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Covington Advises UBS in $21.5 Billion Offering of Novel Auction Rate Securities Rights


NEW YORK, NY, October 9, 2008 — Covington & Burling LLP advised UBS AG in connection with its recently filed registration statement with the SEC covering $21.5 billion in novel Auction Rate Securities Rights. These Rights were issued by UBS in connection with its settlements with various securities regulators regarding UBS's participation in the auction rate securities (ARS) market. ARS are issued by corporations and municipalities, with a long-term maturity for which the interest or dividend rate is reset through frequent (typically weekly) auctions. The $330 billion market for these instruments collapsed in February 2008 when liquidity began to dry up.

In settlements reached with the SEC and New York, Massachusetts, and other states’ securities regulators, UBS agreed to repurchase ARS from its clients in a structure that required UBS to register $21.5 billion in ARS Rights with the SEC. Each ARS Right will entitle eligible UBS clients who hold ARS to sell those securities to UBS for a price equal to par value. Clients who accept the offer also grant to UBS certain rights relating to their ARS. Covington negotiated the registration structure for this security with the SEC and then represented UBS in the offering of the ARS Rights.

Covington also advised UBS in connection with a coordinated request with other financial services firms and their counsel to the SEC for global no-action and exemptive relief for their ARS repurchases. In addition, Covington represented UBS in obtaining relief from the Department of the Treasury addressing ARS-related tax issues, including issues raised by the settlements.

UBS provides investment banking and securities, wealth management, asset management and retail and corporate banking services worldwide.

The Covington team was led by corporate partner Bruce Bennett and included corporate partner David Martin, tax partners William Paul and Robert Heller, of counsel Lisa Mondschein and corporate associates Chris Donaghy, Andrew Hyman, Jonathan Jacobs, Frank London, Nina McIntyre, Jennifer Presto, Maia Ridberg, Meenakshi Roy, and Amanda Weiss. All are resident in the firm’s New York office except for David Martin and William Paul, who are resident in the firm’s Washington office.

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