Mergers & Acquisitions Representations

• Dealertrack Technologies, Inc. in connection with its $1 billion cash and stock acquisition of Dealer Dot Com, Inc. 
• Dealertrack Technologies, Inc. in connection with its acquisition of VINtek, Inc. 
• Dealertrack Technologies, Inc. in connection with its acquisition of substantially all of the assets of ASR Pro, LLC 
• Fortune 500 Industrial Manufacturer in connection with a proposed acquisition of a $500 million multi-national refrigeration equipment manufacturer 
• MetLife in connection with its acquisition of Travelers Insurance Co. and its acquisition of Alico from AIG
• Honeywell in connection with a bid to acquire a multinational industrial manufacturing business
• Macquarie in connection with various acquisitions of airport service businesses
• SteelRiver Infrastructure Partners in connection with the acquisition of numerous energy and other infrastructure investments
• LA Dodgers in connection with the $2 billion Bankruptcy Court sale of the team franchise and related entities to Magic Johnson and partners 
• Dell in connection with its $1 billion acquisition of Wyse Technologies, a leader in the area of desktop virtualization and cloud computing
• Oracle in connection with its $1.9 billion acquisition of Taleo Corporation
• Dell in connection with its over $1 billion acquisition of SonicWALL, a leader in advanced network and security protection solutions
• eBay and its PayPal division in connection with their $2.4 billion acquisition of GSI Commerce, a leading provider of commerce and interactive marketing services
• PayPal in connection with its acquisition of Where Inc., a Boston location/geo based mobile advertising company
• Synopsys in connection with its acquisition of Magma Design Automation
• eBay in connection with its acquisition of Magento Inc., the creator of Magento, a leading open source eCommerce platform designed to help eCommerce merchants design an online store
• Dell in connection with its $600 million acquisition of SecureWorks an Atlanta based computer security firm
• Dell in connection with its $145 million acquisition of Case Networks Inc., a systems management appliance company
• Dell in connection with its $500 million acquisition of Force 10 Networks Inc. of San Jose, an industry leader in data center enterprise networking 

Capital Markets Representations

• Electronic Arts Inc. in its Rule 144A offering of convertible securities
• Yahoo! Inc. in connection with a private placement of US$1,437,500,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2018 and concurrent convertible note hedge and warrant transactions
• Underwriters in offerings of debt convertible securities and common stock of Wellpoint, Inc.
• Dealer managers in exchange offer and debt restructuring of Prologis, and underwriters in offerings of common stock, debt and convertible securities of Prologis
• Underwriters in US $1.5 billion global notes offering for Toyota Motor Credit
• American Honda Finance in establishing Public MTN Program and completing initial public debt offering
• Nissan Motor Acceptance Corporation’s US $1 billion offering of medium-term notes
• Underwriters in US $350 million floating rate diversity and inclusion global notes offering for Toyota Motor Credit
• Underwriters in US $1.25 billion prologis notes issue and dealer managers in US $750 million tender offer
• Initial Purchasers in US $1 billion offering of Hyundai Capital America Senior Notes
• Initial Purchasers in DreamWorks Animation SKG, Inc.’s US $300 million offering of high yield notes
• Underwriters in BB&T Corporation’s US $1 billion notes offering
• Underwriters in offerings of debt securities of Time Warner Cable Inc.
• Underwriters in offerings of common stock, debt and capital securities of BB&T Corporation
• Underwriters in offerings of debt securities of Thermo Fisher Scientific Inc.
• Underwriters in offerings of debt securities of Nordstrom, Inc.
• Underwriters in offerings of common stock, debt, capital and convertible securities of U.S. Bancorp
• Underwriters in initial public offering of Stanley, Inc.
• Underwriters in initial public offering of Golfsmith International Holdings, Inc.

Energy/Project Finance/Real Estate Representations

• Tax equity in connection with the development of the Shannon wind power project being developed by Alterra Power Corp. and Starwood Energy Group
• Tax equity in connection with the development of the South Plains II wind power project being developed by TerraForm and First Wind Energy
• Tax equity in connection with the development of the Panhandle II wind power project being developed by Pattern Energy Group
• Tax equity in connection with the development of the Buffalo Dunes Wind Facility
• Tax equity in connection with the development of the Prairie Rose Wind Facility
• Bloom Energy Corporation financing of a portfolio of baseload fuel cell electricity generators to be located in California, Connecticut, New Jersey and New York, including a long-term strategic partnership with Exelon Generation Company to install Bloom Energy Servers
• Goldman Sachs in connection with its tax equity investment in the Anderson Wind project in New Mexico
• SteelRiver Infrastructure Partners in connection with its acquisition of National Gas Pipeline Company of America
• Macquarie Infrastructure Company of interests from Exergy Development Group in a portfolio of wind power projects in Idaho
• Tax equity in connection with the development of the Chisholm View Wind Facility
• Tax equity in connection with the development of the China Lake Solar Facility at the Naval Weapons Station in California
• AES in connection with the development of the Buffalo Gap I Wind Facility, the Buffalo Gap II Wind Facility, the Buffalo Gap III Wind Facility and the initial development of the Buffalo Gap IV Wind Facility
• AES in connection with the development of the Mountain View I Wind Facility and the Mountain View II Wind Facility
• AES in connection with the development of the Lake Benton Wind Facility and the Storm Lake Wind Facility
• Puget Sound Energy, Inc. in connection with its acquisition and development of the Wild Horse Wind Facility and the Hopkins Ridge Wind Facility
• Macquarie Infrastructure Company first-ever wind power generation investment through its acquisition of the Brahms wind power project in New Mexico from BayWa r.e. Wind, LLC
• Building Energy S.p.A. establishment of a joint venture to provide solar energy services to large-scale solar power projects and the acquisition of various solar power projects, as part of its entry into the U.S. renewable energy market
• A German investor group in connection with the establishment of a $10 billion commercial property REIT and their ongoing REIT compliance issues
• Two publicly traded REITs in connection with their disclosure, capital raising, and compliance issues
• Numerous investment banks in connection with the restructuring of real estate (REIT) drop/spin transactions