Representative Matters

Represented an electric and gas public utility holding company in its $1.0 billion acquisition of an electric utility. The mid-2005 transaction was completed within 10 months of deal announcement. Acquired company had been the subject of a leveraged buyout in 2000.

Advice to audit committee and independent directors of a troubled public merchant energy company.

Advice to an international oil company with respect to its investment in and commercial relationships with a troubled domestic merchant energy company. Representation included participation in a recapitalization and financial restructuring.

Advice to the investment affiliate of a public utility holding company as the largest single creditor of a troubled domestic merchant energy company. Representation included contingency planning and restructuring of investments in leveraged leases of 4600 mW of leased fossil-fueled electric generation.

Advice to an investor in a liquefied natural gas storage facility located near Reno, Nevada. Representation included filing rate proposal in response to the user/lessee’s abandonment filing.

Representation of underwriters in connection with public offerings of senior notes and equity units for public utility and public utility holding companies in excess of $2 billion.

Representation of lessees and equity investors in sale and leaseback financings (utilizing public lease debt) at nuclear and fossil-fueled electric generating units, including initial closings and subsequent refinancings and restructurings (aggregate transactions in excess of $10 billion and spanning 20 years to the present).

Provided expert testimony in “equity squeeze” litigation.

Representation of transaction parties in project financing of electric transmission assets and path upgrade projects.

Representation of lessors in restructurings of corporate headquarter building leases including leases to bankrupt lessees.

Advice to urban hospital system in connection with a proposal to subject the tertiary hospitals to commercial condominium regimes to facilitate new money funding for discrete departments.

Representation of issuers in connection with debt tenders and consent solicitations.

Representation of financial parties in connection with asset-based financing for telecommunication satellites, telemetry, tracking and control (TTC) facilities and terrestrial micro-wave systems, including application of IRU (irrevocable right-of-use) technology.

Representation of financial parties with respect to electric tolling arrangements.

Representation of various interests in aircraft lease securitization, domestic and international aircraft repossession, and airline and aircraft lease work-outs.

Representation of an equity investor in a portfolio of underground salt dome gas storage facilities.

Advice at the intersection of U.S. generally accepted accounting principles and complex structured finance, particularly FAS 13-, 98-, 133- and 140- related EITFs (9-15, 98-3 and 98-10) and FIN 46R.

Advice in respect of the Public Utility Holding Company Act of 1935.

Advice in respect of finite risk insurance and reinsurance and other types of non-traditional and loss mitigation insurance products.