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The world’s second-largest bank may be based in London, but it’s decided that Yanks are key to its future. In November 2002, HSBC Holdings plc announced that it would acquire Household International, Inc., for about $14.2 billion in stock, plus up to $1.1 billion in cash. Household, headquartered outside of Chicago, is the second-largest consumer finance company in the United States. It makes secured and unsecured loans to more than 50 million low-income customers in the U.S., Canada, and the United Kingdom. In the deal, each Household share would be exchanged for 2.675 ordinary shares of HSBC or 0.535 American depository receipts. Household has been criticized by consumer advocates for charging high fees and failing to disclose the full cost of those fees. Last October the lender announced a preliminary agreement with several state attorneys general and regulatory agencies to settle accusations of predatory lending. Household will set up a $484 million fund to resolve customer complaints, but does not admit to any wrongdoing. With the acquisition of Household, HSBC chairman Sir John Bond hopes to gain ground on Citigroup Inc., the world’s largest banking company. For acquiror HSBC Holdings plc (London) In-house: Group general manager-legal and compliance Richard Bennett. HSBC USA Inc.: senior executive vice president and general counsel Paul Lee. Cleary, Gottlieb, Steen & Hamilton (New York): Corporate: Edward Greene, Victor Lewkow, Ashar Qureshi, Paul Shim, and associates Brandon Gardner, Alexander Gillette, David Gottlieb, Katherine Mooney, and Matthew Salerno. Tax: Yaron Reich and associate David Arroyo. Employee benefits: A. Richard Susko and associate Anna Xanthos. Litigation: Richard Ziegler and associate Benjamin De Groot. Intellectual property: associates Sue Perng Lee and Jessica Weiner. (Greene and Qureshi are in the firm’s London office.) Cleary has been HSBC’s transactional counsel in the U.S. for more than 20 years. Norton Rose (London): Corporate finance: Nick Adams, Martin Scott, David Stannard, and associates Ken-Hui Khoo, Jon Perry, and Joanne Wallace. Employee benefits: David Cohen. Competition: Martin Coleman and associate Jenny Stevens. Tax: E. Christopher Norfolk. (Stannard and Wallace are in the firm’s Hong Kong office.) Norton Rose has represented HSBC since 1976. For target Household International, Inc. (Prospect Heights, Illinois) In-house: Senior vice president, general counsel, and secretary Kenneth Robin and vice president-corporate law and assistant secretary John Blenke, Jr. Wachtell, Lipton, Rosen & Katz (New York): Corporate: Edward Herlihy, Richard Kim, Lawrence Makow, Craig Wasserman, and associates Benjamin Burman and Teresa Goebel. Tax: Adam Chin, Jared Rusman, and associate Joshua Holmes. Employee benefits: associates Jeremy Goldstein and Jeannemarie O’Brien. The firm has represented Household for over 20 years. OUTLOOK The deal, which is subject to shareholder and regulatory approval in the U.S. and U.K., is expected to close this quarter. -Jeffery Knight

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