New York, February 26, 2007 – Shearman & Sterling's Finance Group advised on the financing of the largest leveraged buyout to date.  Dallas-based energy company, TXU Corp., has agreed to be acquired by private equity firms Kohlberg Kravis Roberts & Co. and Texas Pacific Group for approximately $45 billion.

Investment banks Citigroup, Goldman Sachs, JP Morgan, Lehman Brothers and Morgan Stanley will provide financing for the deal.  Two separate teams within the firm's Finance Group represented Goldman Sachs and Morgan Stanley on structuring the deal’s overall financing.  A multi-disciplinary due diligence team also worked on the matter.  Additionally, the firm will represent Goldman Sachs and Morgan Stanley in the bond underwriting of the financing.

The deal, which is expected to close in the second half of 2007, would top the $25.1 billion KKR purchase of RJR Nabisco as the biggest private buyout ever.

Attorneys for Goldman Sachs included partners Patricia Hammes (New York-Finance Group), William Hirschberg (New York-Finance Group), Lona Nallengara (New York-Capital Markets) and Andrew Schleider (New York-Capital Markets) and associate Abigail Berry (New York-Finance Group).

Attorneys for Morgan Stanley included partners Azam Aziz (New York-Asset Management), Maura O'Sullivan (New York-Finance Group), William Roll (New York-Litigation), James Scott (New York-Capital Markets), Cynthia Urda Kassis (New York-Finance Group) and associates Kevin Brosseau (New York-Finance Group), Christian Sabella (New York-Asset Management) and John Thomas (New York-Finance Group).

Attorneys on the firm’s due diligence team included partners Jeffrey Crandall (New York-Executive Compensation & Employee Benefits), Don Lonczak (New York-Tax), Brian Polovoy (New York-Litigation), Richard Schwed (New York-Litigation) and Howard Steinberg (New York-Finance Group), counsel Caroline Danford (New York-Finance Group), Bruce Kelson (San Francisco-Litigation) and Jeffrey Salinger (New York-Property/Environment), associates Hilary Allen (New York-Finance Group), Seth Chandler (New York-Finance Group), Emeka Chinwuba (New York-Finance Group), Wade Sutton (Washington, D.C.-Tax) and Brenda Zelin (New York-Executive Compensation & Employee Benefits) and legal assistant Brandon Ferry (New York-Finance Group).