 |
Teva Pharmaceuticals USA , Inc. vs. Bayer Schering Pharma AG
Teva North America
A significant case Winston is currently litigating for Barr/Teva North America relates to the oral contraceptive pill Yaz®. Barr/Teva filed an abbreviated new drug application (ANDA) seeking FDA approval to market its generic equivalent of Yaz® (drospirenone and ethinyl estradiol) and provided notice to Bayer Schering pursuant to the Hatch-Waxman Act.
|
|
|
|
|
|
Green Exchange LLC Receives CFTC Designation as Exchange
Green Exchange LLC
Representation of Green Exchange in connection with its application for
designation as a contract market for environmental derivatives, which was
approved by the Commodity Futures Trading Commission.
|
|
|
|
|
|
Motorola Infrastructure Assets Divestiture
Motorola, Inc.
Representation of Motorola, Inc. in connection with its agreement to sell a
majority of the assets of its wireless network infrastructure business to Nokia
Siemens Networks for $1.2 billion in cash. This cross-border transaction will
involve related transactions in approximately 58 countries and the transfer of
approximately 7,500 employees.
|
|
|
|
|
|
Abbott Laboratories v. Sandoz, Inc.
Abbott Laboratories
Our attorneys recently secured a settlement for client Abbott Laboratories after a five-year patent litigation battle brought against Sandoz, Inc. involving Abbott's branded antibiotic known as BIAXIN XL®.
|
|
|
|
|
|
Crown, Cork & Seal $1.2 Billion Revolving Credit Facility
Deutsche Bank Trust Company Americas/Deu
Representation of Deutsche Bank in connection with a $1.2 billion revolving
credit facility for Crown, Cork & Seal, a bottling and packaging company.
|
|
|
|
|
|
World Kitchen $221 Million Term and Revolving Credit Facilities
World Kitchen, LLC
Representation of World Kitchen, LLC, a seller of cookware and kitchen tools,
in connection with $221 million in term and revolving credit facilities.
|
|
|
|
|
|
Illinois Tool Works $1 Billion Revolving Credit Facility
JPMorgan Chase Bank, N.A.
Representation of JPMorgan Chase Bank, National Association, as administrative
agent in connection with a $1 billion revolving credit facility for Illinois
Tool Works.
|
|
|
|
|
|
Smurfit-Stone Container Exit Financing
Smurfit Stone Container Corporation
Representation of Smurfit-Stone Container Corporation in connection with exit
financing for its successful emergence from Chapter 11 on June 30, 2010. The
exit financing consisted of a $1.2 billion covenant-lite six-year term loan
with a five month delayed funding feature with JPMorgan Chase Bank, N.A. acting
as Administrative Agent; a $650 million four-year ABL revolving credit facility
with Deutsche Bank AG New York Branch acting as Administrative Agent and
Security Agent, and JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch
and General Electric Capital Corporation acting as Co-Collateral Agents, as
well as derivative and project finance transactions.
|
|
|
|
|
|
In re K-Dur Antitrust Litigation
Wyeth
We recently won summary judgment in an antitrust class action against our client, Wyeth (Pfizer), which brought to an end nearly a decade of related federal and state cases in which the plaintiffs had challenged Wyeth's settlement of a patent lawsuit relating to a patented potassium chloride product called K-Dur. In the antitrust litigation, plaintiffs alleged that the patent settlement between our client and Schering-Plough Corporation had anti-competitive effects and resulted in their paying more for K-Dur and other potassium chloride supplements than they otherwise would have paid. Approximately 50 separate state and federal lawsuits were filed making the substantially the same allegations, with the federal cases consolidated in multi-di
|
|
|
|
|
|
Klussman v. Cross Country Bank, et al.
Applied Bank
We took over the defense of Applied Card Bank (formerly Cross Country Bank) in consumer class action litigation in Northern California. The action was brought on behalf of nearly 900,000 cardholders in California who alleged that the bank engaged in abusive collection practices and unfair fee practices in sub-prime credit card industry. After extensive motions practice, the filing of several writ petitions with the Court of Appeal, discovery on class-wide issues, and two mediations, the parties ultimately reached a settlement, which is pending court approval. We also successfully represented Applied Card Bank in another consumer class action in Wisconsin.
|
|
|
|
|
|
Motorola, Inc. $500 Million Tender Offers
Motorola, Inc.
Representation of Motorola, Inc. in its tender offers to purchase up to $500
million of certain series of its outstanding debt securities. The tender offers
consisted of two separate offers: an Any and All Offer and a modified Dutch
Auction Offer.
|
|
|
|
|
|
Clearlake Capital Sale of World Gourmet
World Gourmet Marketing LLC
Represented Clearlake Capital and World Gourmet Marketing in connection with
the sale of World Gourmet, a Pennsylvania-based gourmet snack food
manufacturing and distribution company, to The Hain Celestial Group, Inc.
(NASDAQ: HAIN), a leading natural and organic food and products company.
|
|
|
|
|
|
SIRVA Securities Litigation
Goldman Sachs & Co.
We obtained a favorable settlement for Goldman Sachs, Morgan Stanley, Credit Suisse, Deutsche Bank Securities, Citigroup Global Markets, J.P. Morgan Securities, and Bank of America Securities, the lead underwriters of two public offerings by SIRVA Incorporated, as defendants in a purported shareholder class action in the U.S. District Court for the Northern District of Illinois. The defendants included SIRVA; its controlling shareholder, Clayton, Dubilier & Rice, Inc.; various officers and directors of SIRVA; PricewaterhouseCoopers; and the respective underwriters of the initial public offering in November 2003 and the secondary public offering in June 2004. Specifically, plaintiffs alleged that the registration statements and prospectu
|
|
|
|
|
|
Bursa Malaysia Derivatives -- CFTC Part 30 Order
Bursa Malaysia Berhad/Bursa Malaysia Der
Representation of Bursa Malaysia Derivatives in a petition for relief submitted
to the Commodity Futures Trading Commission, which responded by issuing an
Order to Bursa Malaysia permitting its member firms to offer and sell futures
contracts listed on the Bursa Malaysia to U.S. persons.
|
|
|
|
|
|
Allscripts Acquisition of Eclipsys / Misys Stock Repurchase
Allscripts - Misys Independent Directors
Representation of the Audit Committee of Allscripts-Misys Healthcare Solutions,
Inc. in its $1.3 billion merger with Eclipsys Corporation, its $570 million
stock repurchase from Misys plc, and its secondary public offering by Misys of
36 million shares of Allscripts common stock.
|
|
|
|
|
|
Great-West Life & Annuity Insurance Company $50 Million Revolving Credit Facility
Wells Fargo & Company
Representation of Wells Fargo Bank, National Association in a $50 million
revolving credit facility for Great-West Life & Annuity Insurance Company.
|
|
|
|
|
|
Morningstar, Inc. Acquires RealPoint LLC
Morningstar, Inc.
Winston & Strawn represented Morningstar, Inc. in its recent acquisition of
RealPoint LLC, which is one of the 11 NRSROs (Nationally Recognized Statistical
Rating Organizations). Realpoint will become a business unit within Morningstar’
s Equity and Credit Research business. Realpoint provides securities ratings,
research, surveillance services, and data to institutional investors regarding
commercial mortgage-backed securities and other securities.
|
|
|
|
|
|
Green Exchange Files for Exchange Designation
Green Exchange LLC
Winston & Strawn filed Green Exchange's application with the Commodity Futures
Trading Commission for designation as a futures exchange for environmental
products.
|
|
|
|
|
|
Boston & Maine Corporation v. Massachusetts Bay Transportation Authority
Pan Am Systems Inc. (f/k/a Guilford Tran
In a major win for Winston & Strawn, the First Circuit recently ruled our client, Boston & Maine Corporation (B&M) is not liable for approximately $15 million in environmental cleanup costs based on decades-old spills. The case originated when the Massachusetts Bay Transportation Authority (MBTA), owner of a blighted railyard in Boston, demanded that B&M pay for cleaning up the yard.
|
|
|
|
|
|
Great Lakes Dredge & Dock/New Orleans Class Action
Great Lakes Dredge & Dock
A Winston & Strawn team has obtained a long-awaited victory for our client, Great Lakes Dredge & Dock Company. In a decision issued more than 14 months after oral argument, the Fifth Circuit affirmed the dismissal of multi-billion dollar claims charging Great Lakes with responsibility for the devastation of New Orleans following Hurricane Katrina. Plaintiffs’ claims were based on dredging work performed in the Mississippi River Gulf Outlet under contracts with the U.S. Army Corps of Engineers. Winston took the lead in a joint briefing on behalf of Great Lakes and the other dredging defendants (together, essentially the entire Gulf Coast dredging industry), and obtained dismissal in the district court based on the government contractor doctr
|
|
|
|
|
|
Kinsella v. American Airlines
American Airlines
Winston & Strawn recently won summary judgment on behalf of American
Airlines, Inc. on Dawn Kinsella’s claim that American violated the Family and
Medical Leave Act (“FMLA”) when it terminated her employment.
|
|
|
|
|
|
U.S. v. Boeing
The Boeing Company
We are currently representing The Boeing Company in a multi-million dollar lawsuit brought in the United States District Court, Central District of California by the United States. The complaint alleges that Boeing knowingly failed to disclose certain cost and pricing data when negotiating a contract for a defense component of the Air Force’s B-1B Bomber that the company was obligated to disclose under the Truth in Negotiations Act. The lawsuit asserts False Claims Act claims and seeks compensatory and treble damages and civil penalties. The lawsuit is ongoing.
|
|
|
|
|
|
MacLean Power Systems Acquisition of a Division of S&C Electric Company
MacLean-Fogg Company
Winston & Strawn represented MacLean Power Systems in connection with its
acquisition of the polymer cutout division of S&C Electric Company.
|
|
|
|
|
|
Robin Anderson, et al., v. Abbott Laboratories
Abbott Laboratories
We represented Abbott Laboratories in a multi-million dollar, nationwide consumer putative class action lawsuit alleging that certain of Abbott's liquid infant formula products were packaged in metal cans lined with epoxy resins containing the chemical Bisphenol-A. The lawsuit alleged, among other things, that if plaintiffs and the putative class had known of the alleged existence of Bisphenol-A in the packaging of Abbott's liquid infant formula products sold in metal cans, they would not have purchased such products. Initially filed in the Central District of California, the lawsuit was transferred to the United States District Court for the Western District of Missouri for coordination of pretrial proceedings with several additional lawsu
|
|
|
|
|
|
Maclean Power, LLC v. PDEX USA, Corp. et al.
MacLean-Fogg Company
Winston secured two very favorable settlement agreements on behalf of MacLean-Fogg Company and MacLean Power LLP in connection with a Lanham Act trademark violation case against two United States distributors that had been passing off Chinese counterfeits of our client’s products. The Winston team persuaded a federal district court judge in the Northern District of Illinois that not only would MacLean likely succeed on the merits of its claims, but also that a temporary restraining order should be granted ex parte. After successive extensions of the TRO, the team convinced the distributors to settle on terms favorable to the client.
|
|
|
|
|
|
In re Evanston Northwestern Healthcare Corporation Antitrust Litigation
NorthShore University HealthSystem
Winston & Strawn successfully defeated class certification in a putative antitrust class action filed against our client NorthShore University HealthSystem (formerly Evanston Northwestern Healthcare). The plaintiffs alleged that the merger of Evanston Hospital and Highland Park Hospital in 2000 anticompetitively raised prices for health care services in violation of Section 1 and Section 2 of the Sherman Act, as well as Section 7 of the Clayton Act. The plaintiffs sought to certify a massive class containing all patients, employers, and health insurance companies that paid for services over the past 10 years.
|
|
|
|
|
|
Sun Pharmaceuticals, Inc. v. Eli Lilly, Co.
Sun Pharmaceutical Industries, Ltd.
We represented Sun Pharmaceuticals against Eli Lilly, Co. in a Hatch-Waxman patent litigation case. Lilly originally sued Sun and other defendants in its home town of Indianapolis to protect its monopoly on its blockbuster drug Gemzar, a leading cancer drug. While the other defendants were left to defend themselves in unfriendly territory, Sun was dismissed from the Indiana case for a lack of personal jurisdiction. We then sued Lilly for a declaration of patent invalidity in the Eastern District of Michigan, which is the headquarters of Sun subsidiary Caraco Pharmaceuticals. Our team developed a strategy to get ahead of the Indiana action by filing an early summary judgment on the key patent, asserting that Lilly had improperly tried to ext
|
|
|
|
|
|
Golden Bridge Technology v. Motorola, et al.
Motorola, Inc.
A Winston & Strawn team secured a victory for Motorola from the Fifth Circuit Court of Appeals in connection with a claim brought under Section 1 of the Sherman Act. Golden Bridge Technology, a developer of wireless communications technology, brought suit against Motorola and other members of a standard-setting organization known as 3GPP (including Nokia, Qualcomm, Lucent, and T-Mobile), alleging that defendants conspired to unlawfully remove certain of Golden Bridge’s proprietary technology from the standard. Despite Golden Bridge’s contentions that Motorola had secret communications with its co-defendants in an attempt to boycott the use of Golden Bridge’s technology and drive it out of the standard, the District Court for the Eastern Dis
|
|
|
|
|
|
Quintec v. Aon Trade Credit
AON Corporation
Winston secured a big win for Aon Corporation in mid-February 2008 in a Florida appellate court. The case involved a multi-million dollar insurance coverage dispute with a Chilean computer company. The firm was retained on the eve of trial in 2006 to assist local counsel in a bitterly contested trial in Miami. The trial, which was riddled with errors, resulted in a substantial jury verdict against Aon. With accrued interest and statutory attorney fees, the case held an eight-figure post-verdict exposure to Aon. In a published opinion, the appellate court reversed the trial court in total and entered judgment as a matter of law in favor of Aon on all issues.
|
|
|
|
|
|
Veritas Operating Company v. Microsoft Corporation
Microsoft Corporation
The firm represented Microsoft in a suit brought in the Western District of Washington in which Symantec Corporation (on behalf of Veritas Software Corporation) had alleged billions of dollars of damages. The dispute centered on Microsoft's alleged misuse of Veritas trade secrets, breach of a license agreement, and patent infringement. Microsoft won a complete victory on the patent claims, with the court entering summary judgment in favor of Microsoft and adopting the finding of a Special Master that the patent in suit was invalid and that Microsoft had not infringed. Winston & Strawn was also able to engineer a settlement on the remaining claims in March 2008 at a fraction of the damages sought.
|
|
|
|
|
|
Pennington Seed, Inc. v. The Scotts Miracle-Gro Company, Inc., et al.
Central Garden & Pet
Winston & Strawn defended Pennington Seed in false advertising claims brought by competitor Scotts Miracle-Gro, and subsequently brought false advertising claims against Scotts on behalf of Pennington. Our client ran a television advertisement touting the water-saving benefit resulting from a new ingredient in its grass seed. Scotts alleged false advertising against Pennington and filed a preliminary injunction requesting that our client discontinue running its grass seed advertisement. The court denied the request. Pennington then filed a false advertising claim against Scotts, which had run an advertisement showing a person lounging on a lawn that was half green and lush and half yellow and sickly. The Scotts ad claimed that the yellow, s
|
|
|
|
|
|
UMG Recordings, Inc., et al. v. Veoh Networks, Inc., et al.
Veoh Networks, Inc.
We won an important legal victory for Veoh in a landmark case brought by Universal Music Group (UMG) for alleged direct and indirect copyright infringement for allegedly permitting third-party users to share user-generated video that contains musical performances. In this case, the court denied UMG's motion for partial summary judgment after UMG sought to prevent Veoh from asserting a “safe harbor” defense against copyright infringement. The Central District of California found the four Veoh software functions challenged by UMG to fall within the section 512(c) safe harbor and rejected UMG’s contentions that Veoh’s copying, processing, and offering access to uploaded video content disqualified Veoh from safe harbor immunity. In doing so, th
|
|
|
|
|
|
OPTi, Inc. v. Advanced Micro Devices
OPTi, Inc.
We represented OPTi in a patent infringement case in the Eastern District of Texas brought against Advanced Micro Devices (AMD) alleging infringement of OPTi’s patents related to computer chipset technology. While AMD’s last witness was on the stand, the parties reached a settlement, with AMD agreeing to pay OPTi $35 million. This settlement is part of the approximately $80 million in settlements, trial verdicts, and arbitration wins that we have achieved for OPTi.
|
|
|
|
|
|
Sale of Sierra Scientific Instruments to Given Imaging
Sierra Scientific Instruments
Representation of Sierra Scientific Instruments Holdings Corp., a portfolio
company of Water Street Healthcare Partners, in its sale to Given Imaging Ltd.
(NASDAQ: GIVN) for $35 million in cash. Sierra Scientific is a leading provider
of specialty diagnostic devices for the gastrointestinal tract.
|
|
|
|
|
|
OPTi Inc. v. NVIDIA Corporation
OPTi, Inc.
Winston & Strawn represented OPTi, a company that was formerly the leading manufacturer of core logic chipsets, in connection with its program to monetize its portfolio of patents. In October 2004, Winston attorneys filed suit on behalf of OPTi against NVIDIA Corporation seeking to enforce OPTi’s patents on key features of the PCI and LPC buses that are ubiquitous in Intel compatible computers and servers. OPTi prevailed on 13 out of 15 claim limitations at issue at a Markman hearing in April 2006. The case settled in early August 2006, netting OPTi a lump sum payment of $11 million and commitment from NVIDIA to either abandon OPTi’s PCI technology or pay going-forward royalties. Since the date of the Markman, our client’s market capitaliza
|
|
|
|
|
|
OPTi, Inc. v. Apple, Inc.
OPTi, Inc.
Winston & Strawn represented OPTi, a company that was formerly the leading manufacturer of core logic chipsets, in a patent infringement suit brought against Apple, Inc. The case sought to enforce OPTi’s patents on key features of the PCI bus, which is ubiquitous in personal computers and servers. After prevailing on the only contested Markman issue and securing a rare summary judgment of infringement, OPTi prevailed in an April 2009 jury trial in Marshall, Texas. The jury awarded OPTi 100 percent of the $19 million OPTi had requested as damages. Apple’s post-trial motions seeking to overturn the jury’s liability and damages verdict were denied. The case is currently on appeal to the Federal Circuit. The Apple jury award was one of the top
|
|
|
|
|
|
Power Plant Purchase Contract Dispute
Winston & Strawn represented a major diversified financial institution in a case filed in the District of Massachusetts involving the purchase of a power plant at the conclusion of a leveraged lease transaction. All material issues were decided in our client's favor in a decision on cross-motions for summary judgment following a period of expedited discovery.
|
|
|
|
|
|
BC Media Funding Company II et al. v. Lazauskas et al.
BC Media Funding Company, LLC
Winston & Strawn obtained summary judgment on behalf of client BC Media Funding in a lawsuit filed in New York state court and then removed to the United States District Court for the Southern District of New York. The suit was commenced against individual guarantors on a loan under an expedited New York State procedure that permits a party to move for summary judgment at the inception of the action and in lieu of filing a complaint. Our team persuaded the federal district judge that the procedure should still apply notwithstanding the guarantors’ removal of the case to federal court. The court granted the motion, rejecting defenses based on fraud in the inducement, and entered judgment against defendants in the amount of $5.4 million on Oc
|
|
|
|
|
|
Novo Nordisk A/S and Novo Nordisk Inc. v. Caraco Pharmaceutical Laboratories, Ltd. and Sun Pharmaceutical Industries, Ltd.
Caraco Pharmaceutical Laboratories, Ltd.
We represented Caraco Pharmaceutical Laboratories and Sun Pharmaceutical Industries against Novo Nordisk A/S in this Hatch-Waxman Act patent infringement case involving the oral antidiabetic drug Prandin (repaglinide), which concluded in a four-week bench trial before Judge Avern Cohn in the Eastern District of Michigan in June and August 2010.
|
|
|
|
|
|
Premium Plus Partners LP Litigation
Goldman Sachs & Co.
Winston & Strawn won an important victory on behalf of Goldman, Sachs & Co., defeating class certification in connection with a large commodities case that had been pending for four years. The case arises from Goldman’s trading of 30-Year Treasury Bonds and 30-Year Treasury Futures on October 31, 2001. On that date, Goldman allegedly received inside information that the Department of the Treasury was going to discontinue selling the 30-Year Treasury Bond and attempted to allegedly manipulate the Treasury Market with such information. According to the plaintiff, when the news went public, the price of the bonds skyrocketed and Goldman sold bonds and futures at a substantial profit. The plaintiff attempted to represent all investors who held
|
|
|
|
|
|
Taurus LLP v. Hyundai Motor America
Hyundai Motor America
An e-commerce case attacking Hyundai’s internet presence was brought by one of the more notorious and successful patent trolls. Our litigation team secured an early and favorable claim construction, which led to an early and dispositive summary judgment dismissing all claims against our client with prejudice.
|
|
|
|
|
|
JPMorgan Chase Bank $1 Billion Credit Agreement for Commonwealth Edison
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A., as administrative
agent, in structuring, arranging, and closing a credit facility for
Commonwealth Edison Company consisting of a $1 billion revolver.
|
|
|
|
|
|
San Diego County Employees Retirement Association v. Nicholas Maounis, Charles Winkler, Robert Jones, Brian Hunter and Amaranth Advisors
Amaranth Advisors L.L.C.
In a significant decision, we recently obtained the dismissal of a securities fraud action and common law claims brought against Amaranth Advisors, LLC and its executives by the San Diego County Employee’s Retirement Association. SDCERA invested $175 million in 2005 in Amaranth Partners LLC, a fund managed by Advisors. The fund did extraordinarily well throughout 2005 and up to September 2006, when it lost approximately two-thirds of its value as a result of significant losses in, and costs related to, its natural gas trading portfolio. In March 2007, SDCERA filed the lawsuit, alleging that SDCERA had been induced to invest and hold its investment in the fund through misrepresentations concerning risks associated with Amaranth’s energy trad
|
|
|
|
|
|
Amsted Industries Senior Note/Credit Facility Financing
Amsted Industries Incorporated
Winston & Strawn represented Amsted Industries Incorporated in connection with
a $500 million Rule 144A/Reg S high yield debt offering (lead initial
purchasers Morgan Stanley, Wells Fargo and BofA Merrill Lynch) together with
the syndication of an amended and restated revolving credit facility (lead
agent Bank of America).
|
|
|
|
|
|
Christopher Bosh v. Luis Zavala
Chris Bosh
Winston & Strawn obtained a victory on behalf of Toronto Raptors forward Chris Bosh, who won custody of nearly 800 domain names wrongfully appropriated from professional athletes and celebrities. The award of the domain names to Bosh follows an award of $120,000 in April 2009 for the violation of Bosh’s rights under the Federal Anti-Cybersquatting Consumer Protection Act against Luis Zavala and his company Hoopology.com, who had registered the domain "chrisbosh.com." In addition to the damage award, Winston & Strawn convinced the court to award Bosh each of the nearly 800 domains owned by Zavala and Hoopology.com. The list contains the names of famous athletes and entertainers, as well as the Raptors' president and general manager and 11 cu
|
|
|
|
|
|
Exxon Mobil Corporation v. Marsulex Refinery Services
Marsulex, Inc.
A rare result was recently achieved by Winston when a plaintiff, Exxon/Mobil, not only dismissed the action it had filed against our client, Marsulex Corp., but paid Marsulex to resolve the dispute. Marsulex had provided refinery services (e.g., emission scrubbing) for several years to one of Exxon's largest refineries in Baton Rouge, Louisiana. At the conclusion of the contract, Exxon refused payment on the final contract payment. While negotiations had commenced to resolve the dispute, Exxon filed a pre-emptive federal district court complaint in New Orleans earlier alleging that Marsulex had breached the contract and engaged in service deficiencies that resulted in approximately $30 million in damages to Exxon. A W&S team worked
|
|
|
|
|
|
Barr Laboratories v. Bayer Schering
Barr Laboratories, Inc.
In one of the more significant cases we have litigated for Barr/Teva North America, the company filed an ANDA seeking FDA approval to market its generic equivalent of the oral contraceptive pill Yasmin® (drospirenone and ethinyl estradiol). Our attorneys took the case through fact and expert discovery, argued the case during a four-week bench trial, and argued the appeal before the Federal Circuit in 2009. Bayer Schering had asserted patent infringement claims against Barr related to U.S. Patent No. 6,787,531 covering Yasmin®, which had annual U.S. sales of $575 million in 2008. On behalf of Barr, our team developed an obviousness defense, as well as additional defenses, to challenge the validity and enforceability of the Yasmin® patent. Th
|
|
|
|
|
|
Vulcan Golf v. Google et al
Oversee.net
A team of Winston lawyers successfully defended a nationwide putative class action against our client, Oversee.net. The class plaintiffs, who included former sports superstar Bo Jackson, had asserted RICO, cybersquatting, and other trademark-related claims against Oversee and several other defendants, including Google. Plaintiffs claimed that the defendants perpetrated a “deceptive domain” scheme whereby they registered and monetized domain names confusingly similar to registered and unregistered trademarks, as well as the personal names of individuals. In early 2008, the plaintiffs’ RICO claims were dismissed after several rounds of motions to dismiss, and plaintiffs’ motion for preliminary injunction was voluntarily withdrawn. Then, in l
|
|
|
|
|
|
Sewell and Diangson v. Bovis Lend Lease, Inc. and Bovis Lend Lease LMB, Inc.
Bovis Lend Lease LMB, Inc.
In July 2009, Renee Sewell commenced a lawsuit against Bovis Lend Lease, Inc.
and Bovis Lend Lease LMB, Inc. in the federal district court for the Southern
District of New York concerning alleged violations of the FLSA with respect to
alleged unpaid overtime violations on behalf of herself and all similarly
situated Assistant Project Managers, Project Engineers, and other salaried
employees below the level of Project Manager. Sewell also claimed overtime pay
violations under New Jersey and New York state laws on behalf of a class of all
Project Managers, Project Engineers, and other salaried employees below the
level of Project Manager who performed similar duties to Sewell at Bovis
worksites in New Jersey and New York. In
|
|
|
|
|
|
Senzarin v. Abbott Severance Pay Plan for Employees of Kos Pharmaceuticals
Abbott Laboratories
Our attorneys secured a victory for Abbott Laboratories in the U.S. Court of
Appeals for the Sixth Circuit, which upheld a ruling that an Abbott
pharmaceutical sales representative was ineligible for severance benefits. The
plaintiff sought the benefits after she quit on “good reason” because she
alleged she was forced to travel more than 50 miles from her home for work. But
Abbott, using a “straight-line measurement” analysis to measure distance via a
weighted average, found the pharmaceutical sales rep actually travelled under
50 miles. The court ruled that it was not unreasonable for Abbott to use its
method to calculate her distance and that Abbott did not act arbitrarily when
denying the benefits.
|
|
|
|
|
|
In re Tarragon Corporation Securities Litigation
Grant Thornton LLP
A team of Winston litigators recently obtained dismissal of a putative securities class action brought by shareholders of the real estate developer Tarragon Corporation against our client Grant Thornton LLP.
|
|
|
|
|
|
Michael F. Shanahan, Sr. Grand Jury Indictment/SEC Lawsuit
Michael F. Shanahan, Sr.
The firm achieved an extremely favorable resolution of a federal criminal case in the Eastern District of Missouri on behalf of client Michael Shanahan, Sr., former chairman of the St. Louis Blues hockey team and the Chairman and CEO of a major defense contracting company, Engineered Support Systems, Inc. (ESSI).
|
|
|
|
|
|
Sanofi-Aventis U.S. LLC et al. v. Sandoz, Inc.
Mayne Pharma Limited
We represent Hospira, Inc. in a patent litigation matter brought by Sanofi-Aventis. On the first possible day, Winston client Hospira and 10 other generic pharmaceutical manufacturers filed Abbreviated New Drug Applications (ANDAs) in an effort to be first in line to bring a generic equivalent of Eloxatin™ to market. Eloxatin™ is one of the best-selling cancer drugs in history with approximately $1.5 billion in annual U.S. sales. There were several patents that Sanofi could assert on Eloxatin™, and it sued Hospira and the other defendants for infringement of one or more of these patents (depending on the defendants’ formulation of their generic products). Winston lawyers developed a creative litigation strategy in an effort to get Hospira’s
|
|
|
|
|
|
Eli Lilly Co. v. Actavis Elizabeth LLC et al
Sun Pharmaceutical Industries, Ltd.
After a two week trial, a Winston team representing Sun Pharmaceuticals beat Eli Lilly’s patent covering Strattera, which is a leading ADHD drug that has generated over $3 billion for Lilly.
|
|
|
|
|
|
In re Norvir Antitrust Litigation
Abbott Laboratories
Winston obtained a huge victory in the Ninth Circuit for Abbott Labs. The Ninth Circuit’s decision ends a high-profile antitrust class action and cripples follow-on class actions seeking damages of more than $1.5 billion. The case involves a 400 percent price increase for Abbott’s HIV drug Norvir®. Last August, on the eve of trial before the Northern District of California, the parties to the original class action agreed to a novel high-low settlement contingent on the outcome of an interlocutory appeal. Winston designed the settlement for the express purpose of knocking-out the massive follow-on cases before the separate trial in those cases.
|
|
|
|
|
|
Tobacco Master Settlement Agreement Matter
Philip Morris USA Inc.
Winston & Strawn continues to serve as lead counsel for Philip Morris USA in its dispute over a multi-billion dollar reduction in annual payments (known as the NPM Adjustment) due by Philip Morris USA and other tobacco companies to 46 states and several other jurisdictions under the 1998 national tobacco Master Settlement Agreement (the “MSA”).
|
|
|
|
|
|
Morningstar's Acquisition of Logical Information Machines, Inc.
Morningstar, Inc.
Winston & Strawn represented Morningstar, Inc. in its acquisition of Logical
Information Machines, Inc., which is a leading provider of data and analytics
to the financial industry.
|
|
|
|
|
|
GECC - Arkansas Electric - Sale of OP Interest
Winston & Strawn represented a major diversified financial institution in the
sale of its interest in a trust that is the title holder and lessor to Arkansas
Electric of the Independence Steam Electric Station 2 in Independence County,
Arkansas.
|
|
|
|
|
|
JPMorgan/MAT Holdings $170 Million Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, National Association as the
administrative agent for a $170 million credit facility extended to MAT
Holdings, Inc.
|
|
|
|
|
|
The Boeing Company's Acquisition of Global Aeronautica
The Boeing Company
Winston & Strawn represented The Boeing Company in connection with its
acquisition from Alenia Aeronautica of its 50 percent interest in Global
Aeronautica. Global Aeronautica is one of the primary vendors in Boeing's 787
Dreamliner program. In 2008, we represented Boeing in connection with its
acquisition of Vought Aircraft Industries' 50 percent interest in Global
Aeronautica.
|
|
|
|
|
|
Steelcase Inc. Syndicated Credit Facility
Steelcase Inc.
Winston & Strawn represented Steelcase Inc., a large manufacturer of office
furniture and work environments, in putting in place a $125 million syndicated
credit facility that was co-agented by JPMorgan Chase and Bank of America.
|
|
|
|
|
|
Dominican University Bond Issuance
Dominican University
Winston & Strawn represented Dominican University in connection with the $16.2
million Village of River Forest, Cook County, Illinois Industrial Project
Revenue Bond (Dominican University Project), Series 2009 issued to MB Financial
Bank, N.A., the proceeds of which were used to refund certain outstanding bonds
issued to finance a portion of the cost of construction and renovation of
facilities on the University's campus. We also represented Dominican University
in connection with a $4.5 million Loan Agreement provided by MB Financial Bank,
N.A.
|
|
|
|
|
|
Harley-Davidson Funding Corp. $500 Million Medium-Term Note Offering
Harley-Davidson Financial Services, Inc.
Winston & Strawn recently represented Harley-Davidson Funding Corp. in a $500
million takedown from its 144A/Reg S Medium-Term Note Program. The notes were
guaranteed by Harley-Davidson Financial Services and Harley-Davidson Credit
Corp. Credit support was provided by Harley-Davidson, Inc.
|
|
|
|
|
|
Echo Global Logistics IPO
Echo Global Logistics, Inc.
Winston & Strawn represented Echo Global Logistics, Inc. in connection with its
$79.8 million initial public offering (NASDAQ: ECHO).
|
|
|
|
|
|
First Financial Holdings Inc. $65 Million Public Offering
Sandler O'Neill + Partners LP
Winston & Strawn LLP served as co-underwriter's counsel for Sandler O'Neill +
Partners L.P. in a public offering on behalf of First Financial Holdings, Inc.,
the holding company for First Federal Savings and Loan Association of
Charleston. In the public offering, First Financial raised $65.0 million by
issuing 4,193,550 shares of common stock at a price of $15.50 per share. First
Financial granted the underwriters a 30-day option to purchase up to an
additional 15 percent of the shares sold to cover over-allotments. The
underwriters fully exercised their over-allotment option, resulting in the
issuance of an additional 629,032 shares of First Financial common stock.
|
|
|
|
|
|
GATX Corporation Notes Offering
Citigroup Global Markets Inc.
Winston & Strawn represented Citigroup Global Markets Inc. and Banc of America
Securities LLC as joint book-running managers of an offering by GATX
Corporation (NYSE: GMT) of $300 million aggregate principal amount of its
4.750% senior notes due 2012.
|
|
|
|
|
|
Exelon/Exelon Generation Company $1.2 Billion Tender Offer
Exelon Corporation
Winston & Strawn represented Barclays Capital and Morgan Stanley & Co.
Incorporated in connection with tender offers by Exelon Corporation for its
$500 million 6.75% Senior Notes and Exelon Generation Company for its $699.675
million 6.95% Senior Notes.
|
|
|
|
|
|
$1.5 Billion Exelon Generation Company Senior Notes Offering
Exelon Corporation
Winston & Strawn represented underwriters led by Barclays Capital Inc., J.P.
Morgan Securities Inc., and Morgan Stanley & Co. Incorporated in connection
with the offering by Exelon Generation Company of $600 million of its 5.20%
Senior Notes due 2019 and $900 million of its 6.25% Senior Notes due 2039.
|
|
|
|
|
|
Sale of Alpine Biomed Corp. to Natus Medical
Alpine Biomed Corp.
Representation of Alpine Biomed Corp., a portfolio company of Water Street
Healthcare Partners, in its sale of its neurodiagnostic division to Natus
Medical Incorporated (Nasdaq:BABY) for $43.2 million in cash.
|
|
|
|
|
|
Anthony Flynn v. Satellier, Inc.
Satellier
Winston & Strawn represented Satellier against a former employee, Anthony
Flynn. Mr. Flynn alleged Satellier had terminated his employment without cause
and he was owed severance pay and other benefits. Satellier contended that Mr.
Flynn resigned his employment. After a three day hearing, the Arbitrator issued
an opinion and award concluding that Flynn had resigned and was not entitled to
any severance under his employment agreement.
|
|
|
|
|
|
Alpine Biomed Corp. Merges GDx Division with Sierra Scientific Instruments
Alpine Biomed Corp.
Representation of Alpine Biomed Corp., a portfolio company of Water Street
Healthcare Partners, in the merger of its gastrodiagnostic division with Sierra
Scientific Instruments, Inc. Sierra Scientific Instruments, Inc. pioneered the
technology that produced the first high-resolution pressure images of the
entire esophagus. Alpine Biomed Corp. moved all of its gastrodiagnostic
products under the Sierra Scientific name.
Alpine Biomed’s merger with Sierra Scientific marked its third transaction to
expand its business since 2007, when it partnered with Water Street Healthcare
Partners. Water Street maintained a controlling interest in the combined
company.
|
|
|
|
|
|
Acquisition of Fabpro Oriented Polymers, LLC
Tricor Pacific Capital, Inc.
Winston & Strawn assisted our client, Tricor Pacific Capital, Inc., with its
purchase of Fabpro Oriented Polymers, LLC, a subsidiary of Polymer Group, Inc.
|
|
|
|
|
|
Ganzy and Vidot v. Sun Chemical Corp.
Sun Chemical Corporation
Winston & Strawn represented Sun Chemical in a lawsuit brought by former
Hispanic and African-American employees alleging race discrimination after they
were discharged upon the employer's discovery that they had lied about their
criminal histories on employment applications. The U.S. District Court for the
Eastern District of New York granted the defendant's motion for summary
judgment.
|
|
|
|
|
|
Marsha Bartel v. NBC Universal Inc.
NBC Universal
On behalf of NBC, we successfully defended the dismissal of a suit for breach
of an employment contract involving a producer who was asked to work on the
Dateline NBC program “To Catch A Predator.” We argued against the expansion of
a state law exception to at-will employment based on the employee’s reporting
of alleged ethical misconduct. The Seventh Circuit accepted our position and
ruled in our favor. The matter closed in September 2008.
|
|
|
|
|
|
Arrington v. Abbott Laboratories
Abbott Laboratories
We successfully represented Abbott Laboratories in a multi-plaintiff case
alleging breach of fiduciary duty under ERISA. The case was brought by 31
former employees of Abbott’s Rocky Mount, N.C., facility who lost their
retirement savings in a Ponzi scheme and contended that Abbott and Putnam
Fiduciary Trust Co., the administrator of Abbott’s retirement plan, were
allegedly responsible. Plaintiffs argued that Abbott regularly allowed the
Ponzi scheme artist to attend parties at the facility and held him as a
reputable “investment advisor.” The court found that Abbott never endorsed any
investment advisor. In addition, the court found that neither Abbott nor Putnam
breached any fiduciary duty toward the plaintiffs when they
|
|
|
|
|
|
Nauman v. Abbott Laboratories
Abbott Laboratories
After an eight-day bench trial following six years of litigation, our attorneys
secured a complete victory for Abbott Laboratories in a class action involving
8,000 members who claimed a right to more than $350 million in lost employee
benefits. The plaintiffs alleged that Abbott violated ERISA by spinning off its
largest division to form a new $7 billion company, Hospira, allegedly for the
purpose of interfering with employee benefits. The court disagreed, ruling in
Abbott’s favor on every claim.
|
|
|
|
|
|
Argo Re, Ltd. Letter of Credit Agreement
JPMorgan Chase Bank, N.A.
Winston & Strawn assisted JPMorgan Chase Bank, N.A. in a bilaterial letter of
credit facility with their client Argo Re, Ltd.
|
|
|
|
|
|
Perius v. Abbott Laboratories
Abbott Laboratories
Winston & Strawn defended Abbott Laboratories in federal court against
allegations brought by the plaintiff alleging Abbott wrongfully terminated his
employment for whistleblowing, cancelled his stock options in a breach of
contract, defamed him, and intentionally inflicted emotional distress. The
plaintiff also sought indemnity for all of his legal expenses. Both parties
moved for summary judgment on all claims.
|
|
|
|
|
|
Employee v. Major Electronics Company
Winston & Strawn successfully defended a major electronics manufacturer in an
action brought by a former employee. The plaintiff alleged he was not promoted
and was terminated due to his race, disability, national origin, and gender.
The U.S. District Court for the Northern District of Illinois granted our
client’s motion for summary judgment as to all claims. The court held that the
plaintiff had not established that he was disabled within the meaning of the
ADA, he was not qualified for the promotion, he was not meeting our client’s
legitimate expectations in his position, he could not identify any similarly
situated employees, our client had a legitimate, non-discriminatory reason for
its actions, and he could not estab
|
|
|
|
|
|
J.P.Morgan Securities Underwritten Public Offering
JPMorgan Securities Inc., Chicago Office
Winston & Strawn acted as underwriters' counsel representing J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as lead underwriters, in
connection with a $300 million debut senior debt offering for Raymond James
Financial, Inc.
|
|
|
|
|
|
Ultreo v. Proctor & Gamble
Ultreo, Inc.
Winston has scored a major victory for its client, Ultreo, Inc., against the Procter & Gamble Company, in the U.S. District Court for the Southern District of New York.
|
|
|
|
|
|
Bank of America Loan Transactions
Bank of America. N.A.
Winston & Strawn represented Bank of America Financial Institutions Group in
separately establishing uncommitted secured credit facilities for five
broker-dealers.
|
|
|
|
|
|
Fortis Bank Global Clearing N.V. Acquisition of Fortis Clearing Americas LLC
Fortis Bank Global Clearing N.V.
Winston & Strawn acted as U.S. counsel to Fortis Bank Global Clearing N.V. in
its purchase of Fortis Clearing Americas LLC from FSI Holdings, Inc.
|
|
|
|
|
|
John Gacek v. American Airlines, Inc.
American Airlines
Plaintiff John Gacek filed suit against his former employer, American Airlines,
alleging that he was terminated in retaliation for pursuing rights under the
Illinois Worker's Compensation Act.
|
|
|
|
|
|
Entercom Boston LLC, Employer, and Gerald J. Callahan, Petitioner, and American Federation of Television and Radio Artists, Union, Case 1-RF-2017
Citadel Broadcasting Corporation
Winston & Strawn represented Entercom Boston LLC, an affiliate of Entercom
Communications Corp., which owns and operates a nationwide portfolio of radio
stations, in a hearing before the National Labor Relations Board (NLRB)
following a mail ballot election to decertify the American Federation of
Television and Radio (AFTRA).
|
|
|
|
|
|
$500 Million Credit Facility Extended to The Mosaic Company
Wells Fargo & Company
We represented Wells Fargo Bank, N.A. as the administrative agent for a new
$500 million revolving credit facility extended to The Mosaic Company.
|
|
|
|
|
|
Molex Incorporated $195 Million Revolving Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank as administrative agent in
connection with the extension of a $195 million revolving credit facility to
Molex Incorporated. The credit facility is multicurrency and unsecured.
|
|
|
|
|
|
The Boeing Company's Acquisition of eXMeritus Software, Inc. and eXMeritus Software Federal Systems, Inc.
The Boeing Company
Winston & Strawn represented The Boeing Company in connection with its
acquisition of eXMeritus Software, Inc. and eXMeritus Software Federal Systems,
Inc., which provide hardware and software to federal government and law
enforcement agencies for sharing information securely across classified and
unclassified networks and systems.
|
|
|
|
|
|
Illinois Tool Works $2 Billion 364-Day Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, National Association, as
administrative agent in connection with the extension of a $2 billion 364-day
credit facility to Illinois Tool Works Inc.
|
|
|
|
|
|
System Capital Corporation Amendment and Extension of Bank Facilities
System Capital Corporation
Winston & Strawn represented System Capital Corporation and its subsidiaries in
connection with the amendment and extension of its $250 million liquidity
agreement, the amendment and extension of its $3 million revolving credit
facility agreement, and the extension of its $5 million letter of credit, all
in support of Golden Funding Corporation's commercial paper program.
|
|
|
|
|
|
GATX Corporation Notes Offering
Citigroup Global Markets Inc.
Winston & Strawn represented Banc of America Securities LLC and Citigroup
Global Markets Inc. as joint book-running managers of an offering by GATX
Corporation of $300 million aggregate principal amount of its 8.750% senior
notes due 2014.
|
|
|
|
|
|
In Re: Aqua Dots Products Liability Litigation
Spin Master Ltd.
Winston & Strawn represents Spin Master in nine class action cases involving its Aqua Dots toy, alleged to contain the drug GHB, also known as the date rape drug, pending as an MDL case in the Northern District of Illinois.
|
|
|
|
|
|
Dyson Technology Limited and Dyson, Inc. v. Maytag Corp.
Hoover Company
|
|
|
|
|
|
World Fuel Services Acquisition of TGS Petroleum
World Fuel Services Corporation
Winston & Strawn represented World Fuel Services in the acquisition of
substantially all of the assets of TGS Petroleum, a distributor of motor fuel
products and services in Illinois.
|
|
|
|
|
|
Newell Rubbermaid Senior Notes Offering
JPMorgan Securities Inc., Chicago Office
Winston & Strawn represented J.P. Morgan Securities Inc. and Banc of America
Securities LLC as joint book-running managers of an offering by Newell
Rubbermaid Inc. of a $300 million aggregate principal amount of its 10.60
percent senior notes due 2019.
|
|
|
|
|
|
Newell Rubbermaid Convertible Notes Offering
JPMorgan Securities Inc., Chicago Office
Winston & Strawn represented Merrill Lynch, Pierce, Fenner and Smith
Incorporated, and J.P. Morgan Securities Inc. as joint book-running managers of
a $345 million registered offering by Newell Rubbermaid Inc. of its 5.5 percent
convertible senior notes due 2014.
|
|
|
|
|
|
$250 Million PECO Energy Company First and Refunding Mortage Bonds
Exelon Corporation
Winston & Strawn represented BNP Paribas Securities Corp., Loop Capital Markets
LLC, Morgan Stanley & Co. Incorporated, and Wachovia Capital Markets, LLC in
the offering of $250 million PECO Energy Company First and Refunding Mortgage
Bonds, 5.00% Series due 2014.
|
|
|
|
|
|
Illinois Tool Works Inc. Notes Offering
Illinois Tool Works Inc.
Winston & Strawn represented HSBC Securities (USA) Inc. and Banc of America
Securities LLC as joint book-running managers of an offering by Illinois Tool
Works Inc. of $1.5 billion aggregate principal amount of its 5.15% notes due
2014 and 6.25% notes due 2019.
|
|
|
|
|
|
Selected Representations of Cornelius M. Murphy
|
|
|
|
|
|
Insituform Technologies, Inc. $127.8 Million Securities Offering
Merrill Lynch & Company, Inc.
We represented Merrill Lynch & Co. as sole bookrunning lead manager and Janney
Montgomery Scott LLC and Stifel Nicolaus as co-managers in connection with an
SEC-registered public offering of 10.35 million shares of common stock of
Insituform Technologies, Inc.—a leading worldwide provider of proprietary
technologies and services for rehabilitating sewer, water, and other
underground piping systems without digging or disruption—at a price of $13 per
share ($127.8 million in the aggregate).
|
|
|
|
|
|
Raymond James Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank in the syndication of a new
$100 million revolving credit facility for Raymond James Financial, Inc.
|
|
|
|
|
|
Thomas G. Ong v. Sears, Roebuck & Co. Inc.
Goldman Sachs & Co.
We successfully represented Bear Stearns & Co., Credit Suisse Securities (USA), LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Lehman Brothers, and Merrill Lynch & Co., Inc. in a purported securities class action arising from three 2002 debt offerings by Sears Roebuck Acceptance Corp. (SRAC) filed in the U.S. District Court for the Northern District of Illinois. The complaint alleged violations of Section 10b of the Exchange Act and Sections 11 and 12 of the Securities Act against SRAC, its parent, Sears Roebuck & Company, various officers and directors of those companies and the respective lead underwriters of the debt offerings. We successfully moved to dismiss the Section 11 and 12 claims against three of our clients in th
|
|
|
|
|
|
Montgomery v. American Airlines, Inc.
American Airlines
This case involving a former probationary mechanic received notable press when
it was filed in 2007. Plaintiff alleged that he was racially discriminated
against by co-workers and harassed. He also alleged racial discrimination for
being required to take an exam to pass out of his probationary period as a
mechanic, and for having failed the exam by being asked questions to which
there were no answers. The court granted summary judgment on all counts. The
case is currently on appeal.
|
|
|
|
|
|
Jackson v. American Airlines, Inc.
American Airlines
The plaintiff, a former fueler for American, filed a two-count complaint in
federal court alleging age and race-based discriminatory suspension and
discharge. American discharged the plaintiff after he submitted payroll
authorizations seeking to get paid for time he did not work. Our attorneys won
summary judgment on both counts.
|
|
|
|
|
|
Nuveen Investments Acquisition of Winslow Capital Management
Nuveen Investments LLC
Winston & Strawn represented Nuveen Investments, Inc. in its acquisition of all
of the outstanding stock of Winslow Capital Management, Inc.
|
|
|
|
|
|
IDCG Registration with CFTC and Sale of Controlling Stake to NASDAQ
International Derivatives Clearing Group
Winston & Strawn represented International Derivatives Clearing Group, LLC
(IDCG), and its wholly owned subsidiary, International Derivatives
Clearinghouse, LLC (IDCH) in registering IDCH with the CFTC as a derivatives
clearing organization for interest rate swaps. This new clearing facility is
expected to provide a tool to major interest rate swap market participants for
managing their counterparty credit exposure and to banks for reducing
regulatory capital requirements by permitting them to shift their credit swap
risk from a bilateral OTC exposure to a regulated central counterparty. Winston
& Strawn also served as co-counsel to the company in the sale to NASDAQ of an
80% equity stake in IDCG.
|
|
|
|
|
|
Boeing's Acquisition of Digital Receiver Technology, Inc.
The Boeing Company
Winston & Strawn represented The Boeing Company in connection with its
acquisition of Digital Receiver Technology, Inc., which develops hardware and
software products for wireless surveillance and tracking equipment for federal
government and law enforcement customers.
|
|
|
|
|
|
Midland Paper Company $60 Million Revolving Credit Facility
Midland Paper Company
Winston & Strawn represented Midland Paper Company in connection with a $60
million revolving credit facility with Bank of America, N.A., which refinanced
the company's inventory line of credit and replaced its previous securitization
facility with The Royal Bank of Scotland plc.
|
|
|
|
|
|
Illinois Finance Authority Pooled Financing Program Letter of Credit
Northern Trust
Winston & Strawn represented Northern Trust in connection with the increase of
its letter of credit which supports payments of principal and interest on
commercial paper notes issued by the Illinois Finance Authority. The most
recent issuance of $75 million in notes was made to provide tax-exempt
financing for NorthShore University HealthSystem, a new participant in the
program.
|
|
|
|
|
|
Northern Trust Letter of Credit for Rush University Medical Center
Northern Trust Company- Public
Winston & Strawn represented Northern Trust in connection with the issuance of
a new letter of credit that supports payment of principal and interest on the
issuance of $50 million in Illinois Finance Authority Variable rate demand
revenue bonds.
|
|
|
|
|
|
In re Countrywide Financial Corporation Securities Litigation
Grant Thornton LLP
A Winston & Strawn team won dismissal with prejudice of all claims against Grant Thornton in the consolidated securities class action cases concerning mortgage giant Countrywide.
|
|
|
|
|
|
Melin v. PHH Mortgage Corporation
PHH Mortgage Corporation
Winston & Strawn successfully represented a mortgage lender in a putative class action in which the plaintiff asserted state law claims premised on the allegation that the defendant required the plaintiff to obtain hazard insurance coverage in an amount greater than the replacement value of the improvements on the property.
|
|
|
|
|
|
Waud Capital Equity Investment in Maxum Petroleum
Waud Capital Partners, L.L.C
Winston & Strawn represents Waud Capital Partners which, along with Metalmark
Capital, has reached an agreement to make a $300 million equity investment in
Maxum Petroleum, Inc., a leading energy logistics company.
|
|
|
|
|
|
In Re: Amaranth Natural Gas Commodities Litigation
Amaranth Advisors L.L.C.
In a case closely watched by the financial industry, a Winston & Strawn team recently won a motion to dismiss ruling on behalf of our clients Amaranth Advisors, L.L.C. and Amaranth Advisors (Calgary) ULC (together, "Amaranth"), Amaranth Group Inc., Amaranth Management Limited Partnership, Amaranth Partners LLC and Amaranth Capital Partners LLC (the "Other Amaranth Entities"), in a class action commodities manipulation lawsuit. Plaintiffs claimed that Amaranth Advisors and the Other Amaranth Entities manipulated the NYMEX natural gas futures market from February through September 2006 by driving prices up because of their continuous large volume trading throughout the class period, as well as by driving prices down on three specific contract
|
|
|
|
|
|
People of the State of New York by Eliot Spitzer, the Attorney General of the State of New York v. Richard A. Grasso, et al.
New York Stock Exchange
In a high-profile Wall Street investigation, Winston & Strawn attorneys, led by Dan Webb, conducted an internal investigation at the New York Stock Exchange related to the compensation of its former Chairman and CEO, Richard A. Grasso, who resigned after public disclosure of his compensation package. Following Winston’s investigation, summarized in what is now known as the “Webb Report,” the New York’s Attorney General's Office sued Grasso for the return of more than $120 million in compensation. The Attorney General’s lawsuit claimed that, during the time that the NYSE was a not-for-profit corporation, Grasso’s level of executive pay violated the requirement under New York’s Not-For-Profit Corporation Law (“N-PCL”) that compensation of not
|
|
|
|
|
|
K.A. Steel Chemicals Inc. Syndicated Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A. as administrative agent,
agent, and lender in a secured $70 million revolving credit facility for K.A.
Steel Chemicals Inc.
|
|
|
|
|
|
$850 Million Bunge Limited Syndicated Revolving Credit Facility
Bunge Corporation
We represented Bunge Limited in an $850 million 364-day syndicated revolving
credit facility arranged by JPMorgan Chase Bank N.A.
|
|
|
|
|
|
Industrial Opportunity Partners Acquire Greenwood Metal Products
Industrial Opportunity Partners, LLC
We recently represented Industrial Opportunity Partners, LLC in its acquisition
of substantially all of the assets of Greenwood Metal Products, Inc., which is
engaged in the business of custom metal fabrication and stamping.
|
|
|
|
|
|
Matlink, Inc. and Craig Freeman v. The Home Depot USA and Lowe’s HIW, Inc.
Lowes Companies, Inc.
A team of Winston & Strawn attorneys defeated Matlink Inc. and alleged inventor Craig Freeman in a patent infringement action filed against client Lowe’s HIW, Inc. and co-defendant Home Depot U.S.A. The initial complaint alleged that Lowe’s infringed two patents for a Construction Supplies and Material Ordering System that purported to provide a computer program and business method for ordering materials over the Internet. After first succeeding in renovating the case by having the first “parent” patent dismissed with prejudice, the Winston team won sanctions against plaintiff and opposing counsel for discovery abuses and then prevailed on a motion for summary judgment for indefiniteness that invalidated all asserted claims of the remaining
|
|
|
|
|
|
PECO Energy Company $300 Million Bond Issuance
Banc of America Securities LLC
Winston & Strawn represented Banc of America Securities LLC, Merrill Lynch &
Co. Incorporated, and Scotia Capital (USA) Inc. in a $300 million offering of
First and Refunding Mortgage Bonds issued by PECO Energy Company.
|
|
|
|
|
|
CPI Card Group Acquisition of Metaca Corporation
CPI Card Group
Winston & Strawn represented CPI Card Group, a portfolio company of Tricor
Pacific Capital, in its acquisition of Canadian-based Metaca Corporation.
|
|
|
|
|
|
Bunge Limited 10 Billion Yen Term Loan Facility
Bunge Corporation
Winston & Strawn represented Bunge Limited in connection with a 10 billion
Japanese yen syndicated term loan facility arranged by The Bank of
Tokyo-Mitsubishi UFJ, Ltd.
|
|
|
|
|
|
JAIX Leasing $60 Million Credit Facility
FreightCar America, Inc.
Winston & Strawn represented JAIX Leasing, a subsidiary of FreightCar America,
in the establishment of a $60 million asset-based revolving credit facility
with Bank of America acting as administrative agent and arranger.
|
|
|
|
|
|
Otter Tail Corporation Common Stock Offering
Merrill Lynch Investment Bank
Winston & Strawn represented Merrill Lynch & Co. and other underwriters in
connection with a $155.25 million registered public offering of common shares
by Otter Tail Corporation.
|
|
|
|
|
|
Basin Water Acquisition of Water-Treatment Technologies Business
Basin Water, Inc.
Winston & Strawn represented Basin Water in its acquisition of the
water-treatment technologies business of Shaw Environmental, Inc., Shaw
Environmental & Infrastructure, Inc., and Envirogen, Inc. We also represented
Basin Water in its settlement of a disputed claim against Shaw for amounts
Basin Water claimed to be owed by Shaw.
|
|
|
|
|
|
Eastman Kodak Company, NAD Case #4874
Eastman Kodak
Winston & Strawn partners secured a significant victory before the National Advertising Division (NAD) of the Council of Better Business Bureaus Canon USA challenged Kodak's advertising campaign for its ink jet printers, and in particular, the claim that consumers using Kodak printers could "save up to 50%" on ink.
|
|
|
|
|
|
Wm. Wrigley Jr. Company, NAD Case #4855
Wm. Wrigley Jr. Company
Winston represented Wm. Wrigley Jr. Co. before the National Advertising Division (NAD) in a challenge brought by Cadbury against Wrigley's advertising for its Orbit, Extra, and Eclipse gums claiming that Orbit, Extra, and Eclipse were the first and only chewing gums approved by the ADA to strengthen teeth and help prevent cavities.
|
|
|
|
|
|
Refco v. Grant Thornton
Grant Thornton LLP
Refco collapsed amid allegations that the brokerage firm’s senior executives had engaged in an elaborate scheme to hide massive losses from its customers and investors, as well as from the firm’s outside audit firm, Grant Thornton LLP. Winston represents Grant Thornton in the consolidated lawsuits that followed the fraud’s disclosure. Those suits have included two putative securities fraud class action lawsuits and several common-law tort suits brought by Refco customers and investors, as well as a massive tort suit brought by a Litigation Trustee appointed in Refco’s bankruptcy.
We succeeded in removing several cases from state court and in defeating motions to remand. In all of the cases in which motions to dismiss have been decided,
|
|
|
|
|
|
Illinois Finance Authority - OSF Healthcare System
Northern Trust
Winston & Strawn represented The Northern Trust Company in connection with the
increase of its letter of credit, which supports payments of principal and
interest on commercial paper notes issued by the Illinois Finance Authority
under its pooled financing program. The most recent issuance of notes was made
to provide financing for OSF Healthcare System, a new participant in the pooled
financing program.
|
|
|
|
|
|
The Boeing Company's Acquisition of Insitu, Inc.
The Boeing Company
We represented The Boeing Company in its acquisition of Insitu, Inc., a leading
developer and manufacturer of unmanned aerial vehicles.
|
|
|
|
|
|
J.B.D.L. Corp., et al. v. Wyeth-Ayerst Laboratories, Inc., et al.; CVS Meridian Inc. and Rite Aid Corp. v. Wyeth, 485 F.3d 880 (6th Cir. 2007)
Wyeth
Winston & Strawn represented Wyeth Pharmaceuticals and Wyeth in an antitrust class action brought by direct purchasers of Wyeth’s estrogen therapy product, Premarin®, one of the most prescribed medications in the world. The plaintiffs claimed that Wyeth violated Sections 1 and 2 of the Sherman Act by entering into restrictive rebate contracts with pharmacy benefit managers (PBMs) and other managed care organizations, allegedly leading to higher prices to direct purchasers. This case consolidated a class action and another lawsuit brought under Section 2 of the Sherman Act by two opt-outs, CVS Meridian, Inc. and Rite-Aid Corporation. In June 2005, the federal court in the Southern District of Ohio granted Wyeth’s motion for summary judgment,
|
|
|
|
|
|
Nustad v. Wyeth ("Fen-Phen" class action)
Wyeth
As regional trial counsel for Wyeth Pharmaceuticals, our attorneys tried an individual plaintiff case in Gilmer, Texas, which settled prior to closing arguments. The case is one of numerous opt-out "Fen-Phen" product liability cases against Wyeth, arising out of the widespread use of fenfluramine (Pondium) and dexfenfluramine (Redux) prescription drugs manufactured by Wyeth to treat obesity, which were withdrawn from the market in 1997.
|
|
|
|
|
|
Katherine Fettke v. McDonald’s, Bantransfats.com v. McDonald’s
McDonald's Corp.
In 2002, McDonald’s announced that it planned to reduce the trans fatty acid (TFA) levels of its fried foods, but operational difficulties delayed the change.
|
|
|
|
|
|
Kodiak Funding Acquisition of 280 Appleridge
Kodiak Funding, LP
Winston & Strawn represented Kodiak Funding, LP in its purchase of all of the
membership interests in 280 Appleridge, LLC, the sole managing member of
Attentus Management Group, LLC, a collateral manager for various CDOs.
|
|
|
|
|
|
Macquarie Investment in Harley Marine Services
Macquarie Securities USA Inc.
We recently represented our client, Macquarie Capital, in a transaction in
which Macquarie and a third party investor, Laurel Crown Capital, made an
equity investment in Harley Marine Services, Inc., a Seattle-based company that
owns and operates vessels in the U.S. Coastwise trade.
|
|
|
|
|
|
Kodiak Funding $36.5 Million Private Placement
Kodiak Funding, LP
Winston & Strawn represented Kodiak Funding, LP in an approximately $36.5
million offering of its common units in a private placement.
|
|
|
|
|
|
American Capital/Contec Subordinated Note Issuance
American Capital, Ltd.
We represented American Capital, Ltd. as note agent in connection with the
issuance by Contec LLC of $135 million of senior and junior subordinated notes
to fund in part the purchase of Contec Holdings, Ltd. by an affiliate of Bain
Capital.
|
|
|
|
|
|
Smurfit-Stone Acquisition of Calpine Corrugated
Smurfit Stone Container Corporation
Winston & Strawn represented Smurfit-Stone Container Corporation in its
acquisition of a 90 percent interest in Calpine Corrugated, LLC, an independent
corrugated container producer in Fresno, Calif., which included the negotiation
of a $40 million equipment financing provided by CIT and a $12 million working
capital facility provided by Union Bank of California.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Discover Financial Services Acquisition of Diners Club
Discover Financial Services
An international team of Winston & Strawn attorneys led by Chicago partner
Terry Brady represented Discover Financial Services in its acquisition of the
Diners Club International network. The deal adds more than $30 billion per year
in spend volume outside of North America; the Diners Club brand and trademarks;
its employees; and agreements with 44 network licensees who issue Diners Club
cards and maintain an acceptance network in 185 countries and territories
worldwide.
|
|
|
|
|
|
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.
|
|
|
|
|
|
United States v. Efrain Santos & Benedicto Diaz
Winston & Strawn (Pro Bono)
On June 2, 2008 a team of Winston & Strawn lawyers scored a victory in the United States Supreme Court on behalf of pro bono client Benedicto Diaz.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Performance Trust Private Placement
PT Financial, LLC
Winston & Strawn represented Performance Trust Opportunity Fund I, LP, a newly
formed private investment fund, in connection with the private placement of
$22.6 million in limited partnership interests.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Significant Cases of Robert F. Denvir
Robert Denvir serves as chairman of the firm’s tax department, and focuses his practice exclusively on tax controversy matters, including representation of clients in federal and state audits, appeals, administrative hearings, and litigation.
|
|
|
|
|
|
Miller v. American Airlines
American Airlines
Winston & Strawn represented American Airlines in an EEOC claim brought by
flight engineers after the airline eliminated all remaining flight engineer
positions in 2002. In the 1980s, American had entered into an agreement with
the flight engineers' union that guaranteed that should flight engineer
positions be eliminated, any then-current flight engineer would be guaranteed
another comparably paying position with the airline until the flight engineer
reached normal retirement age. The plaintiffs, all in their seventies, claimed
that they were discriminated against because they were not provided comparably
paying positions by the airline upon the elimination of the flight engineer
position, even though they were offered o
|
|
|
|
|
|
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.
|
|
|
|
|
|
HealthSouth Securities Class Action
Ernst & Young
In this securities class action, stockholders and bondholders of HealthSouth Corporation brought claims against Ernst & Young under Section 10(b) of the Exchange Act and Section 11 of the Securities Act. E&Y was the independent auditor for HealthSouth, whose former officers pled guilty to artificially inflating HealthSouth’s income statement and balance sheet by several billion dollars. The plaintiffs claimed E&Y’s audit opinion letters to HealthSouth’s board of directors, which were included in HealthSouth’s Form 10Ks, were materially false or misleading. From the perspective of the auditor-defendant, the securities case was complicated by two additional facts. First, HealthSouth has publicly stated that the financial statements audited by
|
|
|
|
|
|
Ortho-McNeil Pharmaceuticals v. Caraco Pharmaceutical Laboratories Ltd.
Caraco Pharmaceutical Laboratories, Ltd.
Winston & Strawn represented Caraco Pharmaceutical Laboratories Ltd. in an action brought by Ortho-McNeil Pharmaceutical Inc. in the District Court of New Jersey in which Ortho-McNeil asserted that Caraco infringed certain claims of U.S. Reissue Patent No. RE39,221. The patent purported to cover the pain reliever marketed as Ultracet®, which is a combination of tramadol and acetaminophen. The court granted summary judgment for Caraco, holding that Ortho-McNeil's asserted claims were obvious and therefore invalid as a matter of law. This decision paves the way for Caraco's continued distribution and sale of its popular generic version of Ultracet®.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Associated Bank v. Milwaukee Immediate Care Corporation
Milwaukee Immediate Care Corporation
A Winston & Strawn pro bono team represented the Milwaukee Immediate Care Corporation (MICC), operator of an inner city health care clinic, in a lawsuit brought by Associated Bank.
|
|
|
|
|
|
Caraco Pharmaceuticals v. Forest Laboratories
Caraco Pharmaceutical Laboratories, Ltd.
A team of Winston & Strawn lawyers obtained a major victory on behalf of Caraco Pharmaceuticals, a subsidiary of Sun Pharmaceuticals. The case involves U.S. Patent No. 6,916,941, one of two critical patents that protects Lexapro, a $2 billion-per-year anti-depressant manufactured by Forest Laboratories. Under the Hatch Waxman Act, Caraco is prohibited from entering the market for generic Lexapro until it obtains an order stating that the ‘941 patent was invalid or not infringed. But when Caraco sought a declaratory judgment to that effect, Forest unilaterally granted Caraco a covenant not to sue for infringement, seeking to avoid trial and arguing that the covenant eliminated the case or controversy—thus depriving the district court of juri
|
|
|
|
|
|
Bunge Limited Syndicated European Credit Facility
Bunge Corporation
Winston & Strawn represented Bunge Limited in a $650 million syndicated
European revolving credit facility arranged by Fortis Bank (Nederland) N.V. The
borrower was Bunge Finance Europe B.V., a company formed in the Netherlands,
and Bunge Limited provided a parent guaranty.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Syndicated Revolving Credit Facility
Wendy's International, Inc.
Winston & Strawn represented Wendy's International, Inc. in connection with a
$200 million unsecured syndicated credit facility arranged by JPMorgan Chase
Bank, N.A.
|
|
|
|
|
|
Old Orchard Urban Limited Partnership v. Harry Rosen, Inc.
Harry Rosen, Inc.
Winston & Strawn represented Harry Rosen, Inc., a Canadian corporation, in a contract lawsuit filed in Cook County, Illinois, by Old Orchard Urban Limited Partnership (Urban) seeking to enforce and collect on a default judgment entered against Specialty Stores, an indirect subsidiary of Harry Rosen. Urban obtained a $2.7 million default judgment in federal court against Specialty Stores relating to a lease of a store in the Old Orchard Shopping Center in Skokie, Illinois. After Specialty Stores failed to satisfy the judgment due to insolvency, Urban filed a lawsuit against Harry Rosen seeking to pierce the corporate veil and collect the default judgment plus post-judgment interest and attorneys fees for a total of more than $4 million. The
|
|
|
|
|
|
The Regents of The University of California, Abbott Molecular, Inc. and Abbot Laboratories, Inc. v. Dakocytomation California Inc.
Abbott Laboratories
In an appeal concerning a pioneering patent on DNA-based diagnostic technology, Winston & Strawn attorneys prevailed before the Federal Circuit Court of Appeals on behalf of our clients Abbott Laboratories and The Regents of the University of California.
|
|
|
|
|
|
Chamberlain Group v. Lear Corporation
Lear Corporation
The Federal Circuit Court of Appeals issued a unanimous opinion reversing and vacating a preliminary injunction issued by the Northern District of Illinois against Winston & Strawn client Lear Corporation. The preliminary injunction had prohibited Lear from making and selling its Car2U universal garage door opener device, except under its existing contracts with General Motors.
|
|
|
|
|
|
O'Keeffe's Inc. v. Underwriters Laboratories
Underwriters Laboratories Inc.
Winston & Strawn represented Underwriters Laboratories (UL) is a lawsuit claiming unfair competition and fraud brought by O'Keeffe's Inc. in the Northern District of California. O'Keeffe's, a large manufacturer of fire resistant glazing, alleged that UL had unfairly sided with O'Keeffe's competitors in UL's testing of fire resistant glazing under UL safety standards. O'Keeffe's sought a temporary restraining order and preliminary injunction; UL filed a motion to dismiss. After a hearing, the Northern District of California issued an order denying O'Keeffe's motion for preliminary injunction and granting UL's motion to dismiss, with prejudice.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Winston Represents Pro Bono Client in Religious Rights Case
A Winston & Strawn pro bono team represented a prisoner at supermaximum Tamms Correctional Center before the Southern District of Illinois and secured for our client the acknowledgement of his right to change and practice his religious beliefs (Judaism).
|
|
|
|
|
|
Shuffle Master Inc. v. VendingData Corporation
Elixir Gaming Technologies, Inc.
On Feb. 1, 2008, the U.S. District Court for the District of Nevada granted summary judgment to Winston & Strawn client Elixir Technologies (f/k/a VendingData Corp.), finding that the company’s PokerOne Automatic Card Shuffler did not infringe patents held by Shuffle Master, Inc., (SMI), its main competitor. In 2004, SMI preliminarily enjoined VendingData from selling the PokerOne. Winston & Strawn entered the case and convinced the Federal Circuit Court of Appeals to first stay and then vacate the preliminary injunction. After a favorable ruling on the construction of the patent, VendingData was able to stay a bruising discovery battle pending and ultimately win the case for VendingData on summary judgment. An appeal of the judgment by Shu
|
|
|
|
|
|
In re: Christian County Generation, LLC PSD Appeal No. 07-01
Christian County Generation, LLC
Winston & Strawn represented Christian County Generation, LLC before the Environmental Appeals Board in Washington, D.C. regarding a Petition for Review of an air operating permit issued to our client by the Illinois Environmental Protection Agency. The Petition for Review was filed in opposition to the issuance of the permit and the construction of a state-of-the-art, $2 billion clean-coal electric energy facility that Christian County Generation plans to build near Taylorville, Illinois. The filing of the Petition automatically rendered the issued air permit ineffective, preventing any further construction on the project pending the Environmental Appeals Board decision. The Board decided in favor of our client and denied the Petition fo
|
|
|
|
|
|
CPI Card Group Acquisition of Didier
CPI Card Group
Winston & Strawn represented CPI Card Group, a portfolio company of Tricor
Pacific Capital, in its acquisition of Wm. A. Didier & Sons, Inc., a leading
manufacturer of credit, debit, and ATM cards.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Roofing Manufacturing Equipment Lease
Winston & Strawn represented a major diversified financial institution in a
lease transaction involving equipment for manufacturing shingles and roofing
materials leased to Building Materials Manufacturing Corporation ("BMMC"). The
equipment is in use at BMMC's manufacturing facilities in California, Indiana,
and Maryland.
|
|
|
|
|
|
Semiconductor Manufacturing Equipment Lease
Winston & Strawn represented a major diversified financial institution in a
sale and leaseback transaction involving semiconductor manufacturing equipment
used by a subsidiary of Qimonda AG in its fabrication facility in Richmond, Va.
|
|
|
|
|
|
Novartis v. Sun Pharmaceuticals
Sun Pharmaceutical Industries, Ltd.
Winston & Strawn secured a significant settlement for client Sun Pharmaceuticals in a patent infringement lawsuit brought by Novartis involving its Alzheimer's drug Exelon® (rivistigmine). Novartis sued Sun on two patents after Sun filed its Abbreviated New Drug Application seeking to market generic rivistigmine. That matter was consolidated as part of a multi-district litigation action in the Southern District of New York. This case involved several complex discovery issues, including lengthy proceedings before Israeli courts and a privilege dispute involving the application of Swiss law, which culminated in a 100-page opinion by the court. The Winston team aggressively pursued an inequitable conduct theory, forcing Novartis to drop the
|
|
|
|
|
|
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.
|
|
|
|
|
|
People v. Davis
Winston & Strawn notched a victory on behalf of pro bono client Lavelle Davis, when the Illinois Appellate Court unanimously affirmed an order granting Mr. Davis a new trial based on ineffective assistance of trial counsel.
|
|
|
|
|
|
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.
|
|
|
|
|
|
U.S. v. Jesse J. Parker III
Winston & Strawn obtained a significant decision from the Seventh Circuit Court of Appeals on behalf of pro bono client Jesse J. Parker III that resulted in the Seventh Circuit altering its stance with respect to multiplicitous firearm convictions. After prior counsel argued that Mr. Parker did not have a non-frivolous basis for appeal, Winston & Strawn was appointed as Parker's counsel by the Seventh Circuit in his appeal of three convictions handed down by the Northern District of Indiana. The Winston team raised several challenges to Mr. Parker’s convictions, including that the felon- and drug-user-in-possession convictions were multiplicitous.
|
|
|
|
|
|
Syndicated Multicurrency Revolving Credit Facility
Bunge Corporation
Winston & Strawn represented Bunge Limited in a $1 billion unsecured syndicated
multicurrency revolving credit facility arranged by J.P. Morgan Securities Inc.
and Citigroup Global Markets Inc.
|
|
|
|
|
|
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.
|
|
|
|
|
|
DBHL, Inc. v. Moen Incorporated
Fortune Brands, Inc.
Winston & Strawn obtained a trial victory for Fortune Brands and its subsidiary Moen Inc. in a $28 million fraud and indemnity claim brought against our clients in Texas state court alleging defective design of a plumbing part. After several years of discovery, the Winston trial team succeeded in having the plaintiffs’ fraud and statutory indemnity claims dismissed on summary judgment. A bench trial was held on the plaintiffs’ remaining indemnity claim, and the court decided in favor of Moen.
|
|
|
|
|
|
Bicycle Component Company $115 Million Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank as agent for a syndicate of
lenders in a $115 million senior secured revolving credit acquisition facility
for a maker of bicycle parts.
|
|
|
|
|
|
Motorola $1.4 Billion Issuance of Senior Notes
Motorola, Inc.
Winston & Strawn represented Motorola, Inc. in a $1.4 billion issuance of
senior notes.
|
|
|
|
|
|
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.
|
|
|
|
|
|
University of Chicago Argonne Laboratories v. Bannon and Burton
UChicago Argonne, LLC
Winston & Strawn represented Argonne Laboratories in a lawsuit brought in the
Northern District of Illinois by two former female employees for national
origin and gender discrimination based on theories of hostile work environment,
constructive discharge, and retaliation. The plaintiffs alleged that their
former supervisor made comments regarding their gender and national origin,
prevented them from receiving certain promotions, and ultimately discharged
them in retaliation for their complaints. The Northern District of Illinois
granted summary judgment to Argonne, and a unanimous panel of the Seventh
Circuit Court of Appeals affirmed on all counts.
|
|
|
|
|
|
Firm Wins Rare Seventh Circuit En Banc Reversal
Winston & Strawn scored a victory on behalf of a pro bono client in an important ruling concerning the appointment of counsel for indigent civil litigants.
|
|
|
|
|
|
Brooke Credit Corporation Financing to Union One and SunCoast
Brooke Corporation
We represented Brooke Credit Corporation as senior lender on two secured term
loan transactions to borrowers Union One Insurance Group, LLC and SunCoast
Holdings, Inc.
|
|
|
|
|
|
Tupperware Brands Corporation $800 Million Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank as agent in connection with an
$800 million secured revolving credit facility for Tupperware Brands
Corporation.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Smurfit-Stone Sale of Brewton, AL Mill to Georgia-Pacific Brewton LLC
Smurfit Stone Container Corporation
Winston & Strawn represented Smurfit-Stone Container Enterprises, Inc., a
wholly owned subsidiary of Smurfit-Stone Container Corporation, in the sale of
the assets of its white-top linerboard and solid bleached sulfate mill located
in Brewton, Alabama to Georgia-Pacific Brewton LLC for a purchase price of
approximately $355 million.
|
|
|
|
|
|
International Industrial Company $130 Million Credit Facility
Winston & Strawn represented JPMorgan Chase Bank as agent for a syndicate of
lenders in a $130 million senior secured revolving and term credit facility for
an international industrial company.
|
|
|
|
|
|
Verizon Communications, et al. v. Vonage Holdings, et al.
Verizon Communications
Winston client Verizon Communications sued Vonage, the largest provider of voice over internet service in the United States, alleging that Vonage had infringed several of Verizon’s patents, including those related to connecting calls to ordinary phone lines, features such as call forwarding, and the use of Wi-Fi networks for internet-phone service.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Brian Fulka v. Northwestern Medical Faculty Foundation, Inc.
Northwestern Medical Faculty Foundation,
Winston & Strawn represented Northwestern Medical Faculty Foundation (NMFF) in
a case brought by a former employee in the Northern District of Illinois. The
plaintiff claimed that NMFF had interfered with his taking of intermittent FMLA
leave and had terminated him in retaliation for taking such leave. Winston
attorneys argued that the plaintiff's interference claim must be dismissed
because he was granted all leave that he requested. We also argued that his
retaliation claim should be dismissed because he was not meeting NMFF's
legitimate expectations at the time he was terminated. The court agreed with
Winston's arguments for NMFF, dismissing the case in its entirety on our motion
for summary judgment.
|
|
|
|
|
|
Kevin R. Ryan v. Underwriters Laboratories, Inc.
Underwriters Laboratories Inc.
Winston & Strawn represented Underwriters Laboratories (UL) in a lawsuit
brought by a former employee of a company acquired by UL claiming wrongful
termination and violation of whistleblower protection laws. The plaintiff was
terminated in 2003 after he wrote a letter to the National Institute of
Standards and Technology (NIST) — the governmental entity in charge of the
official investigation into the terror attacks of September 11 — and sent this
letter from his UL e-mail account. In the letter, Ryan opined that the World
Trade Towers had been brought down by explosives intentionally placed at the
base of the buildings. He also sent a copy of the letter to a group dedicated
to proving the U.S. government had blown up the
|
|
|
|
|
|
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.
|
|
|
|
|
|
Prime Group Realty Trust Shareholder Class Action
Prime Group Realty Trust
Winston & Strawn represented Prime Group Realty Trust (PGRT) and its controlling shareholder, The Lightstone Group, in a class action brought in Maryland state court by the Series B preferred shareholders of PGRT. The shareholders asserted claims of breach of contract against PGRT and claims of breach of fiduciary duty and unjust enrichment against Lightstone. The shareholders sought to recover a $100 million Liquidation Preference, alleging that this Preference was owed to them as part of the constructive liquidation of PGRT's assets and winding up of its business. In September 2007, the court granted PGRT and Lightstone's motion to dismiss the shareholders' complaint, with prejudice.
|
|
|
|
|
|
VSA Partners, Inc. Acquisition Financing
Cognitive Capital Partners, LLC
|
|
|
|
|
|
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.
|
|
|
|
|
|
EIF Haypress, LLC Investment in Hydroelectric Facility
Northbrook Energy, L.L.C.
We represented EIF Haypress, LLC in the purchase of an interest in a
hydroelectic facility from Philip Morris Capital Corporation.
|
|
|
|
|
|
$550 Million Furniture Brands International, Inc. Financing
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A., as agent for a
syndicate of lenders, in connection with a $550 million asset-based credit
facility for Furniture Brands International, Inc.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Tricor Pacific Capital – Acquisition of Design Packaging
Tharco Packaging, Inc.
Winston & Strawn represented Tricor Pacific Capital and its portfolio company,
Tharco Packaging, in connection with their acquisition of Design Packaging.
|
|
|
|
|
|
Van Arkel v. Discover Financial Services LLC
Morgan Stanley
Winston & Strawn litigators obtained a victory for client Discover Financial Services LLC in an adversary proceeding filed in the U.S. Bankruptcy Court for the Northern District of Illinois. This is also being hailed as a victory for credit card issuers against the litany of “billing error notice” cases that have been filed around the country. The plaintiff, a former Discover cardholder, alleged that our client violated the Fair Credit Billing Act (FCBA) by not properly investigating billing error notices she had sent to Discover, and claimed Discover did not have the right to assess her late fees and other financing charges because it had failed to provide her with all required disclosures prior to the opening of the account. Judge Black g
|
|
|
|
|
|
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.
|
|
|
|
|
|
Morgan Stanley Joint Venture
Morgan Stanley & Co. Incorporated
Winston & Strawn represented Morgan Stanley in connection with a structured
joint venture transaction with a major European financial institution.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Caterpillar, Inc. Case No. 13-CA-43506 (National Labor Relations Board)
Caterpillar Inc. Corp. Office
Winston & Strawn represented Caterpillar in a matter brought before the
National Labor Relations Board (NLRB) in which the General Counsel alleged
Caterpillar violated its duty to bargain in good faith by unilaterally
implementing a change to prescription drug benefits for bargaining-unit
employees.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Bank of America Formation of Public Private Equity Fund of Funds
Bank of America Capital Corporation
Winston & Strawn represented Bank of America in the formation of the first
public private equity fund of funds, including the structuring and sale of an
approximately $2 billion portfolio of interests in approximately 180 private
equity funds.
|
|
|
|
|
|
Cash America International $15 Million Financing
Winston & Strawn represented a specialized middle-market commercial finance
company in connection with a $15 million revolving loan to Cash America
International, the proceeds of which will be used by Cash America to make
payday and similar loans to consumers.
|
|
|
|
|
|
Prime Group Realty Investment in Extended Stay Hotels
Prime Group Realty Trust
Winston & Strawn represented Prime Group Realty Trust, through its wholly-owned
qualified REIT subsidiary PGRT ESH, Inc., in connection with its purchase of a
$120 million membership interest in BHAC Capital IV, L.L.C., owner of Extended
Stay Hotels, Inc., from Lightstone Holdings LLC.
|
|
|
|
|
|
Medtronic v. Mark Peterman & Abbott Spine
Abbott Laboratories
Winston & Strawn represented Abbott Spine in a non-compete case brought by
Medtronic in Minnesota state court. Medtronic obtained an ex parte TRO from the
state court without any prior notice to Abbott Spine. We immediately sought and
obtained a narrowing of the ex parte TRO, enabling Abbott Spine's new employee
to begin work, and thereafter achieved a favorable settlement.
|
|
|
|
|
|
Brooke Credit Corporation Financing to National Guaranty Holding Company
Brooke Corporation
Winston & Strawn represented Brooke Credit Corporation in connection with a
10-year secured term loan extended to National Guaranty Holding Company.
|
|
|
|
|
|
Park Hill Real Estate Group Sale to The Blackstone Group
Frank Schmitz
Winston & Strawn represented members of Park Hill Real Estate Group in
connection with the sale of membership interests to affiliates of The
Blackstone Group LP.
|
|
|
|
|
|
Kirkland Winery Financing Transaction
Madison Capital Management LLC
We represented Madison Capital Company in connection with a $29,750,000 loan to
Kirkland Winery to finance the winery's emergence from Chapter 11.
|
|
|
|
|
|
MacLean Sale of Jameson Corporation
MacLean Investment Company, L.L.C.
Winston & Strawn represented MacLean Investment Partners in connection with its
sale of Jameson Corporation to Carousel Capital Partners (Fund III).
|
|
|
|
|
|
NovaMed, Inc. $75 Million Notes Offering
NovaMed, Inc.
Winston & Strawn represented NovaMed, Inc. in connection with its $75 million
convertible senior subordinated notes offering.
|
|
|
|
|
|
Redwood Forest Foundation Timberland Acquisition Financing
GCIB Strategic Investments Group
Winston & Strawn represented Bank of America's Strategic Investments Group in
an $88 million, 100-percent financed acquisition of 50,000 acres of redwood
timberlands by a subsidiary of Redwood Forest Foundation, Inc, a non-profit
corporation, for conservation and sustainable harvest goals.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Tricor Pacific Capital $210 Million Sale of Matrix Packaging
Tricor Pacific Capital, Inc.
Winston & Strawn represented Tricor Pacific Capital, Inc. in connection with
its sale of Matrix Packaging, Inc. to Sonoco Products Company for approximately
$210 million.
|
|
|
|
|
|
Greenfield Holdings Limited Recourse Credit Facility
Greenfield Holdings Corporation (Bunge/D
Winston & Strawn represented Greenfield Holdings Limited, a joint venture
between Bunge Limited and E.I. du Pont de Nemours, in connection with a
two-year secured revolving credit facility for its U.S. financing subsidiary
provided by Citibank N.A. and Societe Generale.
|
|
|
|
|
|
KCA Partners Acquisition of Thera-Med, Inc.
KCA Partners, Ltd.
Winston & Strawn represented KCA Partners, Ltd. and its portfolio company Apex
Medical Corporation in connection with the acquisition of Thera-Med, Inc., a
Texas-based manufacturer and distributor of hot and cold pain relief therapy
products.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Huntsman International $1.64 Billion Credit Facility
Deutsche Bank Trust Company Americas/Deu
Winston & Strawn represented Deutsche Bank in connection with a $1.64 billion
amendment to the Huntsman International LLC credit facility.
|
|
|
|
|
|
Illinois Finance Authority Pooled Financing for University of Chicago Medical Center
Northern Trust
Winston & Strawn represented The Northern Trust Company as letter of credit
issuer in connection with a financing for the University of Chicago Medical
Center.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Marsulex Corp. v. Trelleborg AB, et al.
Marsulex, Inc.
The firm represented Marsulex Corp. in its April 2007 arbitration hearing in New York in which our client claimed damages of $40 million arising out of its 1998 acquisition of assets from Swedish company Trelleborg AB.
|
|
|
|
|
|
TAP Pharmaceutical Products v. Former Vendor
TAP Pharmaceutical Products Inc.
Winston & Strawn litigators obtained a complete victory for TAP Pharmaceutical Products, Inc. in a hotly contested arbitration filed by one of TAP’s former vendors for its blockbuster drug Prevacid. The plaintiff claimed breach of contract, theft of trade secrets, promissory estoppel, and a variety of related claims, and sought over $69 million in damages and a permanent injunction against our client.
|
|
|
|
|
|
Cozzi v. Metal Management, Inc.
Albert Cozzi, Frank Cozzi and Gregory Co
Winston & Strawn represented Albert Cozzi (former CEO), Frank Cozzi (former president), and Greg Cozzi (former vice-president) in a non-compete case against their former employer, Metal Management, Inc. A separation and release agreement provided for two severance payments to the Cozzis in exchange for certain non-compete and non-solicitation provisions for an 18-month period. The Cozzis received the first severance payment in January 2004. Shortly before the expiration of the 18-month period when a second payment was due, Metal Management filed a lawsuit alleging the Cozzis engaged in conduct that breached their fiduciary duties while employed as former officers of the company and breached the non-compete and non-solicitation provisions of
|
|
|
|
|
|
Bavaria International Aircraft Boeing 737 Financing and Purchase
Winston & Strawn represented Bavaria International Aircraft Leasing, a German
aircraft operating lessor, in the financing of its purchase of two new Boeing
737 aircraft.
|
|
|
|
|
|
$240 Million Transaction Network Services Credit Agreement
Winston & Strawn represented a major diversified financial institution in
connection with a $240 million credit facility advanced to Transaction Network
Services, Inc., the wholly-owned subsidiary of the publicly traded TNS, Inc., a
provider of data communications services for transaction-oriented applications.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Biovail Laboratories Inc. v. Anchen Pharmaceuticals, Inc.
Anchen Pharmaceuticals Inc.
Winston & Strawn represented Anchen Pharmaceuticals, Inc. in a lawsuit brought by Biovail Laboratories, Inc. in the Central District of California alleging infringement of patents covering Biovail's antidepressant WELLBUTRIN XL following Anchen’s submission of an FDA application to sell a generic version of the drug.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Northstar Aerospace $80 Million Senior Secured Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase, as agent, in connection with an
$80 million senior secured multi-currency revolving and term credit facility
for Northstar Aerospace (USA), Inc. and its subsidiaries.
|
|
|
|
|
|
Armand Capital Group Acquisition of The C.L. Bailey Company
Armand Group, Inc.
Winston & Strawn represented Armand Capital Group, through its affiliate Armand
Billiards Group LLC, in its acquisition of The C.L. Bailey Company, a
manufacturer and distributor of pool tables, game room furniture, and billiard
accessories.
|
|
|
|
|
|
Tricor Pacific Capital Acquisition of Consolidated Utility Services
Tricor Pacific Capital, Inc.
Winston & Strawn represented Tricor Pacific Capital, Inc. in connection with
its acquisition of Consolidated Utility Services, Inc., an Omaha, Neb.-based
provider of utility damage prevention process services and solutions.
|
|
|
|
|
|
The Boler Company and Hendrickson Truck Suspension Systems v. Cooper Tire and Cooper Standard Automotive
Boler Company The
Winston & Strawn represented client The Boler Company in a dispute with Cooper Tire related to component parts Cooper provided to Hendrickson Truck Suspension Systems, a Boler subsidiary. Our client claimed that the components failed to meet the warranty requirements and contract terms. Prior to filing a lawsuit, the parties mediated the dispute, and a favorable settlement was obtained for our client.
|
|
|
|
|
|
National Foreign Trade Council, et al. v. Giannoulias
National Foreign Trade Council Inc.
Winston & Strawn represented the National Foreign Trade Council, eight municipal fire and police pension funds, and eight individual beneficiaries of public pension funds in a lawsuit challenging the constitutionality of the 2005 Illinois Act to End Atrocities and Terrorism in the Sudan (the Illinois Sudan Act). The Act prohibited the deposit of Illinois state funds in any financial institution failing to certify that neither it nor any of its borrowers did business related to the country of Sudan. It also prohibited public pension funds from investing in any company that has direct or indirect commercial connections to that country. Winston attorneys argued that the Illinois Sudan Act intruded on the federal government’s exclusive power o
|
|
|
|
|
|
Zawacki v. Discover Financial Services, Inc.
Discover Financial Services
Winston & Strawn obtained dismissal of a putative class action complaint brought against client Discover Financial in the Northern District of Illinois alleging that our client accessed credit reports in violation of the Fair Credit Reporting Act (FCRA). The named plaintiff alleged that a mailer from Discover offering a home equity loan failed to include a "firm offer of credit" as required by the FCRA and therefore her credit report was obtained without her consent. Based on the language of the mailer at issue, the court rejected the plaintiff's arguments and dismissed the claims against Discover prior to any discovery.
|
|
|
|
|
|
Guy Carpenter & Company, Inc. v. John B. Collins Associates, Inc., Stephen Underdal, Todd Mockler, Randy Floden, Robert Roehrig, and Hannah Kuhn
Marsh & McLennan Companies, Inc.
Our attorneys represent Guy Carpenter & Company in connection with a breach of
contractual restrictive covenants and related tort and damages claims brought
against John B. Collins Associates and five former employees who worked in
Carpenter’s Minneapolis office. In July 2005, the five employees resigned from
Carpenter and began working for Collins, a direct competitor of Carpenter, and
solicited former Carpenter clients to move their business to Collins, which
they did. The matter was settled before trial on favorable terms to our client.
|
|
|
|
|
|
$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.
|
|
|
|
|
|
Abbott Laboratories v. Lori Taylor and Elan Pharmaceuticals
Abbott Laboratories
Our attorneys represented Abbott in a pending parallel Illinois and California
action involving issues of "race to the courthouse" and competing state laws.
Abbott sued the defendant, a former employee, in Illinois court to enforce a
restrictive covenant agreement prohibiting her use or disclosure of Abbott’s
trade secrets. The defendant’s new employer, Elan Pharmaceutical, subsequently
filed a declaratory relief action in California state court, asking the court
to declare Abbott's attempted enforcement of the defendant's restrictive
covenants in violation of California law and public policy (Cal. Business &
Professions Code section 16600). We successfully removed the California action
to federal court. Both cases subsequ
|
|
|
|
|
|
Gary Alexander v. Caraustar Mill Group, Inc.
Caraustar Industries
Our attorneys secured summary judgment for Caraustar Mill Group in an action
brought by a former employee in the Western District of New York. The plaintiff
alleged claims of wrongful termination and discrimination in violation of the
Americans with Disabilities Act and the New York Human Rights Act. The court
found that the plaintiff failed to establish a prima facie case of disability
discrimination, determining that the person who made the decision to terminate
the employee had no prior knowledge of the disability.
|
|
|
|
|
|
RLJCS Enterprises, Inc. et al. v. Professional Benefit Trust, Inc. et al.
Professional Benefit Trust, Inc.
Winston & Strawn secured a summary judgment decision, which was affirmed by the
U.S. Court of Appeals for the Seventh Circuit, for the Professional Benefit
Trust Multiple Employer Welfare Benefit Plan and Trust (the “Trust”) in a
unique case involving a welfare benefit plan that was designed and operated to
allow employers to pre-fund certain benefits on a tax-deferred basis pursuant
to IRC § 419A(f)(6). The plaintiffs, who contracted with our client for death
benefits, alleged 16 counts including violations of civil RICO, ERISA, breach
of contract and fiduciary duty, fraud, conversion, civil conspiracy, and other
state law claims. As a means of reinsuring itself for payment of the death
benefits, the Trust purchased life
|
|
|
|
|
|
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.
|
|
|
|
|
|
Ortho-McNeil Pharmaceutical, Inc. v. Caraco Pharmaceutical Laboratories, Ltd., 476 F.3d 1321 (Fed. Cir. 2007)
Caraco Pharmaceutical Laboratories, Ltd.
Winston & Strawn represented Caraco in a patent infringement lawsuit brought by Ortho-McNeil in an effort to block approval of Caraco's application with the FDA seeking permission to market a generic version of Ortho-McNeil's painkiller Ultracet® (tramadol/acetaminophen). Ortho-McNeil alleged that our client’s proposed generic Ultracet infringed a patent claiming tramadol and acetaminophen compositions “in a weight ratio of about 1:5,” which Ortho-McNeil had interpreted to mean a range of ratios from 1:3.6 to 1:7.1. Caraco’s proposed weight ratio for its generic was outside of this range, but Ortho-McNeil argued that Caraco could produce individual pills that did fall within Ortho-McNeil’s interpretation of the patent claim. Working with Ca
|
|
|
|
|
|
$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.
|
|
|
|
|
|
Triad Isotopes, Inc. $25.6 Million Secured Notes
CapitalSource Finance LLC
Winston & Strawn represented CapitalSource Finance LLC in connection with its
purchase of $25.6 million in unsecured senior subordinated notes in connection
with the financing of three asset acquisitions by Triad Isotopes, Inc.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Abbott Laboratories v. Baxter, Inc.
Abbott Laboratories
For the past several years, W&S has represented Abbott Laboratories and Central Glass, Ltd. of Tokyo in connection with various patent and licensing matters regarding Abbott’s drug Ultane, an inhalant anesthetic. In 2003, the United State Supreme Court denied a writ of certiorari brought by Baxter Healthcare and upheld a ruling by the Seventh Circuit in favor of Abbott, which precluded Baxter from using a generic version of the drug to compete with Abbott until the expiration of their contractual relationship in December 2005.
We are also representing Abbott and Central Glass in related patent infringement matters against Baxter involving a patent our clients received in connection with the addition of an inhibitor to Ultane (need re
|
|
|
|
|
|
Dominican University Bond Refunding
Dominican University
Winston & Strawn represented the Dominican University in connection with its
issuance $5.6 million of Village of River Forest, Illinois, Industrial Project
Revenue Bonds, which were used to refund an outstanding bond issued to finance
construction and renovation of facilities on the University’s River Forest
campus.
|
|
|
|
|
|
Bunge Limited European Credit Facility
Bunge Corporation
Winston & Strawn represented Bunge Limited in connection with a three-year
unsecured revolving credit facility provided by a syndicate of European banks.
The credit facility was entered into by a financing subsidiary within Bunge's
existing master trust financing structure and the debt was fully guaranteed by
Bunge Limited.
|
|
|
|
|
|
KCA Partners Sale of Van's International Foods, Inc.
KCA Partners, Ltd.
Winston & Strawn represented KCA Partners, Ltd. in its sale of Van's
International Foods, Inc. to Healthy Frozen Food, Inc., a portfolio company of
Catterton Partners.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Plumbers & Pipefitters National Pension Fund v. Cisco Systems, Inc.
Cisco Systems, Inc.
Winston & Strawn was retained by Cisco Systems, Inc. to act as trial counsel for Cisco and 12 of its current or past executives and directors in defense of a nationwide securities fraud class action filed in the Northern District of California. The plaintiff-class was composed of all those who purchased Cisco securities between November 10, 1999 and February 6, 2001. The plaintiffs alleged that the defendants inflated the price of Cisco stock during the class period by, among other things, issuing overly optimistic earnings forecasts and engaging in improper accounting practices. The lawsuit asserted securities fraud claims in violation of Section 10(b), Rule 10b-5, and Section 20(a) of the Securities Exchange Act of 1934, and insider tradi
|
|
|
|
|
|
$300 Million Accordian for Harley-Davidson Financial Services
Harley-Davidson Financial Services, Inc.
Winston & Strawn represented Harley-Davidson Financial Services in connection
with the $300 million increase of its revolving facility (to $1.4 billion).
|
|
|
|
|
|
Mikolajczyk v. Ford
Ford Motor Company
Ford Motor Company hired Winston & Strawn as appellate counsel in Mikolajczyk v. Ford, one of the 75 largest verdicts in the nation in 2005. The $27 million verdict arose from a strict product liability design defect case involving the front seat of a 1996 Ford Escort. The plaintiff was killed when a drunk driver rear-ended his Ford Escort at 55 miles per hour. The plaintiff (through his wife as administrator) sued the driver for negligence and Ford for strict product liability, alleging that the design of the seat, which yielded backward due to the forces of the accident, contributed to his death. The appeal, before the Illinois Appellate Court, First District, raised significant issues about design defect law. Winston & Strawn prevailed i
|
|
|
|
|
|
Rochester Medical Corporation v. C.R. Bard, Inc. et al.
C.R. Bard, Inc. - Chicago
Winston & Strawn represented C.R. Bard, the largest-selling manufacturer of indwelling (Foley) catheters in the United States, in an antitrust lawsuit brought by Rochester Medical Corporation, a niche manufacturer of silicone Foley catheters. Tyco, along with Premier and Novation, the two largest hospital group purchasing organizations (GPOs) in the medical device industry, were co-defendants in this case. Rochester alleged that the defendants had conspired to exclude Rochester from the market for urological catheters, including the market for infection control catheters. Rochester claimed it had created an infection control Foley catheter that was superior to catheters offered by Bard and Tyco in reducing urinary tract infections. Rocheste
|
|
|
|
|
|
Central Grocers $150 Million Credit Facility
LaSalle Bank National Association
Winston & Strawn represented LaSalle Bank, NA in connection with a $150 million
credit facility for Central Grocers, Inc. Proceeds of the loan were used for
the acquisition of approximately nine Cub Foods stores, as well as to refinance
existing debt.
|
|
|
|
|
|
$190 Million Cross-border Financing for Focus Corporation
BMO Capital Markets Corp.
Winston & Strawn represented BMO Capital Markets, as lead arranger, and Bank of
Montreal, as administrative agent, in connection with a new $190 million
syndicated cross-border bank financing for Focus Corporation to fund its
acquisitions of DPH Engineering Inc. and Sunbow Consulting Ltd.
|
|
|
|
|
|
Invenergy Financing for Camp Springs Wind Energy Project
Invenergy, LLC
Winston & Strawn represented Invenergy, LLC in the equity financing of a wind
power generation facility in Texas.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Unisource, Inc. v. Schroeder
Midland Paper Company
Winston & Strawn attorneys prevailed in a noncompete case before the District
of Minnesota in which Unisource, Inc. sued our client, Rick Schroeder, who
recently moved his business to Midland Paper Co., a Unisource competitor.
Schroeder represented 10-20 percent of Unisource's revenue in Minnesota. After
expedited briefing and oral argument, the court denied Unisource's motion for a
temporary restraining order against our client, finding that Unisource had
little chance of succeeding on the merits.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Madison Capital $22.5 Million Secured Credit Facility for Cumming, LLC
Madison Capital Funding LLC
Winston & Strawn represented Madison Capital Funding LLC, as administrative
agent, in connection with a $22.5 million senior secured credit facility to
Cumming, LLC, a leading provider of professional construction project services.
|
|
|
|
|
|
Bavaria International Aircraft Boeing 737 Financing
Bavaria International Aircraft Leasing G
Winston & Strawn represented Bavaria International Aircraft Leasing, a German
aircraft operating lessor, in the financing of its purchase of two new Boeing
737 aircraft. The debt portion of the financing was provided by ABN Amro Bank
and guaranteed, in significant part, by the Export Import Bank of the United
States. The aircraft are leased by BIAL to Sahara Air Ltd, an Indian airline.
|
|
|
|
|
|
Canadian Private Equity Funds Acquisition of Plainfield Tool and Engineering
Polymer Technologies Inc.
Winston & Strawn represented a portfolio company of Triwest Capital and
Kensington Partners, Canadian private equity funds, in its acquisition of
Plainfield Tool and Engineering, a privately held U.S. company.
|
|
|
|
|
|
Great Lakes Dredge & Dock $20 Million Letter of Credit Facility
Great Lakes Dredge & Dock
Winston & Strawn represented Great Lakes Dredge & Dock Corporation in a $20
million international letter of credit facility that was extended by Wells
Fargo HSBC Trade Bank, N.A. The facility was guaranteed by the Export-Import
Bank of the United States under the Working Capital Program.
|
|
|
|
|
|
Morgan, et al. v. American General Finance, Inc.
American General Finance, Inc.
Winston & Strawn litigators recently obtained a victory for client American General Financial Services, Inc. in a putative class action filed in Alameda County, California (Oakland), alleging concealment and fraud in originating consumer loans when Judge Sabraw granted summary judgment on all claims of each of the four named plaintiffs. The plaintiffs sought to represent the massive group of every person who borrowed money from AGFS over a six-year period, but the class certification motion was averted when we obtained summary judgment. This case had seen two removals to the federal court and two interlocutory appeals — one to the Ninth Circuit on jurisdiction under the Class Action Fairness Act and one to the California Appellate Court on
|
|
|
|
|
|
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.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Performax $61 Million Senior Credit Facility
Madison Capital Funding LLC
Winston & Strawn represented Madison Capital Funding LLC, as administrative
agent, in connection with a $61 million senior secured credit facility to
Performax, Inc., an employee benefits administrator.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Coleman Natural Foods Recapitalization and Bank Financing
Booth Creek Management Corp.
Winston & Strawn represented Coleman Natural Foods, LLC in a recapitalization
involving the merger of BC Natural Foods and KDSB Holdings.
|
|
|
|
|
|
Securities Exchange Commission v. Heartland Advisors et al.
William J. Nasgovitz
Winston & Strawn was retained to represent William Nasgovitz, president and chief executive officer of Heartland Advisors, Inc., in a civil enforcement action brought by the Securities and Exchange Commission in the Eastern District of Wisconsin. The SEC complaint raised various allegations, including insider trading, related to certain high yield bond funds that were managed by Heartland Advisors in years prior to 2002. On August 31, 2006, the court granted our motion for summary judgment on the Insider Trading claims against Nasgovitz in this matter in an opinion written by Judge C. N. Clevert.
|
|
|
|
|
|
Michigan State Hospital Finance Authority $37 Million Hospital Revenue Bond Issuance
Assured Guaranty Corp.
Winston & Strawn represented Assured Guaranty Corp., as counsel to the bond
insurer, in connection with Michigan State Hospital Finance Authority's
issuance of $37 million Michigan State Hospital Finance Authority, Hospital
Revenue Bonds (Marquette General Hospital Obligated Group) Series 2006.
|
|
|
|
|
|
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.
|
|
|
|
|
|
2007 Turbine Supply Financing
Winston & Strawn represented a wind power developer in connection with the
negotiation and closing of a turbine supply loan facility for its wind projects
scheduled for construction in 2007.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Motorola Investment in Clearwire Corporation
Motorola, Inc.
Winston & Strawn represented Motorola in its equity investment in Clearwire
Corporation (pursuant to which Intel Capital and other investors along with
Motorola made concurrent equity investments in excess of $1 billion).
|
|
|
|
|
|
Smithfield Foods €300 Million Multicurrency Revolving Credit Facility
Smithfield Foods, Inc.
Winston & Strawn represented Smithfield Foods, Inc., a multinational pork and
beef processor, in connection with a €300 million multicurrency revolving
credit facility. The credit facility was arranged by BNP Paribas and Societe
General Corporate & Investment Banking and the transaction was syndicated to a
group of European financial institutions.
|
|
|
|
|
|
Illinois Finance Authority $27.135 Million Presbyterian Homes Refunding Bond Issuance
Northern Trust
Winston & Strawn represented The Northern Trust Company, as letter of credit
counsel, in the Illinois Finance Authority's issuance of $27.135 million
Variable Rate Refunding Revenue Bonds, Series 2006 (Presbyterian Homes Lake
Forest Place Project).
|
|
|
|
|
|
United States v. Philip Morris USA Inc., et al.
Philip Morris USA Inc.
Winston & Strawn represented Philip Morris USA in this case in which the government alleged that the defendant manufacturers had engaged in a 50-year-long scheme to defraud the American public about the health risks of smoking, for which it sought equitable relief under RICO.
|
|
|
|
|
|
Daimler Chrysler Class Actions
DaimlerChrysler Corporation
Our attorneys are defending DaimlerChrysler in consumer class action matters pending in various states involving contract, warranty, and common law as well as statutory fraud claims.
|
|
|
|
|
|
TMB Industries Acquisition of Whitley Products
TMB Industries LLC
Winston & Strawn represented TMB Industries in its acquisition of Whitley
Products, Inc., a premier supplier of precision tubular products to the diesel
engine, agricultural equipment, off-highway, construction equipment, and HVAC
markets.
|
|
|
|
|
|
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.
|
|
|
|
|
|
United States v. Patrick J. Roxworthy, VP-Tax for Yum! Brands
Yum! Brands, Inc.
Winston & Strawn represented Yum! Brands, the largest restaurant company in the world and the owner of the Pizza Hut, Kentucky Fried Chicken, and Taco Bell restaurant chains, in an appeal before the Sixth Circuit of a district court ruling in a tax controversy case. The Internal Revenue Service brought an enforcement action against Yum! in the Western District of Kentucky seeking the production of tax opinions Yum! had solicited from its accountant several years earlier. These opinions concerned an anticipated challenge to the company’s tax treatment of transactions relating to a captive insurance company. Yum! argued that the tax opinions were protected by the work product doctrine, but the district court ordered the production of the opin
|
|
|
|
|
|
Water Street Capital Partners Acquisition of Lakewood Pathology
Water Street Capital Partners, LLC
Winston & Strawn represented Water Street Capital Partners in connection with
its acquisition of a majority ownership stake in Lakewood Pathology Associates,
a full-service national provider of multi-specialty anatomic pathology services
to clinicians operating in outpatient surgical settings in more than 21 states.
|
|
|
|
|
|
TMB Industries Sale of Fuel Systems
TMB Industries LLC
Winston & Strawn represented TMB Industries LLC in connection with the sale of
Fuel Systems LLC, a portfolio company of TMB, to Brazos Private Equity Fund
Partners LLC. Fuel Systems manufactures vehicular mounted fuel tanks, fuel tank
modules, and hydraulic tanks for vehicles ranging from light, medium, and
heavy-duty trucks to buses, industrial, military, construction, off-highway,
emergency, and agricultural equipment.
|
|
|
|
|
|
Wynnchurch Capital Acquisition of Interlake Material Handling
Wynnchurch Capital
Winston & Strawn represented Wynnchurch Capital in connection with its
acquisition of Interlake Material Handling, Inc., a manufacturer of heavy duty
steel storage racking and retail displays.
|
|
|
|
|
|
Sauer-Danfoss $350 Million Multicurrency Secured Credit Facility
JPMorgan Chase Bank, N.A.
Winston represented JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, in connection with a $350 million secured multi-currency
syndicated revolving and term credit facility for Sauer-Danfoss Inc. and
certain of its European subsidiaries.
|
|
|
|
|
|
5280 Partners Stock Financing for Alpine Access
5280 Partners I, LP
Winston & Strawn represented 5280 Partners LP in connection with a series 5
preferred stock financing for Alpine Access, Inc., a provider of outsourced
customer contact business solutions devoted to using exclusively home-based
employees.
|
|
|
|
|
|
Hopewell Ventures Investment in TL Contact Inc.
Hopewell Ventures LP
Winston & Strawn represented Hopewell Ventures, L.P., in connection with its
preferred stock investment in TL Contact Inc., provider of a private patient
Web page service, called CarePages, to the nation’s leading healthcare
institutions.
|
|
|
|
|
|
Ames DIP Financing
Winston & Strawn represented a major diversified financial institution in
connection with its $700 million debtor-in-possession loan in the Ames
Department Stores Chapter 11 bankruptcy case.
|
|
|
|
|
|
Wynnchurch Capital Asset Acquisition of Inverness Castings Group
Wynnchurch Capital
Winston & Strawn represented Wynnchurch Capital in connection with its
acquisition of the assets of Inverness Castings Group, Inc., a manufacturer of
aluminum die cast components for the auto industry, in a 363(b) bankruptcy sale
and the related acquisition financing.
|
|
|
|
|
|
Harley-Davidson Financial $1.1 Billion Multicurrency Credit Facility
Harley-Davidson Financial Services, Inc.
Winston & Strawn represented Harley-Davidson Financial Services, Inc.,
Harley-Davidson Financial Services Europe Limited, and certain of their
affiliates in connection with a $1.1 billion unsecured multicurrency revolving
credit facility. JP Morgan Chase Bank acted as administrative agent for the
facility and Citibank, N.A. acted as syndication agent.
|
|
|
|
|
|
Booth Creek Acquisition of Capital Stock of Wheat Montana Farms
Booth Creek Management Corp.
Winston & Strawn represented Booth Creek Management Corporation in connection
with its acquisition of the capital stock of Wheat Montana Farms, Inc.
|
|
|
|
|
|
Arlington Hospitality, Inc. Official Committee of Unsecured Creditors
OCUC of Arlington Hospitality, Inc.
Representation of the official committee of this largest operator of Amerihost
Inn properties.
|
|
|
|
|
|
The Toronto-Dominion Bank €4 Billion Structured Repo Transaction
Toronto-Dominion Bank, Inc.
Winston & Strawn represented The Toronto-Dominion Bank in connection with a €4
billion structured repurchase transaction with a major money center bank and
certain of its affiliates as counter-party. The transaction involved, among
other aspects, the €1 billion purchase by a TD subsidiary of a limited
partnership interest in a U.S. limited partnership established by the bank. The
transaction involved the application of U.S. and Canadian derivatives,
partnership, and tax issues.
|
|
|
|
|
|
Smurfit-Stone Sale of Consumer Packaging Division to Texas Pacific Group
Winston & Strawn represented Smurfit-Stone Container Corporation in connection
with the sale of its consumer packaging division to an affiliate of Texas
Pacific Group, a private equity fund.
|
|
|
|
|
|
Tharco Packaging Acquisition of Capital City
Tharco Packaging, Inc.
Winston & Strawn represented Tharco Packaging, a portfolio company of Tricor
Pacific Capital, in its asset acquisition of Capital City, Lone Star CCC, LP's
Austin, Texas-based corrugated box container business.
|
|
|
|
|
|
Engle v. Philip Morris USA
Philip Morris USA Inc.
Philip Morris USA and other tobacco companies won a landmark decision in the
Engle appeal when Florida’s intermediate appellate court overturned the largest
money judgment in history—-$145 billion in punitive damages awarded to an
estimated class of 700,000 Florida smokers—ordered decertification of the
class.
|
|
|
|
|
|
McCormick & Company $100 Million Credit Facility
Bank of America. N.A.
Winston represented Bank of America, as administrative agent, in connection
with a $100 million revolving credit facility for McCormick & Company,
Incorporated, the global leader in the manufacture, marketing, and distribution
of spices, seasonings, and flavors to the entire food industry.
|
|
|
|
|
|
Deutsche Bank Acquisition Financing for Texas Petrochemicals
Deutsche Bank Trust Company Americas/Deu
Winston & Strawn represented Deutsche Bank in connection with a $115 million
ABL revolving facility and $280 million term and pre-funded letter of credit
facility for Texas Petrochemicals to finance its acquisition of the C4/MTBE
assets of Huntsman International.
|
|
|
|
|
|
Viad Corp. $150 Million Revolving Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, NA in connection with a $150
million amended and restated revolving credit facility to Viad Corp.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Illinois Tool Works $600 Million, $350 Million Credit Facilities
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, NA, as lead arranger and
administrative agent, in connection with the extension of a $600 million
364-day credit facility and a $350 million five-year credit facility to
Illinois Tool Works Inc.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Illinois Finance Authority $30 Million Dominican University Bond Issuance
Dominican University
Winston & Strawn acted as borrower's counsel to Dominican University in
connection with the issuance of $30 million Illinois Finance Authority
Adjustable Rate Demand Revenue Bonds, Dominican University, Series 2006.
|
|
|
|
|
|
Hopewell Ventures Investment in National Pasteurized Eggs, LLC
Hopewell Ventures LP
Winston & Strawn represented Hopewell Ventures, LP in connection with its
venture capital investment in National Pasteurized Eggs, LLC, an Illinois-based
egg pasteurization company.
|
|
|
|
|
|
The Hygenic Corporation Acquisition of Performance Health, Inc. and BioFreeze Associates
Baird Capital Partners
Winston & Strawn represented The Hygenic Corporation in its acquisition of
Performance Health, Inc. and BioFreeze Associates, marketers and sellers of
topical analgesics and massage therapy products.
|
|
|
|
|
|
Geneva Pharmaceutical Technology Corp. v. Barr Laboratories, Inc.
Barr Laboratories, Inc.
We defended Barr Laboratories against a multi-million dollar antitrust claim brought by two generic pharmaceutical competitors.
|
|
|
|
|
|
LSQ Funding Group L.C. v. JetGlobal LLC
JetGlobal, Inc.
Winston & Strawn attorneys won a motion to dismiss on behalf of JetGlobal LLC in a lawsuit brought by LSQ Funding Group L.C. in the Circuit Court of Cook County, Illinois, for the alleged breach of a letter-proposal signed by both parties. LSQ was attempting to enforce an origination fee provision following the parties’ failed negotiations for an asset-based financing facility. Our attorneys argued that the proposal disclaimed any binding intent and therefore could not possibly constitute a fee agreement between the parties. The judge agreed and dismissed the case in its entirety.
|
|
|
|
|
|
Keyes Packaging Asset Acquisition of Enviropak's Wine Shipper Packaging Business
Keyes Packaging Group, Inc.
Winston & Strawn represented Keyes (U.S.) Packaging, Inc., a portfolio company
of Tricor Pacific Capital, in its asset acquisition of the Enviropak Corp.'s
wine shipper packaging business.
|
|
|
|
|
|
Air Products and Chemicals, Inc. $1.2 Billion Credit Facility
ABN Amro Bank N.V.
Winston & Strawn represented ABN Amro Bank N.V., as administrative agent, in
connection with a $1.2 billion revolving and letter of credit facility for Air
Products and Chemicals, Inc.
|
|
|
|
|
|
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.
|
|
|
|
|
|
In re High Pressure Laminates Antitrust Litigation
Illinois Tool Works Inc.
A Winston & Strawn trial team secured a major trial victory on behalf of Wilsonart International, a subsidiary of Illinois Tool Works Corporation. The trial occurred in the White Plains Division of the Southern District of New York. The matter was a class action concerning allegations that Wilsonart violated Section One of the Sherman Act by conspiring with its three largest competitors to raise the prices of High Pressure Laminate (HPL) in the United States. After trebling, the class was seeking more than $1.3 billion in damages. Wilsonart was the sole remaining defendant after two of its codefendants settled for $41 million and another had the matter discharged in bankruptcy. On May 24, 2006, after a two-month trial, the jury found Wilso
|
|
|
|
|
|
Pegasus Development Corp., and PMC, LLC, v. DirecTV, Inc., Thomson, Inc. et al.
Thomson Inc.
We are currently representing Thomson, Inc., owner of the brand name RCA, in connection with this multidistrict patent infringement/antitrust case, which also involves DirecTV, EchoStar, and Scientific-Atlanta. The technology at issue involves software relating to interactive program guides used with digital satellite broadcasts. Thomson has already obtained a favorable settlement from one of the defendants, Gemstar-TV Guide International, in connection with its antitrust counterclaims.
|
|
|
|
|
|
Bacardi Youth Targeting Litigation
Bacardi USA, Inc., Bacardi Limited, Baca
Bacardi Youth Targeting Litigation
Winston & Strawn represented Bacardi U.S.A., Inc., its parent Bacardi, Ltd., and various other corporations in the Bacardi family in nine putative class action suits brought by parents of underage consumers who bought alcohol beverages prior to turning 21. Among other claims, the plaintiffs alleged that beverage alcohol manufacturers have “targeted” underage consumers with marketing designed to make drinking more attractive. We have obtained dismissals, with prejudice, of the actions in Colorado, the District of Columbia, Michigan, Ohio, West Virginia, and Wisconsin. The courts in these cases ruled that the alcohol advertisements were legal when shown to of-age adults, that the ads do not state that under
|
|
|
|
|
|
Kos Pharmaceuticals, Inc. v. Barr Laboratories, Inc.
Barr Laboratories, Inc.
In March 2005, just days before the district court for the Southern District of New York was scheduled to rule on a case-breaking preliminary injunction motion, W&S forced a favorable settlement for client, Barr Laboratories, in a patent infringement case over the blockbuster cholesterol-lowering drug Niaspan. To protect its most important asset, Kos Pharmaceuticals had erected a barrier of seven patents around Niaspan, its most lucrative and rapidly growing drug with nearly half-a-billion dollars in annual sales. The case was literally “bet-the-company” for Kos because Niaspan provides over 80 percent of the company’s profits to support its $1.8 billion market capitalization. Even though the case was not scheduled for trial until February
|
|
|
|
|
|
Charles Hunt, Terry Johnson et al. v. PepsiCo, Inc. and BBDO Worldwide, Inc.
BBDO
We represented PepsiCo, Inc. and BBDO Worldwide, Inc. in a lawsuit brought by the Flamingos, a 50s rock band, involving our clients’ use of the Flamingos’ version of “I Only Have Eyes for You” in a 1997 Superbowl commercial.
|
|
|
|
|
|
Lear Corporation $1 Billion Term Loan Facility
Lear Corporation
Winston & Strawn represented Lear Corporation in connection with a $1 billion
term loan facility, with JPMorgan Chase Bank, N.A. as administrative and
collateral agent.
|
|
|
|
|
|
Austrian Pharma Company Acquisition of Parenta Pharmaceuticals, Inc.
Winston & Strawn represented an Austrian pharmaceutical company in its
acquisition of Parenta Pharmaceuticals, Inc., a U.S.-based generic
pharmaceutical company.
|
|
|
|
|
|
Tricor Pacific Capital/Keyes Packaging Leveraged Recapitalization
Keyes Packaging Group, Inc.
Winston & Strawn represented Tricor Pacific Capital, Inc. and its portfolio
company, Keyes Packaging Group, Inc., in connection with a leveraged
recapitalization.
|
|
|
|
|
|
Furniture Brands $400 Million Revolving Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A., as administrative
agent, in connection with a $400 million revolving credit facility for
Furniture Brands International, Inc. and certain of its subsidiaries.
|
|
|
|
|
|
Xaloy Acquisition of Dynisco Extrusion
Xaloy Holdings, Inc.
Winston & Strawn represented Xaloy Incorporated, a portfolio company of Baird
Capital Partners, in its recent acquisition of Dynisco Extrusion LLC and the
related European extrusion business of Dynisco LLC.
|
|
|
|
|
|
Amsted Industries $725 Million Senior Credit Facilities Refinancing
Amsted Industries Incorporated
Winston & Strawn represented Amsted Industries Incorporated in connection with
a $725 million senior secured credit facility refinancing led by Citicorp North
America, Inc., as administrative and collateral agent, and Bank of America, as
syndication agent, for a syndicate of revolving credit and term lenders.
|
|
|
|
|
|
Focus Corporation $115 Million Syndicated Cross Border Financing
Harris Nesbitt Corp.
We represented Harris Nesbitt Corp, as lead arranger, and Bank of Montreal, as
administrative agent, in connection with a $115 million syndicated cross border
bank financing for Focus Corporation to finance its acquisition of The
Cadastral Group Inc. Focus Corporation, which is controlled by KRG Capital
Partners, LLC, is a consulting firm providing engineering, geomatics, planning,
and project management services to energy, environmental, infrastructure, land
development and resource clients.
|
|
|
|
|
|
Winner Steel $80 Million Credit Agreement
Winston & Strawn represented a major diversified financial institution in
connection with an $80 million asset-based revolving credit facility to Winner
Steel, Inc.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Commonwealth Edison $1 Billion Senior Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A., as administrative
agent, in connection with a $1 billion revolving credit facility for
Commonwealth Edison Company. The facility was secured by a first mortgage bond
issued by ComEd to JPMorgan.
|
|
|
|
|
|
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.
|
|
|
|
|
|
In re Bank One Securities Litigation - First Chicago Shareholder Claims
On March 16, 2006, the Northern District of Illinois approved a favorable settlement achieved by Winston & Strawn behalf of JP Morgan Chase & Co. in a shareholder class action lawsuit against the former Bank One Corporation and certain former officers and directors. The case arose out of the June 1998 merger of Banc One Corporation and First Commerce Corporation. The plaintiff class was seeking more than $1 billion in damages, and the matter ultimately settled for $39 million.
|
|
|
|
|
|
Morningstar $83 Million Acquisition of Ibbotson
Morningstar, Inc.
Winston & Strawn represented Morningstar, Inc. in connection with its $83
million acquisition of Ibbotson Associates, Inc.
|
|
|
|
|
|
Argonaut Group $75 Million Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A., as administrative agent
for a bank syndicate, in connection with a $75 million revolving credit
facility for Argonaut Group, Inc.
|
|
|
|
|
|
Hub Group $38 Million Acquisition of Comtrak Inc.
Hub Group, Inc.
Winston & Strawn represented Hub Group, Inc. in its $38 million acquisition of
Comtrak Inc.'s trucking business and assets.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Northlight Capital $18.5 Million Acquisition of United Sleep Products
Winston & Strawn represented Northlight Capital in connection with its $18.5
million acquisition of United Sleep Products, a mattress manufacturer based in
Denver, Pennsylvania. Northlight Capital is a private equity firm headquartered
in Chicago that specializes in investing in middle-market companies.
|
|
|
|
|
|
CP Hall Companies $35 Million Leveraged Recapitalization Financing
ABN-AMRO Capital Markets - Tax
Winston & Strawn represented LaSalle Bank, NA in connection with $35 million of
senior secured credit facilites to Ester Solutions Company, Memphis Solutions
Company, Marine Magnesium & Minerals Company, Hallcomid Solutions Company, RTD
Hallstar, Inc., CPH Innovations Corp., and CPH Services Corp., a group of
affiliated companies that produces chemical additives for the automotive,
agricultural, personal care, and pharmaceutical industries.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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.
|
|
|
|
|
|
American Wholesale Insurance $196 Million Financing
Madison Capital Funding LLC
Winston & Strawn represented Madison Capital Funding LLC, as agent and
arranger, in connection with an aggregate of $196 million in first and second
lien senior secured credit facilities to American Wholesale Insurance Group,
Inc., the largest independent insurance wholesaler in the country. Parthenon
Investors acts as the equity sponsor for American Wholesale Insurance Group,
Inc.
|
|
|
|
|
|
Meritas Acquisition of College du Leman
Sterling Capital Partners
Winston & Strawn represented Meritas, LLC, a portfolio company of Sterling
Capital Partners, in connection with its acquisition of College du Leman
International. College du Leman operates a primary and secondary school in
Geneva, Switzerland.
|
|
|
|
|
|
Robbins & Myers, Inc. $50 Million Senior Secured Revolving Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A. in connection with a $50
million amended and restated senior secured revolving credit facility for
Robbins & Myers, Inc., a leading supplier of application-critical equipment and
systems to global pharmaceutical, energy, and industrial markets.
|
|
|
|
|
|
Benchmark Medical Holdings $150 Million First and Second Lien Financings
Heller Financial, Inc.
Winston & Strawn represented a major diversified financial institution, as
administrative agent and arranger, in connection with an aggregate of $150
million in first and second lien senior secured credit facilities to Benchmark
Medical Holdings, Inc., the nation's third largest provider of musculoskeletal
rehabilitation services.
|
|
|
|
|
|
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.
|
|
|
|
|
|
ULLICO Stock Investigation
Ullico, Inc.
Winston & Strawn and Governor James Thompson served as special counsel to ULLICO, a Washington, D.C.-based union-owned insurance company, to conduct an internal investigations into possible insider trading and fiduciary duty violations related to certain ULLICO stock transactions that occurred under its former management. Our attorneys prepared the 138-page confidential "Thompson Report," which was issued to the ULLICO directors and officers and their counsel. ULLICO’s board voted to publicly disclose the report, and Governor Thompson testified before a U.S. Senate panel investigating the matter. After the report was publicly released, ULLICO elected a new board and management team and adopted the corporate governance reforms recommended by
|
|
|
|
|
|
Eastman Kodak Memory Card Litigation
Eastman Kodak
We are currently representing the Eastman Kodak Company in a state court class action in San Francisco. The plaintiffs are challenging representations made by Kodak regarding the storage capacity of memory cards and digital cameras.
|
|
|
|
|
|
Anthony, et. al. v. American Airlines, et. al.
American Airlines
This purported class action involved former TWA flight attendants who claimed
that their integration into the American Airlines system after the merger
violated the Age Discrimination in Employment Act.
|
|
|
|
|
|
Morningstar Internal Investigation
Morningstar, Inc.
Winston & Strawn represented Morningstar in a year-long Securities and Exchange
Commission investigation related to incorrect data that Morningstar published
with respect to a mutual fund that overstated the fund’s returns.
|
|
|
|
|
|
ING $2.5 Billion Letter of Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JP Morgan Chase Bank, N.A. in a $2.5 billion
amendment to a letter of credit facility with ING America Insurance Holdings,
Inc. and certain of its subsidiaries, including its Bermuda subsidiary Security
Life of Denver International Limited.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Stryker Corporation $1 Billion Multicurrency Revolving Credit Facility
Stryker Corporation
Winston & Strawn represented Stryker Corporation, a leading manufacturer of
medical devices, in a $1 billion multinational, multicurrency, unsecured credit
facility.
|
|
|
|
|
|
Price, et al. v. Philip Morris USA (Appeal)
Philip Morris USA Inc.
On December 15, 2005, the Illinois Supreme Court issued a landmark decision in Price v. Philip Morris USA Inc., reversing a Madison County circuit court's $10.1 billion judgment against client Philip Morris USA and directing entry of judgment for the company. The Price class action alleged that by marketing Marlboro Lights and Cambridge Lights as "light," and Marlboro Lights as having "lowered tar and nicotine," Philip Morris USA violated the Illinois Consumer Fraud and Deceptive Practices Acts because the cigarettes did not deliver "lowered tar and nicotine" to smokers.
|
|
|
|
|
|
HSH Nordbank Joint Venture with Bank of America
HSH Nordbank AG
Winston & Strawn represented HSH Nordbank AG in connection with its acquisition
of a partnership interest with Bank of America, N.A.
|
|
|
|
|
|
Consolidated Services Group $21 Million Senior Secured Credit Facilities
CapitalSource Finance LLC
Winston & Strawn represented CapitalSource Finance LLC, as agent, in connection
with $21 million senior secured credit facilities to Consolidated Services
Group, Inc. to finance the acquisition of the limited liability company
interests of Alta Services LLC and Consumer Health Network Plus, LLC.
|
|
|
|
|
|
Archer Daniels Midland Company v. UOP LLC
UOP
ADM claimed that UOP's sale to it of molecular sieves, used in removing water from ethanol, breached certain implied warranties.
|
|
|
|
|
|
Crown, Cork & Seal $1.3 Billion Financing
Deutsche Bank Trust Company Americas/Deu
Winston & Strawn represented Deutsche Bank, AG in connection with a $1.3
billion senior secured multinational credit facility for Crown, Cork & Seal.
|
|
|
|
|
|
Bavaria International Aircraft Leasing Purchase of Boeing Aircraft
Bavaria International Aircraft Leasing G
Winston & Strawn represented Bavaria International Aircraft Leasing, a German
aircraft operating lessor, in the financing of its purchase of two new Boeing
737 aircraft. The aircraft are leased by BIAL to China Southern Airlines.
|
|
|
|
|
|
Midas International $110 Million Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Straw represented JPMorgan Chase Bank, N.A., as administrative agent,
in connection with a new five-year $110 million unsecured revolving credit
facility for Midas International Corporation, one of the world's largest
providers of automotive services.
|
|
|
|
|
|
Hilco Equity Acquisition of Awrey Bakeries
Hilco Equity LLC
Winston & Strawn represented Hilco Equity Management LLC and Monomoy Capital
Partners LLC in the acquisition of Awrey Bakeries, Inc., one of the largest
privately owned baked goods producers in the country.
|
|
|
|
|
|
Sale of RxPerts to Kindred Healthcare
Winston & Strawn represented RxPerts and its sole stockholder in connection
with the sale of substantially all of its assets and business to Kindred
Healthcare, Inc.
|
|
|
|
|
|
Sterling Capital Partners Acquisition of North Broward Preparatory Schools
Sterling Capital Partners
Winston & Strawn represented NBP Schools, LLC, an indirect subsidiary of
Sterling Capital Partners, in its acquisition of The North Broward Preparatory
Schools by purchasing all of the outstanding membership interests of North
Broward Preparatory Schools, L.C., a Florida limited liability company; all of
the outstanding partnership interests of Florida Preparatory Schools
Management, Ltd., a Florida limited partnership; and all of the outstanding
partnership interests of North Broward Preparatory Schools, Ltd., a Florida
limited partnership, from the individual equity holders of each entity.
|
|
|
|
|
|
Raymond James $200 Million Credit Facility
JPMorgan Chase Bank, N.A.
Winston & Strawn represented JPMorgan Chase Bank, N.A., as agent, in connection
with the amendment and restatement of a $200 million revolving credit facility
for Raymond James Financial, Inc., a Florida-based holding company whose
subsidiaries are engaged in a variety of financial services activities,
including one of the larger retail brokerage firms in North America.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Deutsche Bank $1.45 Billion Credit Agreement for Ball Corporation
Deutsche Bank Trust Company Americas/Deu
Winston & Strawn represented Deutsche Bank AG in connection with $1.45 billion
multicurrency secured credit facility to Ball Corporation and certain of its
foreign subsidiaries. The proceeds were used by Ball to refinance its existing
credit facility and to redeem certain of its outstanding public notes.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Security Alarm Financing $81 Million Credit Facility
Winston & Strawn represented a major diversified financial institution in
connection with an $81 million amended and restated credit facility for
Security Alarm Financing Enterprises, L.P.
|
|
|
|
|
|
$55 Million Cross-Border Financing for KRG Capital's Acquisition of Focus Corp.
Harris Nesbitt Corp.
Winston & Strawn represented Harris Nesbitt Corp, as lead arranger, and Bank of
Montreal, as administrative agent, in a $55 million cross-border syndicated
bank financing for KRG Capital Partners, LLC’s acquisition of The Focus
Corporation Ltd.
|
|
|
|
|
|
Nuveen Investments $400 Million Credit Agreement
Nuveen Investments LLC
Winston & Strawn represented Nuveen Investments, as borrower, in connection
with a $400 million five-year unsecured revolving loan. Bank of America acted
as the administrative agent for the facility and Citibank acted as the
syndication agent.
|
|
|
|
|
|
$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.
|
|
|
|
|
|
Advanced Circuits $54.5 Million Senior Secured Financing
Madison Capital Funding LLC
Winston & Strawn represented Madison Capital Funding LLC, as agent and lead
arranger, in connection with $54.5 million senior secured syndicated credit
facilities to Advanced Circuits, Inc.
|
|
Del.icio.us
Digg
Facebook
Google Bookmarks
LinkedIn
Live
Reddit
Slashdot
StumbleUpon
Technorati
Twitter
Yahoo! Bookmarks
Yahoo! MyWeb
