Corporate Structure and Governance
Representation of Tesoro in its Project Earle: the transfer of various logistics assets into Tesoro Logistics LLP and the IPO of that Master Limited Partnership.
Representation of Tenneco Inc. in its cash tender offer for $1.2 billion in note and debenture securities.
Representation of Tenneco Inc. in its $1.1 billion registered exchange offer of Tenneco Packaging note and debenture securities for outstanding Tenneco Inc. note and debenture securities.
Representation of Tesoro in its Project Franklin: the $2.5 billion acquisition from BP of a large complex oil refinery and related logistics assets located in Southern California.
Representation of the Best Access Systems group of companies (three inter-related public companies) in a complex going private transaction. Best is involved in locking and security systems.
Representation of Beltone and certain of its shareholders in a restructuring of ownership and capitalization. Beltone is involved in the hearing assistance device business.
Representation of LTD Commodities and certain of its shareholders in a restructuring of ownership and capitalization. LTD is in the consumer catalogue business.
Representation of the chairman/CEO of a Fortune 1000 company in the buyout of his interests after a board dispute.
Securities and Finance
Representation of a leading money-center bank in a large syndicated financing for a healthcare administration company.
Representation of a leading money-center bank in its financing of a major Ohio utility.
Representation of a leading Chicago bank in ongoing, complex financing transactions for a National Football League franchise and its owner.
Representation of the underwriters in the IPO of Private Bank Corp.
Representation of a leading money-center bank in a large syndicated financing for a publicly held technology company.
Representation of Tenneco Inc. in its $3 billion Revolving Credit and Competitive Advance Facility by Chase Manhattan Bank, as agent.
Representation of LUKOIL (largest Russian oil company) in a $1.5 billion long-term export-backed financing by a consortium of five western money-center banks (structured and negotiated but not closed due to collapse of Russian economy).
Representation of Newport News Shipbuilding Inc., in the issuance of $400,000,000 of High Yield Senior Notes and Senior Subordinated Notes initially purchased by J.P. Morgan & Co., CF First Boston, Morgan Stanley & Co., Incorporated, BA Securities, Inc. and NationsBanc Capital Markets, Inc. and the subsequent exchange offer for Notes registered with the SEC.
Representation of Pacalta Resources in an oil field financing by Barclays Bank.
Representation of TALON International Energy Ltd. in its IPO.
Representation of STS Consultants (environmental consulting firm) in a number of debt financings.
Representation of iTRACS Corporation in numerous equity, mezzanine and senior financing transactions.
Representation of Pacalta Resources Ltd. in its $120 million offering of high-yield notes pursuant to Rule 144A, and the subsequent exchange for registered notes.
Representation of Indian Refining Company in a refinery refurbishment financing.
Representation of Pacalta Resources in a financing to construct an electric power generating plant for oil fields in Ecuador.
Representation of Powerine Oil Company in $70 million refinery refurbishment financing by Societe Generale.
Representation of Castle Energy Corporation in connection with a public secondary offering of common stock.
International
Representation of LUKOIL (largest Russian oil company) in a $1.5 billion long-term export-backed financing by a consortium of five western money-center banks (structured and negotiated but not closed due to collapse of Russian economy).
Representation of Castor Petroleum in its ongoing projects respecting the Petroterminal de Panama oil pipeline and other international supply, trading shipping and logistics transactions.
U.S. counsel for The Sebastopol Group, a U.S./Colombian group constructing a $200 million oil refinery in Colombia. Work includes structuring and negotiating financing (Ex-Im Bank), engineering contracts and crude oil and product offtake agreements with the government-owned oil company.
Representation of Pacalta Resources (Canadian energy company) in an Ecuadorian oil field financing by Barclays Bank.
Representation of Pacalta Resources in a financing to construct an electric power generating plant for oil fields in Ecuador.
Mergers & Acquisitions
Representation of Tenneco Inc. in its multi-year, multibillion-dollar corporate restructuring which included numerous acquisitions, mergers, spin-offs and divestitures and ultimately resulted in the creation of several separate public companies, including Case Corporation, Newport News Shipbuilding, Pactiv Corporation and Tenneco Automotive.
Representation of Boeing in various M&A matters.
Representation of General Dynamics in its multi-year, multi-billion dollar divestiture of various business lines, including its F-16 production facility and its Data Processing Division.
Representation of Tesoro in various M&A, commercial and corporate matters.
Representation of MillerCoors in various corporate, commercial and other matters.
Representation of New York Beverage Acquisitions Corporation in the acquisition of Pepsi Cola Bottling and Sales business in New York City and Westchester County, and related financing.
Representation of Harvest Energy Trust in its $1.6 billion acquisition from Vitol Group of the Come-by-Chance Oil Refinery in Newfoundland.
Representation of the purchaser in the acquisition of Uptown Federal Savings Bank.
Representation of North Atlantic Refining Company in the sale of its oil refinery to the state-owned South Korean oil company.
Representation of North Atlantic Refining Company in complex, multimillion-dollar, long-term supply and offtake agreements with Macquarie.
Representation of Continental Grain (Conti Group of Companies) in the sale of its barge business to American Barge Lines.
Representation of 11 separate companies (under United States Mutual Association umbrella) in their sale to a NY-based financing buyer.
Representation of Beltone and owners in a complex “re-cap” sale of the hearing aid business to a financial buyer group.
Representation of private equity firms in the sale and subsequent divestiture of WL Plastics Company.
Representation of private equity firms in the sale and subsequent divestiture of Econolight Company.
Representation of LTD Commodities in the acquisition of a competing catalogue company.
Representation of private equity firms in the acquisition of a window manufacturer.
Representation of Castle Energy Corporation in the acquisition of oil and gas wells from Atlantic Richfield Company and its subsidiaries for approximately $2 billion.
Representation of Castle Energy Corporation in connection with the acquisition of Powerine Oil Refinery valued at over $580 million.
Representation of Castle Energy Corporation in connection with the Indian Oil Refinery valued at over $500 million.
Representation of numerous private equity, mezzanine and similar and other funds and groups in their M&A activities throughout the United States.
Representation of Mucho.com, a small business portal in its merger with publicly-traded Team America, and related bank and mezzanine financing.