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Shearman & Sterling represented the initial purchasers, led by BofA Merrill Lynch, Credit Agricole CIB, Deutsche Bank, HSBC, J.P. Morgan and RBS, in connection with the offering of $950 million Senior Secured Notes due 2019 by Continental Rubber of America, Corp. The notes are guaranteed by Continental AG and certain of its subsidiaries and are governed by German law. The notes represent the first US-dollar denominated bond issue by Continental. Continental will use the offering proceeds to repay a portion of the outstanding amounts under its syndicated credit facilities.

The Shearman & Sterling team advising the initial purchasers included partners Marc Plepelits (Frankfurt-Capital Markets), Esther Jansen(Frankfurt-Finance) and Johannes Frey (Munich-Tax), and associates Jonathan Handyside (Frankfurt-Capital Markets), Kolja Stehl (Frankfurt-Finance), Odilo Wallner (Frankfurt-Finance), Jan Erik Schapmann (Düsseldorf-Mergers & Acquisitions), Andreas Samoilov (Düsseldorf-Mergers & Acquisitions), Dr. Norbert Mückl (Munich-Tax) and Derek Kershaw (New York-Tax).

Shearman & Sterling also advised the underwriters in connection with several bond issues by Continental in 2010.

www.shearman.com

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