securities, asunderwriters, in connectionwithaportionof the$2.2billionfinancingfortheacquisitionofPharmaceutical Product DevelopmentbyCarlyleandHellman & Friedman;Vanguard Health Systemsondebtofferingstotalingapproximately$1.5billion;MMI International ona$300millionasiandebtoffering;andtheinitialpurchasersorunderwritersonapproxi-mately$3.5billionofdebtofferingsbyVirgin Mediain2011and2012.

otherexamplesofourcapitalmarketsleadershipincludeadvisingondebtofferingsbyARAMARK,Best Buy, Dai-ichi Life Insurance Company,The Hershey Company, Peabody Energy CorporationandtheRepublic of Peru,theunderwritersinmultipleofferingsbyAmérica Móvil,aswellas representing the underwriters and initial purchasers in connectionwitha$500millionsovereigndebtofferingbyThe Dominican Republic;a $500 million sec-registered debt offering by aircraft manufacturerEmbraer;seniornotesofferingsofover$9billionbyNBC Universal tofinanceitsacquisitionbyComcast;anda$600millionnotesofferingbyTencent Holdings, the first rated debt offering by an internet servicescompanyinchina.

Equity-Linked Securities

thesuccessfuldesignandofferingofhighlycomplexequity-linkedsecu-rities,suchasoptionallyormandatorily convertibleor exchangeablesecurities,requirecounselwiththeskillsandknowledgetoaddressthelegalintricaciesinvolved.ourlawyersarewell-versedinthecomplexitiesinvolvedindesigningthesesecuritiesandthevarietyofofferedfeatures.anexampleisourrepresentationoftheinitialpurchasers,Morgan StanleyandJPMorgan,ina$1billionconvertibleseniornotesofferingbyMicron Technologyin2012.

New Products and Markets

We are leaders in helping clients develop new products and adaptingexistingproductstonewmarkets.simpsonthacherwasaleadingfirminintroducinghighyielddebtproductstotheeuropeancapitalmarkets.Wedrawuponourdepthofexperiencetoassistourclientsastheirneedsevolve.asanexample,in2012,weadvisedtheinitialpurchasers,Bank of America Merrill LynchandGoldman Sachs,inthefirst-everofferingofperpetualsubordinatedfixed-to-floatingratenoteswithinterestdeferraloptionwhichwereissuedbyGeneral Shopping Brasil.

Leadership in high Yield

over $1 trillion in total proceeds

over 200 offerings

our work for

issuers and

investment

banks globally

since 2010

1 0 s imp son thacher & bartlett l l p

mergers & acquisitions

consistently rankedasoneof theworld’s leadingmergersandacquisi-tions advisors, simpson thacher offers its clients the skill and insightdeveloped by representing m&a participants globally in virtually allcapacities, including purchasers, sellers, lenders and financial advisors,boardsofdirectorsandboardcommittees.ourm&aattorneysareregu-larlyretained inall typesofnegotiated transactions, includingmergers,stock and asset purchases, restructurings, spin-offs, joint ventures,minorityinvestmentsandprivateequitytransactions,aswellascontestedacquisitionsandproxyfights.

Strategic M&A

We represent a wide variety of clients in strategic m&a transactions,advising largemultinational corporations, Fortune 500 companies andsmaller and closely held private companies under U.s., english andhongKonglaw.ourm&apractitionersdrawonourvastexperienceandcutting-edge understanding of prevailingmarket conditions to quicklyandeffectivelyexecutealltypesoftransactions.

representative transactions for strategic clients include representingMicrosoft in its $300 million investment inBarnes & Noble’s nooKandcollegebusinessesandits$8.5billionacquisitionofSkype Global;Petrohawk Energy Corporationinits$15.1billionsaletoBHP Billiton;Monex Group in its $411 million acquisition of TradeStation, one ofthe largestU.s.publiccompanyacquisitionsbyaJapanesecompanyin2011; China National Agrochemical Corporation in its acquisition ofMakhteshim Agan Industries, the largest-ever transaction between achinese and an israeli company at the time; andMitsubishi Corpora-tion in itsminority investment in agricultural firmLos Grobo Ceagro do Brasil. inaddition, theFirmadvisedPPL CorporationonanumberofrecentacquisitionsanddispositionsunderbothU.s.andenglishlaw,includingits£4.1billionacquisitionofCentral Networksandits$7.625billionacquisitionofE.ON U.S.

Private Equity

ourexperienceinglobalprivateequitytransactionsisexceptionalinitsdepthaswellasitsbreadth.Webelievethatwearetheleadingfirmintheworldinrepresentingclientsinallaspectsofprivateequitytransactions:fromfundformation,minorityinvestments,mergersandacquisitionsandfinancing solutions to exit transactions. this depth of experience givesus unique insight into the considerations important to all participantsin these transactions, includingfinancial sponsors, senior bank lenders,subordinated and bridge lenders, management and financial investorsandunderwriters.

“universally appreciated for its first-rate cross-border and

international m&a work”cHambers usa 2012

“amazingforstrategicwork–theywon’tleavea

stoneunturned.”chambers Usa2011

quoting a client

band1rankinginU.s.corporate/m&a

chambers Global2007–2012

11

Addressing our Clients’ Strategic needs: ITT Spin-offone of our particular strengths is our ability to marshal the Firm’s global resources to respond to our clients’

strategic needs. the spin-off by Fortune 500 company ITT of its defense and information solutions business,

Exelis, and its Water technology and services business, Xylem, showcases that ability. From the onset of discus-

sions regarding the best way to enhance shareholder value, we advised the board and senior executives. once

the decision was made to split into three businesses, we coordinated the efforts of multiple outside advisors

throughout the process. the simpson thacher team was divided into several subgroups. the reorganization

team drafted and helped to implement the 200-step “playbook”/template to reorganize the businesses while a

separate team of attorneys drafted and negotiated the terms of myriad agreements among the companies. our

attorneys proposed and drafted new corporate governance regimes for each company, as well as drafted all

sec filings, including new business and risk disclosures for each company being spun-off. our tax attorneys

drafted an irs ruling request confirming the spin’s tax-free nature, implemented numerous new benefit plans

and regularly interfaced with the pension benefit guaranty corporation. in connection with the spin-offs, we

also advised on a series of debt offerings by Xylem and Exelis and developed novel structures to defease various

series of itt bonds. successfully executing this 14-month transaction required the persistence, focus and legal

acumen across multiple disciplines that is the hallmark of simpson thacher.

spotlight

theFirmhasbeenapioneer in thedevelopmentofvariousacquisitionandfinancingtechniquesintheprivateequityfield,andhasrepresentedthe buyer in numerous landmark buyout transactions including thefive largest leveraged acquisitions ever completed. initially focused intheUnited states, as buyout techniques have expanded internationally,theFirmhasbeen calledupon to apply itsknowledge ineurope,asia,canada,australia,latinamericaandotherinternationallocalesaswellasrepresentingnon-U.s.clientsseekingacquisitionsorinvestmentsintheUnitedstates.

representative work includes KKR, Vestar Capital Partners and Centerview Partnersintheir$5.3billionacquisitionofDel Monte;Black-stone in its investment inLeica Camera;New Mountain Capital in itspartnershipwithAmWINS Group valued at $1.3 billion;KKR, Silver Lake Partners and Technology Crossover VenturesintheirpartnershipwithThe Go Daddy Group;Hellman & Friedman inits$3billionsaleof Emdeon to Blackstone; BakerCorp and its shareholder, Lightyear Capital, in the $960million sale ofBakerCorp to funds affiliatedwithPermira Advisers;andLion Capital initsacquisitionofamajorityowner-shipinterestofJohn Varvatos Enterprises.

#1inGlobalprivateequityannouncedDeals

(byvalue)bloomberG2006–2011

band1rankinginGlobalprivateequitychambers Global2009–2012

“[its]privateequitypracticehasnopeers”

theleGal500 UniteDstates 2011

quoting a client


“simpsonisthenumber-onefirminthisspace.

itisthepre-eminentplayerinthemarkettoday.”chambers Global2012

quoting a client

band1rankinginGlobalprivateequity:FundFormation

chambers Global2009–2012

private Fund Formation

WithdedicatedfundformationteamsinhongKong,london,losangeles,newyorkandpaloalto,simpsonthacherhasauniqueglobalbreadthofexpertiseinorganizingprivateequityandhedgefunds.Werepresentmanyoftheworld’sbestknownfundsponsors,aswellassophisticatedfund investors. our experience covers funds with a wide variety ofinvestment criteria, including real estate funds, infrastructure/energyfunds, mezzanine funds, distressed debt funds, other credit-orientedfunds,venturecapitalfundsandfundsoffunds.

We have unparalleled experience in raising “mega funds” (i.e., over$3 billion in commitments) having represented clients such as Apax Partners,BC Partners,Blackstone,Carlyle,Centerbridge Partners,EQT,First Reserve,Hellman & Friedman, JC Flowers,Lexington Partners,Morgan Stanley,New Mountain Capital andSilver Lake Partners intheestablishmentofsuchfunds.atthesametime,weareproudtorepre-sent many leading “middle market” sponsors. regardless of the typeof client served, the Firm commonly plays a lead role in structuring,negotiatinganddocumentingfundstoavoidunnecessaryregulationandtoreflectourcomprehensiveknowledgeofmarket termsandthe latestfundtechnology.Wealsoroutinelystructureourclients’internalarrange-ments and employee investment arrangements and have substantialexperienceinnegotiatingm&atransactionsinvolvingprivateinvestmentfirms,creditfacilitiesforfundsandsecondarytransfersofprivateequityfundinvestments.

Our funds practice has acted as sponsor counsel on a majority of the largest private equity fund raisings launched in the United States and Europe from 2009 to 2012, including:

FUnD COMMITMEnTS

blackstone capital partners vi over $16 billion

First reserve Fund Xii $9 billion

Hellman & Friedman capital partners vii $8.8 billion

bc european capital iX €6.5 billion

eQt vi Fund €4.75 billion

centerbridge capital partners ii over $4.25 billion

vista equity partners Fund iv $3.5 billion

“a superlative force in the market”cHambers usa 2012

13

derivatives

clients turn to our globally recognized derivatives practice for legaland strategic advice onderivatives ideation, structuring and execution.Weadviseonalltypesofderivativesproductsandrelatedhedgingissues.ourclientsincludemajorfinancialinstitutions,corporations,hedgefunds,privateequityfunds,mutualfunds,insurancecompanies,sovereignsandhigh-net-worthindividuals,asusersofderivatives,notonlyintheUnitedstates,butalsoinasia,latinamericaandeurope.

since its establishment in 2007, our derivatives group has worked onmanyofthemosthighprofileandinnovativederivativesdeals,includingadvising on various billion dollar capped call option transactions andaccelerated share repurchases. in addition, the group has advised onisDasandinterestrate,currencyandcommodityhedgingarrangementsinconnectionwithsomeofthelargestbuyoutsinrecentyearsincludingtheacquisitionsofSamson Investment CompanyandKinetic Concepts.in 2011 alone, the group worked on over 80 over-the-counter (otc)derivatives transactions, with an aggregate notional value of over $14billionincompleteddeals.

simpson thacher is in the vanguard in advising clients on the impactof unfolding legislative and regulatory developments affecting deriva-tivesproducts,particularlychangesinsecurities laws,bankregulations,bankruptcylaws,taxlawsandaccountingstandards.arecentfocushasbeenhelpingour clientsnavigate the recent changes in thederivativesregulatory landscapeandadvisingourclientsoncompliancewithnewderivativesregulationsundertheDodd-Frankact.

Public Company Advisory Practice and Corporate Governancepublic companies around the world turn to us for advice on all aspects of corporate governance and

compliance with u.s. securities laws and the listing requirements of the major u.s. exchanges. in addition

to the extensive disclosure and filing requirements applicable to public companies, our clients often seek our

counsel regarding best practices for corporate governance, the evolving legal responsibilities of directors and

senior management, internal controls and procedures, executive compensation, internal investigations and

sec inquiries and investigations.

We offer an established team of lawyers who are devoted entirely to public company representation and work

with clients on an ongoing basis. Having a unique group dedicated to this type of work allows us to leverage

our knowledge of evolving regulatory and market practices to provide companies, boards of directors, board

committees and senior management with timely and cost-effective advice on a full spectrum of corporate

governance and compliance matters.

“theselawyerscombinemarketknowledgewithstronglegalcapabilities.”

chambers Usa2012

quoting a client

spotlight


restructuring & bankruptcy

clients turn to simpson thacher for counsel who understand andrespondquicklytothechallengesofrestructuringandbankruptcyissues.our lawyers adeptly identify and implement unique and innovativesolutions in all aspects of restructuring and bankruptcy from the firstsignsoffinancialdistresstothefilingandresolutionofachapter11case.ahallmarkofourpracticeisourabilitytoadviseawidearrayofparties,includingdebtorsandcreditors,bankagentsinlargesyndicatedcreditsandcompanies,aswellastheirofficersandboardsofdirectors.

Senior Lender and Debtor Representations

Wehavealong-establishedpracticerepresentingseniorlendersoragentsforseniorlendersincomplexchapter11cases,workoutsandout-of-courtrestructurings.ourdeepexperienceenablesustoeffectivelyadviseourclients as to resetting covenants, taking new collateral and negotiatingwithholdersof securitiesor loansat each levelof the capital structure.representationsofseniorlendersoragentsforseniorlendersincludeout-of-courtworkoutsorchapter11proceedings forMF Global,Jefferson County(chapter9proceedings),General Motors, Chrysler,Lear,MGM Studios,Citadel Broadcasting,Lee Industries, Idearc,R.H. Donnelley,Reader’s Digest,Simmons Bedding,Oriental TradingandSix Flags.

We also represent corporations and their majority shareholders in out-of-court restructurings andworkouts aswell as debtors in chapter 11proceedings. recent debtor representations include American Safety Razor Company,andQimonda Richmond andQimonda North America.

Debt and Other Balance Sheet Restructurings

simpsonthacherisattheforefrontofadvisingcorporateclients,sovereignentitiesandbanksandfinancialinstitutionsonnewandinnovativewaystomanagecapitalmarketsexposures.Wetailorrestructuringalternativestomeetourclients’objectivesefficientlyandeffectively.theFirmrecentlyrepresentedHilton Worldwide andaffiliatesof Blackstone intherestruc-turingofapproximately$26billionofHilton’sexistingdebt.inaddition,representativematters include debt restructurings and refinancings forEnergy Future Holdings, Unigel Participações, MedQuist Holdings, Visant Corporation, Cedar Fair and Pegasus Solutions.

Distressed Mergers & Acquisitions

Drawing on the Firm’s combined strength inmergers and acquisitionsas well as bankruptcy and restructuring, we routinely advise clientsregarding investment or acquisition opportunities in connection withdistressedentitiesandassets.

“effectivelyknitstogetheritsmarketleadingcapitalmarketsand

‘unbelievable’bankingexpertisewithitsrestructuring

prowesstoprovidean‘efficientandfirst-classservice’”


“the firm houses a deep bench of exceptionally talented and effective bankruptcy attorneys.”

cHambers usa 2011

quoting a client

15

real estate

Fromsingle-asset transactions to the largest andmost significant cross-border deals, simpson thacher’s global real estate practice providescomprehensiveservicestoclientsacrossthespectrumofrealestatetrans-actiontypesandassetclasses.ourlawyersregularlyadviseonthemostcomplex real estate deals in themarketplace, including the $36 billionacquisitionofEquity Office Properties Trust,thelargestrealestatedealinhistoryatthetime,andthe$26billionacquisitionofHilton Hotels,atthetime,thelargesthotelcompanyacquisitionevercompleted.

the Firm’s synthesis of pure real estate experiencewithm&a, capitalmarkets, banking and restructuring prowess affords us a comprehen-siveviewofourclients’businessobjectivesandanabilitytohelpthemachievetheirgoals.recently,ourrealestate,m&a,capitalmarketsandbanking lawyers advised affiliates of Blackstone on the $9.4 billionacquisition of the U.s. retail shopping center business of australianCentro Properties Group,atthetime,thelargestrealestatedealsincethefinancialcrisis.thisexcellenceacrosspracticeareasallowsustomeetthefullcomplementofourclients’needsandofferasinglesourceforadviceonalllegalissuespertinenttotherealestatebusiness.

We represent real estate industryparticipants invirtuallyall capacities,includingprivateequitysponsors,reitsandotherrealestatecompanies,developers,homebuilders,lendersandinvestmentbankingfirms.inaddi-tion,weassistourclientswitheveryphaseofanasset’slifecycle,frominitial conception, to acquisitions and their financings, to the ongoingmanagementofassets,torestructuringsanddispositions.

because our real estate practice is among the most sophisticated anddiversifiedofmajorU.s.lawfirms,weareuniquelyqualifiedtoadviseclientsonallaspectsofdistressedrealestatematters.Weregularlyadviseontherangeofissuesthatexistsintoday’smarketplacegiventhedisloca-tionoftherealestatemarketsasaresultof thecreditcrisisandofferapracticalapproachtofindinginnovativesolutionsforourclients.

band1rankinginnewyorkrealestate:

mainlycorporate&Financechambers Usa2008–2012

“afirst-classpractice.”chambers Usa2011

quoting a client

Our real estate practice covers the spectrum of real estate asset classes, including:

Hotels offices commercial and retail properties residential properties Homebuilders, construction and property developers


“Whatreallysetsthisteamapartistheirability

tocombineexcellentlegalcounselwithasophisticatedandnuancedunderstanding

ofourbusiness.”chambers Usa2012

quoting a client

tier1rankinginsecurities:shareholderlitigation

theleGal500 UniteDstates

2009–2012

litigation, investigations & global dispute resolution

themostsophisticatedclientsintheworldentrustsimpsonthacherwiththeirmost threatening and complex litigationproblems for one simplereason: our long record of extraordinary results in matters of everydescription.

With over 200 litigators, simpson thacher offers superb breadth anddepthoneverytypeofcomplexdispute.Weadviseclients,manyofwhomhave global operations, on high stakes litigation matters, governmentand internal investigations, and international disputes in theamericas,europe,asia,latinamericaandthroughouttheworld.Weleverageourbroadexperienceandversatilitytoaddresstheuniquelegalandbusinessinterestsofourclients.

oneveryengagement,ourgoal is toquicklyresolveourclients’ issueswith minimal disruption to their business while mitigating risk and,wherepossible,avoidinglitigation.intheeventlitigationisnecessary,weemployadisciplinedprocesstoseekdismissalpriortotrial,orwheninourclient’sinterest,narrowanddefinetheissuesfortrial.

Our litigation practice is consistently ranked highly, including the following Band One rankings by chambersandpartners:

BAnD 1 RAnKED PRACTICES YEARS

antitrust – nationwide 2009–2012

antitrust – new york 2003–2012

general commercial litigation: the elite – new york 2003–2008, 2011–2012

insurance: dispute resolution: insurer – nationwide 2007–2012

insurance: dispute resolution: insurer – new york 2006–2012

securities litigation – nationwide 2010–2012

securities litigation – new york 2006–2012

17

“consistently terrific, jam-packed with talent” euromoney bencHmarK litigation 2012

quoting a client

spotlight

Securities

simpsonthacher’ssecuritieslitigationpracticeisrecognizedinternation-ally as being in the top tier. For decades, our securities litigators havedefended themostprominentfinancial institutionsandcorporations inthe United states against headline-making securities fraud allegations.We have been involved in virtually everymajor financial-related litiga-tion,includingnumerousresidentialmortgage-backedsecurities(rmbs)actions; claims arisingout of theLehman Brothers collapse; theWash-ington Mutualbankruptcy;securitiesissuedbyFannie MaeandFreddie Mac; AIG’s exposure to the subprime crisis; actions against Fairfield Greenwich related to themadoff scandal; and class actions involvingJPMorgan related to auction rate securities.We have also representedPfizer inmultiple securities cases arising out of alleged nondisclosureofdrugsafety-relateddata,andSirius XM RadioandBank of AmericaMerrill Lynchinsecuritieslitigations.

Leading the Defense of Residential Mortgage-Backed Securities Litigationmany of the world’s largest investment banks turned to simpson thacher to help them with massive securities

litigation arising from the 2008 financial crisis. an example is our defense of banks in litigations brought by

government-sponsored entities, private institutional investors and putative class plaintiffs who assert that the

Firm’s clients are responsible for investor losses in rmbs.

collectively, the Firm represents The Royal Bank of Scotland (RBS), Deutsche Bank and UBS in dozens of such

actions by purchasers of rmbs that were sponsored, issued and/or underwritten by our clients. plaintiffs

include the Federal Housing Finance agency, as conservator for Fannie mae and Freddie mac, the Federal

Home loan banks of chicago, boston, indianapolis, san Francisco and seattle; massachusetts mutual life

insurance company; cambridge place investment management; and other institutional investors as well as

putative class representatives. plaintiffs seek many billions of dollars in damages and restitutionary relief under

various federal and state laws.

simpson thacher has achieved significant success in a number of these claims, obtaining, in one action,

the dismissal with prejudice of all claims against RBS and Deutsche Bank, and in another defeating class

certification of holders of more than $3.5 billion in rmbs. the denial of class certification was upheld by

the united state court of appeals for the second circuit.


Antitrust

our antitrust team has a long track record of achieving regulatoryclearancefor the largestandmostcomplexmergersandacquisitions inhistory.representations includeWyeth in its $68 billion acquisitionbyPfizer;Varian Semiconductor in its$4.9billionacquisitionbyApplied Materials; Quidsi/Diapers.com in its acquisition by Amazon.com;Sanyo Electric in its$8.6billionacquisitionbyPanasonic Corporation;SiriusSatellite Radio initsmergerwith XM Satellite Radio;andAdmeldin its acquisitionbyGoogle.courtroomvictories includedismissals ofantitrustclaimsagainstKKR in theDel Monteacquisitionandagainstoffice retailer Staples. We also have played a lead role in defendingKKR and Blackstone inanantitrustclassactionrelated tosomeof thelargestleveragedbuyoutsofthelastdecade,andJPMorganindefendinglondoninterbankofferedrate(libor)andmunicipalderivativeprice-fixinglitigations.

Insurance and Reinsurance

ourFirmhasbeen the international leader in thepracticeof insuranceand reinsurance law formore than 30 years. through our litigation ofsomeofthemostsignificantcoveragecasesofthelastthreedecades,wehavedonemoretoestablishthecontrollingU.s.precedentsininsuranceandreinsurancecaselawthananyotherlawfirmintheUnitedstates.

representationsincludeUSF&Ginanaffirmanceofa$420millionsummaryjudgment ina reinsuranceactionagainstmultiplereinsurers; landmarkvictoriesforSwiss Reinseptember11threlatedlitigation;asupremecourtvictoryforTravelersinanhistoricasbestoscaseestablishinganimportantprecedent relating to the resolution of litigation claims in bankruptcy;andanaffirmanceofadismissalofaclassactionsuitinconnectionwithmillionsofdollarsofcustomsbondsagainstSwiss Re.additionalclientsinclude:AIG, Berkshire Hathaway, Fireman’s Fund, Lloyd’s of London (Equitas), Mitsui Sumitomo and SCOR.

Defending the nation’s Largest Title Insurer against Antitrust Litigation When faced with an onslaught of lawsuits following an unflattering article in The Wall Street Journal, the

country’s largest title insurer turned to simpson thacher for advice. in February 2008, the Fidelity family of

title insurance companies, including the nation’s largest title insurance company, Fidelity national Financial,

found themselves facing 15 putative class actions in federal courts in 12 states. these actions challenged

title insurance rate-setting in those states and involved fees paid for title insurance in nearly every real estate

transaction in those states over several years.

to address this onslaught of litigation, the Firm sought to quickly achieve dismissals in jurisdictions perceived

as more likely to grant a motion to dismiss in order to build momentum to achieve dismissals in less favorable

jurisdictions. this strategy proved successful and motions to dismiss were granted in eight cases, summary

judgment was granted in another, and in five cases, the plaintiffs voluntarily dismissed their complaints. another

case was stayed. a number of the dismissals have been upheld on appeal including in the second, third, Fifth

and sixth circuit courts of appeal.

We have achieved the successful dismissal or stay of every claim in these cases without our client having to

pay any settlements. What started as a serious threat to our client and the title insurance industry has come

close to an end with a substantial body of case law that we helped create to buttress the title insurance industry

from future claims.

spot

light

“adeptathandlinglitigation,m&aclearances

andgovernmentinvestigations,theantitrustpracticeiswellknownforitsstrength[and]depth

combinedwithitsnicheexpertise...”


“[simpsonthacheris]stillthebestfirmwhenitcomestorepresentinginsurers.”

chambers Usa2012

quoting a client

19

Government and Internal Investigations

simpson thacher lawyers are routinely engaged by multinationalcompanies,financial institutions,professional servicesfirmsandexecu-tivestoadviseonthefullrangeofbusiness-relatedcriminal,regulatory,congressionalandothersignificantgovernmentinvestigationsinstigatedbyfederalandstatelawenforcementagenciesandregulators.Wehaveextensive experience in conducting sensitive internal investigations onbehalfofcompanies,boardsandboardcommitteestouncoverpotentialmisconductpriortocommencementofagovernmentinvestigationandwehandlemattersrelatedtoviolationsoftheForeigncorruptpracticesactandanti-fraudlaws.

representative matters include advising a global financial institutionin connection with an sec investigation related to mortgage-backedsecurities;amajoreuropeanmanufacturerinconnectionwithacriminalantitrustinvestigationbeingconductedbytheDepartmentofJustice;andrepresentationoftheformergeneralcounselofamajorfinancialinstitu-tioninconnectionwithmattersrelatedtoamerger.

Intellectual Property

our intellectual property lawyers represent clients in bet-the-companydisputesinvolvingpatents,copyrights,trademarks,tradesecrets,domainnames and intellectual property licenses. We also advise clients onintellectualproperty transactionalmatters.our representations includeApple in numerous patent litigations in courts around the country;VerizoninsignificantpatentlitigationinvolvingitsFiostvservice;andIntel in key patent-relatedmatters.We obtained early positive rulingsonbehalfofCSRallowingforafavorablesettlementinlitigationagainstBroadcom. in our life sciences practice, our representations includeHuman Genome Sciences ingroundbreakingpatentandantitrustcasesinvolving benlysta®; andDaiichi Sankyo in hatch-Waxman litigationregarding itsblockbusterpharmaceuticalproductslevaquin®,benicar®,benicarhct®andazor®,andinlitigationoveritssubsidiaryranbaxy’smarketingofgenericlipitor®.

International Arbitration

the Firm offers one of themost dynamic and successful internationalarbitrationpractices in theworld.our arbitrationpractice is fully inte-grated into the Firm’s litigation department, enabling us to offer ourarbitrationclientsthefullrangeandstrengthofourlitigationresources.representationsincludeMatlinPattersoninitssuccessfuldefenseagainstU.s.enforcementofa$55millionbrazilianaward;Hanwha and ORIXinawidelyfollowedarbitrationbroughtagainstKorea Deposit Insurance Corporation;andsuccessfulresolutionofthefirst-everinvestmenttreatyarbitrationsfortheGovernment of the Dominican Republic.

“provides‘first-ratebusiness-orientedadvice’tomajorcorporateandhigh-profileexecutives

acrossawidespectrumofgovernmentinvestigations”theleGal500 UniteDstates 2012

namedtotheGar100asaleadingFirm

GlobalarbitrationrevieW

2008–2012

“thegroupatthisinternationallyrenownedfirmisrespectedforits

commercialandinvestmenttreatyexpertise,anddrawsonaprestigiousbenchoflitigatorswithproven

experienceininternationalarbitration.”

chambers Usa2012

2009 and 2012 award for excellence in insurance

cHambers usa


“the team always remains laser-focused on litigating matters

in the most efficient manner possible.” cHambers usa 2011

quoting a client

Mergers and Acquisitions Litigation

overthepasttwodecades,theFirmhasplayedaleadingroleindefendingclientsagainstshareholderlitigationchallengingsomeofthelargestandmost complexmergers and acquisitions transactions.We have handledlitigations forKKR andBlackstone arisingoutofallfiveof the largestleveragedbuyouttransactionsevercompletedandhavehadprimaryrolesinseminalm&alitigation,includingrepresentingMatsushitainitsacqui-sitionofMCA UniversalandParamount CommunicationsinthewidelypublicizedtenderofferlitigationagainstQVC.Wehavealsobeenactivein m&a litigations originating from significant transactions involvingstrategicclients,includingWyeth/Pfizer;Xerox/ACS;Anheuser-Busch/InBev;Mars/Wrigley; andSirius/XM.more recent high profilem&amatters include shareholder challenges to two of the largest leveragedbuyout transactionscompleted in recentyears (Del Monte andKinetic Concepts)and largestrategic transactions involvingPetrohawk Energy Corporation,Arch Coal,MosaicandVarian Semiconductor.

Bankruptcy

theFirm’sbankruptcylitigationpracticecoverseveryfacetofbankruptcylaw,fromdisputesoverplanconfirmationtolenderliabilityandequitablesubordinationclaimstocollateral issuesarisingoutofmass tort-relatedbankruptcies.oursuccesses includenegotiatingonbehalfofoneof thelead secured lenders in the Adelphia Communications bankruptcy, asuccessful multi-party settlement for a small fraction of the asserteddamages;dismissalofabilliondollaractionbroughtbyholdersofEnronnotes against JPMorgan; and representation of debtor Motor Coach Industriesinitssuccessfulemergencefromchapter11proceedings.morerecentrepresentationsincludethegeneralpartnerofFairfield Greenwich Funds in bankruptcy filings in connection withMadoff litigation andJPMorgan in connection with Jefferson county, alabama’s chapter 9bankruptcyproceedings,thelargestmunicipalbankruptcyinU.s.history.

tier 1 ranking in Financial services: litigation

tHe legal 500 united states 2012

“thefirmalsoincludesastrongbankruptcylitigationcapabilitybothforcreditors

anddebtorsacrossthegamutofmatters”


21

“thisfirmremainsattheforefrontoflitigationwork,andhasapreeminenttrack

recordincommercial,securitiesandwhite-collarcriminaldefensework.”

chambers Usa2012

Product Liability and Mass Tort

simpsonthacherhasbeenaleaderinthedevelopmentofproductliabilityandmass tort law in theUnitedstates for fourdecades.our litigatorshandleallaspectsofproductliabilityandmasstortclaims,takingcasestojurytrialinbothstateandfederalcourtsovermanyyearsandwinninglaw-defining appeals. achievements include securing a dismissal ofan action againstBlackstone for alleged unfair competition and falseadvertising related to health insurance products; numerous dismissalsand appellate victories nationwide on behalf ofHeineken inmultiplealcoholadvertising-relatedchallenges;obtainingfavorablesettlementsofseptember11thclaimsagainstthesecuritycompanychargedwithairportsecurityatnewarkandloganairports;defendingmotorcyclecompanyDucati in a nationwide consumer class action resulting in a creativesettlement; and representing wire rope manufacturerBridon in multi-party litigationrelated tomooring failuresduringhurricane ike in theGulfofmexico.

ERISA Litigation

our erisa team represents leading financial institutions, corporationsandtheirofficersanddirectorsinhigh-stakeserisalitigation.Wealsohaverepresentedourclientsingovernmenterisa-relatedinvestigations,including inquiriesby theDepartmentoflaborand thesec.throughourcutting-edgework,wearedefiningtheboundariesoferisaliabilityon behalf of our clients. clients take comfort in our experience andtrackrecordinthisareaaswellasourabilitytopresentargumentsandevidence in the manner best suited to advance their interests. recentrepresentationsincludeachievingdismissalsofstock-dropcasesagainstLehman Brothersofficersanddirectors,WyethandWashington Mutual.We have successfully represented JPMorgan in a number of erisaactionsincludingsecuringadismissalinanactionrelatedtothecollapseofEnron and a voluntary dismissal of the plaintiff’s claims related tochangesinJPMorgan’sretirementplan.

Complex Commercial Litigation

ourlitigationpracticehasapreeminenttrackrecordincomplexcommerciallitigationandisconsistentlyrankedinthetoptierforcomplexcommerciallitigationdisputes.asaresult,wearesoughtoutbyclientsglobally,acrossawiderangeofindustriesinconnectionwithrepresentationsonnationalandcross-borderdisputes.ourrecentsuccessesincludeachievinga landmark $110million juryverdict forpropertydeveloper clientGray Development; a$28millionjuryverdictforourclient,amemberoftheJordanian Royal Family,involvingiraqwardefensecontracts;anda$146millionverdictforBank of America Merrill Lynchinaderivativessuit.


Whistleblower/False Claims Act

our Whistleblower/False claims act practice group representsindividuals and companies subject to allegations of wrongdoing by“whistleblowers.” increasingly,whistleblowersprompt lawenforcementand regulatory officials to initiate action against individuals andcorporations under federal and state law, including federal securitieslaws. at the same time, governments are increasingly turning towhistleblowerstatutes,suchastheFalseclaimsact,toprotectthepublicfromallegedfraud.

thispracticegroup,whichincludesformerassistantU.s.attorneysandotherformerfederallawenforcementofficials,regularlyrepresentsclientsin investigationsand litigationarisingoutofwhistleblowerallegations.ourexperienceextendsfromtraditionalindustrieswherewhistleblowershave historically played significant roles like defense and healthcareto industries seeing increased whistleblower activity such as financialservices and technology.one representativematter is a summary judg-mentwininaFalseclaimsact“whistleblower”caserelatedtohurricaneKatrinaagainstThe Standard Fire Insurance Company.

Law Firm Practice

manyof thenation’s top lawfirmsandattorneys turn touswith theirmost sensitive matters when there is a significant risk of reputationaldamageorfinancialloss.Wehaveextensiveexperienceadvisingclientsonlegalmalpracticeactions,sanctionsmotions,investigationsandrelatedmatters.inaddition,weprovideadvicetolawfirmsinconnectionwithinternalissuesanddisputeswithotherfirms.ourfavorableresultshaveenabledustodevelopastrongreputationasthe“lawyers’lawyers.”

“acknowledgedbypeersasbeing‘pre-eminent’

and‘firstrate’”theleGal500 UniteDstates 2011

“Wewouldcertainlyusesimpsonthacheragainforourmostsensitiveandcomplexissues.”eUromoneybenchmarK

l it iGation2012

quoting a client

“competitors consistently cite the firm as one of the world’s elite, distinguished

by its unmatched expertise in civil and commercial litigation.”

euromoney bencHmarK litigation 2011

23

“ahigh-qualitygroupwithanexcellentpractice.”

chambers Usa2011– taX

quoting a client

band1rankinginnewyorkenvironmental:

mainlytransactionalchambers Usa2011–2012

tax

adiversegroupofclients, includingmajormultinationalcorporations,investmentandcommercialbanks,privateequityandhedgefunds,realestate opportunity funds and high-net-worth individuals, turn to ourtaxpracticeforassistanceinsolvingcomplextransactionalandfinancialproblems.theFirmprovidestaxadvicethatfitsthebusinessobjectivesof theclient.todoso,our taxand transactional lawyersworkcloselywith our clients’ internal tax staff and outside accountants to designstructures that can be implemented practically in the context of theparticulardeal.

ourprincipalfocusisonthetaxaspectsofmergerandacquisitiontrans-actions, thedesignof complexfinancial instruments, the formationofinvestmentfundsandothercapitalpools,thestructuringofrealestateinvestments, and cross-border financing and investment activity. Wehaveworkedonsomeof themosthighprofilem&amattersofrecentyearsandhaverepresentedwellknownprivateequitysponsorsintheirmost important transactions and fundraising activities.as a result ofourexperiencewithabroadarrayoftransactions,financialinstrumentsandinvestmentstrategies,weareabletorespondquicklyandefficientlywithtaxadviceintendedtomovethedealforward.

environmental

ourenvironmentalattorneysprovidecomprehensiveadvice toabroadrangeofclients,includingindustrialcompanies,banksandotherfinancialinstitutions, private equity groups and other investors. in transactionsin which our clients are involved, we frequently advise on: identifica-tion, allocation, management and disclosure of environmental issuesand risk; legal, regulatory and enforcement developments regardingenvironmentalmatters,includingclimatechangeandsustainability;andliabilitiesarisingoutofenvironmentalconditions.Wecounselclientsinthe chemical, pulp andpaper, petroleum, electrical components, utility,miningandotherindustriesconcerningtheresolutionofenvironmentaldisputes,aswellasenvironmentalstatutoryandregulatoryobligations.


“simpson thacher & bartlett llp’s group is ‘smart, knowledgeable,

professional, responsive and accessible.’” tHe legal 500 united states 2011 –

employee beneFits and eXecutive compensation

executive compensation & employee benefits

theexecutivecompensationandemployeebenefits(eceb)practiceisanintegraladjuncttoalloftheFirm’scommercialpracticesduetotheimpor-tance of compensation arrangements in retaining and motivating keymanagementandemployees.ourattorneyshaveextensiveexperienceinaddressingallnatureofcompensationandbenefitsissuesthatariseinatransactional context, and thegrouphasbuilt anational reputation formeetingallmarketdemands.thelawyersinthepracticehaveadvisedontheseissuesforacquirors,sellers,targetsandexecutivesinstrategicandprivateequitytransactions,andcompaniesofallsizesinspin-offs,initialpublicofferingsandrestructurings.inaddition,oureceblawyersareattheheartofthestructuringofinvestmentfunds,inrecognitionofthefactthatpensionplanassetsarekeysourcesofcapital.

Wealsohaveexperiencewiththesensitivitiessurroundingtheincreasedregulation and taxation of compensation arrangements and corporategovernanceinthe“pay-for-performance”and“say-on-pay”environment,where it is increasingly important todirectlyandunambiguouslyalignmanagementincentiveswithshareholderinterests.thisknowledgeandjudgment is vital in assistingour clientswithnavigating and ensuringcompliancewiththesecomplexrules.

labor & employment

ourlawyershaveexperienceinallfacetsoflaborandemploymentlawandalonghistoryofrepresentingcompaniesinabroadarrayofindustries.becauseoftheserelationships,wehavedirectworkingknowledgeofourclients’ businesses allowing for well-balanced, informed guidance.Weadviseclientsonlaborandemploymentlawissuesthatariseintransac-tionsandrepresentclientsinsituationsinvolvingallegationsofwrongfultermination,sexualharassmentandotheremployment-relateddisputes.

band1rankinginnewyorkemployeebenefits

&executivecompensationchambers Usa2008–2012

25

personal planning

simpson thacher’s personal planning lawyers are at the top of theirfield, counseling individuals and families on all aspects of their finan-cialandpersonalsituations.ouradviceissoughtbysomeofthemostaffluent individuals and families in theworld, including icons of thefinancialservicesindustry,leadersofmajorinternationalfamily-ownedcompaniesandexecutivesofleadingrealestateorganizations.Wealsocounselindividualsandbanksactinginfiduciarycapacitiesasexecutorsofestatesandtrusteesofcomplextrusts,andweworkwithfamilybusi-nessesinbothtaxplanningandbusinesssuccessionplanning.

Weprovide thecarefulattentionofa family lawyerwhileapplying thefinancialacumenofatop-tiercorporatelawfirm.asapractice,wecreateaplanfortransferringwealththatmeetsboththeclient’spersonalgoalsandtaxobjectives.ourworkcoversgift,estateandgeneration-skippingtransfer taxes, complex estate and trust administration, estate freezingtechniques,planningwithprivateequityandhedgefundinterests,chari-tabletransfersandwealthpreservationacrossgenerations.Wealsohelpclientsprepareforspecialfamilysituations,suchasprovidingsupportfordisabledordependentfamilymembersorforchildrenofapriormarriage.ourexpertiseincludescross-borderissuesasourclientshaveassetsandfamilymembersallovertheworld.

exempt organizations

simpsonthacherhasoneoftheleadingexemptorganizationspracticesintheUnitedstates.Wecounseltax-exemptcharitableorganizationsandtheirdonors on the formation andqualificationof new charitable orga-nizationsandadviseontax,governance,compensation,corporate,trust,intellectualpropertyandlitigationissues.not-for-profitinstitutionsturntousforthereviewofinvestmentsinprivatefundsandsimilarinvestmentvehicles, andwe regularlyworkon internationalphilanthropicmattersinvolvingU.s.organizationsoperatingabroadandtheU.s.operationsofinternationalcharities.

Our exempt organizations practice advises not-for-profit organizations and private foundations, including:

� the“americanFriendsof”organizationsupportingthelouvre� thecentraleuropeanUniversity� DoctorsWithoutborders/médecinssansFrontières� theFordFoundation� Gavialliance(f.k.a.Globalallianceforvaccinesandimmunisations)� thehearstFoundations� themetropolitanmuseumofart� thenewyorkpubliclibrary� opensocietyinstitute� princetonUniversity� robinhoodFoundation

2 6

marQuee matters across tHe decades

underwriters in £875 million debt offering by virgin media, one of the largest-ever issues of high yield debt denominated in pounds sterling

Financing providers in $1.2 billion financing of terra-gen’s alta Wind ii-v, the largest renewable energy wind farm in the united states in 2010

KKr $2 billion going public transaction

agent for lenders in mgm studios restructuring

1989 200320012000

2010 2011 initial purchasers in $4

billion debt offering by américa móvil, reported to be one of the largest debt offerings ever sold by a company based in a developing country

agents for lenders in chrysler and gm chapter 11 proceedings

underwriters in samsung life insurance $4.4 billion ipo, the largest ipo in Korea

dai-ichi life insurance $11 billion ipo

simpsonthacherhasalonghistoryofadvisingoncomplexandheadline-makingdealsandlitigationmatters.

Key antitrust/competition

bankruptcy/restructuring

Financing

Fund Formation

litigation

pe buyout

pro bono

securities transaction

strategic m&a

accenture $1.7 billion ipo

aol $105 billion merger with time Warner

chase manhattan bank $39 billion merger with Jpmorgan

icc award in favor of andersen consulting in arbitration against andersen Worldwide and arthur andersen

1996 chemical bank merger

with chase manhattan bank, creating the largest u.s. bank holding company at the time

KKr $31 billion buyout of rJr nabisco, at the time, the largest completed buyout in history

2009 ubs $6.5 billion dip financing for lyondell

chemical company

Wyeth $68 billion sale to pfizer, the largest completed acquisition of 2009

stora enso and celulosa arauco joint acquisition of a majority of ence’s forestry operations, the largest m&a transaction in uruguay

initial purchaser in a debt offering by the government of the cayman islands, its inaugural debt offering in the broader international capital markets

First reserve Fund Xii$9 billion fund, believed to be the largest-ever energy-focused pe fund

lead arrangers in $9.875 billion financing of nbc universal Jv owned by comcast and general electric

blackstone $9.4 billion acquisition of centro properties, the largest buyout of 2011

btg pactual $1.5 billion flagship pe fund, reported to be the largest brazilian pe fund raised at the time

Hca Holdings $4.35 billion ipo, the largest u.s. ipo of 2011 and largest-ever pe-backed u.s. ipo

microsoft $8.5 billion acquisition of skype, microsoft’s largest acquisition

ppl $7.5 billion offerings of common stock and equity units to finance its $7.625 billion acquisition of e.on u.s., one of the largest-ever acquisitions by a regulated utility

chemspec international going private transaction, one of the first transactions of its type to close in china

» landmark ruling in favor of

campaign for Fiscal equity, a monumental victory providing that every public school student is entitled to the opportunity for a meaningful high school education

KKr $1.8 billion acquisition of oriental brewery, KKr’s first investment in Korea and one of the largest buyouts in the Korean market

travelers u.s. supreme court victory in the Johns-manville bankruptcy matter, one of the decade’s most important business law decisions

lead managers in republic of Korea $3 billion dual tranche global bond offering

»

27

unanimous jury verdict in favor of swiss re, the largest participant in the $3.54 billion property insurance program covering the World trade center at the time of the september 11, 2001 terrorist attack

underwriters in $1.7 billion google ipo, the largest tech ipo at the time

new york public library historic transaction with google to digitize books and make them available online

itc Holdings $287 million ipo, which created the first independently owned electric transmission company in the united states

J.p. morgan europe limited in debt restructuring by the republic of serbia of us$1.2 billion of bonds

carlyle partners iv $7.85 billion fund, at the time, the largest pe fund ever raised from third-party investors

mastercard $2.6 billion ipo, the largest u.s. ipo of 2006

KKr, bain capital, merrill lynch global private equity and the Frist Family $33 billion acquisition of Hca, one of the five largest completed buyouts in history

consortium, including apax partners, KKr, blackstone, providence equity and permira €12 billion acquisition of tdc, the largest buyout in denmark

200620052004

20072008

2012

KKr, bain capital, silver lake partners, apax partners and alpinvest €9 billion acquisition of nXp, the largest buyout in the netherlands

KKr and goldman sachs €6 billion acquisition of pagesJaune groupe, the largest buyout in France

KKr and goldman sachs €4 billion acquisition of Kion, the largest buyout in germany

selling shareholders in sale of aerodom, the first-ever leveraged buyout in the dominican republic

northwest airlines merger with delta airlines, creating america’s largest airline at the time

blackstone acquisition of 20% of equity of china national bluestar (group) corporation, blackstone’s first major investment in china

sirius satellite radio $13 billion landmark merger with Xm satellite radio

KKr-led consortium $7.2 billion acquisition of samson investment company, the largest u.s. buyout of 2011

china national agrochemical corporation acquisition of makhteshim agan industries, the largest-ever transaction between a chinese and an israeli company

underwriters in $16 billion Facebook ipo, the largest-ever technology offering and the third largest ipo in u.s. history

bank of america merrill lynch $146 million award for breach of contract in a derivatives transaction

vista equity partners Fund iv $3.5 billion pe fund

eQt vi €4.75 billion fund, at the time, the largest european buyout fundraising to have a final close since the financial crisis began

monex group $411 million acquisition of tradestation, one of the largest u.s. public company acquisitions by a Japanese company

sirius Xm radio dismissal of shareholder derivatives suits related to the 2009 merger

bechtel affiliate $125 million award against the indian state of maharashtra in the $6 billion us dabhol power project, the first award issued against an indian entity for the loss of equity investment in the dabhol project

underwriters in medicinova ipo, the first time a u.s. corporation conducted an ipo as a sole listing in Japan

bank of communications 56.6 billion yuan ($8.9 billion) private share placement

eaton corporation $13 billion acquisition of cooper industries

Jpmorgan as agent for lenders to mF global credit facilities in connection with mF global chapter 11 proceedings

$39 billion acquisition of equity office properties, the largest real estate deal in history

KKr and tpg $45 billion acquisition of tXu corp., the largest-ever completed buyout

KKr $29 billion acquisition of First data corporation, one of the five largest completed buyouts in history

KKr and stefano pessina £12 billion acquisition of alliance boots, first take-private of a Ftse 100 company and the largest-ever buyout in europe

initial purchasers in debt offering by citic resources Finance (2007), at the time, the largest-ever high yield offering by an asian issuer excluding Japan

blackstone capital partners v, over $21 billion fund, the largest pe fund ever raised

blackstone $26 billion acquisition of Hilton Worldwide, the largest-ever hotel acquisition

KKr €910 million acquisition of u.n ro-ro isletmeleri, the first-ever sponsor-led buyout in turkey over $1 billion

blackstone $4.8 billion ipo, the largest u.s. ipo of 2007

»

» travelers affiliates $420

million affirmed summary judgment by the new york appellate division, in one of the most significant, recent reinsurance decisions

bc european capital iX €6.5 billion fund, the largest european buyout fundraising since the financial crisis began

carlyle $671 million ipo

u.s. department of the treasury in structuring and implementing the troubled asset relief program (tarp)

suntech power Holdings $575 million convertible notes offering, at the time, the largest-ever convertible offering of a non-state-owned company out of china

aluminum corporation of china (chinalco) over $14 billion investment in rio tinto, the largest-ever foreign investment by a chinese entity at the time


Financial institutions

legal matters involving financial institutions give rise to complexregulatory issues and other industry-specific considerations. simpsonthacherboastsateamoflawyerswithdecadesofexperiencedealingwithboth the regulations towhich financial institutions are subject and theregulators who administer them. We offer highly sophisticated andeffective representation to a wide range of participants across thisindustry sector, including banks, assetmanagers, insurance companiesand specialty finance and credit card companies.our lawyers provideintegratedtransactionalandregulatoryexpertiseoneverytypeofm&a,capitalmarketsandregulatorymatterforourclients.

Banks

Wehaveadvisedonsomeofthemostsignificantmergersandacquisitionsthathavehelpedshape the landscapeof thebanking industryover thepast quarter century, including advisingMellon Financial on its $16.8billionmergerwithThe Bank of New York;Chase Manhattanonits$39billionmergerwith JPMorgan; and JPMorgan in its$58billionmergerwithBank One Corporation.morerecently,weplayedaninstrumentalroleinmanyofthekeytransactionsduringandintheaftermathoftheglobal financial crisis, including representing theU.S. Treasury in thestructuringandimplementationofthe$250billiontroubledassetreliefprogram(tarp),andnumerousbanks,investorsandothersinFDicfailedbank auctions.commercial banks, savings banks and other depositoryinstitutions,bothwithinandoutsidetheUnitedstates,turntosimpsonthacher to advise on mergers, acquisitions, capital raises, recapitaliza-tionsandothertransactions.

Insurance Companies

Weareattheforefrontofcapitalraisingintheinsurancesectorandwehavebeeninvolvedinmanyofthelargestandmostcomplexinsuranceindustry mergers and acquisitions, including representing Manulife

“widelypraisedforitsdeal-makingpracticeinthefinancialservicesindustry”

chambers Usa2012

band1rankinginFinancialservicesregulation:Financialinstitutionsm&a:

nationwidechambers Usa2009–2011

industriesthe business interests of our clients cover almost every industry sector,including airlines, automotive, banks and other financial institutions,consumerproducts,energyandinfrastructure,financialservices,healthcare,insurance,lifesciences,manufacturing,mediaandtelecommunications,realestate,retail,shipping,steelandtextilesaswellasallareasoftechnology.

ourexperienceinparticularindustriesisbeneficialtoourclientsasweareable to understand their needs in light of their particular commercial andeconomicrealities.

29

Financial Corporation in its $11 billion acquisition of John Hancock Financial Services and Travelers Property Casualty in its $16 billionmergerwithThe St. Paul Companies.theFirmroutinelyadvisesinsur-ancecompaniesandtheirboardsofdirectorsonabroadrangeofcorpo-rate governance and other matters, includingAmerican International Group (AIG) inconnectionwith the$4.8billionsaleof its Japan-basedlifeinsurancesubsidiariestoPrudential Financial andtheindependentdirectorsofAIGinconnectionwithits$15.5billionsaleofAmerican Life Insurance (Alico)toMetLife.

Asset Managers

theFirmhasadeepandsubstantiveknowledgeofthecomplexorganiza-tionalstructurestypicallyemployedintransactionswithtraditionalassetmanagementfirmsandprivateequity,hedgeandotheralternativeassetmanagers, aswell aswith theunique legal challenges that canarise inthesetransactions.examplesincluderepresentingGSO Capital PartnersinitsacquisitionofHarbourmaster CapitalandAmeriprise Financialinits$1billionacquisitionofthelong-termassetmanagementbusinessofColumbia ManagementfromBank of America.

Credit Card Companies

simpsonthacher also has broad experience in advising on credit cardsecuritizations,theestablishmentofcreditcardbackedcommercialpaperand medium term note programs, and acquisitions and dispositionsof credit card portfolios, including for Federated Department Stores($7.4billion)andDillard’s ($1.25billion).ourworkalsoinvolvesnego-tiatingprivate-label,co-brandedandbankcreditcardprogramandjointmarketingagreements.

“thegroupcombinesregulatoryexpertise

withunrivalledexperience.”chambers Usa2010

quoting a client

Financial Institutions Regulatory Practice

executingtransactionsinthecurrentenvironmentofchangingregulatoryschemesrequiresconstantadaptationofpracticestonewregulatoryrequirements,aswellassignificantregu-latoryinteractionandinterpretationtoensurecompliancewithevolvingmandates.theFirmoffersateamoflawyerswithdecadesofexperienceandthenecessaryperspectivetoprovidesophisticatedregulatoryadvicetoalltypesoffinancialinstitutions.

our regulatory practice includes advising on a broad range of bank regulatory issues,includingcompliancewithU.s.bankingrestrictionsbyforeignbanks,enforcementactionsbyfederalandstatebankingagencies,bankinsolvencylaw,affiliatetransactionrestrictions,marginregulations,commoditytradingactivities,capitalregulations,privacylaws,preparingandprocessingapplicationsformergertransactionsandobtainingregulatoryapprovalforthe exerciseofnewbankingand relatedpowers. in addition,weadviseon thefinancing,structuringandformationofinsurersandinsuranceholdingcompaniesandrenderadvicewithrespecttothedesignandimplementationofnewproducts,licensingcompliancematters,rateandpolicyformfilingsandinvestmentissues.

“‘truly top of the class’ for handling transactional work

within the financial services sector”tHe legal 500 united states 2012


energy and infrastructure

energy companies and their lenders and investors turn to simpsonthacher for cutting-edge legal advice on a broad range of activitiesthroughouttheworld.Wehaverespondedtoindustrychangesthroughcyclesofregulationandderegulation,andcontinuetoprovideadviceonan ongoingbasis to an increasinglydiverse groupof clients, includingin the electric, petroleum, natural gas, renewable energy,mining, infra-structureandenergyserviceprovidersectors.Weareattheforefrontofdevelopmentsintheenergyandinfrastructureindustries,givingustheuniqueperspectivenecessarytoadviseadiversegroupofclientsonallphasesoftheirenergyandinfrastructurebusinesses.

Renewable Energy/Clean Energy

the Firm has been involved inmany of the significant transactions inthissector,includingfinancingsinexcessof$2.2billionforthealtaWindi-viandviiiwindpowerprojectsbeingdevelopedbyTerra-Gen Power aspart ofterra-Gen’saltaWindenergycenter, a 3,000mW initiativeconsidered to be one of the largest wind development projects in theUnitedstates;theacquisitionoffoursolarphotovoltaicfacilitiesbyKKR,aportfoliofinancedinpartwithanequityinvestmentbyGoogle;First Reserve Corporation’sjointventurewithSunEdison,oneoftheworld’sleadingsolarprojectdevelopers;andtheipoofbioagriculturalcompanyCeres.

inaddition,from2007through2011,werepresentedtheissuersorunder-writersinover$4billionofdebtandequityofferingsforsolarcompaniesCanadian Solar, JA Solar Holdings, JinkoSolar, Neo Solar Power,Suntech Power,Trina Solar,Trony SolarandYingli Green Energy.

oneofthetopFiveenergypracticeGroupsoftheyearfor2011

laW360

“‘greatexpertise,strongbusinessacumenandindustryknowledge’inboththeoilandgasand

electricitysectors”theleGal500 UniteDstates 2012

“simpson thacher & bartlett llp’s ‘top-notch’ team is ‘a clear favorite’

in energy transactions…”tHe legal 500 united states 2012

31

Electric Power

since the Firm’s beginning, we have advised clients throughout theworld on a full range of financings andm&a-related transactions forcompanies engaged in the generation, transmission and distributionofelectricpower,aswellasprivateequityfirmsandfinancialinstitutionsinvolved in the power sector. We are well-positioned to assist clientsas they pursue opportunities both domestically and in the globalpowermarkets.

recent examples of our work include representing PPL Corporationin multiple acquisitions and dispositions, including its $7.625 billionacquisition of E.ON U.S., the parent company of louisville Gas andelectriccompanyandKentuckyUtilitiescompany,and its £4.1billionacquisition ofCentral Networks; ITC Holdings in its announced $5.6billionacquisitionoftheelectrictransmissionbusinessof Entergy Corpo-rationinareversemorristrusttransaction;andthelendersin$2.5billionoffinancingstoNextEra Energy Resources anditssubsidiaries.

Oil and Gas

over the course of our decades-long involvement in the oil and gasindustry, we have advised on a number of significant transactions inthe sector, including those involving shale formations and related jointventures. clients across the oil and gas value chain turn to simpsonthacher for advice.theexpansionofouroil andgaspracticewith theopeningofanofficeinhouston,texasin2011wasanaturaloutgrowthofourenergypracticeandhasenhancedourabilitytoprovideexceptionalservicetoourclientsintheoilandgassector.

since2010,wehaveadvisedonmorethan145oilandgas transactionswithanaggregatevalueofover$175billion.this considerable transac-tionvolumeenablesustoprovidepremierserviceandconsideredcounseltoouroil andgas clients.recentlywe represented the consortium, ledby KKR,inits$7.2billionacquisitionofSamson Investment Company,the largest U.s. buyout of 2011;Petrohawk Energy Corporation in its$15.1 billion sale toBHP Billiton;Kinder Morgan in connectionwithover $12 billion of financing for its $38 billion acquisition of El Paso Corporation; the financing providers in connection with a $5 billionrevolvingcreditfacilityand$2billionseniornotesofferingforAnadarko Petroleum; and the lenders in the financing related to the $9.4 billionacquisitionofSouthern Union CompanybyEnergy Transfer Equity.

named a transatlantic elite law firm setting the pace in the global energy market

tHe laWyer 2011


technology

simpsonthacher’stechnologypracticeisbasedinourpaloaltoofficeinsiliconvalley,which, togetherwith our other offices, provides cutting-edgelegaladvicetoleadingtechnologyplayers–technologycompanies,private equity investors, lenders and underwriters – worldwide. Weoffer superior insight into the legal and business issues faced by tech-nologycompaniesgainedovermanyyearsofexperience.representativeengagementsincludeadvising:

Internet and Social Media

� theunderwritersonFacebook’s$16billionipo� AOLonmultipletransactions,includingits$315millionacquisitionofTheHuffingtonPost.comanditsacquisitionofsocialnetworkingserviceabout.me, Inc.

Software

� Microsoftonmultipletransactions,includingits$8.5billionacquisi-tionofSkype Global,its$300millioninvestmentinBarnes & Noble’snooKandcollegebusinessesandits$3.75billionfirst-everpublicofferingofdebtsecurities� Intergraph Corporationinconnectionwithits$2.125billionsaletoHexagon

Networking Equipment, Electronics and other Hardware

� Cisco Systems onsignificantipandotherlitigationmatters� Seagate Technologyonmultipledebtofferingssince2010totalingnearly$2billion� theinitialpurchasersona$1billiondebtofferingbySamsung Electronics America

Semiconductors

� Varian Semiconductor onits$4.9billionacquisitionbyApplied Materials

� NXP Semiconductorsonarangeoftransactions,includingits$476millionipo,its$1billionhighyieldofferingandits$475millionseniorsecuredcreditfacility� Intelonsignificantipandotherlitigationmatters

Telecommunications

� TDCinconnectionwithmultipletransactions,includingthechF3.3billionsaleofitsswisssubsidiary,Sunrise Communications

� DSC CommunicationsandVerizon Wirelessonvariouslitigationmatters,includingpatentlitigation,classactionsecuritieslawsuitsandbreachofcontractsuits� Sirius XM Radioonmultipletransactions,includingthe$13billionmergerofequalsofSirius Satellite RadiowithXM Satellite Radioanddebtofferingssince2009inexcessof$2billion

33

Healthcare

simpson thacher offers a longstanding and broad-based practiceacross the global healthcare and life sciences industry. clients chooseus to advise on their most important and sophisticated transactionsand on intellectual property disputes and litigation matters becauseofourdeepunderstandingof thecomplexitiesof the industryandourextraordinary strength in allpractice areas fromm&a, capitalmarkets,creditandotherfinancingstolitigation,antitrustandintellectualproperty.

Pharmaceuticals

� capsugel� catalentpharmasolutions� cFrpharmaceuticals� Daiichisankyo� Jazzpharmaceuticals� merck� novartis� otsukaholdings� pfizer� stiefellaboratories

Medical Devices

� accellent� bectonDickinson� biomet� chinamedicaltechnologies� Dynavox� Kineticconcepts� teleflex� toshibamedicalsystems

We have advised clients across the spectrum of the healthcare sector, including on transactions involving the companies listed below:

Biotech

� Facetbiotech� humanGenomesciences� lifetechnologies

Healthcare Services

� almostFamily� americanrenalholdings� apriahealthcareGroup� chinanepstarchainDrugstore� hca� m*modal� medQuistholdings(formerlycbaysystemsholdings)� pressGaneyassociates� teamhealthholdings� vanguardhealthsystems

“its industry expertise includes the technology and life sciences sectors.”

cHambers usa 2010

ourgeographicreachenablesustoassistourclientsoncomplexmattersthatcrossjurisdictionsandtodeliverthehigh-qualitylegalservicesdemandedbyourclientsinbothestablishedandemergingmarkets.

nEW YORKserving clients for over 125 years, we are headquartered in new york. From our headquarters, we provide a full array of general corporate and litigation services to corporations in a wide range of industries, commercial and investment banks, insurance companies and other financial institutions, private equity sponsors and asset managers, educational and philanthropic institu-tions and individuals.

WAShInGTOn, D.C.our Washington, d.c. office augments our ability to deliver superior service to clients around the world in high profile antitrust matters, government and internal investigations, including sec enforcement and Foreign corrupt practices act (Fcpa) matters, interna-tional arbitrations and other regulatory areas such as national security reviews of foreign investments (cFius).

PALO ALTOour palo alto office anchors the Firm’s technology practice and is at the vanguard of our work in the biotech sector. this thriving practice offers full-service corporate and litigation capabilities. our palo alto team serves leading companies, private equity firms and financial institutions not just in northern california but worldwide, including in the asia-pacific region.

LOS AnGELESour los angeles office routinely serves the transactional and litigation needs of our clients active on the West coast and in southern california. our lawyers in l.a. are well known leaders in private equity, m&a, fund formation and insurance and commercial litigation. the office also serves as a platform for the Firm’s significant media and entertainment practice.

our global reacH

named a transatlantic elite law FirmtHe laWyer 2008–2011

hOUSTOncomplementing and building on the Firm’s over 100 years of experience in the energy industry, we opened our Houston office in 2011. our presence in this global energy center enhances the Firm’s service to energy sector clients, including financial institutions, strategics and private equity firms involved in the oil and gas industry and the related service sector.

SÃO PAULOin 2009, we opened our são paulo office to complement and build on the Firm’s latin american experience. our são paulo team regularly advises on the full spectrum of leading corporate transactions and arbitrations. our local presence, together with our multi-lingual team’s deep transactional experience and familiarity with local culture and practices, enables us to optimize representation of our clients on their most important and complex transactions.

35

palo alto los angeles

Houston

neW yorK

sÃo paulo

WasHington, d.c.

Hong Kong

toKyo

london

seoul

LOnDOnour team of u.s. and english-qualified lawyers based in london advise clients doing business in europe and beyond on capital markets, corporate, m&a, credit and banking, private funds, tax, real estate, arbitration and competition law matters. With more than three decades of experience, we have built a thriving european practice through innovative lawyering and dedicated client service. our london-based team is comprised of lawyers from around the world who speak a range of european languages.

TOKYOour tokyo office has a leading practice among u.s. law firms offering experienced transactional lawyers with Japanese language capability. our tokyo lawyers consistently advise on the largest capital markets transactions involving Japanese issuers as well as on groundbreaking cross-border m&a transactions in Japan, and work with litigators in our u.s. offices to assist Japanese clients in a broad range of complex litigations, international arbitrations and dispute resolutions.

BEIJInG AnD hOnG KOnGWe have been active in greater china and other parts of asia for over 20 years. our highly regarded china practice, which is centered in beijing and Hong Kong, offers bilingual lawyers with considerable china transactional experience. With one of the largest on-the-ground teams among all u.s. firms, we regularly advise leading chinese and global companies and financial institutions on significant and complex capital markets and cross-border m&a transactions involving china, other parts of asia and around the globe. We also have an active private funds practice in the region to service our clients in greater china. lawyers in our china practice advise on u.s., english and Hong Kong law, enabling us to offer clients a one-stop source for their most sophisticated transactions.

SEOULWe have been a go-to international law firm in the Korean legal market for nearly two decades. Known for our client-first, solution-oriented service, we have built our market leadership in Korea through well-balanced representation of multinational Korean corporations, banks, financial institu-tions and other clients in a broad range of capital markets, m&a and private equity transactions, as well as in international arbitration. responding to our clients’ increasing global needs, the Firm opened an office in seoul in 2012 staffed with experienced lawyers who are bilingual and bicultural in Korean and english and have demonstrated longstanding commitment to work on Korean transactions.

southKoreainternationallawFirmoftheyear

chambers asia-paciFic aWarDs2012

beiJing


pro bonoanintegralpartofourFirm’scultureisourcommitmenttopro bonoworkand public service. in recent years, the Firm has devoted as many as90,000hoursannuallytopro bonoprojects.ourattorneysworkonmattersasdiverseasrepresentingindividualsseekingasylumintheUnitedstates,environmentalorganizationsseekingtoprotectendangeredspeciesandthe nation’s wilderness areas, low-income tenants facing eviction andvictimsofdomesticviolenceandtrafficking in family, immigrationandmatrimonial law matters. the Firm also provides corporate and taxcounseltoawiderangeofnon-profitorganizations,andregularlycoun-selsstrugglingmicro-entrepreneursinbusinesslawmatters.

in2009,theFirmestablishedthesimpsonthacher&bartlettllppublicserviceFellowshipprogramtoenableour lawyers tomakeasustainedcommitmenttopublicinterestworkatatimewhenmanyorganizationsarefacingincreasedneedinthefaceofsignificantbudgetaryconstraints.sincetheprogram’sinception,morethan50FirmlawyershavecompletedFellowships.

diversity & gender eQualitytheFirmviewsdiversityasoneofourgreateststrengthsandrecognizesthatpromotingdiversitymustbeacontinuousprocess.simpsonthacherisapioneerineffortstodiversifythelegalprofession.in1990,ourpartnercyrusvancechaired thenycbarassociation’screationof theground-breaking “statement ofDiversityprinciples.” since that time, the Firmhasundertakenseveralsignificantinitiativesaspartofourcommitmentto promote diversity and inclusion at the Firm, including adopting aDiversityactionplan,whichcontainsconcretestepsdesignedtoenhanceour diversity awareness, recruiting and associate development andadvancement efforts. in 2009, the Firm launched an Urban educationinitiative,whichbuildson theFirm’sdecades-longexperienceworkingwithnewyorkcitypublic schools.pursuant to thispipeline initiative,Firm lawyers and employees work with schools to improve students’collegereadiness.

our Women’s committee provides strategic direction for our long-standingcommitmenttopromotegenderequalityatalllevelsoftheFirm.simpsonthacherisoneofthefoundingfirmsandanactiveparticipantin theKatestonemanproject,a leadershipgroupofwomenpartnersfromtenprominentnewyorkcitylawfirmsthatseekstopromotetheadvancementofwomeninthelegalprofessionandwomen’sleadershipinprofessional,civic,educationalandcharitableorganizations.

probonovisionariesawardleGalservices nyc

2009–2012

commitmenttoJusticeawardinmotion2012

probonopublicoaward

theleGalaiDsociety2011

GoldstandardcertificationWomen inlaWempoWerment

ForUm2011–2012

rankedoneofthebestplacestoWork

andtoplawFirmsforequality

hUmanriGhts campaiGn’s

2013 corporateeQUality inDeX

37

“superior on all counts”cHambers usa 2011

quoting a client

www.simpsonthacher.com

UnITED STATES425lexingtonavenuenewyork,ny10017+1-212-455-2000

2houstoncenter909Fanninstreethouston,tX77010+1-713-821-5650

1999avenueofthestarslosangeles,ca90067+1-310-407-7500

2475hanoverstreetpaloalto,ca94304+1-650-251-5000

1155Fstreet,n.W.Washington,D.c.20004+1-202-636-5500

ASIA3919chinaWorldtower1JianGuomenWaiavenuebeijing100004china+86-10-5965-2999

icbctower3Gardenroad,centralhongKong+852-2514-7600

arkhillssengokuyamamoritower9-10,roppongi1-chomeminato-Ku,tokyo106-0032Japan+81-3-5562-6200

Westtower,miraeassetcenter126eulji-ro5-gil,Jung-guseoul100-210Korea+82-2-6030-3800

EUROPEcitypointoneropemakerstreetlondonec2y9hUengland+44-(0)20-7275-6500

SOUTh AMERICAav.presidenteJuscelinoKubitschek,1455sãopaulo,sp04543-011brazil+55-11-3546-1000

meeting global business needs - simpson thacher & bartlett › content › publications ›...

Documents