MATTER NAME/CASE/TRADE	DESCRIPTION
HCA	The Firm represented affiliates of Bain Capital LLC, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private Equity and Dr. Thomas F. Frist, Jr., in their $33 billion acquisition of HCA Inc, the largest for-profit hospital operator in the U.S. This is the largest LBO in history, topping KKR's $31 billion acquisition of RJR Nabisco in 1989, on which Simpson Thacher also advised. Shareholder litigations challenging the acquisition in Tennessee and Delaware state courts were resolved in November 2006 allowing the transaction to close on November 17, 2006.
LAFARGE TENDER OFFER	The Firm represented the members of a Special Committee of the Board of Directors of Lafarge North America, Inc. in connection with numerous shareholder and derivative actions filed in Maryland and Virginia state courts concerning a tender offer launched by Lafarge’s majority shareholder. The tender offer was completed in May 2006 after the majority shareholder increased its offer by almost 15%. A settlement of the litigation did not involve any payment by Lafarge North America or the Special Committee.
GILLETTE/PROCTOR & GAMBLE	The Firm represented Goldman Sachs and UBS in an investigation by the Massachusetts Secretary of State into the fairness opinions delivered by our clients to Gillette in connection with its $60 billion plus merger with Proctor & Gamble.
GAS NATURAL/ENDESA	The Firm represented Gas Natural, Spain’s largest provider of natural gas and related services, in connection with its unsolicited tender offer to acquire 100% of the outstanding shares of Endesa, Spain’s largest electric utility. To acquire all of Endesa’s shares, Gas Natural conducted both a Spanish offer and a U.S. offer. In connection with the U.S. offer, Endesa filed a complaint in the Southern District of New York alleging that Gas Natural’s offering documents were false and misleading in violation of Section 14 of the ’34 Act. After Endesa’s motion for a temporary restraining order against the U.S. offer was denied, Endesa withdrew its application for a preliminary injunction.
NEXTEL	From September through December of 2005, the Firm represented JPMorgan Securities, Inc., Lazard Freres, and Goldman Sachs in connection with subpoenas for documents and testimony issued by former affiliates of Sprint in four unconsolidated breach of contract suits and a declaratory judgment action filed in Delaware and Illinois concerning the Sprint Nextel merger.
FOX ENTERTAINMENT	The Firm represented the Special Committee of the Board of Directors of Fox Entertainment Group in a purported class action suit filed in Delaware Chancery Court in connection with the tender offer made to Fox’s minority shareholders by News Corp. In 2005, the Court approved a favorable settlement for our client.
KMART	The Firm successfully represented Kmart and members of its Board of Directors securing dismissals of several purported shareholder class action suits filed in Illinois and New York that sought to challenge the March 2005 merger between Kmart and Sears.
GREY GLOBAL GROUP	The Firm successfully represented Grey Global Group, the seventh largest communications company in the world, and its directors in a suit brought in Delaware Chancery Court by a minority shareholder shortly after the Company announced a merger with WPP Group. The action was dismissed in June 2005.
HARMONY GOLD MINING	The Firm represented Harmony Gold in litigation alleging that Harmony violated federal securities laws in connection with its hostile $8 billion tender offer for Gold Fields. Gold Fields sought an injunction and TRO prohibiting Harmony’s tender offer from going forward. In approximately three weeks, the Firm engaged in document production, took depositions of several high ranking Gold Fields executives in South Africa and moved to dismiss Gold Fields’ complaint. After a hearing in the Southern District of New York, the Court denied Gold Fields’ request for a TRO and permitted Harmony Gold’s tender offer to go forward on its own terms.
TOYS “R” US	The Firm successfully defended Toys “R” Us, Inc. in a putative class action litigation brought in Delaware Chancery Court. The lawsuit arose from a $6.6 billion leveraged buyout of Toys “R” Us, the largest leveraged buyout of a retail toy company in history, which the Firm’s corporate colleagues undertook. After the agreement was announced, several institutional shareholders filed putative class action lawsuits alleging that the Company and certain of its directors and officers had failed to maximize shareholder value in breach of their duties. On June 22, 2005, after expedited proceedings, the Court denied plaintiffs’ request to enjoin the transaction. The shareholders of Toys “R” Us were able to vote to approve the leveraged buyout, and in July 2005, plaintiffs voluntarily dismissed their lawsuit.
SUNGARD	The Firm represented a consortium of private equity firms in a consolidated shareholder action in Delaware Chancery Court. The putative class action, which consolidates three related litigations, arises out of one of the largest leveraged finance transactions in history whereby Sungard Data Systems was taken private in the third quarter of 2005 by seven buyout firms. In July 2005, plaintiffs moved to expedite the proceedings. The Firm successfully opposed the motion, arguing that plaintiffs' purported justifications for imposing the extraordinary burdens of expedited litigation lacked merit. Subsequent to the Court's denial of plaintiffs’ motion to expedite, plaintiffs consented to an indefinite extension, and to date, there has been no further activity.
NEIMAN MARCUS GROUP	The Firm represented The Neiman Marcus Group and its directors in a purported class action suit filed in federal court in the Northern District of Texas in which plaintiffs sought to enjoin the $5 billion acquisition of Neiman Marcus by affiliates of Texas Pacific Group and Warburg Pincus. Following submission by the Firm of a motion to dismiss, the plaintiffs voluntarily dismissed the case with prejudice.
RATIONAL SOFTWARE	The Firm represented Goldman Sachs in a purported shareholder class action in California state court arising from the 2003 sale of Rational Software to IBM. The Court granted the demurrer challenging the complaint’s allegations against Goldman. While the Court granted leave to amend, the case was subsequently settled in March 2004 without a contribution from Goldman.
REUTERS/INSTINET	The Firm represented Reuters Group in a purported shareholder class action lawsuit filed in Delaware Chancery Court in connection with the proposed acquisition of Instinet by The Nasdaq Stock Market, Inc. On November 30, 2005, the Delaware Chancery Court approved a favorable settlement for our client.
MATSUSHITA/MCA UNIVERSAL	The Firm represented Matsushita in state and federal securities litigation arising out of its acquisition of MCA Universal, which we argued successfully in the U.S. Supreme Court. Our success in that case established the important precedent that a global state court class action settlement may release all claims arising out of a transaction, including federal securities laws claims.
CP KELCO U.S. INC.	The Firm represented CP Kelco U.S. Inc. in litigation arising out of the sale of Pharmacia’s foodgum business in September 2000. CP Kelco, which was 71% owned by Lehman Brothers Merchant Banking Partners II L.P., alleged that Pharmacia made materially false representations in connection with the sale. The case was favorably settled after a lengthy trial.
HELIOTROPE	In September 1997, the Firm represented Ford Motor Company in purported securities class actions pending in Delaware Chancery Court and in federal district court in San Diego. Both cases arose out of Ford’s cash out by merger of $800 million of preferred stock issued by Ford Holdings, Inc. The Delaware action was dismissed with prejudice. The Federal action was dismissed on summary judgment for failure to allege loss causation.
QUAKER V. BORDEN	The Firm represented defendants, including Borden in litigation in the Southern District of New York alleging securities violations, breach of contract and other claims arising out of Quaker’s acquisition of a Brazilian pasta business. The case was settled.
LCI/QWEST	The Firm represented LCI and its former Chairman in federal securities litigation arising from the merger of Qwest and LCI. On September 30, 1998, the Eastern District of Virginia granted defendants’ motion to dismiss for failure to plead scienter under the Reform Act. The Fourth Circuit affirmed the dismissal in September 1999.