Financial Services

Willkie has an extensive history in all aspects of the financial services industry, representing U.S. and international banks, credit card companies, private equity funds, hedge funds, investment firms and advisers, as well as other financial institutions.

Willkie has an extensive history in all aspects of the financial services industry, representing U.S. and international banks, credit card companies, private equity funds, hedge funds, investment firms and advisers, as well as other financial institutions.

Antitrust and Competition

  • Crédit Mutuel: Represented Crédit Mutuel-CIC in a series of high profile interchange fees cases before the European Commission and the French Antitrust Authority.

    MasterCard: Represent MasterCard in the settlement of the interchange-fee class actions, the disputes regarding that settlement, and the numerous opt-out cases.  The interchange-fee litigation has been described as the largest in the history of the Sherman Act.

    Silver Lake Technology Management: Represent Silver Lake Technology Management in defense of a putative class action brought by shareholder plaintiffs who claim that various private equity firms conspired to constrain the share price of public companies purchased through a leverage buy out.

    Warburg Pincus: Represent Warburg Pincus in numerous matters relating to antitrust litigation, counseling, and compliance.
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Asset Management Mergers & Acquisitions

  • Aberdeen Asset Management PLC: Represented London-based Aberdeen Asset Management PLC in the following transactions:

    • Arden Asset Management: Represented Aberdeen Asset Management in its agreement to acquire hedge fund solutions provider Arden Asset Management LLC.
    • Artio Global Investors Inc.: Represented Aberdeen Asset Management in its $175 million acquisition of Artio Global Investors Inc. Artio Global Investors Inc. is the indirect holding company of Artio Global Management LLC, a registered investment advisor.
    • The India Fund and The Asia Tigers Fund: Represented Aberdeen Asset Management in its acquisition of The India Fund and The Asia Tigers Fund, two NYSE-listed closed-end funds managed by Blackstone.
    • FLAG Capital Management: Represented Aberdeen Asset Management in its agreement to acquire FLAG Capital Management, LLC, a manager of private equity and real asset solutions.

    Aquiline Capital Partners: Advised Aquiline Capital Partners, a private equity firm investing exclusively in the financial services sector, in the following transactions:

    • Genworth Financial: Represented Aquiline and Genstar Capital LLC in their $412.5 million acquisition of Genworth Inc.’s wealth management businesses.
    • Tourmalet Advisors: Represented Aquiline in its $60 million investment in hedge fund Tourmalet Advisors and its management company/GP.

    Baring Asset Management/SEI Asset Korea Co., Ltd.: Advised international investment firm Barings in its acquisition of Seoul, South Korea asset manager SEI Asset Korea Co., Ltd. Baring Asset Management is a subsidiary of MassMutual Financial Group.

    Friedman Fleisher & Lowe/Strategic Investment Management: Represented private equity firm Friedman Fleisher & Lowe in its acquisition of Strategic Investment Management, an outsourced investment management business.

    Genstar Capital/Mercer Advisors: Represented Genstar Capital in its agreement to acquire a majority interest in Mercer Advisors, the parent company to one of the largest Registered Investment Advisors and financial planning firms in the United States.

    k1 Ventures Limited/Guggenheim Capital, LLC: Represented k1, a Singapore Stock Exchange-listed investment company, in its $100 million Series A Preferred Unit and Warrant investment in Guggenheim, a privately held global financial services firm with more than $100 billion in assets under supervision.

    OppenheimerFunds/VTL Associates: Represented OppenheimerFunds in its acquisition of VTL Associates, which manages $1.7 billion for investors across eight exchange traded funds (ETFs) and its separate accounts.

    Victory Capital/RS Investments: Represented Victory Capital in its agreement to acquire RS Investments from The Guardian Life Insurance Company of America. 

    Warburg Pincus/The Mutual Fund Store: Advised leading private equity firm Warburg Pincus in its partnership with The Mutual Fund Store, the first and largest nationally branded provider of fee-only, independent investment advice for the mass affluent market.

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Finance

  • Aberdeen Asia-Pacific Income Fund, Inc.: Advised Aberdeen Asia-Pacific Income Fund, Inc. in connection with its $600 million revolving credit facility and its $200 million term loan facility.

    Bank of America/FairPoint: Represented Bank of America in FairPoint Communications’s  chapter 11 plan and $1.075 billion exit financing.

    Bank of America/Wells Fargo: Represented Bank of America as Agent Bank and Wells Fargo as Joint Lead Arranger for $1.5 billion financing to Host Hotels & Resorts.

    Bank of Nova Scotia/CPI Acquisition: Represented the Bank of Nova Scotia in its $126 million credit facility to finance the acquisition of CPI Acquisition.

    Green Tree Credit Solutions: Advised Green Tree Credit Solutions, a portfolio company of Centerbridge Partners, in connection with its $380 million senior secured financing led by Deutsche Bank and Credit Suisse.

    Pratt Finance Proprietary Limited: Represented institutional investors—including, among others, AIG, Teachers, Northwestern Mutual, Allianz, Genworth, Guardian and CIGNA—in private placement of $250 million of Pratt’s guaranteed senior notes.

    The Sterling Group: Represented The Sterling Group in securing a $17 million senior subordinated term facility provided by D.E. Shaw Direct Capital, as Agent.

    Walter Investment Management Corp.: Represented Walter Investment Management Corp. in acquisition of $30 billion of mortgage servicing rights from a large national depository.

    Waddell & Reed Financial, Inc.: Represented a group of investors including, among others, MetLife, Guggenheim Partners, Genworth and John Hancock, in the first institutional private placement of notes by Waddell & Reed.

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Business Reorganization and Restructuring

  • Bank of America, N.A./MF Global: Served as lead counsel to Bank of America, N.A. and its affiliates with respect to credit exposure to the MF Global group of companies in multiple insolvency proceedings around the globe. Our clients’ exposure includes secured and unsecured obligations under revolving credit facilities as well as counterparty exposure under numerous derivatives and securities contracts. We also represented Bank of America as a member of the official creditors’ committee in MF Global’s U.S. chapter 11 proceedings.

    Bank of America, N.A./Patriot Coal Corporation: Represent Bank of America, N.A., as administrative agent under Patriot’s prepetition first lien credit facility, as administrative agent and letter of credit issuer under Patriot’s $302 million “second out” DIP letter of credit facility, and as a joint lead arranger and letter of credit issuer under Patriot’s $500 million “first out” DIP revolving credit and term loan facility.

    Credit Suisse/Champion Enterprises: Represented Credit Suisse AG, Cayman Island Branch, as administrative agent for prepetition and postpetition lenders to Champion in the company's chapter 11 cases.

    Monarch: Represented creditor Monarch (f/k/a/ Quadrangle) in the chapter 11 case of Calpine.

    Monarch Alternative Capital LP: Represented Monarch Alternative Capital LP in connection with its numerous financings, complex claims acquisitions, investment vehicle formations, swap transactions, joint ventures, distressed investment opportunities and arbitrage advice.

    Monarch Alternative Capital LP/TOUSA, Inc.: Represented Monarch Master Funding LLC, the largest prepetition lender in homebuilder TOUSA’s chapter 11 liquidation.

    Monarch Alternative Capital LP, Stonehill Capital Management LLC, Bayview Fund Management LLC, CQS ABS Master Fund Limited and CQS ABS Alpha Master Fund Limited: Represent substantial RMBS investors in connection with the chapter 11 cases of Residential Capital, LLC and its affiliated debtors (“ResCap”) and the state insurance law rehabilitation proceedings of Federal Guaranty Insurance Corporation (“FGIC”).

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Capital Markets

  • Bank Pools/44 French Authorities: Advised bank pools comprising of Natixis, CACIB and HSBC and 44 French authorities in the launching of an issue of bonds with a value of €610 million at 4.30% due in 10 years. The bond issue will finance public projects.

    Bayerische Hypo-und Vereinsbank AG: Represented the syndicate banks led by JPMorgan and Lehman Brothers in the capital increase by way of rights issue of Bayerische Hypo- und Vereinsbank AG.

    Citibank, N.A./Consumer Portfolio Services, Inc.: Represented Citibank, N.A., in a $100 million warehouse credit facility for the origination of subprime auto loans by Consumer Portfolio Services, Inc. (CPS).

    Citigroup Global Markets Inc./Consumer Portfolio Services, Inc. (CPS): Advised Citigroup, acting as placement agent, on its closings of the following offerings secured by automobile receivables purchased by CPS, a specialty finance company that provides indirect automobile financing to vehicle purchasers with past credit problems, low incomes or limited credit histories:

    • $119.4 million Rule 144A/Reg S offering of auto loan asset-backed notes issued by CPS Auto Receivables Trust 2011-C.
    • $155 million Rule 144A/Reg S offering of auto loan asset-backed securities issued by CPS Auto Receivables Trust 2012-A.

    GFI Group Inc.: Represented New York-based GFI Group, a provider of competitive inter-dealer brokerage services, in its $250 million 144A offering of senior notes.

    Kohlberg Kravis Roberts & Co. (KKR): Advised New York City-based global private equity firm on the following formative capital markets-related transactions:

    • Served as special asset management counsel to KKR Financial Holdings in connection with a $258.74 million offering of senior notes.

    Warburg Pincus/The Mutual Fund Store: Advised The Mutual Fund store, an affiliate of Warburg Pincus, on the senior secured syndicated acquisition bank financing facility by Bank of Montreal as agent, which completed the acquisition of a controlling share in TMFS Holdings, LLC, a/k/a The Mutual Fund Store.

    XL Investments Ltd/Five Oaks, Oak Circle Capital Partners LLC: Represented XL Investments Ltd. in its investments in 2012 and 2013 in Five Oaks Investments Corp., a mortgage-based REIT which consummated its initial public offering in March 2013.

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Corporate Matters

  • American Express: Advised with respect to customer and employee data security breaches and compliance with federal, state, and international data breach notification laws. Also advised client on GLBA, FCRA/FACT Act, CAN-SPAM, and a wide range of other federal and state data privacy and security laws in connection with the launch of many consumer products and services.

    Netspend: Provided senior executive representation on employment matters for Austin, Texas-based Netspend, a processing and marketing services provider for private and proprietary MasterCard and Visa prepaid debit cards.

    Patriarch Partners: Provided senior executive representation for Patriarch, a private equity firm specializing in the takeover of distressed manufacturers.

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Litigation and Investigation

  • Associated Community Bancorp, Inc.: Representing Connecticut-based Associated Community Bancorp, Inc. and its banking subsidiaries (together, “Associated”) in an insurance coverage dispute with St. Paul Mercury Insurance Company (“St. Paul”), Associated’s professional liability insurance carrier.

    In re Bennett Companies Investors Litigation: Represented defendant broker in a $570 million securities class action arising out of alleged accounting irregularities and Ponzi scheme at Bennett Funding.

    In re Bernard L. Madoff/New York Mets: Mediated the $1 billion dispute between the trustee representing defrauded former clients of Bernard Madoff and the owners of the New York Mets.

    Citigroup: Represented the outside directors of Citigroup Inc. in Zucker v. Rubin, a shareholder derivative litigation action alleging that Citigroup’s directors breached their fiduciary duties in relation to Citigroup’s alleged manipulation of the London InterBank Offered Rate (LIBOR). We also secured a dismissal for the outside directors in Moskal v. Pandit, a shareholder derivative action arising out of Citigroup’s negative say-on-pay vote, and Brautigam v. Rubin, a stockholder derivative claim alleging fraudulent mortgage servicing practices.

    Citigroup: Obtained a victory for Citigroup Board of Directors in shareholder derivative action case involving alleged wrongdoing in connection with Citigroup’s mortgage securitization business (Warner v. Prince).

    Credit Suisse/Champion Enterprises: Represented Credit Suisse and served as lead trial counsel in post-sale litigation matter before the U.S. Bankruptcy Court for the District of Delaware.

    Erica P. John Fund, Inc. v. Halliburton: Represented the U.S. Chamber of Commerce as an amicus in Erica P. John Fund, Inc. v. Halliburton.

    Federal Home Loan Bank (FHLB) of Atlanta: Conducted an internal investigation on behalf of the Audit Committee of the FHLB of Atlanta, one of the 12 US government-sponsored banks that provide stable, on-demand, low-cost funding to American financial institutions for home mortgage, small business, rural, agricultural and economic development lending.

    Financial Institution’s Independent Directors: Advised the independent directors of a top ten financial institution on the review of the company's compensation policies, procedures and programs and subsequent response to a shareholder demand letter alleging that the company's director and executive compensation was based on “false economic metrics,” resulting in unjust enrichment of the executives and directors.

    First Union Securities, Inc. v. Brandes Investment Partners, L.P.: Advised defendant in arbitration before AAA in New York involving claims of improper execution of trading instructions.

    In re General Electric Co. Securities Litigation: Obtained dismissals on behalf of all major U.S. and foreign underwriters in major securities litigation involving a $12 billion offering of GE stock.

    Global DirectMail v. Royal Bank of Canada: Represented Royal Bank, Canada's largest financial institution, in a contract dispute.

    Hedge Fund: Successfully represented a leading hedge fund in a trademark infringement case in federal district court and in parallel trademark opposition proceedings in the patent office against another hedge fund.

    IndyMac Bancorp: Represented former CFO of IndyMac Bank in all matters resulting from its failure and takeover by the FDIC.

    Janus Capital Group, Inc. v. First Derivative Traders: Represented the U.S. Chamber of Commerce and submitted an amicus brief concerning the scope of an investment advisor’s liability for false statements under Section 10(b).

    Lehman Executive: Representing a former senior Lehman executive in DOJ, SEC, and Lehman bankruptcy examiner investigations stemming from Lehman’s collapse.

    Martin Act Legislation: Advising a coalition of accounting firms on the legal aspects of proposed changes to the Martin Act, a NY state securities anti-fraud statute that creates liability in the absence of scienter or causation.

    Merrill Lynch: Representing the former CFO of Merrill Lynch in multiple class action and derivative litigations and governmental investigations stemming from Merrill Lynch’s subprime announcements.

    In re MFW Shareholders Litigation: Served as defense counsel in a landmark case before Chancellor Strine of the Delaware Chancery Court, In re MFW Shareholders Litigation.

    Morgan Stanley, Zoe Cruz: Represented the former co-president of Morgan Stanley in a number of matters relating to losses suffered by the global financial services firm in connection with the sub-prime crisis, including ERISA, shareholder derivative and class action litigation, in addition to shareholder derivative litigation related to executive compensation. Willkie also represented Ms. Cruz in the board’s investigation into the matters.

    Nordea Bank Finland PLC v. Holten: Secured the affirmation of a lower court summary judgment for Nordea against John Holten, former owner and CEO of Standard Parking Corporation, in litigation relating to put agreements.

    Northwater Capital Management: Representing this hedge fund in DOJ and SEC investigations relating to hundreds of millions of dollars in losses it suffered in a Ponzi scheme led by Thomas Petters in Minnesota, and in civil litigation seeking to recoup those losses.

    Northwater Capital Management/Weyerhauser Pension Fund Beneficiaries: Obtained dismissal of an ERISA class action against money manager Northwater brought by a putative class of Weyerhauser pension fund beneficiaries.

    Public Company Investment Bank, Asset Managers: Representing a public company investment bank that is a leading asset manager of Collateralized Debt Obligations in numerous simultaneous, potentially franchise-threatening investigations into the CDO industry by the SEC, FINRA, the New York Attorney General and the Financial Crisis Inquiry Commission concerning the structuring, sale and management of various complex financial vehicles.

    Putnam Investments, Inc.: Served as counsel to Putnam in connection with internal investigations relating to accounting and financial reporting practices and related SEC and DOJ investigations.

    In re The Bear Stearns Companies Inc. Securities, Derivative, and ERISA Litigation, No. 08-CV-2793 (S.D.N.Y.): Represented Bear Stearns senior official in class actions and related matters arising out of writedowns of subprime-related financial instruments and events leading to acquisition by JPMorgan.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Aquiline Capital Partners: Advised Aquiline Capital Partners, a private equity firm investing exclusively in the financial services sector, in the following transactions:
    • AssetMark, Inc.: Advised AssetMark in its agreement to be purchased by Huatai Securities from Aquiline Capital Partners and Genstar Capital.
    • Ascensus: Advised Aquiline, along with Genstar Capital, in their acquisition of Ascensus, the country’s largest independent service provider of retirement and college savings plans.
    • CSI Leasing: Advised Aquiline in its non-controlling investment in St. Louis-based equipment leasing company CSI Leasing.
    • Fenergo: Advised Aquiline in an investment in Fenergo, the leading provider of client lifecycle management software solutions for investment banks, capital market firms and private banks.
    • First Investors Financial Services: Represented Aquiline in the $100 million acquisition of auto lender First Investors Financial Services Group, Inc.
    • LenderLive: Represented Aquiline in its acquisition of mortgage services provider LenderLive Holdings, Inc.
    • OmegaFi: Represented Aquiline in its investment in OmegaFi, the leading provider of financial, membership management, and fundraising software and support solutions for college fraternities and sororities across the United States.
    • Simply Business: Advised Aquiline Capital Partners in its agreement to acquire Simply Business, the U.K.’s biggest business insurance provider.
    • Wellington Insurance Group: Represented Aquiline in its majority investment in Wellington Insurance Group, an insurance risk distribution and financial services organization.

    Asset International/Market Metrics, Matrix Solutions: Represented Genstar Capital portfolio company Asset International in its acquisition of Market Metrics and Matrix Solutions from FactSet.

    Cortview Capital Securities/Pierpont Securities: Represented broker-dealer Cortview Capital Securities LLC in its merger with Pierpont Securities LLC.

    Cowen Group, Inc.: Represented Cowen, a leading diversified financial services firm, in its acquisitions related transactions with the following companies:

    • Algorithmic Trading Management, LLC (ATM): Advised Cowen, a leading diversified financial services firm, on its definitive agreement to acquire ATM, a provider of global, multiasset class algorithmic electronic execution trading models.
    • Concept Capital Markets, LLC: Represented Cowen in its agreement to acquire Concept Capital Markets, LLC, a leading independent provider of prime brokerage services.
    • Conifer Securities: Represented Cowen in its agreement to acquire Conifer Securities, LLC, the prime services division of Conifer Financial Services LLC.
    • Dahlman Rose & Co. LLC: Represented Cowen in an all-stock acquisition of Dahlman Rose & Co. LLC, a privately held investment bank specializing in the energy, metals and mining, transportation, chemicals and agriculture sectors.
    • LaBranche & Co, Inc.: Advised Cowen on its approximately $192.8 million stock-for-stock merger transaction to acquire LaBranche, a market-maker in options, exchange-traded funds and futures on various domestic and international exchanges.

    Ekkio Capital/Risk&Co: Advised Ekkio Capital in the sale of French risk consulting firm Risk&CO to Latour Capital.

    FIS/SunGard: Represented FIS, the world’s largest provider of banking and payments technology solutions, in its agreement to acquire SunGard, a leading financial software company, in a deal valued at $9.1 billion.

    FSV Payment Systems: Represented FSV Payment Systems, a prepaid card processing company, in the closing of its sale to U.S. Bank, the fifth largest U.S. commercial bank.

    Genstar/Case Interactive Media/Asset International: Represented Genstar Capital in its acquisition of Case Interactive Media/Asset International, a leading provider of data, information and marketing solutions to the global asset management industry.

    GFI Group: Advised GFI Group in its asset acquisition from Phoenix Partners Group. GFI Group is a leading provider of wholesale brokerage services, clearing services, electronic execution and trading support products for global financial markets.

    GFI Group/BGC Partners: Represented GFI Group, a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, in its $778 million sale to BGC Partners.

    Green Tree Servicing LLC: Represented Green Tree, one of the nation's largest third-party home loan servicers, in its $1.07 billion sale to Walter Investment Management Corp.

    Jefferson National Financial Corp./Citi Capital Advisors Affiliate: Advised Dallas-based Jefferson National Financial on its $60 million cash acquisition by an investor group led by Citi Capital Advisors affiliate JNF Investors LLC.

    King Street Capital Management LP/China Investment Company (CIC): Advised King Street on the acquisition of Lehman Brothers receivables held by the CIC, China's sovereign wealth fund.

    LenderLive/Walz Group: Represented mortgage services provider LenderLive Holdings, Inc., a portfolio company of Aquiline Capital Partners LLC, in its acquisition of Walz Group LLC, a leading provider of regulatory compliance solutions, full-cycle critical document fulfillment and Certified Mail Automation.

    Macquarie Capital/American Express: Represented Macquarie Capital as part of an investor group in the $900 million investment into the joint venture for American Express’ Global Business Travel division, in exchange for 50% ownership.

    M&F Worldwide Corp. (MFW)/MacAndrews & Forbes Holdings Inc.: Represented the special committee of MFW in connection with MFW’s $483 million merger with MacAndrews & Forbes. The deal called for MFW, a holding company that owns Harland Clarke, Harland Financial Solutions, Scantron and Mafco Worldwide, to be merged with a subsidiary of MacAndrews & Forbes.

    Morgan Stanley, Saxon Mortgage Services, Inc./Ocwen Financial Corporation: Advised Morgan Stanley, the sixth-largest US bank by assets, on the sale of its mortgage-servicing arm Saxon to Ocwen Financial, the largest subprime mortgage servicer in the United States.

    Natixis/City of Marseille: Advised on the implementation of the City of Marseille’s €700 million EMTN program. The firm represented Natixis (as arranger and placement agent), Crédit Agricole Corporate & Investment Bank, HSBC France, Nomura and Société Génerale in the transaction.

    OppenheimerFunds/VTL Associates: OppenheimerFunds in its acquisition of VTL Associates, which manages $1.7 billion for investors across eight exchange traded funds (ETFs) and its separate accounts.

    Premier American: Represented Premier American and its parent-bank holding company, Bond Street Holdings, Inc., in connection with their organization, capital raising, general regulatory matters and eight failed-bank acquisitions from the FDIC since January 2010, including:

    • A unique linked transaction consisting of (1) First National Bank of Central Florida, Winter Park, Florida and (2) Cortez Community Bank, Brooksville, Florida, on April 29, 2011, and Coastal Bank, Cocoa Beach, Florida in May 2011.
    • First Peoples Bank, Port St. Lucie, Florida.
    • Sunshine State Community Bank, Port Orange, Florida.

    Royal Bank of Scotland/Banco Santander SA: Represented Royal Bank of Scotland in the acquisition of Santander’s credit card business.

    Securitas Capital/Nascent Group: Counseled Securitas, the private equity fund sponsored by Swiss Re, on its investments in Nascent Group, a financial services group operating in Italy, Ireland and Luxembourg.

    Swiss Re/Compañía Aseguradora de Fianzas S.A. Confianza: Represented Swiss Re Corporate Solutions in its acquisition of a majority stake in Compañía Aseguradora de Fianzas S.A. Confianza.

    Warburg Pincus: Advised leadingprivate equity firm Warburg Pincus in investments in financial services sector entities, including:

    • Ion Investment Group Limited/Triple Point Technology Inc.: Represented Dublin-based Ion Investment Group Limited, owners of Ion Trading Technologies and Wall Street Systems, in the acquisition of software company Triple Point Technology Inc.
    • Wall Street Systems: Advised Warburg in its investment in Wall Street Systems (WSS), a treasury and capital-market transaction-processing vendor. Subsequently represented Warburg and portfolio company WSS in WSS's sale to ION Trading, a leading provider of high-performance trading infrastructure and automation solutions for capital markets.

    Zurich Financial Services Group/Banco Santander: Represented the Switzerland-based global insurance and financial services company in its $1.67 billion deal to acquire a 51 percent stake in the Central and South American insurance operations of Madrid-based Banco Santander SA.

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Tax

  • Eaton Vance: Served as special tax counsel to Eaton Vance on the product design and offerings (including on how its structure evolved to deal with market changes), on a new type of publicly traded investment product designed to provide the tax benefits of structured notes without the credit risk embedded in structured note products.

    Zurich Financial Services Group: Advised this Switzerland-based leading multiline insurance provider with operations in more than 170 countries on complex transactions with the following companies:

    • Farmers Group (RegCaPS): Advised Zurich on the offering of $1.25 billion of hybrid securities designed to provide subordinated capital qualifying for (i) dividends received deduction to U.S. corporate holders (i.e., equity treatment) and (ii) interest deductions to Swiss parent (i.e., debt treatment).
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