Representative Matters

Capital Markets
Representation of a NASDAQ-listed savings and loan holding company in the registration and sale to the public of $81 million of non-cumulative perpetual preferred stock listed on AMEX and $100 million of contingent convertible senior notes.

Representation of one of the largest publicly-traded pipeline master limited partnerships in the United States and its affiliated entities in the registration and sale to the public of $1.7 billion in aggregate principal amount of senior notes and $300 million of common units.  

Representation of a NYSE-listed pipeline master limited partnership in the registration and sale to the public of $300 million of junior subordinated "hybrid" debt securities.

Representation of a private company in a Rule 144A private placement of $100 million of fixed-to-floating rate term cumulative preferred stock.

Representation of the national oil and gas company of the Republic of Kazakhstan in the sale to institutional investors in the United States, Europe and Asia of $3.0 billion in aggregate principal amount of medium-term notes listed on the London Stock Exchange.  At the time of its completion the offering was one of the largest ever completed out of any emerging market.

Merger and Acquisition
Representation of a NASDAQ-listed savings and loan holding company in a series of four acquisitions over the span of two years with an aggregate value in excess of $230 million in cash and stock.

Representation of a privately-held pile driving company in its acquisition by a strategic buyer for $100 million.

Representation of a special committee of the board of directors of a publicly-held oil and gas service company in a going private merger valued at $800 million proposed by a private equity firm and substantial stockholder.

Representation of a private equity firm in its stock acquisition of the world leader in designing, supplying and erecting pre-engineered sectional bolted tanks, factory welded tanks and aluminum geodesic domes for $220 million.

Representation of a private equity firm in its stock acquisition of 37 distinct, affiliated companies in 17 states that comprise one of the nation's largest suppliers of roofing materials for $400 million.

Representation of the world's largest independent producer of primary and secondary carpet backing and a leading manufacturer and marketer of woven and non-woven polypropylene fabrics in its stock acquisition of two companies specializing in advanced synthetic fibers used in geostabilization and concrete reinforcement for $235 million.

Other Matters
Representation of the audit committee of one of the world's largest suppliers of refined petroleum products in conducting an internal investigation of the company's audit department.

Representation of a foreign issuer seeking an exemptive order from the Securities and Exchange Commission exempting the issuer from regulation under the Investment Company Act of 1940.