Davis Polk advised the United States Department of the Treasury (Treasury) in connection with its offering of approximately 188.5 million shares of common stock of American International Group, Inc. (AIG), which included the full exercise of the underwriters’ over-allotment option, representing proceeds to Treasury of approximately $5.75 billion. AIG agreed to purchase approximately 98.4 million shares in the offering, representing approximately $3.0 billion of Treasury’s proceeds from the sale. The offering reduced Treasury’s remaining investment in AIG to approximately 871.1 million shares of common stock and reduced Treasury’s percentage ownership of AIG’s outstanding shares of common stock from 61% to approximately 53%.

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Davis Polk advised J.P. Morgan Securities LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated and Morgan Stanley & Co. LLC as joint book-running managers on an SEC-registered offering by Celgene Corporation of $500 million aggregate principal amount of its 1.9% senior notes due 2017 and $1 billion aggregate principal amount of its 3.25% senior notes due 2022.

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Davis Polk advised Goldman, Sachs & Co. as the sole underwriter in connection with an SEC-registered secondary offering of 3,000,000 shares of Class A common stock of Duff & Phelps Corporation, of which 1,794,556 shares were sold by Vestar Capital Partners and its affiliates and 1,205,444 shares were sold by Shinsei Bank, Limited. The net proceeds of the offering were approximately $40 million. The Class A common stock is listed on the NYSE.

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Shearman & Sterling represented the underwriters, led by J.P. Morgan Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, Inc., in connection with the public offering of $500 million aggregate principal amount of 3.625% Senior Notes due 2022 of Omnicom Group Inc. and its wholly owned finance subsidiary, Omnicom Capital Inc. This offering is a reopening of its previous offering of 3.625% Senior Notes in April of this year.

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Chadbourne & Parke represented GE Energy Financial Services in its purchase, from Enel Green Power North America (EGP), of a majority stake in two large scale wind farms in the United States — the Prairie Rose Wind Project in Minnesota, and the Chisholm View Wind Project in Oklahoma.

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