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Services Available
The firm is a significant provider of securities and M&A legal services to a number of Fortune 300 companies, including Lear Corporation, Motorola, Inc., and Smurfit-Stone Container. Among the Fortune 500, we provide substantial corporate legal services to Fortune Brands and Stryker Corporation. Other large public companies for which we provide substantial corporate and securities legal services include AirGate PCS, Argosy Gaming, Crompton Corporation, Nuveen Investments, and Citizens Communications Company.
Our experience in corporate matters is complemented by the firm’s other practice areas, including tax, labor and employment, employee benefits, intellectual property, environmental, and real estate. In addition, Winston's litigation attorneys have assisted in the successful completion of contested mergers and acquisitions for our clients.
Representative Matters:
Nokia Acquisition of Navteq
NAVTEQ Corporation Board of Directors (I
A team of Winston & Strawn attorneys led by Chicago partners Bob Wall and Terry Brady represented NAVTEQ Corporation and its independent directors in its $8.1 billion merger with Nokia. The transaction is one of the largest international technology mergers in history, and the largest since 2001.
Luxottica U.S. Holdings Corp. $275 Million Notes Offering
Luxottica U.S. Holdings Corp.
We represented Luxottica U.S. Holdings Corp. in its private placement to certain institutional investors of $275 million in senior unsecured guaranteed notes.
Commonwealth Edison $49.83 Million Bond Issuance
Exelon Corporation
Winston & Strawn represented Banc of America Securities in an offering of $49.83 million in Illinois Finance Authority Pollution Control Revenue Refunding Bonds (Commonwealth Edison Company Project) Series 2008E issued at the request of Commonwealth Edison Company.
New York Mercantile Exchange Acquisition of ConfirmHub LLC
New York Mercantile Exchange, Inc.
Winston & Strawn represented the New York Mercantile Exchange in its acquisition of a 25 percent interest in ConfirmHub LLC, a technology platform enabling the central, standardized confirmation of transactions in energy derivatives.
The Boeing Company's Joint Venture Share in Global Aeronautica, LLC
The Boeing Company
We represented The Boeing Company in the acquisition of a 50 percent joint venture share in Global Aeronautica, LLC from Vought Aircraft Industries. The Global Aeronautica, LLC joint venture is a South Carolina fuselage sub-assembly facility for Boeing's 787 Dreamliner. Boeing and Alenia North America are now 50/50 joint venture partners in the company.
World Fuel Acquisition of Texor Petroleum
World Fuel Services Corporation
Winston & Strawn represented World Fuel Services Corporation in its acquisition of substantially all of the assets of Texor Petroleum Company, Inc. Texor Petroleum markets, sells, finances, and distributes branded and unbranded gasoline, biodiesel, ethanol, propane, natural gas, and other petroleum related products and services on a retail and wholesale basis.
Harley-Davidson Financial Services, Inc. $1 Billion Medium-Term Note Takedown
Harley-Davidson Financial Services, Inc.
Winston & Strawn represented Harley-Davidson Financial Services in a $1 billion takedown from its 144A/Reg S Medium-Term Note Program.
Wendy's Merger With Triac Companies
Wendy's International, Inc.
Winston & Strawn represented Wendy's International, Inc. in connection with its agreement to merge with Triarc Companies, Inc. (the owner of Arby's). The signing of the merger agreement was the result of an 11 month process, during which Wendy's special committee reviewed several possible strategic alternatives, including a whole company securitization, sale leaseback, and multiple investment proposals submitted by bidders.
BMO Capital Markets Acquisition of Griffen, Kubik, Stephens & Thompson, Inc.
BMO Capital Markets Corp.
Winston & Strawn is representing BMO Capital Markets, the investment and banking arm of BMO Financial Group, in its announced agreement to acquire Chicago-based Griffin, Kubik, Stephens & Thompson Inc. GKST is an independent, full-service registered investment dealer specializing in debt securities, including municipal bonds, U.S. Treasury debt, agencies, and mortgage-backed securities. The acquisition will make BMO Capital Markets the sixth-largest bank-qualified municipal bond dealer in the United States and the largest in Illinois.
MedPlast Acquisition of K&W Medical Specialties
Baird Capital Partners
Winston & Strawn represented Baird Capital Partners in the formation of a new portolio company, MedPlast Holdings, Inc., and the concurrent acquisitions by MedPlast of the Engineered Rubber and Plastics Group of ATP Plastics, Inc., a portfolio company of Apax Partners, and K&W Medical Specialties, Inc., a manufacturer of custom molded plastic parts for the medical device industry.
MedPlast Acquisition of ATP Engineered Rubber and Plastics Group
Baird Capital Partners
Winston & Strawn represented Baird Capital Partners in the formation of a new portolio company, MedPlast Holdings, Inc., and the concurrent acquisitions by MedPlast of the Engineered Rubber and Plastics Group of ATP Plastics, Inc., a portfolio company of Apax Partners, and K&W Medical Specialties, Inc., a manufacturer of custom molded plastic parts for the medical device industry.
Sale of Sommer & Maca Industries Inc.
Sommer & Maca Industries Inc.
Winston & Strawn represented the stockholders of Sommer & Maca Industries Inc., a leading manufacturer and distributor of machinery and equipment for the glass industry, in its sale to C.R. Laurence Co., Inc.
Lightscape Technologies Private Placement
Our attorneys represented the placement agent in Lightscape Technologies Inc.'s $7.5 million private placement of common stock.
First Growth Investors Private Placement
Our attorneys represented the placement agent in First Growth Investors, Inc.'s $21 million private placement of common stock.
GATX Corporation Senior Note Offering
Citigroup Global Markets Inc.
Winston & Strawn represented the underwriters, led by Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., in GATX Corporation's public offering of of senior notes.
China Solar & Clean Energy Solutions Private Placement
Our attorneys represented the placement agent in China Solar & Clean Energy Solutions, Inc.'s $11.3 million private placement of common stock.
Morningstar Acquisition of Hemscott Businesses
Morningstar, Inc.
Winston & Strawn represented Morningstar, Inc. in its acquisition of the Hemscott Businesses of Ipreo Holdings LLC. The acquired businesses include significant operations in the United Kingdom, India, and the United States.
Harley-Davidson Financial Services $400 Million Medium-Term Notes
Harley-Davidson Financial Services, Inc.
Winston & Strawn represented Harley-Davidson Financial Services in a $400 million takedown from its 144A/Reg S Medium-Term Note Program established in November 2003. The notes were issued by Harley-Davidson Funding Corp. and guaranteed by Harley-Davison Financial Services and Harley-Davidson Credit Corp.
Republic of Congo Eurobond Offering
Private Creditors Coordination Committee
Winston & Strawn LLP advised the Private Creditors Coordination Committee, consisting of BNP Paribas, Société Générale, and Grantham, Mayo, Van Otterloo & Co. in the Republic of Congo's (Brazzaville) issuance of $477.79 million in Eurobonds as part of a restructuring of its external commercial debt, typically called London Club debt. The coordination committee represented a class of international creditors holding claims against Congo, Brazzaville in excess of $2 billion. With a participation rate by the London Club creditors of over 92 percent, most of these claims were exchanged on a concessional basis for the Eurobonds as part of a debt reduction effort in line with the requirements of the International Monetary Fund's
Kodiak Preferred Unit Placement and Refinancing
Kodiak Funding, LP
Winston & Strawn represented Kodiak Funding, LP and its subsidiary, Kodiak CDO Management LLC, in a private placement of $12.5 million preferred units in Kodiak CDO Management LLC and warrants to purchase limited partnership units of Kodiak Funding, LP.
Energroup Holdings Corporation Private Placement
Our attorneys represented the investor in Energroup Holdings Corporation's $17 million private placement of common stock.
Discovery Technologies Private Placement
Our attorneys represented the investor in Discovery Technologies, Inc.'s $20.5 million private placement of common stock.
I-Many Corporation Private Placement
Our attorneys represented the placement agent in I-Many Corporation's $17 million private placement of notes.
Sale of PPG Industries Fine Chemicals Business
PPG Industries, Inc.
Winston & Strawn represented PPG Industries in the sale of its fine chemicals business unit, consisting of assets located in La Porte, Texas and all of the shares of PPG Sipsy, a French corporation, to ZaCh System, a wholly owned subsidiary of Zambon Group, an Italian pharmaceutical and fine chemicals manufacturer.
Luxottica Group's $2.1 Billion Acquisition of Oakley, Inc.
Luxottica U.S. Holdings Corp.
Winston & Strawn represented Luxottica Group S.p.A. in connection with its $2.1 billion acquisition of Oakley, Inc., a designer, manufacturer and distributor of performance optics products including sunglasses, prescription eyewear, goggles, and electronically enabled eyewear.
Nuveen Investments Acquisition by Private Equity Group Led By Madison Dearborn Capital Partners
Nuveen Investments LLC
Winston & Strawn represented Nuveen Investments, Inc., a NYSE-listed provider of diversified investment services to institutional and high-net-worth investors, in connection with its all-cash $6.3 billion acquisition by a group of private investors led by Madison Dearborn Capital Partners.
Purchase of Acquired Technology, Inc. Assets
Solutia Inc.
Winston & Strawn represented CPFilms Inc., a subsidiary of Solutia Inc., in its purchase of Acquired Technology, Inc., a manufacturer and distributor of dyed polyester film.
Motorola $1.4 Billion Issuance of Senior Notes
Motorola, Inc.
Winston & Strawn represented Motorola, Inc. in a $1.4 billion issuance of senior notes.
Sona Mobile Holdings Corporation
Our attorneys represented the issuer in Sona Mobile Holdings Corporation's $3 million private placement of convertible senior unsecured debentures.
China BAK Battery Private Placement
Our attorneys represented the placement agent in China BAK Battery, Inc.'s $13.7 million private placement of common stock.
ULTA Salon, Cosmetics & Fragrance, Inc. Initial Public Offering
J.P. Morgan Securities, Chicago Office
Winston & Strawn represented the underwriters, led by JP Morgan Securities and Wachovia Capital Markets as joint book-running managers, in the $177 million initial public offering of the common stock of ULTA Salon, Cosmetics & Fragrance, Inc.
Fluidra SA EUR285 Million Initial Public Offering
Citigroup
Winston & Strawn represented Citigroup Global Markets Limited, Santander Investment and Banco de Sabadell as joint global coordinators in the EUR 285 million initial public offering of Fluidra, SA, a leading European pool equipment manufacturer and distributor.
Ivivi Technologies Private Placement
Our attorneys represented the investor in Ivivi Technologies, Inc.'s $5 million private placement of common stock.
Jade Mountain Corporation Private Placement
Our attorneys represented the investor in Jade Mountain Corporation's $24.4 million private placement of common stock.
Fushi International Private Placement
Our attorneys represented the placement agent in Fushi International, Inc.'s $39 million private placement of common stock.
China Public Security Technology Private Placement
Our attorneys represented the placement agent in China Public Security Technology, Inc.'s $40 million private placement of common stock.
Exelon Generation Company, LLC $700 Million Offering of Senior Notes
Exelon Corporation
Winston & Strawn represented Barclays Capital Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities Inc. in a $700 million offering of senior notes issued by Exelon Generation Company, LLC.
PC Mall Acquisition of Sarcom Inc.
Sarcom Inc.
Winston represented privately-held Sarcom, Inc. in connection with its merger with a subsidiary of publicly traded PC Mall, Inc. (NASDAQ: MALL).
Templeton Kenly & Co. Inc. Sale to Actuant Corporation
Templeton Kenly & Co. Inc.
Winston & Strawn represented the stockholders of Templeton, Kenly & Co., Inc. in its sale to Actuant Corporation for approximately $48 million.
Commonwealth Edison $425 Million Bond Offering
Exelon Corporation
Winston & Strawn recently represented Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, and Wachovia Capital Markets, LLC in a $425 million offering of first mortgage bonds issued by Commonwealth Edison Company.
Booth Creek Acquisition of Draper Valley Farms
Booth Creek Management Corp.
We recently represented Booth Creek Management Corporation in its acquisition of substantially all of the assets of Draper Valley Farms, Inc., Art's Fryer Farm, Inc., and Neptune Investments, LLC, which are engaged in the chicken growing, marketing, distribution, and processing business.
Boo Koo Beverages Company Private Placement
Our attorneys represented the placement agent in Boo Koo Beverages Company's $11.3 million private placement of common stock.
Sino Gas International Holdings
Our attorneys represented the placement agent in Sino Gas International Holdings, Inc.'s $18.8 million private placement of common stock.
Zoltek Companies, Inc. $155 Million IPO
Merrill Lynch & Company, Inc.
Winston & Strawn represented Merrill Lynch & Co., as lead manager and sole bookrunner, and RBC Capital Markets and ThinkEquity Partners LLC, as co-managers, in connection with the $155 million public offering of Zoltek Companies, Inc., a leading developer and manufacturer of carbon fibers.
Heald College Asset Sale to Heald Education LLC
Heald College
Winston & Strawn represented Heald College, a California nonprofit public benefit corporation in connection with the sale of substantially all of its assets to Heald Education LLC, a for profit Delaware limited liability company affiliated with Palm Ventures LLC. Heald College was a post-secondary educational institution that operated 11 campuses throughout California, Oregon and Hawaii. To our knowledge this was the first transaction of this type in the Western Region and it involved many novel issues associated with the sale of a nonprofit educational institution to a for profit buyer.
Sale of USA.NET to Perimeter Internetworking Corp.
USA.NET, Inc.
Winston & Strawn represented USA.NET, Inc. in connection with its sale to Perimeter Internetworking Corp.
Booth Creek Acquisition of Berlin City
Booth Creek Management Corp.
Winston & Strawn represented Booth Creek Management Corporation in its acquisition of automobile dealerships owned by Berlin City's Car Center, Inc. and the sale and lease-back of related property.
Brooke Credit Merger with Oakmont Acquisition Corp.
Brooke Corporation
Winston & Strawn represented Brooke Corporation and its subsidiary Brooke Credit Corporation in connection with Brooke Credit's merger with Oakmont Acquisition Corp.
Chicago Mercantile Exchange Merger with Chicago Board of Trade
William Blair & Company
Winston & Strawn represented William Blair & Company as financial advisor to the Chicago Mercantile Exchange (CME) in connection with the CME's merger with the Chicago Board of Trade.
Tree Island Acquisition of Universe and Baoan
Tree Island Industries, Ltd.
Winston & Strawn represented Tree Island Industries Ltd. and its affiliate Tree Island Wire (USA), Inc. in connection with the stock acquisition of Universe Metal New Materials Co., Ltd. and asset acquisition of Baoan International Investment Co., Ltd. and Universe Sourcing of America Industries Inc., affiliated entities that manufacture and distribute wire products.
China Agritech Private Placement
Our attorneys represented the placement agent in China Agritech, Inc.'s $15 million private placement of common stock.
Silverstar Holdings Private Placement
Our attorneys represented the placement agent in Silverstar Holdings, LTD.'s $9 million private placement of common stock and warrants.
NovaMed, Inc. $75 Million Notes Offering
NovaMed, Inc.
Winston & Strawn represented NovaMed, Inc. in connection with its $75 million convertible senior subordinated notes offering.
Great Lakes Dredge & Dock Financing and Acquisitions
Great Lakes Dredge & Dock
Winston & Strawn represented Great Lakes Dredge & Dock in connection with a series of transactions including a new $180 million senior bank financing and a series of vessel acquisitions aggregating $65 million.
Cogent Communications $200 Million 144A Offering
Bear Stearns
Winston & Strawn represented Bear Stearns & Co. Inc. as the lead managing underwriter of a syndicate of underwriters including UBS Investment Bank, RBC Capital Markets, and Cowen and Company, in connection with a $200 million Rule 144A offering of convertible notes by Cogent Communications Group, Inc., a Washington, D.C.-based telecommunications company.
$1 Billion Sale of Prairie Packaging, Inc. to Pactiv Corporation
Prairie Packaging, Inc.
Winston & Strawn represented Prairie Packaging, Inc. and its stockholders in connection with the $1 billion sale of Prairie to Pactiv Corporation.
GoFish Corporation Private Placement
Our attorneys represented the investor in GoFish Corporation's $10.3 million private placement of convertible senior promissory notes.
UGODS Private Placement
Our attorneys represented the investor in UGODS, Inc.'s $30 million private placement of convertible preferred stock.
Organic To Go Food Private Placement
Our attorneys represented the placement agent in Organic To Go Food's $6.7 million private placement of common stock and warrants.
Skilled Healthcare Group $258 Million IPO
Credit Suisse First Boston
Winston & Strawn acted as special health care regulatory counsel to Credit Suisse Securities (USA) LLC and other underwriters in the $258 million IPO of Skilled Healthcare Group, Inc.
Intra-Asia Entertainment Corporation Private Placement
Our attorneys represented the investor in Intra-Asia Entertainment Corporation's $3.2 million private placement of common stock.
DPL Inc. $102 Million Sale of Darby Electric Generating Station
Dayton Power & Light Company
Winston & Strawn represented DPL Energy, LLC, a wholly owned subsidiary of Dayton Power & Light Company Inc., in its sale to American Electric Power via auction of the 480MW Darby Electric Generating Station for $102 million.
DPL Inc. $49.2 Million Sale of Greenville Peaking Facility
Dayton Power & Light Company
Winston & Strawn represented DPL Energy, LLC, a wholly owned subsidiary of Dayton Power & Light Company Inc., in its sale to Buckeye Power, Inc. via auction of the 206MW Greenville Electric Generating Station for $49.2 million.
Motorola Acquisition of Terayon Communications
Motorola, Inc.
Winston & Strawn represented Motorola, Inc. in its $140 million acquisition of Terayon Communications, a publicly held provider of real-time digital video networking applications to cable, satellite, and telecommunication service providers worldwide.
Sale of The Hygenic Corporation to Cortec Group Fund IV
Baird Capital Partners
Winston & Strawn represented co-investors Baird Capital Partners, American Capital Strategies, and Beecken Petty & O'Keefe in the sale of their portfolio company, The Hygenic Corporation, to Cortec Group Fund IV.
Amsted Industries $200 Million Senior Note Tender Offer
Amsted Industries Incorporated
Winston & Strawn represented Amsted Industries Incorporated in connection with a tender offer of and consent solicitation relating to its outstanding $250 million senior notes.
Illinois Tool Works Acquisition of Pacific Concept Industries
Illinois Tool Works Inc.
Winston & Strawn represented Illinois Tool Works in connection with its acquisition of Pacific Concept Industries (USA), LLC, a manufacturer, importer, and exporter of garment decoration products, accessories, and other fashion items, and its various foreign subsidiaries. Pacific Concept is headquartered in New York and has various manufacturing and sales facilities in China, Turkey, Spain, the United Kingdom, the Netherlands, Italy, and Guatemala.
Commonwealth Edison $300 Million First Mortgage Bond Offering
Exelon Corporation
Winston & Strawn represented Citigroup Global Markets Inc. in a $300 million offering of first mortgage bonds issued by Commonwealth Edison Company.
Bunge $250 Million Notes Issuance
Bunge Corporation
Winston & Strawn represented Bunge Limited in connection with the issuance by its finance subsidiary of $250 million of publicly registered senior notes.
PECO Energy $175 Million First and Refunding Mortgage Bond Offering
J.P. Morgan Securities, Chicago Office
Winston & Strawn represented J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc. in a $175 million offering of first and refunding mortgage bonds issued by PECO Energy Company.
Morningstar Acquisition of S&P Mutual Fund Data Business
Morningstar, Inc.
Winston & Strawn represented Morningstar, Inc. in connection with its acquisition of Standard & Poor's mutual fund data business.
Equicap Private Placement
Our attorneys represented the investor in Equicap, Inc.'s $12 million private placement of common stock.
$1.3 Billion Sale of Kanbay International to Capgemini
Kanbay International, Inc.
Winston & Strawn represented Kanbay International, Inc., a NASDAQ-listed IT services provider, in connection with its $1.3 billion all cash sale to Capgemini, the French consulting, technology, and outsourcing services provider.
ParkerVision Private Placement
Our attorneys represented the investor in ParkerVision, Inc.'s $8.4 million private placement of common stock.
Concept Ventures Corporation Private Placement
Our attorneys represented the placement agent in Concept Ventures Corporation's $12.25 million private placement of common stock.
CoBiz Financial Common Stock Offering
Noel Rothman, Howard Ross, Steven Banger
Winston & Strawn represented the selling stockholders in connection with a $71 million public offering of common stock by CoBiz, Inc. (NASDAQ: COBZ).
Lear $900 Million Senior Notes Issuance
Lear Corporation
Winston & Strawn represented Lear Corporation in connection with its private placement of an aggregate principal amount of $900 million of senior notes. We also represented Lear in closing an exchange offer for the notes, pursuant to which the original notes were exchanged for notes registered under the Securities Act.
$3.9 Billion Motorola Acquisition of Symbol Technologies
Motorola, Inc.
Winston & Strawn represented Motorola in its $3.9 billion acquisition of Symbol Technologies, Inc., a publicly held enterprise mobility company that provides advanced data capture, RFID, wireless infrastructure, rugged mobile computing, and mobility management solutions. It was Motorola's second-largest acquisition in its history.
NYSE Group's Acquisition of TransactTools, Inc.
New York Stock Exchange
Winston & Strawn represented NYSE Group, Inc. in its acquisition of TransactTools, Inc., a global provider of enterprise messaging solutions for the securities trading industry.
Sutor Steel Technology Private Placement
Our attorneys represented the placement agent in Sutor Steel Technology Co., LTD.'s $12 million private placement of convertible preferred stock.
Synova Healthcare Group Private Placement
Our attorneys represented the investor in Synova Healthcare Group, Inc.'s $15 million private placement of convertible senior secured promissory notes.
China Public Security Technology Private Placement
Our attorneys represented the placement agent in China Public Security Technology, Inc.'s $15 million private placement in common stock.
PACE Health Management Systems Private Placement
Our attorneys represented the investor in PACE Health Management Systems, Inc.'s $15 million private placement of convertible preferred stock.
Clear Pack Sale to Sonoco Products
Clear Pack Company
Winston & Strawn represented the interests of Snyder Family Investment Holdings, LLC in its sale of Clear Pack Company to Sonoco Products Company. Clear Pack manufactures packaging goods such as portion control cups used in retail restaurant settings.
$320 Milllion Sale of Pinehurst Resort and Country Club to Putterboy
Winston & Strawn represented the special committee of the Board of Directors of ClubCorp, Inc. in connection with the $320 million sale of its Pinehurst Resort and Country Club to Putterboy, Ltd. Pinehurst was sold in conjunction with the $1.8 billion sale of ClubCorp to an affiliate of KSL Capital Partners LLC, a travel and hospitality-focused private equity fund.
Great Lakes Merger with Aldabra Acquisition Corporation
Great Lakes Dredge & Dock
Winston & Strawn represented Great Lakes Dredge & Dock Corporation in its merger with Aldabra Acquisition Corporation, a publicly traded special-purpose acquisition company. As a result of the merger, Great Lakes is now a public company with its shares trading on NASDAQ.
IPG Photonics $171 Million IPO
IPG Photonics
Winston & Strawn represented IPG Photonics Corporation (NASDAQ: IPGP), a leading developer and manufacturer of fiber lasers and amplifiers, in connection with its $171 million initial public offering.
BRT Realty Trust $82.1 Million Public Offering
Friedman, Billings, Ramsey & Co., Inc.
Winston & Strawn represented Friedman, Billings, Ramsey & Co., Inc., Stifel, Nicolaus & Company, Incorporated, and BMO Capital Markets Corp., as underwriters, in connection with BRT Realty Trust’s $82.1 million public offering of its common shares.
$5.7 Billion Senior Notes Issuance/$33 Billion HCA Leveraged Buyout
Citigroup Global Markets
Winston & Strawn represented Citigroup Global Markets and the other investment bankers as health regulatory counsel in connection with the issuance of an aggregate of $5.7 billion senior secured notes as part of the $33 billion leveraged buyout of HCA, Inc. HCA is a holding company whose affiliates own and operate hospitals and related health care entities.
Keyes Packaging Acquisition of Interplast
Keyes Packaging Group, Inc.
Winston & Strawn represented Keyes Packaging, a leading manufacturer of specialty packaging and a U.S. portfolio company of Canadian private equity fund Tricor Pacific Capital, in connection with its acquisition of the assets of Interplast, Inc., a Canadian-based manufacturer of specialty premium egg packaging.
Sale of Lear Stock to Carl Icahn Affiliates
Lear Corporation
Winston & Strawn represented Lear Corporation in connection with the sale of $200 million of common stock in a private placement to affiliates of and funds managed by investor and financier Carl Icahn.
I-many Private Placement
Our attorneys represented the placement agent in I-many, Inc.'s $7 million private placement in common stock and warrants.
Asian Financial, Inc.
Our attorneys represented the placement agent in Asian Financial, Inc.'s $23.5 million private placement of common stock.
Veri-Tek Private Placement
Our attorneys represented the placement agent in Veri-Tek International Corporation's $11.1 million private placement in common stock and warrants.
Goldman Sachs Acquisition of/Merger with Patterson Capital Markets
Goldman Sachs & Co.
Winston & Strawn represented Goldman Sachs & Co. in its acquisition of and merger with electronic broker Patterson Capital Markets Ltd.
InnerWorkings $109 Million IPO
InnerWorkings, Inc.
Winston & Strawn represented InnerWorkings, Inc. in connection with its $109 million initial public offering.
Kanbay $165 Million Acquisition of Adjoined Consulting
Kanbay International, Inc.
Winston & Strawn represented Kanbay International, Inc. in connection with its $165 million acquisition of Adjoined Consulting, Inc. Kanbay is a global IT services firm focused on the financial services industry.
GATX Financial Corporation Senior Notes Offering
Citigroup Global Markets Inc.
Winston & Strawn represented the underwriters, led by Citigroup Global Markets Inc. and Banc of America Securities LLC, in GATX Financial Corporation's public offering senior notes.
Sale of Lear Corporation's European Systems Division to WL Ross & Co.
Lear Corporation
Winston & Strawn represented Lear Corporation in connection with the sale of its European Interior Systems Division to International Automotive Components Group, LLC, Lear's joint venture with WL Ross & Co. LLC and Franklin Mutual Advisers, LLC.
Luxottica Group/Cole National $192 Million Sale of Things Remembered
Luxottica
Winston & Strawn represented Luxottica Group S.p.A. and its subsidiary, Cole National Group, Inc., in connection with the $192 million sale of Things Remembered, Inc., a personalized gift retail chain, to TRM Holdings Corporation, a joint venture owned by private equity firms GB Merchant Partners LLC and Bruckmann, Rosser, Sherrill & Co.
G Willi Food International Private Placement
Our attorneys represented the placement agent in G Willi Food International LTD.'s $10 million private placement in common stock and warrants.
Discover Alliance with JCB International
Discover Financial Services
An international team of Winston & Strawn attorneys represented Discover Financial Services in the negotiation of a major reciprocal alliance with JCB, the largest card issuer and acquirer in Japan. This alliance enables acceptance of Discover and PULSE cards in Japan and JCB cards on the Discover network in the United States.
Discover Alliance with LINK
Discover Financial Services
An international team of Winston & Strawn attorneys represented Discover Financial Services in the negotiation of major reciprocal alliance with LINK Interchange Network Ltd., which operates the UK cash machine network. Discover's alliance with LINK enables the 4,200 U.S. banks which participate in Discover's PULSE ATM network to offer their customers access to 58,000 cash machines across the UK, and enables LINK cardholders to access 250,000 PULSE ATMs in the United States.
Moscow Office Representative Matters
Winston & Strawn's Moscow office has been focusing its practice in the areas of international capital markets, mergers and acquisitions, international arbitration, and litigation.
System Capital Corporation Sale of Franchisee Loan Portfolio
System Capital Corporation
Winston & Strawn represented System Capital Corporation and its subsidiaries, Golden Managers Acceptance Corp., Golden Improvements Corporation, and Golden Securities Corporation, in connection with the sale of substantially all of System Capital’s portfolio of loans made to franchisees of McDonald’s Corporation to JPMorgan Chase Bank , N.A.
Commonwealth Edison $300 Million First Mortgage Bond Offering
Exelon Corporation
Winston & Strawn represented Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and Wachovia Capital Markets, LLC, as underwriters, in a $300 million offering of first mortgage bonds issued by Commonwealth Edison Company.
Solar Power Private Placement
Our attorneys represented the placement agent in Solar Power, Inc.'s $16 million private placement of common stock.
Winston Hotels $28 Million Follow-On Offering
Friedman, Billings, Ramsey & Co., Inc.
Winston & Strawn represented Friedman, Billings, Ramsey & Co., Inc., as underwriters counsel, in connection with Winston Hotels, Inc.'s $28 million follow-on offering of common stock.
Motorola Acquisition of NextNet Wireless
Motorola, Inc.
Winston & Strawn represented Motorola in its acquisition of NextNet Wireless, which had been a wholly-owned subsidiary of Clearwire Corporation.
Euraltech €25 Million Equity Offering
Oddo & Cie
Winston & Strawn represented Oddo Corporate Finance, a leading French investment bank in the mid-cap market, in connection with Euraltech's €25 million public equity offering. Euraltech is a French industrial systems engineering firm.
Compagnie des Alpes €75.6 Million Public Offering
Oddo & Cie
Winston & Strawn represented Société Générale and Oddo & Cie, a leading French investment bank in the mid-cap market, in connection with a €75.6 million public offering by Compagnie des Alpes, a French ski resort and recreation parks operator.
Utilities, Inc. $220 Million Refinancing
Utilities, Inc.
Winston & Strawn represented Utilities, Inc. in connection with a $240 million debt refinancing transaction that included a $40 million revolving credit facility and the private placement of $180 million of collateral trust notes.
Legends Gaming, LLC $240 Million Acquisition of casinos from Isle of Capri
Winston & Strawn represented Legends Gaming, LLC (dba DiamondJacks Casinos) in connection with its $240 million acquisition of the Bossier City, La., and Vicksburg, Ms., casinos of Isle of Capri Casinos, Inc.
Environmental Due Diligence
Winston & Strawn attorneys frequently assist clients with the environmental aspects of mergers, acquisitions, joint ventures, leases, construction, financings, reorganizations, and securities offerings.
REIT Transactions
We have extensive experience with REIT transactions, including private placements, securitization, equity offerings, recapitalizations, asset purchase and dispositions, Section 1031 exchanges, and mergers and acquisitions.
China Security and Surveillance
Our attorneys represented the placement agent in China Security and Surveillance, Inc.'s $12 million private placement of common stock and warrants.
GRC Holdings Private Placement
Our attorneys represented the investor in GRC Holdings, Inc.'s $4.2 million private placement of common stock.
Sale of Coleman Floor Company
Coleman Floor Company
Winston & Strawn represented Coleman Floor Company and its stockholders in connection with its sale to Stock Building Supply Holdings, Inc., a subsidiary of Wolseley plc. As part of the sale, all of Coleman's real property assets were spun-out to a new holding company structure owned by the existing stockholders.
Fortune Brands $630 Million Acquisition of SBR, Inc.
Fortune Brands, Inc.
Winston & Strawn represented Fortune Brands, Inc. in its $630 million acquisition by merger of SBR, Inc. and two of its corporate shareholders. The acquired businesses, including SBR's Simonton Windows brand, will join the Home & Hardware business of Fortune Brands.
Lear Corporation $640 Million Debt Tender Offer
Lear Corporation
Winston & Strawn represented Lear Corporation in a $640 million tender offer and consent solicitation for all of its outstanding zero-coupon convertible senior notes.
General de Alquiler de Maquinaria €103 Million IPO
General de Alquiler de Maquinaria
Winston & Strawn represented General de Alquiler de Maquinaria (GAM) in its €103 million initial public offering. GAM is a Spanish equipment rental company sponsored by Nmás1/Dinamia, a leading private equity group in Spain focused on the middle market.
Energy Transfer Partners Acquisition of Titan Energy Partners
Energy Transfer Partners LP
Winston & Strawn represented Energy Transfer Partners, L.P. in its acquisition of Titan Energy Partners LP. Energy Transfer Partners is engaged in the natural gas midstream and transportation business and is one of the three largest retail marketers of propane in the U.S. Titan Energy Partners is one of the nation's largest retail propane marketers.
Monterey Gourmet Foods Private Placement
Our attorneys represented the placement agent in Monterey Gourmet Foods, Inc.'s $12.5 million private placement of common stock and warrants.
Sona Mobile Holdings Private Placement
Our attorneys represented the issuer in Sona Mobile Holdings Corporation's $10.2 million private placement of common stock.
Microfield Group Private Placement
Our attorneys represented the placement agent in Microfield Group, Inc.'s $15 million private placement of common stock and warrants.
Viscofan Acquisition of North American Operations of Teepak
Viscofan S.A.
Winston & Strawn represented Viscofan USA, Inc. in its acquisition of the North American operations of Teepak, LLC, a portfolio company of Lake Pacific Partners.
House of Taylor Jewelry Private Placement
Our attorneys represented the placement agent in House of Taylor Jewelry, Inc.'s $11.7 million private placement of convertible senior secured notes.
Commonwealth Edison $325 Million Mortgage Bond Offering
Lehman Brothers
Winston & Strawn represented Lehman Brothers, JP Morgan, and Morgan Stanley in Commonwealth Edison Company's $325 million offering of first mortgage bonds.
Soitec €204 Million IPO
Soitec S.A.
Winston & Strawn represented Soitec in connection with its €204 million initial public offering listed on the Euronext Stock Exchange.
Advanced Life Sciences $36 Million PIPE Offering
Advanced Life Sciences, Inc.
Winston & Strawn represented Advanced Life Sciences Holdings, Inc. in connection with the approximately $36 million private placement of its common shares to various institutional investors.
GATX Financial Corporation $200 Million Senior Note Offering
Citigroup Global Markets Inc.
Winston & Strawn represented Citigroup Global Markets Inc. and Banc of America Securities Inc. as initial purchasers of $200 million 5.8% senior notes of GATX Financial Corporation.
Morningstar $83 Million Acquisition of Ibbotson
Morningstar, Inc.
Winston & Strawn represented Morningstar, Inc. in connection with its $83 million acquisition of Ibbotson Associates, Inc.
Metretek Technologies, Inc.
Our attorneys represented the placement agent in Metretek Technologies, Inc.'s $28.2 million private placement of common stock.
China Biopharmaceuticals Holdings Private Placement
Our attorneys represented the investor in China Biopharmaceuticals Holdings, Inc.'s $6.9 million private placement of common stock.
Navarre Corporation
Our attorneys represented the investor in Navarre Corporation's $20 million private placement of common stock.
W.W. Grainger Acquisition of Rand Materials Handling Equipment
W.W. Grainger, Inc.
Winston & Strawn represented W.W. Grainger, Inc. and its subsidiary Lab Safety Supply, Inc. in connection with the acquisition of substantially all the assets of Rand Materials Handling Equipment Co., a direct marketer of materials handling equipment.
Tate & Lyle Acquisition of Continental Custom Ingredients, Inc.
Tate & Lyle Ingredients Americas, Inc.
Winston & Strawn represented Tate & Lyle Americas, Inc. in its acquisition of Continental Custom Ingredients, Inc., a developer and manufacturer of flavor ingredients for food and beverage products.
AdStar Private Placement
Our attorneys represented the investor in AdStar, Inc.'s $1.65 million private placement of common stock.
Loudeye Corporation Private Placement
Our attorneys represented the placement agent in Loudeye Corporation's $8.25 million private placement of common stock and warrants.
China Biopharmaceuticals Holdings Private Placement
Our attorneys represented the investor in China Biopharmaceuticals Holdings, Inc.'s $1 million private placement of common stock.
Airtricity Acquisition of Renewable Generation
Airtricity, Inc.
Winston & Strawn represented Airtricity, Inc., the U.S. subsidiary of Airtricity Holdings Limited of Ireland, in its acquisition of Renewable Generation, Inc., a wind power project developer.
Sale of eMedicine.com to WebMD Health Corp.
eMedicine.com, Inc.
Winston & Strawn represented eMedicine.com in the $25.5 million sale of all of its outstanding capital stock to WebMD Health Corp.
Harley-Davidson Financial Services $200 Million Medium-Term Notes
Harley-Davidson Financial Services, Inc.
Winston & Strawn represented Harley-Davidson Financial Services in connection with a $200 million takedown from its 144A/Reg S medium-term note program, which was established in November 2003.
Crats, Etc! $35 Million Notes Issuance
CEPCO
Winston & Strawn represented Crafts, Etc! Property Co., L.L.C. in the issuance of $35 million of senior secured notes.
Beacon Roofing Supply $276 Million IPO
J.P. Morgan Securities, Chicago Office
Winston & Strawn represented JP Morgan Chase and the other underwriters in connection with Beacon Roofing Supply's $276 million public offering of common stock. Beacon Roofing is a portfolio company of Code, Hennessy & Simmons.
Cable & Wireless $155 Million Sale of Networking and Web Hosting Assets
Winston & Strawn represented the Official Committee of Unsecured Creditors of Cable & Wireless USA, Inc. in the Chapter 11 sale of its hosting and IP solutions assets to SAVVIS Communications. SAVVIS acquired substantially all of the CWA assets for $155 million in cash and assumed liabilities of approximately $12.4 million.
Genius Products Private Placement
Our attorneys represented the placement agent in Genius Products, inc.'s $32 million private placement of common stock and warrants.
TD Securities Rule 144A Offer of Commercial Mortgage-Backed Securities
Toronto-Dominion Bank, Inc.
Winston & Strawn represented TD Securities and TD Securities (USA) in the initial placement of €400 million and subsequent placement of €560 million of commercial mortgage-backed securities by way of a public offering in Canada and a concurrent Rule 144A private placement in the U.S.
UCN Private Placement
Our attorneys represented the placement agent in UCN, Inc.'s $2.5 million private placement of common stock and warrants.
Kintera Private Placement
Our attorneys represented the placement agent in Kintera, Inc.'s $13.5 million private placement of common stock and warrants.
Northland Fuel $91.5 Million Sale of Petroleum Business to Crowley Marine
Northland Fuel LLC
Winston & Strawn represented Northland Fuel LLC in the $91.5 million sale of its refined petroleum products distribution business to Crowley Marine Services, Inc.
Antares Capital Sale to General Electric Capital Corporation
Antares Capital Corporation
Winston & Strawn represented Antares Capital Corporation and its management equityholders in connection with its sale to General Electric Capital Corporation.
FreightCar America $92.5 Million Secondary Offering
FreightCar America, Inc.
Winston & Strawn represented FreightCar America, Inc. in connection with its $92.5 million secondary offering of common stock.
Duff & Phelps Reorganization and Acquisition of Corporate Value Consulting
Duff & Phelps, LLC
Winston & Strawn represented the management members of Duff & Phelps, LLC in Duff & Phelps' acquisition of Standard & Poor's Corporate Value Consulting business unit from the McGraw Hill Companies, Inc., concurrent with a management-led buyout of CVC.
DrugMax Private Placement
Our attorneys represented the placement agent in DrugMax, Inc.'s $51.1 million private placement of common stock and warrants.
Matrix Service Company Private Placement
Our attorneys represented the investor in Matrix Service Company's $15 million private placement of common stock.
$1.8 Billion Sale of CRT Properties to DRA Advisors LLC
Wachovia Capital Markets, LLC
Winston & Strawn represented Wachovia Capital Markets, LLC, as financial adviser to the board of directors of CRT Properties, Inc., in connection with CRT Properties’ sale to a subsidiary of DRA Advisors LLC for $1.8 billion.
Energy Transfer Partners $400 Million Rule 144A Offering
Energy Transfer Partners LP
Winston & Strawn represented Energy Transfer Partners, L.P. in connection with its issuance of $400 million senior notes in a Rule 144A and Reg S offering. In addition, we represented ETP in connection with its exchange offer for all of its outstanding senior notes that were issued in connection the January 2005 $1.45 billion refinancing transaction.
FAGE €130 Millon Eurobond Offering/Acquisition of Gordon Conrad Limited
FAGE Dairy Industry SA
Winston & Strawn advised FAGE Dairy Industry S.A., the leading Greek dairy company, in connection with its €130 million Eurobond offering in January 2005 and the subsequent acquisition by tender offer of a significant shareholding in Gordon Conrad Limited, its UK distributor company.
CRA International Public Offering
William Blair & Company
Winston & Strawn represented J.P. Morgan Securities Inc., William Blair & Company, L.L.C., and the other underwriters in connection CRA International, Inc.’s registered public offerings of common stock. CRA, formerly Charles River Associates Incorporated, is a leading economic and business consulting firm.
Gazprom €1.3 Billion Eurobond Offering
Gazprom
Winston & Strawn represented Gazprom, a Russian gas and oil company, in a €1.3 billion Rule 144A Regulation S Eurobond offering. We acted as U.S., English, and Russian counsel in connection with the transaction.
Exelon $1.7 Billion Senior Debt Public Offering
Exelon Corporation
Winston & Strawn represented Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters, in connection with Exelon Corporation's $1.7 billion public offering of senior notes.
Morningstar $140 Million IPO
Morningstar, Inc.
Winston & Strawn represented Morningstar, Inc. in connection with its $140 million initial public offering common stock.
FreightCar America $185 Million IPO
FreightCar America, Inc.
Winston & Strawn represented FreightCar America, Inc., a leading manufacturer of railroad freight cars, in connection with its $185 million initial public offering of common stock.
Uroplasty PIPE Transaction
Our attorneys represented the lead investor in Uroplasty, Inc.'s $7.5 million PIPE offering of common stock and warrants.
MedicalCV Private Placement
Our attorneys represented the investor in MedicalCV, Inc.'s $13.6 million private placement of preferred stock and warrants.
One Travel Holdings Private Placement
Our attorneys represented the placement agent in One Travel Holdings, Inc.'s $31.1 million private placement of preferred stock and warrants.
Calypte Biomedical Corporation Private Placement
Our attorneys represented the investor in Calypte Biomedical Corporation's $8 million private placement of convertible senior secured notes.
Flow International Corporation Private Placement
Our attorneys represented the placement agent in Flow International Corporation's $65 million private placement of common stock and warrants.
AirGate PCS $630 Million Acqusition by Alamosa Holdings
AirGate PCS, Inc.
Winston & Strawn represented AirGate PCS, Inc. in its $630 million acquisition by and into a wholly owned subsidiary of Alamosa Holdings, Inc., making it the premier Sprint PCS affiliate.
Discover Financial $311 Million Acquisition of PULSE EFT Association
Discover Financial Services
Winston & Strawn represented Discover Financial Services, Inc. in its $311 million acquisition of PULSE EFT Association. The transaction combines PULSE and its 4,100 member banks, credit unions, and savings institutions with the Discover Network and its 4 million merchant and cash access locations to create a new competitor in the electronic payments field.
Energy Transfer Partners $1.45 Billion Refinancing
Heritage Propane Partners, L.P.
Winston & Strawn represented Energy Transfer Partners, L.P. in connection with a $1.45 billion refinancing transaction. The refinancing consisted of a $750 million Rule 144A/Reg S offering of senior notes and a $700 million senior unsecured revolving credit bank facility.
Kanbay International $152 Million Secondary Offering
Kanbay International, Inc.
Winston & Strawn represented Kanbay International, Inc. in connection with its $152 million secondary offering of common stock.
Emrise Corporation Private Placement
Our attorneys represented the placement agent in Emrise Corporation's $18 million private placement of common stock and warrants.
Xenonics Holdings
Our attorneys represented the placement agent in Xenonics Holdings, Inc.'s $2.5 million private placement of common stock.
Luxottica Group $700 Million Acquisition of Cole National Corporation
Luxottica U.S. Holdings Corp
Winston & Strawn represented Luxottica Group S.p.A. in its $700 million acquisition of Cole National Corporation. The transaction was under review by the FTC in connection with the HSR antitrust process, but after nearly 16 months of work, the FTC closed the investigation.
Soitec €102 Million Convertible Bond Offering
Soitec S.A.
Winston & Strawn represented Soitec S.A. in connection with its €102 million convertible bond offering on the Paris bourse.
Orbitz $1.25 Billion Sale to Cendant
Orbitz Special Committee
Winston & Strawn served as counsel to the Special Committee of the Board of Directors of Orbitz, Inc. in connection with its $1.25 billion sale to Cendant Corporation.
Kanbay International $93 Million IPO
Kanbay International, Inc.
Winston & Strawn represented Kanbay International, Inc. in connection with its $93 million initial public offering of common stock. Kanbay is a global IT services firm.
Caribbean Development Bank $150 Million Senior Notes Offering
Caribbean Development Bank
Winston & Strawn represented the Caribbean Development Bank in connection with a $150 million Rule 144A and Regulation S offering of senior notes. The Caribbean Development Bank is a multilateral financial institution dedicated to the development of the economies of its Caribbean member countries.
The Wornick Company $125 Million Senior Notes Offering
Veritas Capital
Winston & Strawn represented The Wornick Company in connection with a $125 million Rule 144A and Regulation S offering of senior secured notes.
$58 Million Sale by Auction of CH Resources to WPS Power
CH Resources, Inc.
Winston & Strawn represented CH Energy Group, Inc. in the $58 million sale of CH Resources, Inc., its indirect wholly owned subsidiary, to WPS Power Development Inc., a subsidiary of Wisconsin Public Service Corporation. The deal was the result of an auction process conducted by Navigant Consulting, Inc.
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