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Weil, Gotshal & Manges LLP

	Capital Markets Experience Thomas H. Lee Partners, L.P. Senior Notes Offering by CompuCom Systems, Inc. Counsel to Thomas H. Lee Partners (THL), in the $225 million senior unsecured notes offering by CompuCom Systems, Inc., a provider of information technology outsourcing services and products, to finance THL's acquisition of CompuCom. Microsoft Corporation $2.7 Billion US Dollar and Euro-Denominated Notes Offerings Advised BofA Merrill Lynch and RBS, as representatives of the underwriters, in a $1.95 billion US dollar- and a €550 million Euro- denominated offering of investment grade notes by Microsoft, a worldwide leader in software and other computing products and services, in the first offering of non-US denominated debt by Microsoft and its listing on the Irish Stock Exchange. Frontier Communications Corporation Senior Notes Offering Represented J.P. Morgan Securities in the $750 million senior notes offering by Frontier Communications, a communications services provider for residential and business customers in the US, and Frontier's concurrent cash tender offer to purchase up to $900 million of its shorter maturity senior notes. CCMP Capital Advisors, LLC; Milacron LLC Senior Notes Offering by Milacron, LLC Represented CCMP Capital Advisors and its portfolio company Milacron, a manufacturer, distributor, servicer and seller of equipment and products used in the plastics processing machinery industry, in Milacron's $465 million senior notes offering to finance its acquisition of Mold-Masters Limited (Canada). General Electric Company Sale of Senior Unsecured Notes Represented General Electric Company in its sale of $4.0 billion of senior unsecured notes received in connection with General Electric's sale to Comcast of its remaining 49% stake in NBCUniversal, a joint venture with Comcast. General Electric Company Sale of Cumulative Preferred Stock Represented General Electric Company in its sale of $725 million of cumulative preferred stock received in connection with General Electric's sale to Comcast of its remaining 49% stake in NBCUniversal, a joint venture with Comcast. Maxim Integrated Products, Inc. Senior Notes Offering Represented publicly traded Maxim Integrated Products, which designs, develops and manufactures integrated circuits, in its $500 million offering of senior notes, the proceeds of which are to be used primarily to repurchase shares of its common stock. Warimpex AG Public Offering of Bonds in Poland Advised Austria-based Warimpex Finanz und Beteiligungs, a developer and investor in real estate - primarily hotels, in its prospectus exempted public offering of bonds in Poland, a portion of which was offered to Warimpex’s current bondholders, in exchange for convertible bonds. CCMP Capital, LLC; Generac Holdings Inc. Secondary Sale of Generac Holdings Common Stock Represented CCMP Capital and its portfolio company Generac Holdings, a manufacturer of portable, RV, residential, commercial and industrial generators and motors, in the $350 million secondary public offering of Generac common stock by funds affiliated with CCMP Capital. Universal Hospital Services, Inc. Second Lien Senior Secured Notes Offering Advised Universal Hospital Services, a provider of medical equipment management and service solutions to the healthcare industry in the US, in its $231 million add-on offering of second lien senior secured notes, with proceeds to be used to redeem its outstanding floating rate notes. Polski Holding Nieruchomosci S.A. Initial Public Offering Represented Polski Holding Nieruchomosci (PHN), a state-owned holding company which is one of the largest owners and managers of commercial and residential real estate properties in Poland, on matters of Polish, UK and US law in its PLN 238.6 million (US$76.8 million) initial public offering and introduction to trading on the Warsaw Stock Exchange. In the IPO, which was addressed to individual and institutional Polish investors and certain foreign institutional investors, including qualified institutional buyers in the US, the State Treasury of the Republic of Poland sold 25% of PHN’s existing share capital. Brookfield Asset Management, Inc. Tender Offer and Consent Solicitation Relating to the Acquisition of White Pine Hydro Investments, LLC Advised BIF II US Renewable LLC (BIF), an affiliate of Brookfield Power US Holding America Co. and the purchaser of White Pine Hydro Investments, the owner of 19 hydroelectric plants and eight reservoir dams in Maine, in BIF’s tender offer for the outstanding $575 million of notes issued by White Pine Hydro, LLC, an indirect subsidiary of White Pine Hydro Investments, and related consent solicitation. Bank Gospodarstwa Krajowego (BGK) Sale of Stake in PKO Bank Polski S.A. Advised Bank Gospodarstwa Krajowego (BGK), Poland's state-owned bank, on the PLN 5.2 billion ($1.7 billion) sale of 12.25% of the shares in PKO Bank Polski, Poland’s largest retail bank, by BGK (which sold its entire stake) and the Polish Ministry of the State Treasury, by way of an accelerated bookbuilding offering to domestic and international institutional investors. Lear Corporation Senior Notes Offering Represented Citi, Barclays Capital, J.P. Morgan Securities, RBC Capital Markets, and UBS Securities as initial purchasers in the $500 million 144A offering of senior notes by Lear Corporation, global provider of automotive seating and electrical power management systems. Zaklady Azotowe w Tarnowie-Moscicach S.A. (ZAT S.A.) Issuance of New Shares Advised Zaklady Azotowe w Tarnowie-Moscicach, a leading Polish chemical company, in the public offering of series D shares, which were exchanged for 73.4 % of the shares of Zaklady Azotowe Pulawy S.A. (approximate value PLN 1.8 billion ($577 million, €435 million)), a producer of ammonium nitrate, urea and melamine fertilizers. Sequa Corporation High Yield Senior Notes Offer Advised Barclays and other initial purchasers in the $350.9 million high yield senior notes offering by Sequa Corporation, manufacturer of aeroengine and industrial gas turbine components. Vantiv, Inc. Secondary Offering Represented Vantiv (a joint venture of Advent International and Fifth Third Bank), a leading credit, debit and gift card payment processor, in a $275 million secondary offering of Vantiv common stock by certain shareholders. Nuveen Intermediate Duration Municipal Term Fund Initial Public Offering Represented Morgan Stanley & Co., Citi, Merrill Lynch, Pierce, Fenner & Smith, UBS Securities, and Wells Fargo Securities, as underwriters, in the $700 million initial public offering of the Nuveen Intermediate Duration Municipal Term Fund, a registered closed-end investment company that invests in municipal securities. Alior Bank S.A. Initial Public Offering Counsel on matters of Polish, UK and US law to Alior Bank, a fast-growing Polish retail and commercial bank that launched its operations at the end of 2008, in Alior's PLN 2.1 billion (approximately $664 million) initial public offering which included a secondary offering by Carlo Tassara S.p.A. – through its Luxembourg subsidiaries – of a part of its stake in Alior. Globe Trade Centre SA Issuance of Unsecured Bearer Bonds Advised Globe Trade Centre, one of the leading real estate developers in the Central, Eastern and Southeastern European regions, in connection with its PLN 88 million ($28 million) issue of unsecured bearer bonds in uncertified form. First Trust MLP and Energy Income Fund Initial Public Offering Represented Morgan Stanley & Co. and Citi, as underwriters, in an $830 million initial public offering of First Trust MLP and Energy Income Fund, a registered closed-end investment company that invests in publicly traded master limited partnerships (MLPs) and MLP-related entities in the energy sector and energy utilities. Ciech Group Senior Secured Notes Offering Counsel as to Polish law to Credit Suisse Securities (Europe) and Barclays Bank, acting as Initial purchasers, in connection with the €245 million ($313 million) offering of euro-denominated senior secured notes by Ciech Group, a leading Central European chemicals capital group and the second largest soda ash producer in Europe. The notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market. Brookfield Asset Management; Ainsworth Lumber Co. Ltd. Comprehensive Refinancing Represented Canada-based Ainsworth Lumber Company, manufacturer and marketer of engineered wood products in North America and Asia, in its comprehensive refinancing, which included a $350 million senior secured notes offering, $408 million tender offer for all of its 11% senior notes due 2015, and US private placement procedures relating to its CAD$175 million ($176 million) common shares rights offer. Asseco Poland S.A. Exchange Offer for Shares of Asseco Central Europe, A.S. Advised publicly listed Asseco Poland, CEE's largest IT company, in connection with a public offering of its shares in exchange for up to 100% of the share capital of Asseco Central Europe (a company listed on the Warsaw Stock Exchange), a provider of systems integration and other information technology services. Centene Corporation Senior Notes Offering Represented Barclays Capital in the $175 million add-on senior notes offering by publicly traded Centene, provider of Medicaid-related health plan coverage, behavioral healthcare and long-term care services for the elderly and disabled. Microsoft Corporation Senior Unsecured Notes Offering Counsel to J.P. Morgan Securities, Barclays Capital and UBS Securities, as representatives of the several underwriters, in a $2.3 billion offering of investment grade senior unsecured notes by Microsoft, a worldwide leader in software and other computing products and services. Globe Trade Centre SA Issuance of Unsecured Bearer Bonds Advised Globe Trade Centre, one of the leading real estate developers in the Central, Eastern and Southeastern European regions, in connection with the issuance of PLN 206 million ($64 million) unsecured bearer bonds in uncertified form. C. R. Bard, Inc. Investment Grade Notes Offering Represented C. R. Bard, medical equipment maker specializing in the manufacture of vascular, urology, oncology, and surgical specialty products, in its $500 million investment grade notes offering. H&R Block, Inc.; Block Financial LLC Notes Offering Counsel to Block Financial and its parent, H&R Block, provider of tax preparation and banking services, in Block Financial's $500 million offering of 5.50% notes due 2022. Zespól Elektrowni ‘‘Patnów-Adamów-Konin’’ S.A. (ZE PAK S.A.) Initial Public Offering Advised the managers, including Credit Suisse, ING, J.P. Morgan and UniCredit, in connection with the second stage of the privatisation of ZE PAK, Poland's fifth-biggest power utilities group, by way of a PLN 680 million ($212 million) initial public offering and listing of shares on the Warsaw Stock Exchange, one of Poland’s largest IPOs in 2012. Nortek, Inc. Senior Notes Offering Represented Nortek, Inc., a manufacturer and distributor of residential and commercial building products, in its $235 million offering of senior notes due 2021, the proceeds of which were used to repay existing indebtedness. BI-LO LLC Senior Secured Notes Offering Represented Citi, as joint book-running manager, in a $146 million senior secured notes add-on offering by grocery chain BI-LO, the ninth-largest traditional grocer in the US. Katowicki Holding Weglowy S.A. Secured Bond Issuance Program Advising Katowicki Holding Weglowy, the largest coal mining group in Poland, in connection with its PLN 1 billion ($322 million) secured bond issuance program. Blackstone/GSO Strategic Credit Fund Initial Public Offering Represented Morgan Stanley & Co., Citi, Merrill Lynch, Pierce, Fenner & Smith, UBS Securities, and Wells Fargo Securities, as underwriters, in the $892 million initial public offering of the Blackstone/GSO Strategic Credit Fund, a registered closed-end investment company that invests in senior secured loans and high-yield corporate debt. Sotheby's, Inc. Senior Notes Offering Counsel to Sotheby’s, one of the world’s two largest auctioneers of authenticated fine and decorative art, jewelry and collectibles, in its $300 million senior notes offering. Melvin Simon Family Enterprises Trust Secondary Offering of Simon Property Group, Inc. Stock Represented Melvin Simon Family Enterprises Trust as selling stockholder in the underwritten $908 million public offering of common stock of Simon Property Group, the largest real estate company in the world with interests in 332 retail real estate properties in North America and Asia. PKO Bank Polski S.A.; PKO Finance AB Loan Participation Note Issuance Advised PKO Bank Polski, Poland’s top bank by assets, on matters of Polish, UK and US law in connection with the issuance by its subsidiary, PKO Finance, of $1 billion in senior ten-year bonds which will be traded on the Luxembourg Stock Exchange and the proceeds of which will be used to refinance the bank’s existing financial indebtedness as well as for general corporate purposes. Franklin Resources, Inc. Senior Unsecured Notes Offering Advised Franklin Resources, a global investment management organization operating as Franklin Templeton Investments, in its $600 million senior unsecured notes offering with proceeds used to redeem its outstanding 2.000% notes due 2013, to finance its acquisition of a majority stake in K2 Advisors Holdings LLC, a leading, independent fund of hedge funds manager, and for general corporate purposes. Walgreen Company Senior Notes Offering Represented Goldman Sachs and Merrill Lynch, Pierce, Fenner & Smith as lead joint book-running managers in the $4.0 billion offering by Walgreen, the largest drug store chain in the US, of senior, unsecured notes supporting its strategic investment in Alliance Boots, a Switzerland-based international pharmacy-led health and beauty group. Convertible Bondholder Group Convertible Bond Restructuring of SkyePharma (Jersey) Limited Advised a group of convertible bondholders on a capital restructuring of SkyePharma (Jersey), a specialist drug delivery company developing oral and inhalation products, to better align SkyePharma's repayment obligations with its cash generative potential. Holders received 48% of the equity of Skyepharma through a mandatory conversion, with the terms of three remaining series of convertible bonds being amended to form a single, non-convertible series of bonds with amended put and call provisions and interest deferral and clawback features. PKO Bank Polski S.A.; PKO Finance AB Loan Participation Note Issuance Advised PKO Bank Polski, Poland’s top bank by assets, in connection with the issuance by its subsidiary, PKO Finance, of CHF 500 million ($512 million) loan participation notes under its €3 billion programme. Listed on the SIX Swiss Exchange, the notes will finance senior and subordinated loans to PKO Bank Polski in support of its lending activities. Frontier Communications Corporation Senior Notes Offering Represented Credit Suisse Securities (USA) and J.P. Morgan Securities, as joint book-running managers, and the co-managers in a $600 million senior notes offering by Frontier Communications, provider of local, long-distance, and digital phone and Internet services in 24 US states, with proceeds to be used primarily to repurchase or retire debt. Vantiv, Inc. Secondary Offering Represented Vantiv (a joint venture of Advent International and Fifth Third Bank), a leading credit, debit and gift card payment processor, in a $308 million secondary offering of Vantiv common stock by Advent and an individual shareholder. Brookfield Asset Management, Inc.; Brookfield Infrastructure Partners L.P. Limited Partnership Unit Offering Advised Brookfield Infrastructure Partners in its $500 million registered public offering of limited partnership units (LPUs) in the US and Canada by way of an underwritten bought deal and a concurrent private placement of LPUs with Brookfield Asset Management (BAM), allowing BAM to maintain its approximately 30% ownership of Brookfield Infrastructure after the offering. The Estée Lauder Companies, Inc. Senior Notes Offering Represented The Estée Lauder Companies, manufacturer and marketer of skin care, makeup, fragrance and hair care products, in a $500 million offering of investment grade senior notes having 10- and 30-year maturities. The coupon for the 10-year maturity note set a new all-time record low for a company with an “A” rating by both Moody’s and S&P, while the coupon for the 30-year tied the all-time record low. This was the latest in a series of debt and equity offerings for this long-time client. General Electric Capital Corporation $1.8 Billion Preferred Stock Issue Advised the General Electric Capital Corporation, provider of commercial, consumer, real estate, energy and aviation financial products, in its $1.8 billion issue of fixed-to-floating rate non-cumulative perpetual preferred stock. Universal Hospital Services, Inc. Second Lien Senior Secured Notes Offering Counsel to Universal Hospital Services, a provider of movable medical equipment to US hospitals and other health care facilities, in its $425 million offering of second lien senior secured notes due 2020, which will fund the simultaneous cash tender offer, which Weil also handled, for Universal's outstanding $405 million second lien senior secured PIK toggle notes due 2015. Party City Holdings Inc. Senior Notes Offering Represented Party City Holdings, which owns, operates and franchises specialty party goods stores in the US and Puerto Rico, in its $700 million senior notes offering, the proceeds of which were used to partially fund the acquisition of a majority stake in Party City by Thomas H. Lee Partners. PKO Bank Polski S.A. Secondary Sale of Shares Held by the Polish Ministry of the State Treasury Advised PKO BP S.A., Poland’s largest retail bank, in connection with the PLN 3.1 billion ($907 million) sale of 7.6% of its shares by the Polish Ministry of the State Treasury, by way of an accelerated bookbuilding to domestic and international institutional investors (with a private offering in Poland, a Rule 144A placement in the US and a Regulation S transaction in other selected jurisdictions). OMERS Private Equity Inc.; Golf Town Canada Inc.; Golfsmith International Holdings, Inc. Senior Second Lien Note Offering Represented OMERS Private Equity in a senior second lien note offering by Golf Town Canada and Golfsmith International, specialty retailers of golf equipment, apparel and accessories, supporting the acquisition by Golf Town Canada (a portfolio company of OMERS) of US-based, publicly traded Golfsmith International. Capital Park S.A. Floating-Rate Mortgage-Secured Note Issue Advised Capital Park, a Polish real estate development and investment company, on its PLN 100 million ($29 million) public offering of floating-rate mortgage-secured notes listed on Catalyst, an alternative system for debt instruments operated by the Warsaw Stock Exchange and its subsidiary, BondSpot S.A. Ceridian Corporation Senior Secured Notes Offering Represented Ceridian Corporation (a portfolio company of THL Partners), provider of payroll and human resources, employee benefits administration, workforce management and related services, in its $720 million offering of senior secured notes. ClearBridge Energy MLP Total Return Fund Inc. Initial Public Offering Represented Morgan Stanley & Co., Citi, Merrill Lynch, Pierce, Fenner & Smith, Wells Fargo Securities and Ameriprise Financial Services, as underwriters, in a $760 million initial public offering of ClearBridge Energy MLP Total Return Fund, a registered closed-end investment company that invests in energy MLPs. Centerbridge Partners L.P.; P.F. Chang's China Bistro, Inc. Senior Notes Offering Represented Centerbridge Partners in the $300 million 10.25% senior notes offering by P.F. Chang's China Bistro, a chain of almost 400 restaurants in the US, Mexico, the Middle East and Puerto Rico, supporting the take private of P.F. Chang's by Centerbridge. General Electric Capital Corporation $2.25 Billion Preferred Stock Issue Represented General Electric Capital Corporation, provider of commercial, consumer, real estate, energy and aviation financial products, in its $2.3 billion issue of fixed-to-floating rate non-cumulative perpetual preferred stock. Globe Trade Centre S.A. Rights Issue on the Warsaw Stock Exchange Advised Globe Trade Centre (GTC), one of the leading real estate developers in the Central, Eastern and Southeastern European regions, in its approximately €100 million ($125 million) rights issue. Frontier Communications Corporation Senior Notes Offering Represented Deutsche Bank Securities as joint book-running manager in the $500 million senior notes offering by integrated telecommunications provider Frontier Communications, with proceeds to be used to fund the purchase in a cash tender offer of Frontier’s shorter maturity senior notes and for the selective purchase of outstanding debt. Edwards Group Limited Initial Public Offering Counsel to Edwards Group, an industrial technology company which manufactures and sells vacuum products and abatement systems, in its initial public offering of American Depositary Shares (ADS) on the NASDAQ Global Sector Market. In a complex series of transactions involving a scheme of arrangement, a new holding company acquired the existing Edwards Group, and shares in the holding company were offered to the public in the US. ADSs representing the ordinary shares were listed on NASDAQ. Molson Coors Brewing Company Senior Notes Offering Advised the underwriters in a $1.9 billion senior notes offering by Molson Coors Brewing Company, a leading global brewer, providing a portion of the consideration for Molson Coors' €2.7 billion acquisition of StarBev Holdings S.a.r.l. Prudential Short Duration High Yield Fund, Inc. Initial Public Offering Represented Morgan Stanley & Co., Citi, Merrill Lynch, Pierce, Fenner & Smith, Wells Fargo Securities, and Raymond James & Associates, as underwriters, in the initial public offering of Prudential Short Duration High Yield Fund, Inc., a diversified, closed-end management investment company. CCMP Capital Advisors, LLC; Milacron LLC Senior Secured Notes Offering Represented CCMP Capital Advisors in a $275 million senior secured notes offering by Milacron, a manufacturer, distributor, servicer and seller of equipment and products used in the plastics processing machinery industry, with proceeds to support the acquisition of Milacron by CCMP. KRKA d.d., Novo mesto Dual-Listing on the Warsaw Stock Exchange Advised the managers in the dual-listing on the Warsaw Stock Exchange of shares in KRKA d.d., Novo mesto, one of the world’s leading generic pharmaceutical producers (shares were already listed on the Ljubljana Stock Exchange). Vivendi S.A. Investment Grade Notes Offering Represented France-based Vivendi, publisher and distributor of video games, music, audiovisual works, and film content, in its $2 billion investment grade notes offering. more CEZ, a. s. $1 Billion Yankee Bond Offering International counsel to CEZ, the largest electricity generation and distribution company and one of the largest companies in the Czech Republic, on its $1 billion Yankee bond offering, CEZ’s first offering into the US market since 1997. Vantiv, Inc. Initial Public Offering Represented Vantiv (a joint venture of Advent International and Fifth Third Bank), a leading credit, debit and gift card payment processor, in its $575 million initial public offering, with proceeds used to repay a portion of its senior secured credit facilities. AK Steel Corporation Senior Notes Offering Represented flat-rolled steel and stainless steel producer AK Steel, in its $300 million public offering of 8.375% senior notes due 2022. Genworth Financial, Inc. Senior Notes Offering Represented Genworth Financial in its $350 million public offering of senior notes as an add-on to its senior notes due 2021. DIRECTV Investment Grade Bond Offering Counsel to DIRECTV, provider of digital television entertainment primarily in the US and Latin America, in its $4 billion investment grade bond offering. State Treasury of the Republic of Poland Sale of Shares in PGE Polska Grupa Energetyczna S.A. Advised the Polish Ministry of the State Treasury, as the selling stockholder, in the sale of 7.02% of the shares in PGE Polska Grupa Energetyczna, the largest Polish energy company, by way of an accelerated bookbuilding offering to domestic and international institutional investors (with the private offering in Poland, a Rule 144A placement in the US and a Reg S transaction in other selected jurisdictions). Mondi Group Public Tender Offer for the Balance of Shares in Mondi Swiecie S.A. Advising Mondi Group, an international paper and packaging group, on its PLN 1.2 billion ($368 million) all-cash public tender offer for all of the share capital of its Poland-based affiliate, Mondi Swiecie, which it does not already own, with the intention of delisting Mondi Swiecie from the Warsaw Stock Exchange. Tyco Electronics Group S.A. Senior Notes Offering Represented TE Connectivity, a leading global provider of engineered electronic components, network solutions, specialty products, and subsea communication systems, as guarantor, in a $750 million senior notes offering by Tyco Electronics Group. Univision Communications Inc. Senior Secured Notes Offering Represented Univision Communications, a major Spanish-language broadcaster operating in the US market, in its $600 million offering of senior secured notes, with proceeds to repay a portion of borrowings under its senior secured term loan facilities. General Growth Properties, Inc.; Rouse Properties, Inc. Spinoff of Rouse Counsel to General Growth Properties (GGP), the second-largest US mall owner, and its subsidiary, Rouse Properties, in GGP's spinoff to its shareholders of 100% of the voting stock of Rouse. A newly formed REIT that holds a portfolio of 30 retail properties previously owned by GGP, Rouse became an independent corporation listed on the New York Stock Exchange. CEZ, a. s. Note Tender Offer Advised Czech power generation company CEZ in its €1.0 billion ($1.3 billion) note tender offer. Bank Pekao S.A.; Bank Handlowy w Warszawie S.A.; Dom Maklerski Banku Handlowego S.A.; UniCredit CAIB Poland S.A.; JP Morgan Securities Ltd. Bond Issue by the Warsaw Stock Exchange Advised the consortium of joint lead managers: Bank Pekao, Bank Handlowy w Warszawie, Dom Maklerski Banku Handlowego, and UniCredit CAIB Poland and financial advisor JP Morgan Securities in the PLN175 million (US$51 million) offering of unsecured series A bearer bonds by Gielda Papierow Wartosciowych w Warszawie (the Warsaw Stock Exchange) to institutional investors. Susser Holdings Corporation Follow-on Offering and Secondary Sale of Common Stock Represented convenience store and gas station owner/operator Susser Holdings in a $76 million follow-on offering of common stock and in a $171.5 million secondary sale of its common stock by Wellspring Capital Partners III, L.P. and Stripes Holdings, L.P. MNV/Hungarian Asset Management Co. Tender Offer for Rába Jármuipari Holding Nyrt Represented MNV Zrt. (Magyar Nemzeti Vagyonkezelo; Hungarian Asset Management Co.), the asset management company of the Hungarian State, in its public purchase offer for the shares of Rába Jármuipari Holding, a public company which manufactures and sells vehicle components and vehicles in the world market. Morgan Stanley Acquisition Financing for DENTSPLY Represented Morgan Stanley as lead bookrunner in a $1 billion senior notes offering by DENTSPLY International, designer and manufacturer of laboratory and specialty dental products and consumable supplies with proceeds to fund a portion of its $1.785 billion acquisition of Sweden-based Astra Tech, manufacturer and marketer of dental implants, abutments and surgical medical devices. North Atlantic Trading Company, Inc. Offering of Senior Secured Second and Third Lien Notes Represented North Atlantic Trading Company, a manufacturer, distributor and marketer of tobacco products, in its $285 million aggregate offering of 11.5% Senior Secured Second and 19% Senior Secured Third Lien Notes due 2016 and 2017, respectively. INC Research, LLC Senior Notes Offering Advised INC Research, a privately held, global contract research organization with special expertise in managing late stage clinical development programs, in its $300 million private offering of fixed rate senior notes with proceeds to be used, in part, to finance INC's acquisition of Kendle International. Zaklady Azotowe w Tarnowie-Moscicach SA Rights Issue Advised ZAT, a leading Polish chemical company, in connection with its $222 million rights issue and listing of the newly issued series C shares on the Warsaw Stock Exchange with proceeds used for the acquisition of 66% of the shares in another chemical company, Zaklady Chemiczne Police, by way of a public tender. Alteo Energiaszolgaltato Zrt. HUF 2 Billion Bond Programme Advised Alteo Energiaszolgaltato, alternative energy provider and a company listed on the Budapest Stock Exchange, regarding the set up of a HUF 2 billion (US$10.6 million) bond programme. Berkshire Partners; OMERS Private Equity; Husky Injection Molding Systems Ltd. Senior Notes Offering by Husky Injection Molding Systems Represented Berkshire Partners, OMERS Private Equity and their portfolio company, Husky Injection Molding Systems, a Canada-based manufacturer of injection molding machines, molds and integrated systems, in Husky's $570 million offering of Senior Unsecured Notes due 2019 with proceeds to pay, in part, the purchase price for Berkshire and OMERS' acquisition of Husky. Joint Book-Running Managers Senior Notes and Follow-on Common Stock Offering by Danaher Corporation Represented the joint book-running managers in the offering by professional, medical, industrial, commercial and consumer products manufacturer Danaher Corporation of $1.8 billion in investment grade floating and fixed rate senior notes and of $965.3 million in common stock with net proceeds to pay a portion of the purchase price of Danaher's acquisition of biomedical laboratory instrument maker Beckman Coulter. ClearBridge Energy MLP Opportunity Fund Initial Public Offering Represented Morgan Stanley & Co. in the $540 million initial public offering of common stock of ClearBridge Energy MLP Opportunity Fund, a closed-end management investment company. MGM Resorts International Initial Public Offering of MGM China Counsel to MGM Resorts International on the $1.5 billion initial public offering and listing of MGM China on the Hong Kong Stock Exchange, including the shareholder arrangements that resulted in MGM Resorts acquiring a 51% stake in MGM China. John Hancock Hedged Equity & Income Fund Initial Public Offering Represented Morgan Stanley & Co. and Citi in the $280 million initial public offering by John Hancock Hedged Equity & Income Fund of common shares of beneficial interest in a diversified, closed-end management investment company. Citi; Jefferies & Company, Inc. Senior Notes Offering by Xerium Technologies Represented Citi and Jefferies & Company in the $240 million offering of 8.875% Senior Notes due 2018 by Xerium Technologies, manufacturer of specially engineered consumable products used primarily in the production of paper and paperboard. CEZ, a. s. Medium Term Note Issue Advised Czech power generation company CEZ in its issue of €500 million fixed rate notes due 2016 under its €8.0 billion Medium Term Note Programme. Longview Fibre Paper and Packaging, Inc. High Yield Bond Offering Represented Longview Fibre Paper and Packaging (a Brookfield Asset Management fund portfolio company) in its $480 million private placement of high yield bonds. State Treasury of the Republic of Poland IPO of Bank Gospodarki Zywnosciowej Advised the Ministry of State Treasury of Poland, acting as a selling shareholder, in connection with the initial public offering of Bank Gospodarki Zywnosciowej, the largest Polish agricultural bank. BofA Merrill Lynch Tender Offers by Sanmina-SCI Corporation Represented BofA Merrill Lynch as dealer manager in the tender offers by Sanmina-SCI Corporation, independent global provider of customized, integrated electronics manufacturing services, for all of its 6.75% Senior Subordinated Notes due 2013 and for up to $200 million of its 8.125% Senior Subordinated Notes due 2016 and the consent solicitation related thereto. BofA Merrill Lynch; Deutsche Bank Securities; Goldman, Sachs & Co.; Morgan Stanley & Co. Senior Notes Offering Represented BofA Merrill Lynch, Deutsche Bank Securities, Goldman, Sachs & Co. and Morgan Stanley & Co. in the $500 million offering by Sanmina-SCI Corporation, independent global provider of customized, integrated electronics manufacturing services, of 7% Senior Notes due 2019 with proceeds to be used to fund tender offers for all of Sanmina-SCI's 6.75% Senior Subordinated Notes due 2013 and for up to $200 million of its 8.125% Senior Subordinated Notes due 2016 and the consent solicitation related thereto. KRUK S.A. Initial Public Offering Advised the issuer, KRUK, Poland’s largest debt collection company, on its PLN 369 million (US$132 million) initial public offering. Univision Communications Inc. Senior Secured Notes Offering Represented Univision Communications, a major Spanish-language broadcaster operating in the US market, in its $600 million offering of 6.875% Senior Secured Notes due 2019, with proceeds to fund a concurrent tender offer and consent solicitation for senior secured notes due 2014. Cramo Oyj Common Stock Private Placement Counsel to Cramo Oyj, Finnish supplier of rental tools and construction equipment, modular space products and construction site services, in its €100 million private placement of common stock traded on the Helsinki Stock Exchange. UniCredit CAIB Poland S.A. Equity Capital Raise to Support Novaservis Acquisition Advised UniCredit CAIB Poland, as financial advisor to WSE-listed Ferro, a sanitary and heating goods manufacturer, in Ferro's private placement of series D shares to finance the acquisition of Novaservis, one of the Czech Republic’s biggest bathroom accessories companies. Lantheus Medical Imaging, Inc. Senior Notes Offering Represented Lantheus Medical Imaging, a specialty pharmaceuticals company, in its $150 million offering of 9.750% Senior Notes due 2017. Willis Group Holdings Public Limited Company Senior Notes Offering Counsel to Ireland-based global insurance broker Willis Group Holdings in its offer of $300 million 4.125% Senior Notes due 2016 and $500 million 5.75% Senior Notes due 2021, a portion of the proceeds of which were used to repurchase or redeem its $500 million 12.875% Senior Notes due 2016. Macquarie Capital (USA) Inc. FX Energy Common Stock Issue Represented Macquarie Capital (USA) in the follow-on offering of common stock by FX Energy, an independent oil and gas exploration and production company. Koleje Mazowieckie – KM sp. z o.o. Euronote Issue Advised Koleje Mazowieckie (Mazovian Railways), a regional railway company operating in Poland, in connection with the issuance of €100 million 6.750% Euronotes due 2016 to finance the purchase of new rolling stock and modernize the company’s existing rolling stock. THL Partners Senior Notes Offering by Acosta Counsel to THL Partners in the $525 million offering of senior notes to finance the acquisition of sales and marketing agency Acosta. Dave & Buster's Parent, Inc. Senior Discount Notes Offering Represented Dave & Buster's Parent, owner of 56 high-volume restaurant/entertainment venues, in its $100 million offering of 12.25% Senior Discount Notes due 2016. General Electric Capital Corporation Global Medium-Term Subordinated Note Offering Represented General Electric Capital Corporation in its $2 billion offering of investment grade 5.300% Global Medium-Term Subordinated Notes due 2021. Microsoft Corporation Investment Grade Senior Notes Offering Counsel to Microsoft Corporation in its $2.25 billion offering of investment grade senior unsecured notes ($750 million 2.50% due 2016, $500 million 4.00% due 2021 and $1 billion 5.30% due 2041). Citi; Deutsche Bank Securities Inc. Senior Secured Notes Offering by BI-LO Represented Citi and Deutsche Bank Securities in a $285 million offering by grocery chain BI-LO and BI-LO Finance of 9.25% Senior Secured Notes due 2019 with proceeds used to repay bank debt and fund a cash distribution to sponsor Lone Star Funds. Darling International Inc. Common Stock Offering Counsel to food processing by-products recycler Darling International in its $307 million common stock offering, which included an overallotment option the stock for which was made available by certain former stockholders of Griffin Industries, which Darling had recently acquired. Avenue Income Credit Strategies Fund Initial Public Offering Represented Morgan Stanley & Co. and Citi as lead underwriters in the $135 million initial public offering of Avenue Income Credit Strategies Fund, a closed-end registered investment company. Ciech S.A. Rights Offering Advised WSE-listed Ciech, the largest chemical company in Poland, in its PLN 441.6 million (US$156 million) rights offering and listing of the newly issued shares on the Warsaw Stock Exchange. One of the largest rights offerings in Poland in 2010, it was part of a highly complex and high profile restructuring and was oversubscribed by nearly 2:1. Kardan N.V.; GTC Real Estate Holding B.V. Private Placement of Ordinary Shares Advised Kardan and its subsidiary GTC Real Estate Holding in connection with the $262 million private placement of shares in the WSE-listed real estate development company Globe Trade Centre to qualified investors. Elizabeth Arden, Inc. High Yield Bond Offering Counsel to Elizabeth Arden, owner and licensor of prestige and mass market celebrity, lifestyle and designer fragrances, in its $250 million private placement of high yield bonds. Comverse Technology, Inc. Secondary Offering of Verint Systems' Common Stock Represented Comverse Technology, developer and manufacturer of telecommunications systems and software, as the selling stockholder in its $80.5 million secondary offering of common stock of Verint Systems, developer of analytic software for intelligence and security. Fortegra Financial Corporation; Selling Stockholders Initial Public Offering Counsel to Fortegra Financial Corporation, provider of financial, distribution and administrative services to insurance companies, and to Fortegra's selling stockholders in its initial public offering. BofA Merrill Lynch; Goldman, Sachs & Co.; Wells Fargo Securities C. R. Bard Registered Debt Offering Represented BofA Merrill Lynch, Goldman, Sachs & Co. and Wells Fargo Securities as representatives of the underwriters in the $750 million registered debt offering by surgical and medical instrument manufacturer C. R. Bard. Tyco Electronics Ltd. Registered Debt Offering Represented Tyco Electronics Ltd., a leading global provider of engineered electronic components, network solutions, specialty products, and subsea communication systems, in the offering of $250 million aggregate principal amount of senior notes by its wholly owned subsidiary, Tyco Electronics Group S.A. Darling International Inc. Senior Notes Offering Counsel to food processing by-products recycler Darling International in its $250 million Senior Notes offering supporting its acquisition of bakery feed and cooking oil recycler Griffin Industries. Citi Senior Notes Offering by ClubCorp Club Operations Represented Citi in the $415 million offering by private golf and business club owner/operator ClubCorp Club Operations of 10% Senior Notes due 2018 with proceeds used to repay debt under existing secured credit facilities. Genworth Financial, Inc. Investment Grade Senior Notes Offering Represented Genworth Financial, a leading financial security company dedicated to providing insurance, wealth management, investment and financial solutions, in its $400 million offering of 7.20% investment grade Senior Notes due 2021, with net proceeds to be used to repay borrowings under its two five-year revolving credit facilities. Irving Place Capital Partners Senior Secured Notes Offering Represented affiliates of Irving Place Capital Partners in the offering of $260 million of 9% Senior Secured Notes due 2017, the proceeds of which, along with an equity contribution of approximately $185 million, were used to finance the acquisition of Thermadyne Holdings Corporation (now Victor Technologies Group, Inc.), a manufacturer and marketer of metal cutting and welding products and accessories. General Growth Properties, Inc.; The Howard Hughes Corporation Common Stock Offering and Spin-off of Real Estate Assets Represented General Growth Properties (GGP), the leading regional mall owner with interests in such well-recognized properties as Ala Moana in Honolulu, Tysons Galleria in Washington DC, Oakbrook Center in Chicago and Faneuil Hall in Boston, in its $2.3 billion common stock offering following emergence from bankruptcy. The offering was unique in that it involved an SEC-registered public equity offering conducted during the pendency of a chapter 11 case. GGP used the proceeds of the offering, which was priced at $14.75 per share, to repurchase shares of common stock previously issued to institutional plan sponsors at $10 per share as part of its plan of reorganization. Also represented GGP in a "resale shelf" registration to enable plan sponsors to freely sell shares of its stock subscribed for in the plan. In a related matter, represented The Howard Hughes Corporation (THHC), a new entity created to hold GGP's portfolio of master planned communities and other strategic real estate development opportunities, in its spin-off from GGP as part of GGP's plan of reorganization, including establishing a listing for THHC on the NYSE and a resale shelf registration to enable plan sponsors and other institutional holders to freely sell their shares of THHC stock. TVN S.A. Senior Notes Offering Represented TVN, Poland’s leading private television broadcaster, in its €175 million high yield offering of fixed rate Senior Notes due 2018. Univision Communications Inc. Senior Notes Offer Represented Univision Communications, the leading Spanish language broadcaster in the US, in its $500 million offer of 8.50% Senior Notes due 2021 to refinance existing indebtedness, the subject of a simultaneous tender offer. Univision Communications Inc. Senior Notes Tender Offer Represented Univision Communications, the leading Spanish language broadcaster in the US, in its partial tender offer for $460 million 9.75%/10.50% Senior Notes due 2015 being funded by a simultaneous $500 million offer of 8.50% Senior Notes due 2021. MGM Resorts International Senior Notes Offering Counsel to MGM Resorts International, one of the world’s largest gaming, hospitality and entertainment companies, in its $500 million offering of 10% Senior Notes due 2016. Univision Communications Inc. Senior Secured Notes Offering Represented Univision Communications, the leading US Spanish language broadcaster, in its $750 million offering of 7-7/8% Senior Secured Notes due 2020. ROBYG S.A. Initial Public Offering Advised ROBYG, a leading residential developer in Poland, in connection with its $28 million initial public offering on the Warsaw Stock Exchange. MGM Resorts International Common Stock Offering / Secondary Offering Represented MGM Resorts International, one of the world’s largest gaming, hospitality and entertainment companies, in its $512.1 million public offering of 40.9 million common shares and the secondary offering by Tracinda Corporation of 27.8 million shares. Icon Health & Fitness, Inc. Senior Secured Notes Offering Represented Icon Health & Fitness, one of the world’s leading manufacturers and marketers of fitness equipment, in its $205 million offering of 11-7/8% Senior Secured Notes due 2016. NBC Universal, Inc. Senior Notes Offering Represented NBC Universal in its $5.1 billion offering of Senior Notes, part of the financing necessary to complete General Electric's $37.25 billion joint venture with Comcast for ownership of NBC Universal. Microsoft Corporation Investment Grade Senior Notes Offering Counsel to Microsoft Corporation in its $4.75 billion offering of investment grade senior unsecured notes pursuant to its shelf registration ($1 billion 0.875% due 2013, $1.75 billion 1.625% due 2015, $1 billion 3.00% due 2020 and $1 billion 4.50% due 2040). Grupo KUO, S.A.B. de C.V. Senior Notes Offering Represented Mexico-based industrial conglomerate Grupo KUO in its $50 million senior notes offering. Excel Step Investments Limited; Lion Diversified Holdings Berhad Consent Solicitation for Exchangeable Bonds Represented Excel Step Investments, a subsidiary of Lion Diversified Holdings Berhad (an affiliate of Malaysia’s Lion Group), in a consent solicitation to restructure Excel's $132.1 million 2.5% Guaranteed Secured Exchangeable Bonds due 2012 by way of a tranched partial redemption and removal of a put option. Barclays Capital; Banc of America Securities; Goldman, Sachs & Co.; Citi Tenet Healthcare Senior Notes Tender Offer Represented Barclays Capital, Banc of America Securities, Goldman, Sachs & Co. and Citi in a cash tender offer by Tenet Healthcare Corporation, owner and operator of acute care hospitals, for up to $800 million of its outstanding 7.375% Senior Notes due 2013. EnergySolutions Senior Notes Offering Represented EnergySolutions, a leading provider of nuclear services, in its $300 million offering of 10.75% Senior Notes due 2018.· Barclays Capital; Banc of America Securities; Goldman, Sachs & Co.; Citi Tenet Healthcare Senior Notes Private Placement Represented Barclays Capital, Banc of America Securities, Goldman, Sachs & Co., Citi and other managers in acute care facilities and services provider Tenet Healthcare Corporation's $600 million private placement of 8% Senior Notes due 2020. Cerberus Ströer Out-of-Home Media Initial Public Offering Advised financial investor Cerberus as selling shareholder in the €394 million initial public offering of Ströer Out-of-Home Media, a leading international outdoor advertising provider. CEZ, a. s. Medium Term Note Issue Represented Czech power generation company CEZ in its issue of €500 million 4.50% Notes due 2020 under an existing €6.0 billion Euro Medium Term Note programme. Bank of America Securities LLC High Yield Senior Notes Offering by Capella Healthcare Represented Bank of America Securities in the $500 million offering of high yield senior notes due 2017 by Capella Healthcare, provider of general and specialized acute care, outpatient and other medically necessary services. Covidien International Finance S.A. Notes Offering Counsel to Morgan Stanley, Barclays Capital and Goldman, Sachs & Co., as underwriters of the $1.5 billion senior notes offering by Covidien, a leading manufacturer of healthcare products, proceeds of which were used to finance a portion of Covidien's acquisition of ev3, Inc. Genworth Financial, Inc. Senior Notes Offering Represented life and health insurer Genworth Financial in its $400 million offering of 7.700% Senior Notes due 2020, with proceeds to be used in part to repay outstanding borrowings of $100 million under each of its five-year revolving credit facilities. Maxim Integrated Products, Inc. Senior Notes Offering Represented semiconductor manufacturer Maxim Integrated Products in its offering of $300 million 3.45% Senior Notes due 2013. Chr. Hansen Holding A/S Initial Public Offering Advised Chr. Hansen Holding, a global supplier of bioscience-based ingredients to the food, health and animal feed industries, on its $824 million initial public offering of shares and listing on the Nasdaq OMX Copenhagen. The offering was made by way of Danish and international institutional offerings (including a US private placement under Rule 144A) and a Danish retail offering. ABC Data S.A. Initial Public Offering Advised ABC Data, the largest Polish IT distributor, in connection with its initial public offering and listing of 22 million newly issued shares on the Warsaw Stock Exchange. Oak Hill Capital Partners Senior Notes Offering Represented Oak Hill Capital Partners in the $200 million offering of 11% senior notes due 2018 in connection with the acquisition of restaurant/entertainment owner and operator Dave & Buster's. Franklin Resources, Inc. Investment Grade Note Offering Represented Franklin Resources, operating as mutual fund manager Franklin Templeton Investments, in its $900 million offering of investment grade notes due 2013, 2015 and 2020. Credit Suisse Securities (Europe); Morgan Stanley & Co. International; Deutsche Bank AG, London Branch; Goldman Sachs International; PKO Bank Polski; DM BOS Initial Public Offering of PZU SA Advised the managers in the largest IPO in Central and Eastern Europe through mid-year 2010, the $2.6 billion offering and listing on the Warsaw Stock Exchange of Powszechny Zaklad Ubezpieczen (PZU), the largest insurer in CEE. GMP Securities LP Banro Common Stock Issue Counsel to GMP Securities in the $125 million common stock offering by Canadian gold mining concern Banro Corporation. Lantheus Medical Imaging, Inc. Senior Notes Offering Represented Lantheus Medical Imaging, a specialty pharmaceuticals company, in its $250 million offering of 9.75% Senior Notes due 2017. Susser Holdings Corporation Senior Notes Offering Represented Susser Holdings Corporation in the private issuance by Susser Holdings, L.L.C. and Susser Finance Corporation of $425 million of 8.50% Senior Notes due 2016, with proceeds used, together with cash on hand and borrowings under an amended and restated revolving facility, to redeem all $300 million of Susser's 10.625% Senior Notes due 2013 and to repay an existing term loan facility. AK Steel Corporation Senior Note Offering Counsel to AK Steel Corporation in its $400 million public offering of 7.625% Senior Notes Due 2020, with proceeds to be used to finance its cash tender offer for its outstanding 7.75% Senior Notes due 2012. NBC Universal, Inc. Senior Notes Offering Represented NBC Universal in its $4 billion offering of Senior Notes, part of the financing necessary to complete General Electric's $37.25 billion joint venture with Comcast for ownership of NBC Universal. The Estée Lauder Companies, Inc. Tender Offer for Senior Notes Represented The Estée Lauder Companies in its cash tender offer for up to $200 million of its 6.00% Senior Notes due 2012 and 7.75% Senior Notes due 2013. AK Steel Corporation Tender Offer and Consent Solicitation Counsel to AK Steel Corporation in its cash tender offer and consent solicitation for its outstanding 7.75% Senior Notes due 2012, financed in part by its $400 million public offering of 7.625% Senior Notes Due 2020. PKO Bank Polski S.A.; PKO Finance AB Loan Participation Note Programme Advised Poland's PKO Bank Polski S.A. in connection with a €3 billion programme for the issuance by Sweden's PKO Finance AB of loan participation notes to be admitted to trading on the Luxembourg Stock Exchange, for the sole purpose of financing senior and subordinated loans to PKO Bank Polski S.A. Affiliates of Lion Capital LLP Secondary Public Offering of CEDC Shares Represented affiliates of Lion Capital, as selling shareholders, in a $41 million secondary public offering of common shares by Central European Distribution Corporation, Central and Eastern Europe’s largest integrated spirit beverages business. International Wire Group, Inc. Senior Secured Notes Offer Counsel to International Wire Group in its $140 million 144A-for-life placement of 9-3/4% Senior Secured Notes due 2015, with proceeds used to redeem existing secured senior subordinated notes, pay a distribution to shareholders and option holders and pay related fees and expenses. TVN Group Senior Notes Offering Advised TVN Finance Corporation II AB (as the issuer) and ITI Media Group N.V. and Strateurop International B.V. (as the selling noteholders) in a €100 million Rule 144A offering of 10.75% Senior Notes due in 2017 and listed on the Luxembourg Stock Exchange. Asseco Poland S.A. Public Offering of Series I Shares Advised Asseco Poland, CEE's largest IT company, in connection with its $72 million secondary public offering of series I shares (with rights issue), the proceeds from which are to be used for the acquisition of small- and medium-sized IT companies. MGM Resorts International Convertible Senior Notes Offering Counsel to MGM Resorts International (formerly MGM MIRAGE), one of the world’s largest gaming, hospitality and entertainment companies, in its private offering of $1.15 billion of 4.25% convertible senior notes due 2015. STR Holdings, Inc.; Selling Stockholders Secondary Offering Represented solar panel component provider STR Holdings and the selling stockholders in a $151 million secondary offering of shares of common stock of STR. CEZ, a. s. Medium Term Note Issue Represented Czech power generation company CEZ in its issue of €750 million 4.875% Notes due 2025 under an existing €6.0 billion Euro Medium Term Note programme. Grohe AG Initial Public Offering by Joyou Counsel to Grohe AG, a leading provider of premium bath faucets and showers and a 10% shareholder in Joyou AG, a subsidiary of Joyou Group, a China-based manufacturer of bathroom, kitchen and other faucets, in Joyou's €105 million initial public offering. J.P. Morgan Securities LLC; Credit Suisse Securities (USA) Inc. Senior Notes Offering Counsel to the initial purchasers in the $3.2 billion offering by New Communications Holdings, a Verizon Communications subsidiary to be spun off and merged with and into Frontier Communications Corporation, of 7.875% Senior Notes due 2015 ($500 million), 8.25% Senior Notes due 2017 ($1.1 billion), 8.50% Senior Notes due 2020 ($1.1 billion) and 8.75% Senor Notes due 2022 ($500 million) to fund the special cash payment from New Communications Holdings to Verizon in connection with its spin off prior to the merger with Frontier. Citi; J.P. Morgan Securities LLC; Barclays Capital Inc.; UBS Securities LLC; HSBC Securities (USA) Inc. Senior Notes Offering by Lear Represented Citi and the other initial purchasers in the offering by auto seat system manufacturer Lear Corporation of $700 million of senior notes. General Electric Secondary Offering of Common Stock in Genpact Represented General Electric, as selling shareholder, in a $579.6 million secondary offering of common stock of Genpact Limited, a provider of outsourced business processes. Petrolinvest S.A. Convertible Bonds / Subscription Warrants Offering Advised Polish oil and gas company Petrolinvest S.A. in connection with its $45 million offering of convertible bonds and/or subscription warrants exercisable at the request of the investors participating in the issue program. MGM Resorts International (formerly MGM MIRAGE) Senior Secured Notes Offering Counsel to MGM Resorts International (formerly MGM MIRAGE), one of the world’s largest gaming, hospitality and entertainment companies, in its $845 million offering of 9% Senior Secured Notes due 2020. ITI Group Financing the Acquisition by TVN S.A. of 'n' TV Advised media conglomerate ITI Group in connection with structuring the financing of the acquisition by TVN S.A. of Neovision Holding BV ('n' TV) from ITI Media Group NV through the issuance of €148 million in high yield notes and €40 million in promissory notes, and the related waivers and amendments to the €320 million Strateurop Facilities Agreement between ITI Group and a consortium of banks led by Bank Pekao S.A. Building Materials Corporation of America Senior Notes Offering Represented Building Materials Corporation of America in its $325 million Senior Notes offering, the proceeds of which were used, together with cash on hand, to repay all outstanding amounts under BMC's junior lien term loan. Mennica Polska S.A. Tender Offer for Ruch Advised Mennica Polska, the Polish mint, in connection with its proposed $92 million tender offer for 54.95% of the shares in Ruch, Poland's largest press distributor. Chattem, Inc. Debt Tender Offer Represented Chattem, a US-based health and beauty product manufacturer, in its tender offer for its convertible senior notes, in connection with its acquisition by Sanofi, a listed France-based pharmaceuticals company. Generac Holdings Inc. Initial Public Offering Represented Generac Holdings (a portfolio company of CCMP Capital Advisors), a leading designer and manufacturer of automatic standby generators for the residential, commercial and industrial markets, in its $270 million initial public offering and listing on the New York Stock Exchange. State Treasury of Poland Secondary Sale of Shares in ENEA Advised the Polish Ministry of the State Treasury, as the Selling Stockholder, in connection with the $385 million sale of 16.05% of the shares in ENEA, the fourth largest energy company in Poland, in a secondary offering to domestic and international institutional investors. LaBranche & Co Inc. Tender Offer Represented market maker LaBranche & Co in its partial tender offer for 15 million shares of its common stock. Bank Millennium S.A. Common Stock Rights Issue Advised Bank Millennium, one of Poland's largest banks, in connection with its $377 million rights issue to domestic and international investors and the listing of the newly issued shares on the Warsaw Stock Exchange. Perry Capital Restructuring Represented Perry Capital in its investment in Kelda Water. Undisclosed Investment Fund Convertible Bond Restructuring Represented bondholders in Fortis Bank's convertible bond restructuring. Undisclosed Investment Fund Countrywide Restructuring Represented creditors in the restructuring of Countrywide plc. Sigma Alimentos Senior Notes Offering Represented Mexico-based food processor Sigma Alimentos in its $250 million offering of 6.875% Senior Notes Due 2019. Genworth Financial, Inc. Senior Notes Offering Advised Genworth Financial in its $300 million offering of 8.625% Senior Notes due 2016. Goldman Sachs International; Citi; Deutsche Bank; UBS Senior Secured Note Offering Represented the managers/underwriters in CEDC Finance Corporation International's $380 million offer of its 9.125% Senior Secured Notes due 2016 and €380 million offer of its 8.875% Senior Secured Notes due 2016, guaranteed by Central European Distribution Corporation and certain of its subsidiaries. Archipelago Learning, Inc.; Providence Equity Partners LLC Initial Public Offering Represented online education provider Archipelago Learning and its sponsor, Providence Equity Partners, in Archipelago's $103 million initial public offering. Goldman Sachs & Co.; Citi Senior Notes Offering Represented Goldman Sachs & Co. and Citi, as representatives of the initial purchasers, in the $400 million offering by commercial cleaning product manufacturer JohnsonDiversey of 8.25% Senior Notes due 2019. Goldman Sachs & Co.; Citi; Morgan Stanley & Co. Incorporated Ten-Year Senior Notes Offering Represented Goldman Sachs & Co., Citi and Morgan Stanley & Co. Incorporated in the $250 million offering by commercial cleaning product manufacturer JohnsonDiversey of 10.50% 10-year Senior Notes due 2020. Jefferies & Company, Inc.; UniCredit CAIB Securities UK Ltd.; Renaissance Securities (Cyprus) Limited Common Stock Offering Represented the underwriters in Central European Distribution Corporation's public offering of 10.25 million shares of common stock yielding proceeds of $317.75 million. RehabCare Group, Inc. Common Stock Offering Represented RehabCare Group, a leading national provider of physical rehabilitation services, in a follow on offering of its common stock, the proceeds of which were used to finance RehabCare's acquisition of Triumph Healthcare, operator of long-term acute care hospitals. TVN S.A. High Yield Note Offering Advised TVN, Poland’s leading private television broadcaster and a blue chip company listed on the Warsaw Stock Exchange, in connection with its €405 million offering of 10.75% Senior Notes due 2017. Viasystems, Inc. Senior Notes Offering Represented printed circuit board manufacturer Viasystems in its $220 million offering of 12% Senior Secured Notes due 2015, with proceeds to be used to refinance existing indebtedness. Rural/Metro Corporation Tender Offer Represented ambulance and emergency services provider Rural/Metro in its tender offer and consent solicitation for any and all of its 9.875% Senior Subordinated Notes due 2015. STR Holdings Inc. Initial Public Offering Represented solar panel component provider STR Holdings in its $123 million initial public offering. Starwood Hotels & Resorts Worldwide Inc. Senior Notes Tender Offer Represented Starwood Hotels & Resorts Worldwide in its tender offer for $200 million of 7.875% Senior Notes due 2012 and $100 million of 6.250% Senior Notes due 2013, financed by Starwood's underwritten public offering of $250 million of 7.150% Senior Notes due 2019, together with cash on hand. Starwood Hotels & Resorts Worldwide Inc. Senior Notes Offering Represented Starwood Hotels & Resorts Worldwide in a $250 million public offering of 7.150% Senior Notes due 2019, the proceeds of which were used to fund its tender offer for $200 million of 7.875% Senior Notes due 2012 and $100 million of 6.250% Senior Notes due 2013. Polnord S.A. Public Offering of Convertible Bonds Advised real estate developer Polnord S.A. in connection with its $41 million public offering of three-year convertible bonds, which may be converted into series Q shares, and the admission and introduction of such shares to trading on the Warsaw Stock Exchange. Goldman Sachs International; UniCredit CAIB Poland S.A. Initial Public Offering of PGE Polska Grupa Energetyczna Advised Goldman Sachs International and UniCredit CAIB Poland in the initial public offering of PGE Polska Grupa Energetyczna S.A., the biggest energy group in Poland, on the Warsaw Stock Exchange. This was the largest IPO in Europe in 2009. Viasystems, Inc. Senior Subordinated Notes Tender Offer Represented printed circuit board manufacturer Viasystems in its $200 million tender offer for all of its outstanding 10.5% Senior Subordinated Notes due 2011, to be financed by its simultaneous $220 million offering of 12% Senior Secured Notes due 2015. Goldman, Sachs & Co.; Goldman Sachs International Tender Offer and Consent Solicitation Represented Goldman, Sachs & Co. and Goldman Sachs International in the cash tender offer by commercial cleaning product manufacturer JohnsonDiversey for any and all of the outstanding $406 million 10.67% Senior Discount Notes due 2013. Concurrently, JohnsonDiversey solicited consents to amendments to eliminate substantially all restrictive covenants, certain events of default and substantially all of the restrictions on its ability to merge, consolidate or sell its properties or assets. Goldman, Sachs & Co.; Goldman Sachs International Tender Offer and Consent Solicitation Represented Goldman, Sachs & Co. and Goldman Sachs International in the cash tender offer by commercial cleaning product manufacturer JohnsonDiversey for any and all of the outstanding $300 million 9.625% Senior Subordinated Notes due 2012 and €225 million 9.625% Senior Subordinated Notes due 2012. Concurrently, JohnsonDiversey solicited consents to amendments to eliminate substantially all restrictive covenants, certain events of default and substantially all of the restrictions on its ability to merge, consolidate or sell its properties or assets. Ronson Europe N.V. Private Placement of Ordinary Shares and Warrants Advised Ronson Europe, which develops and sells multifamily residential real estate properties to individual customers in Poland, in connection with its private offering of ordinary shares and subscription warrants directed to selected investors and the listing of the newly-issued shares on the Warsaw Stock Exchange. BofA Merrill Lynch; Citi; Deutsche Bank Securities; Leerink Swann; Wells Fargo Securities Initial Public Offering of AGA Medical Holdings Counsel to the underwriters/managers in the $199 million initial public offering of US-based medical device manufacturer AGA Medical Holdings, Inc. HAL International Investments N.V. Third Party Tender Offer Represented investment fund HAL International Investments in its third party tender offer and consent solicitation for €300 million of high yield notes issued by Safilo Capital International S.A., the world’s second largest eyewear maker, in connection with HAL’s proposed acquisition of shares in Safilo. Bioton S.A. Subscription Warrants Offering Advised biotechnology company Bioton in connection with its $42 million offering of subscription warrants, issuance of series U shares to subscribers holding warrants, and the admission of these shares to trading on the Warsaw Stock Exchange. PKO Bank Polski S.A. Rights Issue and Exchange Listing Advised PKO Bank Polski, the largest retail bank in Poland, in connection with its $1.8 billion rights issue and listing of the newly issued shares on the Warsaw Stock Exchange. This was the largest ever rights issue by a Polish company. Songbird Estates plc Recapitalization Co-counsel to Canary Wharf Group owner, AIM-listed Songbird Estates plc, on its £1.03 billion recapitalization, primarily advising on its arrangements with its existing and future majority shareholders. SEACOR Holdings Inc. Senior Notes Offering Represented marine services company SEACOR Holdings Inc., which owns, operates, invests in, and markets equipment primarily in offshore oil and gas, industrial aviation, and inland and coastal marine transportation industries, in its $250 million Senior Notes offering. Credit Suisse Securities (USA) LLC; Citi; J.P. Morgan Securities LLC Frontier Communications Senior Notes Represented Credit Suisse Securities (USA), Citi, J.P. Morgan Securities and other underwriters in Frontier Communications Corporation's $600 million offering of 8.125% Senior Notes due 2018, with proceeds to fund Frontier's cash tender offer for $700 million of its outstanding 9.250% Senior Notes due 2011 and 6.250% Senior Notes due 2013. Credit Suisse Securities (USA) LLC; Citi; J.P. Morgan Securities LLC Frontier Communications Tender Offer Represented Credit Suisse Securities (USA), Citi and J.P. Morgan Securities, as dealer managers, in Frontier Communications Corporation's tender offer for up to $700 million of its outstanding 9.250% Senior Notes due 2011 and its outstanding 6.250% Senior Notes due 2013. Genworth Financial, Inc. Common Stock Issue Represented Genworth Financial in its $648.6 million public offering of Class A Common Stock. DIRECTV Holdings LLC Investment Grade Bond Offering and High Yield Note Tender Offer Represented DIRECTV Holdings in a $2 billion offering of 4.75% and 5.875% senior notes maturing in 2014 and 2019 and its related tender offer for $910 million of its 8.375% notes due 2013. Grupo Petrotemex S.A. de C.V.; ALFA, S.A.B. de C.V. Debt Offering Represented Petrotemex in a $200 million 144A debt offering for one of the leading polyester companies in the NAFTA region. Dragados S.A. Acquisition of POL-AQUA Advised Dragados S.A., a Spanish construction firm wholly-owned by ACS Actividades de Construcción y Servicios S.A., in connection with its €116 million acquisition of a 65.53% stake in a Warsaw Stock Exchange listed Polish construction firm, P.R.I. “POL-AQUA” S.A., through a tender offer. Pier 1 Imports, Inc. Exchange Offer and Debt Purchase Represented Pier 1 in a private exchange offer retiring outstanding convertible senior notes in exchange for new convertible senior notes, purchasing additional existing notes for cash, and modifying its senior credit facility. Polnord S.A. Private Placement Advised real estate developer Polnord S.A. in connection with its secondary private offering of series P shares to selected investors and the introduction of such shares to trading on the Warsaw Stock Exchange. Jefferies & Company, Inc.; UniCredit CAIB Securities UK Ltd.; Renaissance Securities (Cyprus) Limited Common Stock Offering of Central European Distribution Corporation Represented the underwriters in a $215 million secondary common stock offering of Central European Distribution Corporation by selling stockholder Mark Kaoufman. Transelec S.A. Tender Offer Represented Transelec, the largest electricity transmission company in Chile, in a cash tender offer to purchase up to $220 million in aggregate principal amount of its outstanding 7-7/8% Senior Notes due 2011. CareFusion Corporation Senior Notes Offering Represented CareFusion in its $1.4 billion senior notes issue, the proceeds of which were used to pay a dividend to Cardinal Health, Inc., in connection with the spin-off of CareFusion. Bioton S.A. Issuance of Series T Shares Advised biotechnology company Bioton in connection with its $18 million issuance of series T shares to its shareholder, Ryszard Krauze, and the admission of these shares to trading on the Warsaw Stock Exchange. GMP Securities L.P. Banro Corporation Common Share Offering Represented GMP Securities, as underwriter, in Canadian gold mining concern Banro Corporation's CAD 100 million common share offering. IFCO Systems N.V. High Yield Bond Issue Advised logistics services provider IFCO Systems on its launch of a new €200 million high yield bond issue, the proceeds of which will be used to refinance IFCO's €110 million senior secured notes and roll over its €65 million revolving credit facility. Banc of America Securities LLC Private Senior Secured Note Offer Represented Banc of America Securities, as underwriter, in Tenet Healthcare Corporation's private offering of $925 million senior secured notes due 2019, proceeds from which will be used to purchase Tenet’s 9.875% senior notes, due 2014, pursuant to a tender offer launched May 29, 2009. Banc of America Securities LLC Senior Note Tender Offer Represented Banc of America Securities, as dealer/manager, in Tenet Healthcare Corporation's cash tender offer for its outstanding 9.875% senior notes due 2014 valued at up to $1.0 billion. Credit Suisse; Citi; Deutsche Bank Securities Inc.; J.P. Morgan Securities LLC Private Senior Note Issuance Advised the initial purchasers in AMC Entertainment Inc.'s $600 million private offering of senior notes due 2019 with a portion of the proceeds due to be used to purchase AMC’s outstanding $250 million 8·% senior notes due 2012. Credit Suisse Securities (USA) LLC Senior Note Tender Offer Represented Credit Suisse Securities, as dealer/manager, in AMC Entertainment Inc.'s cash tender offer to purchase its outstanding $250 million of 8-5/8% Senior Notes due 2012 with part of the proceeds from a concurrent private placement of $600 million of 8-3/4% Senior Notes due 2019. Undisclosed Hedge Funds Convertible Bond Restructuring Represented bondholders in Aflease's convertible bond restructuring and exchange offer. Polnord S.A. Private Offering of Series N Shares Advised Polnord in connection with a PLN 42 million secondary private offering of series N shares to selected investors and the introduction of such shares to trading on the Warsaw Stock Exchange. Creditor Committee Convertible Bond Restructuring Represented bondholders in Cambrian Mining's convertible bond restructuring. J.P. Morgan Securities LLC; Goldman, Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Barclays Capital Inc. Convertible Senior Notes Offering Represented the underwriters in Hertz Global Holdings' $450 million convertible senior notes offering. J.P. Morgan Securities; Goldman, Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Barclays Capital Inc. Common Stock Offering Represented the underwriters in Hertz Global Holdings' $299 million common stock offering. J.P. Morgan Securities LLC; Morgan Stanley & Co. Incorporated; Banc of America Securities LLC; Citi Microsoft Investment Grade Note Offering Represented the underwriters in Microsoft Corporation's first public debt offering, consisting of $3.75 billion of AAA-rated investment grade notes. Gate Gourmet Holding LLC Listing of Shares Advised Gate Gourmet in a pre-listing restructuring with its parent company, gategroup Holding AG, and in gategroup Holding's listing on the SIX Swiss Exchange. Starwood Hotels & Resorts Worldwide Inc. Senior Notes Offering Represented Starwood Hotels & Resorts Worldwide in a $500 million public offering of 7.875% Senior Notes. Barclays Capital Common Stock Offering Represented Barclays in the $210 million public offering of common stock by Jarden Corporation, a global provider of consumer products. Bioton S.A. Private Offering Advised Bioton in connection with a PLN 277 million private offering, directed to selected investors, of series M shares and subscription warrants granting the right to subscribe for series N, series R and series S shares. J.P. Morgan Securities LLC; Credit Suisse; Citi High Yield Debt Offering Represented J.P. Morgan Securities, Credit Suisse and Citi in connection with Frontier Communications Corporation's $600 million senior notes offering. GE Capital Corporation Tender Offers and Consent Solicitations Advised GE Commercial Finance in its tender offers for 16 series of its outstanding debt securities, totaling approximately $1.4 billion, and in its consent solicitation from the debt securities' holders to proposed indenture amendments eliminating a restrictive covenant and related provisions. Premier Foods plc Placing & Open Offer and Firm Placing Advised Premier Foods plc on its £404 million Placing & Open Offer and Firm Placing. As part of the transaction, Premier reached agreement on amendments to the terms of the company’s bank facilities and agreement in principle with trustees of its UK defined benefit pension plans. Banc of America Securities LLC; Deutsche Bank Securities; Goldman Sachs Senior Notes Offering Represented Banc of America Securities, Deutsche Bank Securities and Goldman Sachs in Danaher Corporation's $750 million senior notes offering. Petrolinvest S.A. Private Offering of Series L Shares Advised Petrolinvest, a crude oil and gas trading company, in connection with its PLN 96.5 million private offering of series L ordinary bearer shares to PROKOM Investments S.A. Citi; J.P. Morgan Securities LLC Global Medium-Term Notes Offering Represented Citi and J.P. Morgan Securities in The Israel Electric Corporation's $500 million private offering. Citi; Goldman Sachs; Banc of America Securities LLC; Scotia Capital (USA) Inc. Exchange Offer Represented Citi, Goldman Sachs, Banc of America Securities, and Scotia Capital as dealer managers in a debt-for-debt exchange offer and consent solicitation by Tenet Healthcare Corporation valued at approximately $1.6 billion. Various Arrangers Mezzanine and Second Lien Debt Represented arrangers in financings of China-based credits, using secured high-yield mezzanine and second lien debt (motors, wire, steel and real estate). British Sky Broadcasting Limited Senior Secured Notes Offering Represented British Sky Broadcasting in its €600 million senior secured notes offering. ENEA S.A. Initial Public Offering Represented ENEA, which generates and distributes electricity in Poland, in its PLN 1.99 billion initial public offering. The Estée Lauder Companies Inc. Senior Notes Offering by Estée Lauder Represented The Estée Lauder Companies Inc. in their $300 million senior notes offering. Harbinger Capital Partners Funds Senior Notes Offering by SkyTerra Communications, Inc. Represented Harbinger Capital Partners Funds in the $500 million debt financing of SkyTerra Communications, in support of the possible combination of SkyTerra and Inmarsat plc. Petrolinvest S.A. Private Offering of Series G Shares Advised Petrolinvest in its PLN 588 million private offering of series G ordinary bearer shares to investors contributing shares constituting 38.1% of the share capital of Occidental Resources, Inc. as an in-kind contribution in exchange for shares in Petrolinvest. General Electric Company Common Stock Offering Represented General Electric Company, a global infrastructure, finance and media company, in its $12.2 billion public offering of common stock. General Electric Company Investment by Berkshire Hathaway Represented General Electric Company, a global infrastructure, finance and media company, in the investment by Berkshire Hathaway in $3 billion of perpetual preferred shares and warrants to purchase $3 billion of common stock. Creditor Committee Convertible Bond Restructuring Represented bondholders in SkyePharma's convertible bond restructuring. Citi Sale of Hanger Orthopedic Group, Inc. Common Stock Represented Citi in the $45 million block trade of Hanger Orthopedic Group's common stock by Ares Corporate Opportunities Fund, L.P. The Royal Bank of Canada Public Offering of Equity Securities Represented RBC Capital Markets as US counsel in Canadian gold mining concern Banro Corporation's public equity offering of 11 million units consisting of a common share and a purchase warrant for one half of one common share. EnergySolutions, Inc. Secondary Public Offering of EnergySolutions, Inc. Represented EnergySolutions, an international nuclear services company, and its controlling investors in the $765 million secondary offering of common stock. Germany1 Acquisition Limited Initial Public Offering of Germany1 Acquisition Limited Advised Germany1 Acquisition, a Guernsey-based special purpose acquisition company, on its admission to, listing, and trading on Euronext Amsterdam. more J.P. Morgan Securities; Jefferies & Company, Inc. Common Stock Offering of Central European Distribution Corporation Represented J.P. Morgan Securities and Jefferies & Company, Inc. in the $243.1 million common stock offering of Central European Distribution Corporation, a Poland-based distributor of alcoholic beverages. Susser Holdings, L.L.C.; Susser Finance Corporation Senior Notes Offering by Susser Holdings, L.L.C. and Susser Finance Corporation Represented Susser Holdings, L.L.C. and Susser Finance Corporation in add-on offering of $30.6 million aggregate principal amount of 10-5/8% Senior Notes due 2013. Sotheby’s Senior Notes Offering by Sotheby's Represented Sotheby’s in offering $150 million aggregate principal amount of 7.75% Senior Notes due 2015. DLJ Merchant Banking Inc. Secondary Offering by Rockwood Holdings, Inc. Represented DLJ Merchant Banking in a $386 million secondary offering of the common stock of Rockwood Holdings, Inc. Sotheby's Offering of Convertible Senior Notes by Sotheby's Represented Sotheby's in offering $200 million aggregate principal amount of 3.125% Convertible Senior Notes due 2013. Lehman Brothers Senior Note Acquisition Financing by Cenveo Corporation Represented Lehman Brothers, as manager, in Cenveo Corporation's senior note issuance financing the acquisition of Commercial Envelope, a large envelope manufacturer. Starwood Hotels & Resorts Worldwide, Inc. Senior Notes Offering by Starwood Hotels & Resorts Worldwide, Inc. Represented Starwood Hotels & Resorts Worldwide, Inc. in offering $200 million of 6 1/4% Senior Notes due 2013 and $400 million of 6 3/4% Senior Notes due 2018. Globe Trade Centre S.A. Bond Offering by Globe Trade Centre Represented office & residential developer Globe Trade Centre in its PLN 350 million bond offering. Vistula & Wolczanka S.A. Acquisition of 66% shares in W. Kruk S.A. Represented Vistula & Wolczanka S.A. in its PLN 298.43 million acquisition of 66% shares in W. Kruk S.A. by way of a tender offer. Lehman Brothers Pilgrim's Pride Corporation Common Stock Offering Represented Lehman Brothers as underwriter of a $180 million common stock offering by Pilgrim's Pride Corporation. Citadel Broadcasting Corporation Exchange Offer by Citadel Broadcasting Corporation Represented Citadel Broadcasting Corporation in an offer to purchase $55 million of its 1.875% Convertible Subordinated Notes due 2011 and to exchange $275 million of remaining notes for an equal amount of its newly authorized Amended and Restated Convertible Subordinated Notes due 2011. DIRECTV Holdings; DIRECTV Financing Co. Senior Notes Offerings by DIRECTV Holdings and DIRECTV Financing Co. Represented DIRECTV Holdings and DIRECTV Financing Co. in its offering of $1.35 billion 7.625% Senior Notes due 2016. Goldman Sachs International; Morgan Stanley & Co. International plc; JPMorgan Cazenove Limited; UniCredit Markets & Investment Banking (UniCredit CAIB UK Ltd. and UniCredit CAIB Poland S.A.) Initial Public Offering of New World Resources N.V. Represented Goldman Sachs International, Morgan Stanley & Co. International plc, JPMorgan Cazenove Limited and UniCredit Markets & Investment Banking (UniCredit CAIB UK Ltd. and UniCredit CAIB Poland S.A.) in the €1.4 billion initial public offering of New World Resources N.V., a Dutch coal producer. Lehman Brothers; Citi Notes Offering by The Israel Electric Corporation Limited Represented Lehman Brothers and Citi in a $1 billion notes offering by The Israel Electric Corporation Limited. Phibro Animal Health Corporation Initial Public Offering of Phibro Animal Health Corporation Represented Phibro Animal Health Corporation in its $45 million initial public offering. Vivendi S.A. Investment-Grade Notes Offering by Vivendi S.A. Represented Vivendi S.A. in the offering and sale of $1.4 billion principal amount of investment-grade notes under Rule 144A/Regulation S within the scope of Vivendi S.A.’s planned acquisitions of Activision and Neuf Cegetel. Petrolinvest S.A. Series D Shares Offering by Petrolinvest S.A. Represented Petrolinvest S.A. in its PLN 79.88 million public offering of series D ordinary bearer shares to financial institutional investors. J.P. Morgan Securities Convertible Notes Offering by Central European Distribution Corporation Represented J.P. Morgan Securities as the underwriter of the $310 million offering of convertible notes by Central European Distribution Corporation. Barclays Capital Inc. Fixed Rate Subordinated Notes Offering by Barclays Bank Represented Barclays Capital Inc. and the other Managers in a $2.25 billion 6.05% Fixed Rate Subordinated Notes Offering by Barclays Bank PLC under its U.K. Debt Issuance Program. EnergySolutions, Inc. Initial Public Offering of EnergySolutions Represented EnergySolutions, Inc., an international nuclear services company, in its $765.9 million initial public offering. DLJ Merchant Banking, Inc. Secondary Offering by Rockwood Holdings, Inc. Advised DLJ Merchant Banking in connection with the $374 million secondary offering of the common stock of Rockwood Holdings, Inc. Merrill Lynch & Co., Inc. Common Stock Offering of Danaher Corporation Represented Merrill Lynch & Co., Morgan Stanley & Co. Incorporated, Lehman Brothers, and UBS Securities Inc., as joint book-running managers, in the $493.5 million offering of 6.9 million shares of common stock of Danaher Corporation. UniCredit CAIB Polska S.A.; Bank Austria Creditanstalt AG Initial Public Offering of Ronson Europe N.V. Represented UniCredit CA IB Polska S.A. and Bank Austria Creditanstalt AG in the PLN 264.5 million (approximately EUR 72 million) initial public offering of 46 million shares of residential developer Ronson Europe N.V. BNP Paribas Initial Public Offering of Dah Chong Hong Holdings Represented BNP Paribas in the $580 million initial public offering of Dah Chong Hong Holdings, a leading business conglomerate with a special focus in the motor and food and consumer industries. Citi; Lehman Brothers; Merrill Lynch & Co. Senior Notes Offerings by Allison Transmission, Inc. Represented Citi, Lehman Brothers, and Merrill Lynch & Co. in the $550 million Senior Notes and $550 million Senior PIK-Toggle Notes Offerings by Allison Transmission, Inc. Grupo KUO S.A.B. de C.V. Senior Notes Offering by Grupo KUO, S.A.B. de C.V. Represented Grupo KUO, S.A.B. de C.V. in the $200 million senior notes offering. Babcock & Brown Initial Public Offering of Babcock & Brown Air Limited Represented Babcock & Brown Air Limited (now FLY Leasing Limited), a global aircraft lessor, and its parent, Babcock & Brown, in its $430 million initial public offering. Leucadia National Corporation Senior Notes Offering by Leucadia National Corporation Represented Leucadia National Corporation in its $500 million 8-1/8% senior notes offering due 2015. Leucadia National Corporation Common Stock Offering by Leucadia National Corporation Represented Leucadia National, a diversified holding company, in its $250 million common stock offering. Barclays Capital London Floating Rate Notes Offering by Barclays Bank PLC Represented Barclays Bank PLC and the other managers in a $700 million Floating Rate Notes Offering under its U.S. shelf registration. Barclays Capital London Senior Notes Offering by Barclays Bank PLC Represented Barclays Bank PLC and the other managers in a $2.2 billion 5.45% Senior Notes Offering under its U.S. shelf registration. Starwood Hotels & Resorts Worldwide, Inc. Senior Notes Offering by Starwood Hotels & Resorts Worldwide, Inc. Represented Starwood Hotels & Resorts Worldwide, Inc. in its $400 million 6.25% Senior Notes Offering. FHB Mortgage Bank Series A Ordinary Shares Offering by FHB (Land and Mortgage Bank) Represented FHB (Land and Mortgage Bank) and Hungarian State Privatization Agency (ÁPV Zrt.) in the €255 million accelerated bookbuilding equity offering for 50% + one share of Series A Ordinary Shares. Babcock & Brown Air Limited Notes Offering by Babcock & Brown Air Funding I Limited Represented Babcock & Brown Air Funding I Limited in the $853 million offering of Class G-1 Floating Rate Asset-Backed Notes Series 2007-1. General Electric Company Sale of Shares in Initial Public Offering of Genpact Limited Represented General Electric Company in the $568.2 million sale of shares in the initial public offering of Genpact Limited. GlobeOp Financial Services S.A. Initial Public Offering by GlobeOp Financial Services S.A. Represented GlobeOp Financial Services S.A. in its initial public offering. BNP Paribas; Calyon; Société Générale Senior Floating Rate Notes Offering by Akerys Holdings S.A. Represented BNP Paribas and Calyon, Société Générale, as initial purchasers in the €300 million offering of floating rate senior notes by Akerys Holdings S.A. UniCredit CAIB Polska S.A. Offering of Secondary Shares of PTA Grupp AS Represented UniCredit CA IB Polska S.A. in the secondary offering of shares of PTA Grupp AS (name change to AS Silvano Fashion Group). CDM Pekao S.A. Series G Shares Offering by Sfinks Polska S.A. Represented CDM Pekao S.A. in the PLN 14 million Series G Shares Offering by Sfinks Polska S.A., which operates restaurants in Poland and internationally. Aeffe SpA; Selling Shareholders Initial Public Offering of Aeffe SpA Represented Aeffe SpA and selling shareholders in the initial public offering of shares of Aeffe SpA, an Italy-based fashion and luxury goods manufacturer. Altra Holdings, Inc. Follow-on Offering of Common Stock of Altra Holdings, Inc. Represented Altra Holdings, Inc. in its $207.4 million follow-on offering of 11 million shares (plus 1.650 million overallotment of shares) of its common stock. Goldman, Sachs & Co.; Lehman Brothers; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Deutsche Bank Securities Inc.; J.P. Morgan Securities; Morgan Stanley; Credit Suisse Securities (USA) LLC; UBS Investment Bank; Wachovia Securities Sale of Hertz Global Holdings, Inc. Common Stock Represented Goldman, Sachs & Co., Lehman Brothers and Merrill Lynch, Pierce, Fenner & Smith, Inc., together with other co-managers, in the $1 billion sale of common stock by affiliates of Hertz Global Holdings, Inc., the world's largest general use car rental brand. Banc of America Securities LLC Senior Floating Rate Notes Offering by Sanmina-SCI Corporation Represented Banc of America Securities LLC in the $600 million senior floating rate notes offering by Sanmina-SCI Corporation. Genworth Financial, Inc. Senior Notes Offering by Genworth Financial Inc. Represented Genworth Financial Inc. in its $350 million senior notes offering. Citi; Merrill Lynch Senior Subordinated Notes Offering by Psychiatric Solutions, Inc. Represented Citi, Merrill Lynch, JPMorgan, and Banc Of America Securities in the $250 million offering of senior subordinated notes by Psychiatric Solutions, Inc. Taiwan Semiconductor Manufacturing Company Limited Secondary Offering of ADS Common Shares Represented Taiwan Semiconductor Manufacturing Company in the $2.6 billion secondary offering of 1.2 billion common shares in the form of American Depositary Shares held by Koninklijke Philips Electronics (Royal Philips Electronics). L-1 Identity Solutions, Inc. Convertible Senior Notes Offering by L-1 Identity Solutions, Inc. Represented L-1 Identity Solutions, Inc. in its $175 million offering of convertible senior notes. Genworth Financial, Inc. Remarketing of Senior Notes Due 2009 Represented Genworth Financial, Inc. in the remarketing of its Senior Notes due 2009. Goldman, Sachs & Co.; Citi; Deutsche Bank Securities Inc.; J.P. Morgan Terminated Initial Public Offering of AMC Entertainment Inc. Represented Goldman, Sachs & Co., Citi, Deutsche Bank Securities Inc. and J.P. Morgan as lead underwriters in the $710 million terminated initial public offering of AMC Entertainment Inc., the second largest movie theater chain in the US. Ulma Construccion Polska S.A. Secondary Stock Offering of Ulma Construccion Polska S.A. Represented Ulma Construccion Polska S.A. in its PLN 291 million secondary offering of 1 million shares of common stock. Altra Industrial Motion, Inc. Senior Secured Notes Offering by Altra Industrial Motion, Inc. Represented Altra Industrial Motion, Inc. in its $105 million offering of 9% senior secured notes to fund its acquisition of TB Woods Corp. NextWave Wireless Inc. Convertible Preferred Stock Offering Represented issuer NextWave Wireless in the offering of $355 million of Series A Senior Convertible Preferred Stock. Citi; Credit Suisse Securities (USA) LLC; J.P. Morgan Securities LLC, as representatives of the several initial purchasers Senior Notes Offering by Citizens Communications Company Represented Citi, Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities, as representatives of the several initial purchasers, in the $750 million senior notes offering by Citizens Communications Company. Banc of America Securities LLC Senior Notes Offering by Centene Corporation Represented Banc of America Securities LLC in the $175 million senior notes offering by Centene Corporation. General Electric Company Sale of Registered Shares of Swiss Reinsurance Company Represented General Electric Company in its $1.4 billion sale of registered shares of Swiss Reinsurance Company. Key Plastics L.L.C. Senior Secured Notes Offering by Key Plastics, L.L.C. Represented Key Plastics, L.L.C. in its $115 million offering of 11-3/4% Senior Secured Notes. SunCom Wireless Holdings, Inc. SunCom Wireless, Inc. Subdebt-for-Equity Restructuring Represented SunCom Wireless Holdings, Inc. in the restructuring of $679 million of its subdebt via an exchange of new equity for outstanding subdebt. Lehman Brothers; Credit Suisse First Boston LLC; BMO Capital Markets; Deutsche Bank Securities; JPMorgan; Banc of America Securities LLC; Stephens Inc.; Stifel Nicolaus Notes Offering by Pilgrim's Pride Corporation Represented Lehman Brothers and Credit Suisse, together with other co-managers, in connection with a $650 million unsecured notes offering by Pilgrim's Pride Corporation. Citi Senior Floating Rate Notes Offering by Dollarama Group Holdings L.P. and Dollarama Group Holdings Corporation Represented Citi, as underwriter and manager, in the $200 million senior floating rate notes offering by Dollarama Group Holdings L.P. and Dollarama Group Holdings Corporation. Altra Industrial Motion, Inc.; Genstar Capital LLC Initial Public Offering of Altra Holdings, Inc. Represented Genstar Capital LLC in the $165 million initial public offering of Altra Holdings, Inc. General Electric Company Initial Public Offering of Genesis Lease Limited Represented Genesis Lease Limited, a global aircraft leasing company, and its parent, General Electric, in the $640.7 million initial public offering. more NewStar Financial, Inc. Initial Public Offering of NewStar Financial Advised NewStar Financial, Inc. (a portfolio company of Capital Z Partners, JP Morgan Corsair Capital Partners and Och-Ziff Capital Management Group), a commercial finance company, in connection with its $204 million inital public offering. Lehman Brothers Tender Offer for Gold Kist Debt Represented Lehman Brothers as dealer manager for Pilgrim's Pride Corporation's $130 million tender offer for all outstanding 10-1/4% Senior Notes due 2014 of Gold Kist Inc. CA IB Corporate Finance Initial Public Offering of ECM Real Estate Investments S.A. Represented CA IB in the €75 million initial public offering of ECM Real Estate Investments S.A., a real estate developer. HVB Hungary Bank Zrt. Offering of Shares in MOL Hungarian Oil and Gas Public Limited Company Represented HVB Hungary Bank Zrt. as lead manager in the HUF 40 billion sale by the Hungarian State of shares in MOL Hungarian Oil and Gas Public Limited Company to retail and institutional investors. Citi Senior Notes Offering by Lear Corporation Represented Citi, as underwriter and manager, in the $900 million Senior Notes Offering by Lear Corporation. Goldman Sachs & Co.; Lehman Brothers; Merrill Lynch & Co.; J.P. Morgan Securities; Morgan Stanley; Credit Suisse Securities (USA) LLC; UBS Investment Bank; Wachovia Securities Initial Public Offering of Hertz Global Holdings, Inc. Represented Goldman Sachs & Co., Lehman Brothers and Merrill Lynch & Co., together with other co-managers, in the $1.3 billion initial public offering of Hertz Global Holdings, Inc., the world's largest general use car rental brand. Bear Stearns & Co., Inc. Common Stock Offering by Fidelity National Information Services, Inc. Represented Bear Stearns & Co. in the $229 million share offering by Fidelity National Information Services, Inc. Genworth Financial, Inc. Junior Subordinated Notes Offering by Genworth Financial, Inc. Represented Genworth Financial, Inc. in its $600 million Junior Subordinated Notes Offering. Susser Holdings Corporation Initial Public Offering of Susser Holdings Corporation Advised Susser Holdings Corporation (a portfolio company of Wellspring Capital Mangement LLC), the operator of Circle K convenience stores and gas stations, in connection with its initial public offering. Hedge Fund Client Victoria Oil & Gas plc £20 Million Convertible Bond Advised a hedge fund client in its purchase of a £20 million convertible bond issued by Victoria Oil & Gas plc Warner Chilcott Corporation Warner Chilcott Limited Initial Public Offering Represented selling shareholders Bain Capital Investors, DLJ Merchant Banking, CCMP Capital Advisors LLC, and THL Partners in the initial public offering of shares of Warner Chilcott Limited, an international pharmaceutical company. PolyMedica Corporation Convertible Subordinated Notes Offering by PolyMedica Corporation Represented PolyMedica Corporation in its $180 million Convertible Subordinated Notes Offering. Hanson plc Notes Offering by Hanson PLC Represented Hanson PLC in its offering of £750 million aggregate principal amount of 6.125% notes. Credit Suisse First Boston LLP Exchange Offer by SAZKA, a.s. Represented Credit Suisse First Boston LLP, as manager, in the €215 million exchange offer for secured amortising bonds issued by SAZKA, which engages in the operation of betting games and lotteries in the Czech Republic. Pequot Private Equity Fund IV, L.P. Secondary Offering of the Common Stock of Sequenom, Inc. Represented Pequot Private Equity Fund IV, L.P., as selling shareholder, in the $59 million secondary offering of the common stock of Sequenom, Inc. Lehman Brothers; Citi; ABN AMRO Incorporated Senior Notes Offering by Hanger Orthopedic Group, Inc. Represented Lehman Brothers, Citi, and ABN AMRO Incorporated, as managers, in the $175 million Senior Notes Offering by Hanger Orthopedic Group, Inc. Lehman Brothers; Citi; ABN AMRO Incorporated Repurchase of Outstanding Senior Notes by Hanger Orthopedic Group, Inc. Represented Lehman Brothers, Citi, and ABN AMRO Incorporated, as managers, in the $200 million repurchase by Hanger Orthopedic Group, Inc. of its outstanding 10-3/8% Senior Notes and $15.5 million repurchase of its outstanding 11-1/4% Senior Subordinated Notes. Citi Senior Notes Offering by Amkor Technology, Inc. Represented Citi, as manager, in the $400 million senior notes offering by Amkor Technology, provider of outsourced semiconductor packaging and test services. Citi Senior Subordinated Notes Offering by Amkor Technology, Inc. Represented Citi, as manager, in the $190 million senior subordinated notes offering by Amkor Technology, provider of outsourced semiconductor packaging and test services. PMC-Sierra, Inc. Common Stock Offering by PMC-Sierra Represented PMC-Sierra in its $209 million offering of shares of its common stock by former shareholders of Passave, Inc. Lehman Brothers Senior Notes Offering by The Rouse Company LP and TRC Co-Issuer, Inc. Represented Lehman Brothers, as manager, in the $800 million offering of Senior Notes by The Rouse Company LP. Lehman Brothers Common Stock Offering by Netflix, Inc. Represented Lehman Brothers in the $105 million common stock offering by Netflix, Inc. Bear Stearns & Co., Inc. Common Stock Follow-On Offering for New York Community Bancorp, Inc. Represented Bear Stearns & Co., Inc. in the $400.58 million common stock follow-on offering by New York Community Bancorp, Inc. Collins Stewart Limited; Bear, Stearns International Limited IPO of Peach Holdings, Inc. Represented Collins Stewart Limited and Bear, Stearns International Limited (as Joint Lead Managers) in the £120 million IPO of Peach Holdings, Inc. Globe Trade Centre S.A. Series G Common Stock Offering by Globe Trade Centre Represented Globe Trade Centre SA in a $150 million (PLN488 million) Series G Common Stock Offering. Genworth Financial, Inc. Secondary Offering of Common Stock by Genworth Financial Represented Genworth Financial and its parent, General Electric Company, in the $2.274 billion secondary offering of common stock. Lehman Brothers Common Stock Offering by Allscripts Healthcare Solutions, Inc. Represented Lehman Brothers as underwriter of Allscripts' $142 million shelf takedown offering. Banc of America Securities LLC Senior Subordinated Notes Offering by Sanmina-SCI Corporation Represented Banc of America Securities, as initial purchaser, in the $600 million 8.125% Senior Subordinated Notes Offering by Sanmina-SCI Corporation. Citi; Credit Suisse Securities (USA) LLC; J.P. Morgan Securities LLC Senior Subordinated Notes Offering by AMC Entertainment Inc. Represented Citi, Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities, as initial purchasers, in the $325 million 11% Senior Subordinated Notes Offering by AMC Entertainment Inc., supporting their merger with Loews Cineplex Entertainment Corporation. Deutsche Bank Securities Inc.; Lehman Brothers; Merrill Lynch & Co., Inc.; Goldman Sachs & Co.; J.P. Morgan Securities LLC; BNP Paribas Group; RBS Greenwich Capital Markets Inc.; Calyon Securities (USA) Inc. Senior and Senior Subordinated Notes Offerings for Hertz LBO Represented Deutsche Bank Securities Inc., Lehman Brothers and Merrill Lynch & Co., Inc., together with other co-managers, as initial purchasers of the $2.7 billion Senior and Senior Subordinated Notes Offerings by The Hertz Corporation in connection with the $15 billion acquisition of Hertz Corporation from Ford Motor Company by Clayton Dubilier & Rice, The Carlyle Group and Merrill Lynch Global Private Equity. Genworth Financial, Inc.; General Electric Company Common Stock Offering by Genworth Financial, Inc. Represented Genworth Financial, an insurance and retirement solutions provider, and General Electric Company in Genworth's $1.4 billion common stock offering. Lehman Brothers; Citi Global Markets Singapore Pte. Ltd.; Credit Suisse First Boston (Singapore) Limited Avago Technologies Senior Notes Offering Represented Lehman Brothers, Citi Global Markets Singapore Pte., Credit Suisse First Boston (Singapore) as initial purchasers of the $1 billion Senior, Senior Floating Rate and Senior Subordinated Rate Notes Offering by Avago Technologies Finance Pte., Avago Technologies US, and Avago Technologies Wireless (US) Manufacturing in connection with the acquisition of Agilent Technologies' semiconductor products segments by Kohlberg Kravis Roberts & Co. and Silver Lake Partners. Templeton Strategic Emerging Markets Fund; Citi Sale of Stake in Amtel-Vredestein NV IPO Advised Templeton Strategic Emerging Markets Fund and Citi in sale of 8.2% stake in initial public offering of Amtel-Vredestein NV Merrill Lynch & Co., Inc.;Thomas Weisel Partners LLC Senior Convertible Notes Offering by PMC-Sierra, Inc. Represented Merrill Lynch & Co. and Thomas Weisel Partners, as initial purchasers, in the $225 million senior convertible notes offering by PMC-Sierra, a publicly traded firm which offers a portfolio of semiconductor devices used in communications network infrastructure equipment applications. TrygVesta A/S Initial Public Offering of TrygVesta A/S Represented TrygVesta A/S in its DKK 6.3 billion initial public offering. more Activant Solutions Inc.; Activant Solutions Holdings Inc. Senior Floating Rate Notes and Senior Floating Rate PIK Notes Offerings Represented Activant Solutions Inc. and Activant Solutions Holdings Inc. in the $145 million senior floating rate notes offering by Activant Solutions Inc. and $40 million senior floating rate PIK notes offering by Activant Solutions Holdings Inc. General Motors Corporation Initial Public Offering of Global Cash Access Holdings, Inc. Represented General Motors Corporation in the sale of its 10% interest in Global Cash Access Holdings, Inc. through their $225 million Initial Public Offering. General Electric Company Common Stock Offering by Genworth Financial, Inc. Represented Genworth Financial, an insurance and retirement solutions provider, and its parent, General Electric Company, in Genworth's $3.2 billion common stock offering. Genworth Financial, Inc. Senior Notes Offering by Genworth Financial, Inc. Represented Genworth Financial, Inc. in the $350 million offering of 4.950% senior notes. Polskie Gornictwo Naftowe i Gazownictwo SA Initial Public Offering of Polskie Gornictwo Naftowe i Gazownictwo SA Represented Polskie Gornictwo Naftowe i Gazownictwo SA in its PLN 2.7 billion initial public offering. Lehman Brothers; Banc of America Securities LLC; J.P. Morgan Securities LLC Senior Notes Offering by AmerisourceBergen Corporation Represented Lehman Brothers in the $900 million Senior Notes Offering by AmerisourceBergen Corporation. Lehman Brothers; The Bear Stearns Companies Inc.; Morgan Stanley & Co. Inc. Senior Floating Rate Notes and Senior Convertible Debentures Offerings by Dobson Communications Corporation Represented Lehman Brothers as initial purchaser of the $150 Million Offering of Senior Floating Rate Notes and $150 Million Offering of Senior Convertible Debentures by Dobson Communications Corporation. THL Partners Ordinary Shares Offering of Endurance Specialty Holdings Ltd. by THL Partners and Texas Pacific Group Ventures Inc. Represented THL Partners as selling stockholder in the $293 million Ordinary Shares Offering of Endurance Specialty Holdings Ltd. Lehman Brothers, Jefferies & Company, Inc. Initial Public Offering of Eschelon Telecom, Inc. Represented Lehman Brothers and Jefferies & Company, Inc. in the $75 million initial public offering of Eschelon Telecom, Inc., a telecommunications provider. Lehman Brothers Pilgrim's Pride Corporation Common Stock Offering Represented Lehman Brothers as manager of the $535 million common stock offering by Pilgrim's Pride Corporation. Citi; Banc of America Securities LLC; Merrill, Lynch, Pierce, Fenner & Smith Incorporated; J.P. Morgan Securities LLC; Lehman Brothers Senior Subordinated Notes Offering by Psychiatric Solutions, Inc. Represented Citi, as an initial purchaser, in the $220 million offering of senior subordinated notes by Psychiatric Solutions, Inc. Credit Suisse First Boston (Europe) Initial Public Offering of Opoczno S.A. Represented Credit Suisse First Boston (Europe), as manager, in the PLN 456 million initial public offering of Opoczno S.A., Poland’s leading floor and wall tile manufacturer. Banc of America Securities LLC; Citi; Deutsche Bank Securities Inc. Senior Subordinated Notes Offering by Celestica Inc. Represented Banc of America Securities LLC, Citi and Deutsche Bank Securities Inc., as initial purchasers of the $250 million offering of 7-5/8% Senior Subordinated Notes by Celestica Inc. Lehman Brothers Paired Common Stock Offering by La Quinta Corporation and La Quinta Properties, Inc. Represented Lehman Brothers in the $168 million Paired Common Stock Offering by La Quinta Corporation and La Quinta Properties, Inc. Trump Atlantic City Associates Senior Secured Notes Offering by Trump Entertainment Resorts, Inc. Represented Trump Atlantic City Associates (the bondholders committee) in the $1.25 billion Senior Secured Notes Offering by Trump Entertainment Resorts, Inc. Magellan Health Services, Inc. Common Stock Offering of Magellan Health Services, Inc. Represented Magellan Health Services, Inc. in the $129.6 million Common Stock Offering. Merrill Lynch & Co., Inc. Secondary Offering of Ordinary Shares of Lipman Electronic Engineering Ltd. Represented Merrill Lynch & Co., Inc. as underwriter of the $67.5 million secondary offering of ordinary shares of Lipman Electronic Engineering Ltd. THL Partners Ordinary Shares Offering of Endurance Specialty Holdings Ltd. Represented THL Partners as selling stockholder in the $292.4 million Ordinary Shares Offering of Endurance Specialty Holdings Ltd. The Blackstone Group Common Stock Offering by Shareholders of Aspen Insurance Holdings Limited Represented The Blackstone Group as a selling stockholder in the $183 million common stock offering by shareholders of Aspen Insurance Holdings Limited. Genworth Financial, Inc.; General Electric Company Common Stock Offering by Genworth Financial, Inc. Represented Genworth Financial, an insurance and retirement solutions provider, and its parent, General Electric Company, in Genworth's $2.1 billion common stock offering. msystems Ltd. Convertible Senior Notes Offering by msystems Ltd. Represented msystems Ltd. in its $75 million convertible senior notes offering. Suburban Propane Partners, LP; Suburban Energy Finance Corp. Senior Notes Offering by Suburban Propane Partners, L.P. Represented Suburban Propane Partners, L.P. in the $250 million Senior Notes Offering. Rural/Metro Operating Company, LLC; Rural/Metro (Delaware) Inc. Senior Subordinated Notes Offering by Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc. Represented Rural/Metro Operating Company, LLC and Rural/Metro (Delaware) Inc. in the $125 million Senior Subordinated Notes Offering. Citi Senior Subordinated Notes Offering by Sanmina-SCI Corporation Represented Citi as initial purchaser of the $400 million 6-3/4% senior subordinated notes offering by Sanmina-SCI Corporation. The DIRECTV Group, Inc. Common Stock Offering by The DIRECTV Group, Inc. Represented The DIRECTV Group, a satellite TV company, in its $817 million common stock offering. Centre Partners Management, LLC Senior Secured Notes Offering by Uno Restaurant Merger Sub, Inc. Represented Centre Partners Management, LLC as controlling shareholder in the $142 million Senior Secured Notes Offering by Uno Restaurant Merger Sub, Inc. Citi; Morgan Stanley & Co. Inc.; UBS AG Senior Notes Offering by Novelis Inc. Represented Citi, Morgan Stanley & Co. Inc. and UBS AG, as initial purchasers of $1.4 billion 7-1/4% senior notes offering by Novelis Inc. in connection with its spin-off from Alcan Inc. Citi; Lehman Brothers Investment Grade Notes Offering by Gulf South Pipeline Company, L.P. Represented Citi and Lehman Brothers as manager in the $275 million Investment Grade Notes Offering by Gulf South Pipeline Company, L.P. Lehman Brothers; Citi Investment Grade Notes Offering by TGT Pipeline, LLC Represented Lehman Brothers and Citi in the $300 million Notes Offering by TGT Pipeline, LLC. Six Flags, Inc. Senior Notes Offering by Six Flags, Inc. Represented Six Flags, Inc. in the $195 million 9-5/8% senior notes offering. Global Crossing (UK) Telecommunications Limited (owned by Global Crossing Limited) Senior Secured Notes Offering Represented Global Crossing (UK) Telecommunications Limited in its $200 million offering of senior secured notes and £105 million offering of senior secured notes in connection with its restructuring. more IWO Escrow Company Senior Secured Floating Rate Notes and Senior Discount Notes Offering by IWO Escrow Company Represented IWO Escrow Company in the $290 million offering of senior secured floating rate notes and senior discount notes in connection with the reorganization of IWO Holdings, Inc. Merrill Lynch & Co., Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Citi; Lehman Brothers; Banc of America Securities LLC; Raymond James & Associates Inc.; Avondale Partners, LLC Follow-On Common Stock Offering by Psychiatric Solutions, Inc. Represented Merrill Lynch & Co., Inc., as underwriter, in the $116 million Follow-On Common Stock Offering by Psychiatric Solutions, Inc. Merrill Lynch & Co., Inc., J.P. Morgan Securities, Lehman Brothers Pilgrim's Pride Corporation Common Stock Offering Represented Merrill Lynch, J.P. Morgan Securities and Lehman Brothers as joint book-running managers in the $339.2 million offering of Pilgrim's Pride Corporation common stock by ConAgra Foods, Inc. Six Flags, Inc. Convertible Senior Notes Offering by Six Flags, Inc. Represented Six Flags, Inc. in its $260 million convertible senior notes offering. Credit Suisse First Boston Initial Public Offering of PKO Bank Polski (37.7%) Represented Credit Suisse First Boston in the PLN7.6 billion initial public offering of 37.7% of PKO Bank Polski. CeNeS Pharmaceuticals plc Ordinary Shares Offering by CeNeS Pharmaceuticals plc Represented CeNeS Pharmaceuticals plc, a biopharmaceutical company, in the £11.3 million Ordinary Shares Offering. Premier Foods plc Initial Public Offering of Premier Foods plc Represented Premier Foods (a portfolio company of HM Capital Partners), the UK’s largest food producer, on its IPO on the London Stock Exchange. Estée Lauder Companies Inc. Common Stock Offering by Estée Lauder Inc. Represented Estée Lauder Companies, a cosmetics company, in the $575 million common stock offering by Estée Lauder Inc. Genworth Financial, Inc. Initial Public Offering of Genworth Financial, Inc. Represented Genworth Financial, an insurance and retirement solutions provider, in the $2.8 billion initial public offering. more Genworth Financial, Inc. Cumulative Preferred Stock Offering by Genworth Financial, Inc. Represented Genworth Financial, Inc. in the $100 million cumulative preferred stock offering. Genworth Financial, Inc. Equity Units Offering by Genworth Financial, Inc. Represented Genworth Financial, an insurance and retirement solutions provider, in its $600 million equity units offering. Credit Suisse First Boston LLC Amortising Bond Offering by SAZKA, a.s. Represented Credit Suisse First Boston in the €175 million amortising bond offering by SAZKA, a.s. The bonds are to be secured by mortgages over certain real estate of SAZKA, including the SAZKA Arena, a new purpose-built 18,000 seat stadium in Prague that hosted the 2004 World Ice Hockey Championships. In addition to this security, share pledges also secured SAZKA's obligations under the bonds. more msystems Ltd. Secondary Offering of Ordinary Shares by msystems Ltd. Represented msystems Ltd. in its $120 million secondary offering of ordinary shares. Avaya Inc. Common Stock Offering Represented Avaya Inc. in its $351.9 million common stock offering. Yell Group PLC Initial Public Offering of Yell Group PLC Represented Yell Group, an international directories company, in its $3.2 billion initial public offering. Verint Systems Inc. Common Stock Offering by Verint Systems Inc. Represented Verint Systems Inc. in its $132 million secondary offering of common stock. Comverse Technology, Inc. Zero Yield Puttable Securities Offering by Comverse Technology, Inc. Represented Comverse Technology, Inc. in its $420 million Secondary Offering of Zero Yield Puttable Securities. WellChoice Inc. Initial Public Offering of WellChoice Inc. Represented WellChoice Inc. as issuer in a $480 million initial public offering.

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