Representative Matters

• NorthWestern Corporation.  Lead counsel in connection with $2.2 billion cash merger with Babcock & Brown Infrastructure Limited (Australia) (pending).
  
• Crescent Film Holdings. - Lead counsel in connection with a $150 million investment in Village Roadshow Pictures Group, the multinational film production and distribution division of Village Roadshow Limited, an Australian  public company.

• Central Pacific Financial, Inc. - Lead counsel in $425 million non-negotiated, cash and stock takeover by CPF of CB Bancshares, Honolulu, Hawaii.

• Special Committee of Board of Directors Of Pacific Union Bank - Counsel to special committee of Board of Directors in connection with $300 million cash and stock acquisition by Hanmi Financial.

• Grupo Minsa, S.A. de C.V. - Lead counsel for public Mexican food manufacturing company in a successful restructuring of U.S. $100 million in debt held by the International Finance Corporation and a syndicate of private sector lenders.

• The Flying Tiger Line, Inc. - Lead outside counsel for the world’s largest air cargo carrier between 1985 and 1989.  Among the most notable transactions:
  
  • An underwritten public offering of $66 million of Depositary Convertible Preferred Stock.
  • $274 million refinancing of leverage leases of 4 Boeing 747-200F aircraft.
  • $140 million of First and Second Priority Secured Trust Certificates.
  • ¥$5.4 billion bridge loan agreement and ¥$12.5 billion term loan agreement.
  • $800 million acquisition by means of a public tender offer by and merger with Federal Express Corporation.

• California Wellness Foundation/HealthNet - Special lead corporate counsel for one of the largest charitable foundations in California in its capacity as the largest shareholder of Health Systems International, Inc., the parent of HealthNet.  The transactions led for this client were:
  
  • $600 million combination of HM Management Holdings, Inc. and QuaMed, Inc. in 1994, which became the foundation of HSI as a public entity.
  • $160 million underwritten public offering of common stock by HSI.
    
• Business.com, Inc. - Principal outside corporate counsel for a variety of matters, including an innovative Series C Preferred Stock round of financing comprised of cash and  in-kind contributions by Pearson, PLC, Reed-Elsevier, McGraw-Hill Ventures and other investors with a value in excess of $40 million.

• MED Diversified, Inc. - Principal corporate and securities counsel for this national provider of home healthcare services.  Among the transactions led were the following:
  
  • $90 million acquisition of Chartwell Diversified Services, Inc., including a unique Series A Convertible Preferred Stock designed to comply with AMEX listing requirements.
  • Public tender offer and acquisition of Tender Loving Care Healthcare Services, Inc.
    
• East West Bancorp - Lead corporate counsel in connection with $260 million ownership transfer of the nation’s largest Chinese-American bank within 6 weeks; structured to avoid customary regulatory approval process.
  
  • Lead Counsel in 6 acquisitions of Chinese American commercial banks.
  • Lead counsel in recent $30 million 144A PIPE transaction followed by S-3 re-sale registration.

• Nevada Savings & Loan Association - Special outside corporate counsel for largest S&L in Nevada on a variety of public financings and its $68 million acquisition by Southwest Gas Corporation.
  
• Selective Underwriting - Lead counsel for either issuers or underwriters in a variety of public offerings, including:
  
  • Preferred Bank - Issuers’ counsel in connection with $90 million initial public offering of common stock.
  • Community Bancorp – Underwriters’ counsel in connection with $70 million initial public offering.
  • Central Pacific Financial Corp. – Underwriters’ Counsel in connection with $68 million secondary offering.
  • Paladin Realty, Inc.- Counsel to placement agent of $385 continuous offering of common stock of a newly created REIT.
  • New Century Financial Corporation - Underwriters’ counsel for $210 million offering of Convertible senior notes.
  • First Data Management Company, Inc. – Underwriters’ counsel for a spin-off initial public offer of data management company.
  • CalFed Income Partners, LLP – underwriters’ counsel for $125 million offering of depositary units of a master limited partnership.
  • Guardian Bancorp – Issuer’s counsel for a underwritten offering of 450,000 shares of common stock.  Issuer’s counsel for underwritten offering of 12.6 million shares of common stock and 4.2 million warrants.
  • Matrix Capital Corporation – Underwriters’ counsel for initial public offering of 2,000,000 shares of common stock of this mortgage banker and savings and loan holding company.  Underwriters’ counsel for $20 million offering of 11.5% senior notes.
  • Silicon Valley Bancshares – issuer’s counsel for $40 million underwritten offering of Trust Preferred Securities.
  • JAKKS Pacific, Inc. – underwriters’ counsel for $71 million offering of common stock.