Corporate and Securities

Represented Accor S.A. in its merger with the Business Travel Operations of Compagnie Internationale des Wagons-Lits et du Tourisme and Carlson Travel Group and Carlson Marketing Group.

Represented Accor S.A. in its sale of Carlson Wagonlit Travel to the Carlson Companies and One Equity Partners in a deal valued at over $250 million.

Represented ACME Barrel Company in the sale by merger to Palex, a public company, for a total cash purchase price of approximately $35 million.

Engaged as corporate counsel to AMEX investment management company.

Represented a development stage biotech company in a going public "reverse merger" transaction, including a related pre-merger PIPE financing into the public company target.

Represented LVMH Moët Hennessy Louis Vuitton in its sale of its interest in Bliss to Starwood Hotels & Resorts.

Counsel to FINRA-licensed broker-dealer engaged in structuring and raising non-listed REIT equity equivalents for listed REITs.

Represented Clicquot S.A. in connection with its investment in Newton Vineyard.

Represented Data Transmission Network Corporation in connection with the sale to VS&A Communications Partners by cash tender offer worth over $300 million.

Represented Digital Garage in its venture investments in Twitter, Technorati, and Etology.

Represented Ellison Technologies in its acquisition of J&H Machine Tools.

Represented numerous ethanol production companies in going private SEC deregistration transactions, including through reverse stock splits and reclassifications.

Represented First Analysis in its venture investments in GAPBusters, NitroSecurity, AdvancePath Academics and Learning Internet.

Represented Main Street in connection with the merger of equals involving First Busey and Main Street resulting in a financial institution with assets of $4.1 billion.

Recent projects include: negotiation of the sale of First Industrial’s interests in several North American joint ventures to its joint venture partner; the significant restructuring of the operations of this REIT’s taxable REIT subsidiary and its receipt of a private letter ruling from the IRS that resulted in the REIT’s recognition in excess of $100 million of tax losses from the restructuring transaction; and restructuring of the REIT’s and its operating partnership’s $500 million primary credit facility with JPMorgan Chase, as the Administrative Agent.

Served as primary counsel to industrial NYSE-listed REIT with respect to public offerings utilizing diverse structures of a 12.5 million share of common stock ($65.6 million) firm commitment underwriting, a continuous “at-the-market” offering of up to 10 million shares of common stock, and direct stock sales of up to 5 million shares pursuant to a dividend reinvestment and direct stock purchase plan. The offerings utilized takedowns from a universal shelf registration statement and newly filed registration statement on which we previously represented the company.

Represented First Industrial Realty Trust in its conversion of automatic shelf registration statements to Form S-3 shelf registration statements. The registration statements cover sales by the company as well as resales by existing securities holders and involve more than $1.75 billion of securities.

Served as primary counsel to industrial NYSE-listed REIT for its cash tender offer for $160 million in aggregate principal amount of notes utilizing a "waterfall" structure to prioritize accepted tenders.

Represented Football Fanatics in connection with its recapitalization and sale of Series A Preferred Shares to a well-known private equity firm.

Represented Global Material Technologies, a leading manufacturer of steel wool, in connection with the formation of a joint venture to manufacture steel wool products in India.

Represented Grist Mill Co., a public company, in the sale to International Home Foods, Inc. by cash tender offer of over $150 million.

Represented related hedge funds in numerous PIPE investments in and convertible debt financings of companies in a range of industries.

Represented Hitachi in its acquisition of Mechanical Dynamics & Analysis, a provider of products and services for the power generator industry.

Represented Inland Venture Corporation in a development joint venture with Pine Tree Institutional Realty involving equity commitments of $100 million.

Represented LVMH Moët Hennessy Louis Vuitton in its acquisition of a number of cosmetics companies, including Fresh, Benefit Cosmetics, Bliss and Hard Candy.

Represented Moët Hennessy S.A. in its acquisition of Millennium Import, the manufacturer, importer and distributor of Belvedere and Chopin vodkas, in a deal worth approximately $300 million.

Represented issuers and banks in multiple municipal bond transactions involving, among other projects, the construction of a manufacturing facility, the financing of a private, not-for-profit school and the financing of a community health center.

Represented National Container Services in a management buy-out transaction.

Represented Neapco in its acquisition of a division of Automotive Components Holdings, an affiliate of Ford Motor Company, and its entry into a long term supply agreement with Ford.

Serve as primary corporate, securities and tax for this West Coast office REIT. Recent projects include: negotiation of senior executive employment contracts, and a continuous public offering of $400 million senior common stock which was declared effective in January 2010. Pacific Office's non-listed senior common stock offering represents a novel capital-raising opportunity by providing a publicly traded REIT with access to the market for non-listed REIT shares.

Represented Piazza Sempione, an upscale fashion line headquartered in Milan, Italy, with respect to formation of joint venture with IK Enterprises for the development and operation of Piazza Sempione retail stores in the U.S.

Represented Pierre Fabre Dermo-Cosmetiques, S.A. in its sale of Physicians Formula.

Represented Quality Distribution, a public company, in issuing registered notes for outstanding privately issued notes utilizing the A/B exchange structure.

Represented Safecor Health in its acquisition of Regional Service Center, the largest pharmaceutical repackaging company in the eastern United States.

Represented Salomon, S.A. in its acquisition of assets of Bonfire Think Tank Designs.

Represented Salomon, S.A. in its acquisition of Taylor Made Golf Co.

Counsel with respect to the U.S. operations of Sonova Holding AG, an international provider of hearing instruments. Represent the client in various areas of the law, including corporate, litigation and employment matters.

Represented Tab Products Co., a public company, in connection with the sale by merger to HS Morgan Limited Partnership.

Represented The Horton Group in multiple acquisitions of insurance agencies throughout the Midwest and Southwest.

Represented U.S. Laboratories in the stock acquisition of Robert W. Hunt Company.

Represented U.S. Laboratories in the stock acquisition of Terra-Mar.

Represented U.S. Bank in $300 million revolving credit facility for Pacific Capital Bank secured by refund anticipation loans. This financing replaced a securitized conduit facility that had been used in prior years and was the first such credit facility.

Represented controlling stockholder in acquisition of remaining stock of Vita Food Products by merger.

Represented VTG North America, the US subsidiary of VTG AG, the largest railcar lessor in Europe, in its acquisitions of railcar assets from industry giants General Electric Company, Babcock & Brown and CIT Group.

Represented Wanxiang America Corporation in its acquisition of Neapco, an industry leader in drivetrain technology.