YIR2009

Clients, Alumni and Friends,

A year that started in economic freefall ended, thankfully, on a stronger footing. Along the way, however, there was no shortage of challenges. Many private equity firms were forced to rethink their acquisition strategies in light of continuing credit market weakness. Redemption-plagued hedge funds sought to avoid unwinding illiquid positions at an inopportune time. Compliance officers were kept on their toes by constantly changing proposals and new regulations.

It was the kind of year to have a law firm like SRZ working on your behalf. As in 2008, when we helped our clients navigate a tidal wave of regulatory initiatives by providing immediate, accurate and practical advice, clients again turned to us for legal, regulatory and legislative updates on critical developments, ranging from insider trading crackdowns and new short-selling disclosure obligations to proposals for comprehensive financial system reform.

Further demonstrating why we are known as the “preeminent” adviser to the financial services industry, we responded to the more aggressive regulatory enforcement climate by adding a five-person securities litigation team to our Washington, D.C., office, and addressed an increase in financial and operational restructurings by deepening the bench strength of our business reorganization practice.

Just as important, we continued to practice law the way we set out to when the firm was founded 40 years ago—collaboratively. By strategically pooling the expertise and experience of the members of our core practice areas, we were able to provide clients with the 360-degree perspective necessary to meet last year’s challenges and seize its opportunities.

As you will see in the pages that follow, in addition to assisting in some sizable fund formations and innovative fund restructurings, complex financings and award-winning M&A deals, we helped a number of investors scoop up distressed assets through the negotiation of prepackaged restructuring plans and Section 363 sales, and scored several significant arbitration and courtroom victories on behalf of clients swept up in the recent surge of litigation and enforcement activity.

Finally, we thank our clients, alumni and friends. Doing business in uncertain economic times requires a positive outlook, strategic flexibility and openness to new ideas and innovation, qualities you’ve shown in abundance, and which inspire us every day as we work to help you achieve your goals.

2 | Schulte Roth & Zabel

Bank Regulatory A broad range of financial institutions and service providers, including depository institutions and trust companies; mortgage, consumer finance and lending firms; and money transmitters, foreign-exchange companies and payment system providers, look to us to keep them current on legislative and regulatory developments affecting their businesses. Our clients also turn to us for advice and representation on a wide range of transactional matters, including assisting with new bank charters and charter conversions; structuring new businesses and products; mergers and acquisitions; financings and investments (including structured products, merchant banking activities and bank-sponsored investment funds); asset dispositions and reorganizations; and responding to regulatory inquiries, litigations and claims.

Business ReorganizationRecent economic conditions have forced many businesses, large and small, to restructure their debts or liquidate. We have extensive experience representing hedge and private equity fund investors as secured and unsecured creditors, debtor-in-possession lenders, acquirers, equity holders and plan sponsors in reorganizations, out-of-court workouts and related litigation, including claim challenges and preference, fraudulent transfer, equitable subordination, recharacterization and lender liability suits. We also represent debtors, trustees and creditors’ committees. We have represented many accounting, financial advisory and law firms in retention and payment disputes. We also regularly advise investment funds on the acquisition and divestiture of troubled companies and distressed debt, prime brokerage customers with respect to financially troubled broker-dealers, and participants to financial markets contracts regarding counterparty insolvency risks.

Business TransactionsWhile credit to business remains tight, with many good deals to be had, cash-rich firms are eager to make acquisitions at the right price. We handle domestic and cross-border transactions of all sizes and levels of complexity, including mergers, acquisitions and corporate restructurings, control and non-control investments, leveraged buyouts, distressed investments, activist investments and PIPEs transactions on behalf of public and private companies and investors, including private equity funds and their portfolio companies. In addition to the wisdom and experience we bring to every representation, we pride ourselves on our reputation for out-of-the-box thinking in our handling of a variety of business challenges, whether we’re evaluating, structuring and negotiating the purchase or sale of a business or the making or disposing of an investment, tapping equity and high-yield debt markets, or planning a proxy fight.

Employment & Employee Benefits Unlike most corporate firms with employment law practices, we counsel and represent clients with respect to the whole employment relationship, offering ongoing guidance on all aspects of both labor and employment law, from compliance with federal, state and local statutes to negotiation of employment contracts, non-competition arrangements and separation agreements. In the compensation and benefits area, we provide technical advice (informed by our extensive litigation experience) both to employers in the private, public and non-profit sectors and to trustees and administrators of pension and other employee benefit plans. Our expertise in drafting executive compensation agreements and ERISA plans has proved invaluable to SRZ’s transactional practice. We advise employee benefit plans (and financial services industry participants) on the laws regulating the investment of plan assets, and have a significant practice representing private colleges and independent schools on education law matters.

Core Practices

Schulte Roth & Zabel is a multidisciplinary firm with 450 lawyers working out of offices in New York, Washington, D.C.,

and London. Since our founding in 1969, we have successfully served the financial services industry.

Year in Review 2009 | 3

EnvironmentalEnvironmental regulations are numerous, complex and frequently subject to change. We regularly advise clients on a wide range of complex environmental matters arising in mergers, acquisitions and divestitures, securities and debt financings, and workouts and business restructurings, among other domestic and global business transactions. Issues having to do with air quality, water quality, chemical controls or waste management that we have addressed include New Source Review under the Clean Air Act, development of real estate under brownfield programs, emerging obligations under green building programs and climate change laws. In addition to advising lenders on their environmental exposure, we counsel on permitting and regulatory compliance, and the development and implementation of environmental management systems. We also draft insurance programs to achieve environmental risk transfer and litigate coverage issues and professional errors & omissions and directors & officers claims.

FinanceIn a tight credit market, it is important to have legal counsel who can think creatively, whether identifying potential sources of financing or negotiating ever-more-complex lending arrangements. Acting as lender’s or borrower’s counsel, we represent clients in financing transactions with facility sizes ranging from $10 million to $10 billion. We regularly act as counsel to the lead agents, or to one or more syndicate members, in transactions involving asset-based and cash-flow loans, working-capital and acquisition loans, “b” tranche or “last-out,” second-lien and mezzanine loans, and debtor-in-possession and exit financings. Particularly during the last two years, we have worked on UCC foreclosures, debt buybacks and other capital restructures (including debt conversions, amend and extend restructures and recapitalizations), both for lenders and for portfolio companies of private equity funds. We also help hedge funds leverage their investments and obtain working capital.

Individual Client ServicesWe represent many of the wealthiest individuals in the U.S. on tax and succession planning, charitable giving (through private foundations, public charities, split-interest trusts and direct giving), estates and trusts

(including representation of individuals and institutions acting as fiduciaries with respect to both general administrative matters and litigated or contested ones) and family law matters, including the negotiation of pre- and post-nuptial and cohabitation agreements, and the negotiation or mediation of large divorce matters. SRZ’s “team approach” to law practice enables us also to represent clients in transactional matters involving family businesses (such as buy-sell agreements), the purchase and sale of residential real estate, the resolution of family and estate-administration disputes, and planning for incapacity.

Intellectual Property, Sourcing & TechnologyOur lawyers combine knowledge of the law, expertise in software, hardware, systems integration, Internet applications, information security and telecommunications, and a thorough understanding of a client’s business and market position to help clients achieve their goals. Offering boutique-style, hands-on attention backed by the experience and resources of a large, full-service firm, our IP lawyers help clients identify, acquire, protect, divest, transition and license information technology and intellectual property assets. In addition to serving the IT, IP outsourcing and supply contract needs of the firm’s financial services industry clients, including hedge fund and private equity fund clients, attorneys in the group counsel and represent many of such funds’ portfolio companies, which cover a wide variety of industry sectors, from technology services, manufacturing and transportation to retail, hospitality and media.

Investment Management Over the past two years, the hedge fund industry has gone through the most trying time in its history, experiencing record losses, many fund failures, and not enough liquidity on hand to meet redemption requests. While 2009 ended with better performance and more stability, including the return of net inflows, the financial crisis resulted in a shift in bargaining power in favor of investors on issues of transparency, fees and exit terms. SRZ’s large team of fund attorneys has the restructuring experience necessary to address the competing demands of investors and fund managers in the hedge, private equity, sovereign wealth and fund of funds space; the industry knowledge to keep investment advisers,


broker-dealers, commodity pool operators, brokerage firms and banks current on legislative and regulatory developments; and fund formation experience across a wide range of investment strategies and product structures, including middle market, leveraged buyout, crossover, real estate, mezzanine, distressed investing, venture capital and industry-specific, as well as SBICs and business development companies.

LitigationRecent regulatory developments, from passage of the Wall Street Reform and Consumer Protection Act of 2009 to the SEC Enforcement Division’s formation of an Asset Management Unit, portend a new wave of enforcement actions and litigation. Our Litigation Group has the resources and experience to handle a wide variety of matters, including regulatory investigations and enforcement actions brought by the SEC, U.S. Attorneys Offices, state securities regulators, state attorneys general and self-regulatory organizations; securities litigation, including defense of derivative suits and class actions; defense of white-collar criminal prosecutions and grand jury investigations; anti-money laundering and antitrust matters; and general commercial litigation, including complex corporate; proxy contests and control issues; insurance; bankruptcy, reorganization and creditor’s rights; professional liability; trusts and estates; real estate; employment; and intellectual property. In addition to our extensive courtroom trial experience, we represent clients before the AAA, FINRA, ICC and other arbitral institutions.

Real EstateAs commercial and residential real estate markets show signs of turnaround, left aground by the receding tide are some of the best investment opportunities in decades. SRZ’s Real Estate Group is deeply involved in the distressed real estate arena, representing investors, lenders, sovereign wealth funds, developers, owners and tenants in a wide variety of complex and sophisticated transactions, including the sale and acquisition of commercial property; the formation of real estate funds, joint ventures, partnerships and other co-ownership arrangements; workouts, restructurings and reorganizations (including bankruptcy situations); securitized mortgage loans, mezzanine financings,

preferred equity, equity kickers and other creative financing situations; the leasing of commercial property; and construction and architectural agreements and all other aspects of the development process. Our domestic and international real estate expertise ranges from office and industrial properties, shopping centers, apartment buildings and luxury hotels to equity interests in real estate opportunity funds, real estate operating companies and REITs.

Structured Products & Derivatives We structure and negotiate complex over-the-counter derivative products, such as swaps, options and forwards, as well as other derivatives referencing bonds, loans, equity securities, commodities, hedge funds, interest rates and foreign currencies. We assist in structuring and negotiating other financial arrangements, such as repur-chase agreements, securities lending agreements, prime brokerage agreements and master netting agreements. We help clients address trading and regulatory compli-ance issues arising from such products and arrangements. Additionally, we have acted as deal or manager counsel in numerous offerings of credit-oriented funds, collateral-ized loan obligations and other structured investment vehicles focusing on asset-backed securities, high-yield loans and bonds, investment grade corporate debt, credit default swaps and hedge fund interests.

TaxEvery business or investment transaction has tax consequences, and our Tax Group provides planning advice to clients across the spectrum of the firm’s practice areas. Our tax attorneys are practical business lawyers who combine knowledge of the law with the deal experience necessary to apply that knowledge to sophisticated commercial transactions. Whether called upon to assist with a cross-border M&A matter, to advise an investor in distressed securities or to structure a private investment fund, the group’s acute understanding of our tax laws’ possibilities and pitfalls is a critical part of SRZ’s ability to advise some of the world’s most sophisticated clients.

Core Practices


Business Transactions

In the first half of 2009, with many companies either unable to get the necessary credit or too uncertain

about the future to make acquisitions, merger and acquisition activity slowed. However, once credit started

flowing, the market picked up. In addition, companies that entered the downturn with strong cash positions

were eager to seize value-buying opportunities. While there were some mega-deals (e.g., our representation

of Chrysler Corp. in connection with its reorganization and sale of assets to FIAT Group earned us Deal of

the Year Awards from Global M&A Network and International Financial Law Review), most of the year’s

transactions were middle-market, financing being easier to find, and they made up the bulk of our work.


Government Services M&A One industry sector in which merger and acquisition activity remained vibrant in 2009 was federal government services. We represented private equity investment firm Veritas Capital in connection with a number of acquisitions in this area, including its acquisition of Kroll Government Services Inc. from Kroll, Inc., a subsidiary of Marsh & McLennan. In conjunction with the transaction, the acquired company was renamed KeyPoint Government Solutions Inc. The company provides security-clearance background investigations and pre-employment screening services to U.S. government agencies, also providing related investigative, monitoring and fraud prevention services helping such agencies ensure the integrity of these processes. KeyPoint serves U.S., state and local government customers, including the Office of Personnel Management, the Department of Homeland Security, the Transportation Security Administration, Customs and Border Protection, Immigration and Customs Enforcement, the Department of Justice and the Los Angeles Police Department, among others.




Another sector of the economy in which M&A transaction volume was strong last year was financial institutions.

We served as regulatory counsel to The Western Union Company in connection with its acquisition of Victoria, Canada-based Custom House Ltd., a provider of B-to-B international payments solutions, for $370 million in cash on hand, from private equity firm Great Hill Partners. Custom House will become part of the Western Union Global Payments segment. Officials at Western Union said the acquisition will expand its presence in the small- and medium-size enterprises payment market, diversify its product portfolio and expand its customer base.

We also represented Cerberus NCB Acquisition LP, the holder of a majority of the outstanding common stock of Aozora Bank, in connection with Aozora’s agreement, subject to approval from shareholders and the relevant regulatory authorities and the satisfaction of certain other conditions, to a merger of equals with Shinsei Bank. The combined bank will be the sixth-largest banking group in Japan.

SRZ served as counsel to The Clinton Group, a private investment fund, in its acquisition of a significant minority interest in the parent company of Urban Trust Bank FSB, a federally chartered thrift institution, with $737 million in assets, located in Florida, Maryland and Washington, D.C.

In a “club deal,” a group of private equity firms will pool their assets to make a collective acquisition, thus allowing for the purchase of larger and more expensive companies than each constituent firm could acquire through its own funds. SRZ is representing a “club member” in one such pending acquisition— of First Republic Bank, a private bank and wealth management company with offices in ten major metropolitan areas, from Bank of America.

Additionally, our firm acted as counsel to the U.S. affiliate of a European bank in connection with the establishment of a receivables purchase facility for the purchase, on a revolving basis, of equipment dealer receivables totaling $400 million originated by a U.S.-based equipment-finance company.

Bank Consolidations

SRZ was ranked "Most Active Investor Legal Counsel in the U.S. PIPE Market" for 2009. — PrivateRaise and PlacementTracker



We represented Starwood Land Ventures LLC, an affiliate of Starwood Capital Group Global LLC, a real estate-focused private equity firm based in Greenwich, Conn., in connection with its purchase out of bankruptcy of all the Florida assets of liquidating national homebuilder Tousa Inc. Pursuant to a sale conducted under Section 363 of the Bankruptcy Code, Starwood acquired all of Tousa’s Florida-based assets, which included 5,499 empty lots of land, 36 completed model homes and certain other related assets. Tousa had built homes in five Florida markets: central Florida, Jacksonville, southeast Florida, southwest Florida and Tampa-St. Petersburg. During the auction, Starwood, previously designated as the stalking-horse bidder for Tousa’s Florida assets, raised its initial bid to top Paulson RERF Acquisition Corp.’s final offer. RyanDune JV LLC also participated as a bidder in the auction.

Fund Buys Bankrupt Homebuilder’s Florida Assets

“The corporate team at Schulte has everything you need to get through tough negotiations and is always available.” — Chambers USA 2009



We represented NewPage Corpo-ration, the largest manufacturer of coated paper in North America, in con-nection with a series of transactions that not only increased its operating flexibility but also earned our client a “High-Yield Bond Deal of the Year” award from International Financing Review, one of the capital markets industry’s highest accolades.

The first transaction to close con-sisted of amendments to NewPage’s term loan and revolving credit facility, including a covenant holiday from the financial maintenance obligations con-tained in the term and revolver, which gave NewPage additional flexibility to weather the effects of the recession on the coated paper industry.

The next transaction—a highly successful upsized high-yield debt offering -- consisting of a $1.7 billion offering of new first lien senior secured notes, which were placed in the 144A market. This transaction allowed NewPage to refinance its entire term loan.

The third component of the transactions consisted of concurrent tender offers, by NewPage Corporation and an affiliate of its parent, Cerberus Management Partners LP, for various series of outstanding second lien and subordinated notes of NewPage and NewPage Holding Corporation. The tender offers were structured as modified Dutch auctions and fixed-price tenders with a waterfall acceptance feature.

Debt Refinancing in a Tight Credit Market

SRZ received the “Global M&A Deal of the Year” for the sale and reorganization of Chrysler LLC. — Global Major Network 2009


Teamwork

To provide clients with the highest quality representation, we often bring together attorneys from various

practice groups to work on particular matters. Strategically blending lawyers from different disciplines into

a cohesive team helps to ensure that we cover all bases, and that we do so in the most efficient and cost-

effective manner possible. While this interdisciplinary approach is not unique to our firm, we believe that

we utilize it to a greater degree—and to greater effect—than other full-service firms. Coupled with the

client-focused, business-minded and results-oriented approach we take in all of the matters we handle,

we have found that cross-practice collaboration produces the best outcomes for our clients.


Credit-Bid Purchase of Apparel Chain in 54 DaysOur representation of D.B. Zwirn Special Opportunities Fund, L.P. (“DBZ”) in its credit-bid purchase of Everything But Water, a leading retailer of women’s swimwear and resort apparel, is another example of a successful cross-practice collaboration, with attorneys in our restructuring, finance, M&A, tax, employment, real estate and litigation practices working together on behalf of DBZ, a prepetition secured creditor that provided debtor-in-possession financing and then agreed to act as the so-called “stalking horse” bidder in a sale of substantially all of the debtors’ assets. Despite numerous objections from the creditors’ committee and a contested sale hearing, we negotiated and closed a sale of the debtors’ assets in 54 days. Our assistance in structuring the asset sale process included creating the holding company that bid for the assets, negotiating the asset purchase agreement with the debtors, evaluating the tax implications associated with the purchase, evaluating employee retention and termination issues, and analyzing over 70 store leases.

A success that could only have been achieved through the focused and efficient utilization of lawyers from a variety of practice areas involved our representation of The Blackstone Group and Cerberus Capital Management LP in a dispute with U.S. Shipping Partners LP and its affiliates (“U.S. Shipping”) over control of a joint venture formed to construct five oil tankers. Work was performed by lawyers in our litigation, business reorganization, finance, business transactions, tax and IP areas.

After we assisted our clients in preparing notices asserting defaults by U.S. Shipping under the joint venture agreement, advising that foreclosure proceedings were going to be commenced and terminating U.S. Shipping’s roles as managing member and vessel manager for the venture, U.S. Shipping filed a complaint in state court for an order declaring the notices invalid and a motion to preliminarily enjoin our clients from taking any action with respect to them. We opposed the motion, counterclaimed and cross-moved to enforce our default notices.

On the eve of the injunction hearing, U.S. Shipping filed for bankruptcy to take advantage of the Bankruptcy Code’s automatic stay provisions, then took steps to remove the state court action to district court, which referred it to the bankruptcy court.

With the bankruptcy court hearing on the injunction motions just hours away, U.S. Shipping agreed to settle the dispute for an amount substantially less than its investment in the venture and to cede all of its interests therein to our clients. SRZ handled the negotiation and closing of that settlement, the transition of vessel management to a new third-party operator, and the obtaining of necessary approvals from the vessel charterers. We also assisted on IP matters in connection with the joint venture’s new name and logo. We then assisted the joint venture in entering into a $250 million credit facility and advised it in negotiating an amendment to the construction contract in respect of the three oil tankers yet to be completed.

Steering a Troubled Joint Venture Safely to Port


Investment Management

Lack of credit. Poor returns. Unprecedented redemption requests. Increased compliance costs. The financial

crisis that hit the world in 2008 quickly resulted in a number of hedge fund closures. Those that have

survived have had to retrench and refocus—address liquidity issues, adjust fee structures, look for merger

partners. While hedge fund formations were few and far between in the first half of 2009, the fourth quarter

saw $13.8 billion in new money pour into the space, resulting in an uptick in fund formations, particularly in

the private equity and hedge fund hybrid categories.


Fund Restructurings

Faced with significant portfolios of illiquid assets and investor demands for greater liquidity, even the most successful funds had to make adjustments. Given the unprecedented circumstances, our investment management team was challenged to create innovative solutions to some intricate problems while providing sound legal advice.

A prime example of the sophisticated advice we provided clients amending the terms of their hedge funds was our representation of hedge fund manager Solus Alternative Asset Management LP in connection with a comprehensive restructuring of its flagship Sola fund complex. The objective of the restructuring was to address a divergence between the liquidity of the fund’s assets (mainly debt, distressed and restructured equity investments) and requests for redemptions that had emerged in late 2008 and early 2009.

We assisted Solus in devising several restructuring options for Sola investors,

counseled the firm through a temporary suspension of redemption rights, assisted in the creation of new liquid and liquidating share classes and established a special purpose liquidating vehicle. In addition, Solus held a Dutch auction led by Credit Suisse Securities (USA) LLC to provide a secondary market for Sola shares.

In the span of just six weeks, we produced over a dozen offering memoranda and nearly two dozen offering memoranda supplements and fully revised all of Sola’s governing agreements.

Fund Complex Offers Investors Options

Buying Time until Economy Picks UpWe helped hedge fund GoldenTree Asset Management LP to provide liquidity to investors in feeder funds of its flagship master fund without having to sell fund assets under distressed market conditions. For investors seeking liquidity, GoldenTree retained Credit Suisse Securities (USA) LLC to run a modified Dutch auction of their shares. Eligible sellers submitted “sell order forms” to the broker-dealer disclosing the percentage of net asset value at which they were willing to sell their shares, while existing and potential new investors submitted “buy order forms” disclosing the percentage of NAV at which they were willing to buy shares from selling investors. Credit Suisse then sought to find a price at which the largest percentage of supply and demand would clear.

GoldenTree’s success in providing existing investors with a means of egress while simultaneously generating an influx of new investors, illustrates the Dutch auction model as a new alternative for funds waiting for the economy to turn around and their assets to increase in value.


Sale of Stake in FundSRZ has represented a number of clients in connection with the acquisition or sale of investment management firms or their assets. In one such transaction, we represented Shumway Capital Partners LLC in connection with the sale of a minority stake of Shumway Capital to Goldman Sachs’s Petershill Fund and in a related reorganization of the Shumway operating entities. The transaction closed on Dec. 31, 2009, and the reorganization was completed during the first quarter of 2010.


Tender Offers for Fund Shares on the Rise Public companies typically buy back debt when interest rates have decreased, if the company wants to reduce outstanding debt or if debt reduction is a necessary condition for a merger or acquisition. The same now goes for hedge funds and funds of hedge funds.

In 2009, SRZ completed numerous tender offer and related transactions for a number of fund clients. Each transaction required the collaboration of attorneys in our investment management, business transactions and tax groups. The form of these transactions was tailored to the specific needs and structure of each client.

One variation was a cash tender offer by a master fund to acquire the outstanding securities of its affiliated feeder funds and special purpose vehicles (SPVs). The offer was made at either a fixed price or pursuant to reverse Dutch auction procedures (i.e., the master fund specifies a range of prices and pays each tendering investor whose interests are accepted the price in the range specified by such investor). Another form of tender offer was pursuant to “modified” reverse Dutch auction procedures (i.e., similar to a standard reverse Dutch auction, except that a “clearing price” is determined and all investors are paid based on that number).

Fund share tender offers are another example of SRZ’s involvement in innovations in the private fund industry.



Distressed Debt FocusWe advised Centerbridge Partners LP, a private equity firm that specializes in leveraged buyouts and distressed securities opportunities, in connection with the formation of Centerbridge Special Credit Partners, a private equity fund focused on distressed-debt investments. While structured as a private equity fund, it will invest alongside Centerbridge Credit Partners, a hedge fund previously established by Centerbridge Partners LP. Investments will include non-control distressed securities and undervalued credit investments, such as leveraged loans, high-yield bonds, specialty financings, structured products and credit-related equities.

Fund Formations

While there were few notable hedge fund formations in 2009 (the fourth quarter was the first time since the financial crisis began that launches exceeded liquidations), investors gravitated to the private equity space. We built many closed-end funds, both traditional private equity funds and, for hedge fund clients seeking to manage their liquidity by side-pocketing illiquid or difficult-to-value assets in return for restructured upside fees paid only on realization of the underlying assets, hybrid funds.




Feeder and Credit/Distressed FundsWe represented an investment manager in connection with the formation of two new feeder funds, launched to accommodate new investments into an existing master fund whose portfolio totaled approximately $5 billion.

We represented the same client in connection with the launch of two new credit distressed funds. The funds’ primary investment objective was to provide investors with superior, absolute returns by investing primarily in distressed bonds, “stressed” high-yield bonds, first- and second-lien bank loans, debtor-in-possession financings and trade claims (on the long side of the portfolio); and in investment-grade bonds, high-yield bonds and credit default swaps (on the short side of the portfolio). The funds have a three-year term, with a clawback at the end, and utilize a 25% investor-level gate for redemptions.

‘Best International Law Firm in London’ — HFMWeek 2009 European Service Provider Awards

Double Fund Launch Closes at More than $3BWe advised our client, Mount Kellett Capital Management LP, in the formation of Mount Kellett Capital Partners LP and Mount Kellett Capital Partners (Cayman) L.P., parallel private equity funds with a global multi-strategy focus. While the funds will follow a multi-strategy approach, targeted investments will include distressed equity and debt investments on a global basis and growth capital and other investments in Asia. As of their final closing, the funds had committed capital in excess of $3 billion.

Global Multi-Strategy FundWe assisted Stephen S. Jamison, former Managing Director and Global Macro Portfolio Manager in Morgan Stanley Proprietary Strategies, in launching his new firm, Jamison Capital Partners, LP, which was one of the more notable new launches in 2009. Jamison serves as the investment manager to Koppenberg Macro Commodity Fund, L.P. and Koppenberg Macro Commodity Fund, Ltd. These funds, which were launched in April 2009, apply discretionary global trading strategies across commodities, foreign exchanges fixed income and equities.


SRZ in LondonAn estimated 70 percent of hedge funds operating in Europe are based in the United Kingdom and a significant number of them are our clients. HFMWeek, a leading information provider to the international hedge fund community, recognized our leadership position in the European hedge fund space when it named us the “Best International Law Firm in London” at its 2009 European Service Provider Awards ceremony. In addition to providing U.K. and U.S. law advice to a wide variety of funds and managers located in the U.K., Continental Europe, the Middle East, Southern Africa, Asia and Australia, attorneys in our London office last year advised a number of clients in connection with fund formations. For example, we advised Susa Fund Management, a client whose principal had previously worked at another large hedge fund manager before going out on his own, on the launch of the Susa European Equities Fund, and counseled Belay Partners on the formation of its maiden fund. The latter fund structure is noteworthy for the extent to which it aligned the interests of the principals with those of its investors, and for its novel risk-management system, both of which are indicative of 2009’s industry-wide rebalancing of power in favor of the investor.

TALF: Helping Clients Identify New OpportunitiesIn early 2009, the Federal Reserve and the Treasury launched the Term Asset-Backed Securities Loan Facility, or TALF, program. Having worked with industry groups and regulators on the program, we were well-versed in its intricacies. Through client conference calls, webinars and alerts, attorneys from our structured products, tax and investment management groups educated over 200 clients on investment opportunities presented by the program. We also closed over $2 billion of financing deals which utilized leverage provided by TALF and acted as counsel in connection with the establishment of several funds that participated in the TALF program.


‘Private Equity Funds [by Stephanie Breslow and Phyllis Schwartz] gives you the solid understanding of private equity funds that can help you make these vehicles grow, while providing full coverage of the laws and regulations governing them.’ — Corporate-Bonds.net


Opportunistic Investing

Hard times bring opportunities, and, in 2009, SRZ’s Distressed Investment Group—a melding of the firm’s

business reorganization, finance, business transactions, real estate and tax expertise—advised on every

phase of distressed investing, including counseling investor clients on distressed debt trading issues, loan-to-

own strategies, out-of-court restructurings, bankruptcy situations and acquisitions of control.


Renewed Interest in Structured Financial ProductsIn 2009, the capital markets again came to recognize the value in structured products. Two examples:

We acted as counsel to an asset manager hired to manage a multi-billion-dollar worldwide portfolio of structured products. Our representation included negotiation of the asset management agreement as well as counseling on various structures proposed for the ownership and reporting of the investments.

We also acted as counsel to the asset manager in the formation of a new structured vehicle that successfully acquired a portfolio of over $4 billion in structured securities.

We represented a group of secured term loan lenders led by Clarion Capital Partners LLC in the bankruptcy auction acquisition of substantially all the assets of dinnerware icon Lenox Group Inc. The deal, which included the Lenox, Dansk, Gorham and Department 56 brands, was valued at approximately $100 million, including cash and the assumption of certain liabilities.

U.S. Bankruptcy Judge Allan L. Gropper of the Southern District of New York authorized the acquisition, but only after a heavily contested auction process. Lenox had initially disqualified the Clarion-led group from participating in the auction, citing contingencies in the group’s equity and financing commitments. However, when Lenox, having dispensed entirely with competitive bidding, moved for authorization to sell its assets to a lower bidder, we objected, asserting that the Clarion-led group had been improperly disqualified and that its offer was superior. In the ensuing bench trial, we offered

overwhelming evidence that our client’s bid was both higher and better than the accepted bid and that it had the necessary financing commitment to close.

In ruling to reopen the bidding, Judge Grop-per noted that our client’s financing commit-ment was fully documented, that any conditions in the group’s commitments could easily be sat-isfied, that the lenders were highly motivated to close and to preserve their prior investment, that the group could close quickly, that the group’s bid was higher than the competing bid, that a new auction could start immediately, and that re-opening the bidding could only serve to enhance the value of the estate.

Upon the reopening of the bidding, the rival bidder declined to increase its bid and the court declared our client to be the winners of the auction.

ACQ Finance Magazine selected this transac-tion as a Deal of the Year.

Purchasing Lenox’s Assets out of Bankruptcy

We represented senior discount note holders Sola Ltd. and Solus Core Opportunities Master Fund Ltd. (collectively, “Solus”) in connection with their participation in a prepackaged restructuring plan by mattress giant Simmons Company and its indirect subsidiary, Simmons Bedding Company. Under the plan agreement, Simmons, its subsidiaries and parent Bedding Holdco Inc. were acquired by affiliates of the private equity firm Ares Management LLC and by Teachers’ Private Capital, the private investment arm of the Ontario Teachers’ Pension Plan. The consideration of approximately $760 million included equity from the purchasers as well as from certain of Simmons’ and Simmons Bedding’s current lenders.

Solus, for its part, entered into debt-and-equity commitment letters to provide a portion of the acquisition financing. The restructuring plan provided that holders of senior discount notes would be entitled to receive their pro rata share of $15 million in cash, which may, in turn, be invested in the equity of a new indirect holding company for Simmons Bedding. Accordingly, Solus, post-closing, would own preferred and common equity in the new holding company, which would also own the famed Serta bedding business.


Opportunistic Investing

Simmons Investors Sleep More Soundly After Restructuring

“Schulte Roth & Zabel LLP ranks at the very top of the major law firms in the U.S. and Europe.” — The Legal 500 United States 2009


Enforcement & Litigation

Anticipating the intensified regulatory scrutiny that surfaced in the wake of the financial crisis, we opened

a Washington, D.C., office in July 2008 with a prominent group of securities litigators, including former

trial attorneys with the SEC’s Division of Enforcement. Also at that time, we expanded our New York

office’s regulatory compliance and enforcement expertise with the addition of a former branch chief from

the SEC’s New York Regional Office, Division of Broker-Dealer Enforcement and Interpretations. In 2009,

we continued to strengthen this practice area, adding two former branch chiefs from the SEC’s Division of

Enforcement and a former Assistant U.S. attorney to our D.C. office.

Although more than 3,000 federal securities fraud class actions have been commenced since the enactment of the Private Securities Litigation Reform Act of 1995, only 15 have proceeded to trial and, of those, only eight have been tried to a verdict. We won the largest of those cases, In re Vivendi Universal, S.A. Securities Litigation, when on Jan. 29, 2010, the jury completely exonerated our client, Vivendi’s former chief financial officer.

The federal securities fraud class action, which took seven years to reach trial, involved countless sophisticated accounting, financial reporting and securities law issues. The plain-tiff class consisted of all non-insider purchas-ers of shares in Vivendi Universal, the media and communications giant, from Oct. 30, 2000 through Aug. 14, 2002, in the U.S., France, the U.K. and the Netherlands. The defendants were Vivendi, former CEO Jean-Marie Messier and our client, former CFO Guillaume Hannezo.

The plaintiffs, who were seeking billions in damages, claimed that the defendants violated Section 10(b) of the Securities Exchange Act by making false and misleading statements for the purpose of concealing the company’s true liquidity condition, the result of which was a substantial decline in the value of Vivendi’s shares when the “truth” allegedly was revealed to the market. In addition, the plaintiffs alleged that Mr. Hannezo and Mr. Messier violated Section 20(a) of the Act (“controlling person” liability).

After a trial lasting nearly four months, although the jury found Vivendi liable for mis-statements or omissions relating to the “liquid-ity crisis,” it found that Mr. Hannezo was not liable for any of the alleged violations and com-mitted no wrongdoing whatsoever. The jury also found Mr. Messier not liable.

Prior to the verdict, our trial team won an important interim victory when we prevailed on a motion for judgment as a matter of law dismissing all claims against Mr. Hannezo

based on Vivendi public statements that he himself did not actually make for public

attribution. The ruling, which we had argued was compelled by existing

precedent, limited the scope of Mr. Hannezo’s potential liability,

notwithstanding evidence that, as the company’s CFO, he had partici-

pated in drafting, reviewing and even approving several of these statements.

Former Vivendi CFO Exonerated in Landmark Securities Case




SRZ client Kenneth D. Pasternak, the former CEO and chairman of Knight Trading Group, the largest Nasdaq market-making firm, was fully exonerated by the National Adjudicatory Council of the Financial Industry Regulatory Authority when the NAC issued an extremely rare reversal and vacatur of an erroneous decision by a FINRA hearing panel, dismissing all claims against Mr. Pasternak.

This saga started in 2005 when FINRA’s Department of Market Regulation filed a complaint against Mr. Pasternak and the former head of the firm’s Institutional Sales Desk, John Leighton, claiming “failure to supervise” in connection with alleged fraudulent sales to institutional customers. Following a 12-day hearing during which we represented Mr. Pasternak, a FINRA hearing panel issued a 2-1 decision holding Mr. Pasternak and his co-respondent liable for

“failure to supervise” in violation of FINRA Rules 3010 and 2110 (although the dissent noted that there was not a “scintilla of evidence” to support a finding of liability and that “Mr. Pasternak fulfilled his supervisory obligations”). We filed an immediate appeal from the decision.

Meanwhile, in a parallel proceeding against the two men brought by the SEC in the U.S. District Court for the District of New Jersey (at which we also represented Mr. Pasternak), a 14-day bench trial resulted in an opinion that was overwhelmingly in favor of the defendants. In dismissing the action, the judge noted that “[the evidence] utterly, utterly refute[d] the SEC’s theory of the case.”

The NAC decision is further confirma-tion that our client at all times acted as a diligent and responsible CEO of one of Wall Street’s leading firms.


FINRA Charges Dismissed Against Former Knight CEO


Second Circuit Affirms Defense Verdict in Bear Stearns CaseIn last year’s Year in Review, we were pleased to report that a Manhattan federal jury completely exonerated Bear, Stearns Securities Corp. (n.k.a. J.P. Morgan Clearing Corp.) in the first case ever to attempt to use the Bankruptcy Code’s fraudulent transfer provisions to sue a prime broker in a hedge fund implosion situation. Seeking to “recover” more than $141 million, the Chapter 11 trustee for Manhattan Investment Fund Ltd. sought to hold Bear Stearns, which had cleared and settled trades for MIF, liable for a series of deposits the fund made into its own brokerage account, then lost in the market shorting Internet stocks (while reporting fraudulent and inflated returns). The trustee, claiming error in the jury charge, appealed from the district court judgment dismissing the action based on the verdict and Bear Stearns cross-appealed, contending that the deposits the fund made into its own brokerage account did not transform Bear Stearns into a “transferee” under the Bankruptcy Code. We then persuaded the SEC to submit an amicus curie brief in support of Bear Stearns’ position on the cross-appeal. On June 2, 2009, the Second Circuit affirmed the district court judgment in Bear Stearns’ favor, thereby ending this ten-year saga.



Former IBM Executive Can Work at DellWe successfully argued in federal court that a former IBM executive should not be enjoined from going to work for Dell as senior vice president of strategy. IBM had sued our client in the Southern District of New York to prevent him from joining its rival. IBM claimed that our client, who had served as its former vice president of corporate development, had entered into a non-competition agreement that prohibited him from working for a competitor for one year, and that if he were permitted to do so, IBM would suffer irreparable harm. IBM also moved for a preliminary injunction pending resolution of the litigation. We presented evidence that our client did not intend to enter into a non-competition agreement with IBM; that IBM itself never treated the purported non-competition agreement as valid; and that, based on the evidence, there was never a “meeting of the minds.” In denying IBM the injunctive relief sought, the court said the computer maker would face “a daunting, if not insurmountable, task in convincing a finder-of-fact that it treated [our client’s] ambiguous conduct as an acceptance of its offer to enter into a non-competition agreement,” as well as agreeing with our contention that the “balance of the equities” favored our client. IBM appealed, but the Second Circuit upheld the district court ruling.

Cayman Fund of Funds Wins U.S. Bankruptcy ProtectionWe won a significant victory when our attorneys persuaded the U.S. Bankruptcy Court for the District of Delaware to grant protection under Chapter 15 of the Bankruptcy Code over the U.S. assets of a Cayman Islands fund of funds that was then subject to liquidation proceedings in the Cayman Islands. Prior to this ruling, other bankruptcy courts had denied or limited the availability of similar protection to other Cayman funds in liquidation. While the decision in our case was based on the specific facts and circumstances of the case, it suggests—earlier precedent notwithstanding—that Chapter 15 may be available to foreign funds in cross-border insolvency proceedings as a mechanism to protect and maximize their U.S. assets.



Several of our securities litigators tried a more-than-three-week arbitration hearing on behalf of Goldman Sachs Execution & Clearing, LP against the Official Unsecured Creditors’ Committee for the Bayou hedge funds, which had collapsed amidst a massive fraud. The Committee is asserting more than $20 million in federal and state fraudulent transfer claims against GSEC, which had served as a securities clearing firm and prime broker for the hedge funds.

The Committee’s legal theory is the same as that presented by the trustee for the Manhattan Investment Fund in the trustee’s case against Bear, Stearns Securities Corp., which SRZ lawyers tried to a defense verdict in 2008: that deposits by a hedge fund into its brokerage account are fraudulent transfers to the brokerage firm and recoverable by the hedge funds’ estate if it turns out the funds were insolvent at the time of the deposits. Like the Manhattan Investment Fund case before it, the arbitration is important to the prime brokerage and clearing industry because, if the fraudulent transfer theory is accepted by courts or arbitration panels, it could expose prime brokers and clearing firms to significant and disproportionate liability for simply following their

accountholders’ instructions to credit deposits to customer accounts. Post-hearing briefing is underway, with closing arguments scheduled for spring 2010.

In another Bayou-related matter in U.S. Bankruptcy Court, our lawyers, after years of litigation, worked out a favorable settlement of clawback claims asserted by the receiver for Bayou Superfund LLC and related entities in proceedings related to the Bayou collapse. Our clients—Sterling Stamos Security Fund LP, Sterling Stamos Security Fund – Friends and Family LP, Sterling Stamos Growth Fund LP and Sterling Stamos Liquidity Fund LP—were among a small handful of investors who had redeemed from Bayou before the fraud to have survived a summary judgment motion brought by the receiver. The bankruptcy court found that the reason for the Sterling Funds’ redemption from Bayou presented a question of fact to be decided on the basis of a full trial record. The final settlement the receiver entered into with our clients was among the lowest, on a percentage basis, of the settlements reached with more than 125 Bayou investors who redeemed in advance of the discovery of the fraud.


Bayou Collapse Keeps Litigators Busy

SRZ attorneys negotiated a favorable settlement with the SEC on behalf of Ken Peterson, the Ernst & Young concurring partner for audits of Bally Total Fitness, ending one of the SEC’s most high-profile auditing cases in recent years. In addition to Peterson, the SEC had charged E&Y and five other senior partners. The agency alleged that, in the wake of the Enron-Arthur Anderson debacle, E&Y recognized that Bally’s aggressive accounting made it one of the firm’s riskiest audit clients, but rather than resign, E&Y continued as Bally’s auditor for another year, tasking a new audit partner with “fixing” Bally’s accounting to minimize E&Y’s litigation and reputational exposure, then issuing two preferability letters and taking other actions designed to improve Bally’s accounting and minimize the need for restatements. The SEC further alleged that E&Y’s efforts to fix Bally’s accounting (mostly as it related to revenue recognition) reached the very highest levels of management, including Mr. Peterson and three other partners in the national office. E&Y agreed to a substantial penalty to resolve the SEC’s claim against it, whereas we negotiated a settlement for Mr. Peterson that carried neither fraud charges nor a penalty, and that permitted him to remain at E&Y until retirement.

Favorable Result for E&Y Partner in Bally Case




SEC InvestigationsA deepening economic crisis, massive government bailouts of faltering financial institutions, and a global Ponzi scheme, among other things, resulted in a growing chorus for increased securities oversight and enforcement—and the SEC responded by adopting a more aggressive approach to regulation and enforcement. This included the launch of numerous investigations into the activities of auditors, brokers and investment funds. The following are some areas of SEC focus in which we counseled and/or defended clients in 2009.


Money laundering/public corruption

Offshore tax avoidance

Pay to play

Public disclosures

Revenue Recognition

Self-dealing

Subprime securities

TARP-related

Accounting

Asset valuation

Auction rate securities

Compensation

Foreign Corrupt Practices Act

Hedge fund-related

Insider trading

Market manipulation


Workouts & Restructurings

Since the financial crisis began, many of even the most prudent lenders and borrowers have found themselves

overextended. We have been representing parties on both sides of the equation in complex workouts and

restructurings of real estate loans, corporate debt and equity investments. We utilize the full gamut of

strategies and tactics for resolving default situations, from loan modification to asset disposition/liquidation.


In the fall of 2008, with the U.S. auto industry undergoing unprecedented financial difficulties that put its very existence in jeopardy, SRZ represented Chrysler LLC, a portfolio company controlled by affiliates of Cerberus Capital Management LP, in connection with its request for government funding, ultimately obtaining a $6 billion TARP loan. One catch: the U.S. Department of Treasury, in light of the liquidity issues of Chrysler at such time, required the automaker to deliver a viable standalone plan or forge a strategic partnership with a solvent automaker by April 30, 2009.

Chrysler had already been talking with Fiat SpA and, in December 2008, those talks resumed in earnest. These quickly became a tripartite negotiation when, in January 2009, the Treasury, exercising its prerogative as the financing party, entered the negotiations. Then, in February 2009, President Obama announced the creation of a Presidential Task Force on the Auto Industry, which had its own ideas on the structure of the contemplated transaction between Chrysler and Fiat: an acquisition of substantially all of the assets of Chrysler pursuant to a 363 sale transaction by a newly-formed entity, New Chrysler, that would be managed by Fiat.

In early April 2009, with the TARP deadline looming, SRZ and counsel for each of Fiat and the Treasury all congregated in Washington D.C., and plunged into consecutive days of around-the-clock negotiations in order to complete the

transaction documents concerning the sale of substantially all of the assets of Chrysler to New Chrysler, a Fiat-led consortium that also included the Treasury; the VEBA Trust, established for the retiree medical benefits of the UAW; and the Canadian Development Investment Corporation, a Canadian government holding company.

The transaction was extremely complex, involving not only the 363 asset purchase but also technology agreements as well as settlements with Daimler. But we rose to the occasion, and on April 30, President Obama was able to announce on TV that Chrysler and Fiat would form an alliance through the “surgical” sale of Chrysler assets.

Under the terms of the deal, the consortium paid $2 billion cash, assumed certain liabilities and Fiat contributed to New Chrysler technology valued at approximately $6.9 billion. The contributed technology provides New Chrysler with access to its competitive, fuel-efficient vehicle platforms, powertrains and related components. Under this alliance, Fiat also agreed to provide New Chrysler with distribution access in key growth markets and other cost-saving synergies.

In return for Fiat’s technology, distribution access and cost saving synergy opportunities, Fiat, which made no cash payment, received an initial 20% stake in New Chrysler, which would increase to 35% upon meeting certain performance targets. Fiat also holds an option to acquire an additional 16% stake in New Chrysler.

Chrysler and Fiat Forge Global Alliance



Our representation of Goldman Sachs Specialty Lending Group (“GSSLG”) in an out-of-court restructuring of Oregon-based telecommunications provider Integra Telecom Inc. was the result of almost a year of difficult negotiations with Integra and its other debt holders, many of them funds that had purchased Integra debt in the secondary market for less than par. Further, many of these investors made such purchases in different tranches of the debt structure in anticipation of the restructure and the leverage their multiple positions might provide.

The terms of Integra’s first-lien debt were amended and its second-lien and holding company debt, which was held by GSSLG and a number of funds, was converted into common stock and warrants, resulting in a reduction of Integra’s overall debt to approximately

$600 million from approximately $1.3 billion. After negotiating and executing a plan support agreement that contemplated a delayed bankruptcy filing, Integra, while working towards the bankruptcy filing and after obtaining the consent of 100% of all necessary classes, negotiated with its debt holders, including our client, to implement an out-of-court restructuring. Concurrently with these negotiations, we led the negotiations with Integra and the other large debt holders concerning the terms of Integra’s post-reorganization equity arrangements. When an agreement was finally reached between Integra and its debt holders to consummate the out-of-court restructuring, SRZ negotiated an amended plan support agreement to implement the new transaction, and the restructuring was consummated the following month.

A Year in the Tranches

Despite the complexity and worldwide scope of the transaction, SRZ worked tirelessly to make sure the client was in a position to close within a month of the bankruptcy filing. Unfortunately, the closing was held up due to an appeal to the U.S. Supreme Court. We ultimately closed 42 days after filing.

This was a true multidisciplinary effort, starting with attorneys in our business transactions, intellectual property and tax groups, and tapping the expertise of

attorneys in our finance, bankruptcy, real estate, employment & employee benefits and litigation groups. At the end of the day, the Chrysler-Fiat alliance meant that an iconic American car company whose name has, for 83 years, been synonymous with innovative engineering—from power windows, brakes and steering to the minivan—was spared liquidation.

And in recognition of our legal engi-neering, Global M&A Network honored us with its Global M&A Deal of the Year.


A Heavily Mortgaged High-Rise Our real estate attorneys represented a major investment bank as a controlling holder participant in a senior loan and a subordinate mezzanine lender in connection with the restructuring of approximately $665 million in debt with respect to a high-profile conversion property located in Manhattan. The owner bought the building in 2007, with plans to convert it into a first-class office space. However, the plan was derailed by the sharp decline in the real estate market and the building was almost empty. The owner, along with the senior lenders and the multiple mezzanine lenders, agreed to restructure the debt, and provide certain of the lenders with equity participations. Prior to any agreement to restructure, litigation was commenced against the owner and some of the lenders in an attempt to derail the restructuring. As counsel for the senior lender, we were successful in defeating such action and, in connection with the restructuring, all parties executed releases.

Collateral on Three ContinentsWe represented Ableco Finance LLC, as collateral agent for a syndicate of lenders (including PNC Bank N.A., which also acted as administrative agent), in connection with the restructuring of a secured credit facility that had been provided to Spartan Offshore Drilling LLC (formerly known as Blake Offshore LLC) and its subsidiaries. As part of the restructuring, PNC provided Spartan with a $10 million revolving credit facility and a $10 million term loan “A” tranche on a “first-out” basis, the proceeds of which were used to repay a portion of the loans owed by Spartan to affiliates of Avista Capital Partners. The remainder of the loans owed to Avista under the credit facility, which was secured by substantially all of Spartan’s assets, primarily mobile offshore oil drilling vessels flagged in the United States, Panama and Liberia, were converted into preferred equity of Spartan. Finally, $30 million of term loans provided by Ableco and its affiliates under the credit facility were divided into multiple term loan “B” and “C” tranches.



We represented a lender and certain other first-lien lenders in an out-of-court restructuring of Alpha Media Group Inc.’s existing equity and secured debt obligations. AMG and its subsidiaries publish Maxim and other successful lifestyle periodicals. Prior to the restructuring, AMG’s debt obligations consisted of a secured first-lien credit facility (which included a $15 million revolving credit facility, a $120 million term loan and

a secured hedge obligation) and a $40 million secured second-lien term loan.The restructuring was the culmination of months of complex multi-

party negotiations with AMG; its owner, Quadrangle Group LLC; and the other secured debt holders, many of whom were funds that had purchased AMG debt in the secondary market for less than par in anticipation of the restructuring and the leverage their positions might

provide. The focus of the negotiations was the terms of AMG’s post-reorganization debt and equity structure, including the scope

of the equity and debt voting rights that each secured debt holder would be entitled to in the reorganized entity and the terms of the amended and restated credit facility.

The master restructuring agreement amended and restated the existing first-lien credit facility and converted the existing first lien revolving loans into a $15.36 million first-lien tranche A term loan; and

converted the existing first-lien term loan, secured hedge obligations and second-lien term loan into a $132.05 million first-lien tranche B term loan. In addition, Quadrangle agreed to relinquish control of AMG to our client and the other first-lien secured debt holders who acquired 95% of the equity in AMG. At the end of the day, AMG was able to avoid a bankruptcy filing and preserve the value of its Maxim franchise under a new ownership structure.



Media Group Relinquishes Control

Shoring Up a CDO Vehicle We represented a hedge fund manager in connection with a financing transaction for an existing distressed CDO vehicle which resulted in a total of over $200 million being raised. A new entity was formed to issue senior secured convertible notes to certain existing investors. The notes were secured by the assets of the hedge fund and its subsidiaries, and were convertible into equity interests of the hedge fund. The proceeds of the financing were used primarily (1) to make investments in the CDO vehicle in order to permit the CDO to make interest payments on the CDO vehicle’s Class A Notes and (2) to increase the CDO vehicle’s cash for the purpose of compliance with the over-collateralization test.

We represented secured creditor Ableco Fi-nance LLC in the Chapter 11 bankruptcy case of Monaco Coach Corp. Our client’s claim arose out of a financing agreement entered into four months prior to the bankruptcy filing. In addition to re-ceiving funding under a loan facility from Ableco, Monaco had a secured credit facility with a syn-dicate of lenders led by Bank of America. Pursu-ant to an intercreditor agreement, Ableco had a first lien on all of Monaco’s cash, real property and fixed assets, while the Bank of America syn-dicate had a first lien on inventory, raw materials and other traditional ABL collateral. The lenders also each had second liens on the other’s primary collateral.

Given the unlikelihood of Monaco reorganizing as a viable stand-alone entity or even obtaining any DIP financing, we assisted Ableco in negotiating with Monaco and Bank of America a cash collateral order (and several extensions

thereof ) that provided Monaco with limited use of cash until it was able to identify a buyer for substantially all of its manufacturing assets. In addition, we represented Ableco in the asset sale—achieving a favorable allocation of the purchase price to the Ableco primary collateral.

We also represented Ableco in connection with subsequent auctions conducted by Monaco of its RV resort properties. After intense bidding by multiple parties, they resulted in sales at or above the release prices for the properties set by Ableco prior to the auctions. These sales, which were consummated within four months of the bankruptcy filing, resulted in Ableco being paid in full all amounts due under the financing agreement, including post-petition default rate interest and a prepayment premium, as well as receiving full reimbursement of its legal fees and other costs and expenses.

GMAC Receives $7.5B in Federal AidWe represented Cerberus Capital Management LP in connection with the U.S. Treasury Department’s investment of $7.5 billion in GMAC LLC, General Motors’ finance arm until 2006, when Cerberus acquired a controlling interest. The deal involved Treasury receiving mandatory convertible preferred shares, which will be converted into common stock within seven years, but the government can own no more than 49% of the lender. GMAC also received permission to begin issuing debt backed by the Federal Deposit Insurance Corporation, which will give it the lower-cost financing needed for its day-to-day operations. These developments helped shore up GMAC—an important source of financing for purchasers of GM cars and, soon, Chrysler cars as well, pursuant to the terms of that company’s sale to Fiat (a transaction we also handled). In announcing the deal, GMAC said that about $4 billion was earmarked for financing Chrysler’s dealers and the rest would go toward the $11.5 billion in additional capital that GMAC was found to need following the administration of government-mandated stress tests.



Divvying Up an RV Maker’s Assets


Pro Bono

SRZ takes its commitment to pro bono seriously, offering a wide variety of legal services to a broad range

of partner organizations, including advocates working on issues for battered women, civil rights and civil

liberties, AIDS, education in Rwanda, a charter school in Harlem, asylum seekers, small businesses, general

legal services for the poor, senior citizens, homeless people, those wrongly incarcerated, micro-financing

projects overseas, a settlement house, and chess, dance and figure skating groups for underprivileged

children, among many other worthy causes.


Pro Bono

Attorneys from our business reorganization, real estate and business transactions practices joined forces to win an important victory for The Primary Care Development Corp., and thousands of residents of Jamaica, Queens. PCDC, a not-for-profit company that provides technical and financial assistance to hospitals and health care facilities in impoverished communities, and Caritas Healthcare Inc., were party to a lease/leaseback transaction pursuant to which PCDC leased to Caritas the St. Dominic’s Health Care Center, one of Jamaica’s only outpatient clinics, serving 4,000 patients. Caritas’s only obligations under the lease were secured by a lien in favor of PCDC on St. Dominic’s.

Caritas, which also operated two hospitals, had been in financial difficulty for some time. With its bankruptcy—and St. Dominic’s closure—a looming possibility, PCDC turned to us to help protect its financial interests as well as to find a way to keep St. Dominic’s operational. We reviewed the operational documents and performed a perfection analysis of PCDC’s liens. With PCDC, we then began negotiating

with Caritas on a possible out-of-court restructuring centered around a sale of St. Dominic’s to a third party, Addabo Family Health Center; identified and performed due diligence on potential purchasers; and eventually entered into an understanding in principle with another community health center corporation.

As predicted, Caritas ended up filing for Chapter 11, but thanks to our pre-bankruptcy planning, within six weeks of filing, the Bankruptcy Court approved the sale of St. Dominic’s. In addition, to keep the health center in operation during the transition, we assisted PCDC in structuring a bridge loan to the buyer as well as helping the buyer obtain $900,000 in grants to upgrade the facilities.

One year later, we received an email from PCDC Director of Capital Access Pro-grams Tom Manning, noting the “complete success” of the turnaround. He cited a 500% increase in patient visits, expanded primary care services, and 20 new health care jobs filled by local residents. “Thank you for all you did to enable this to happen,” he said.

Helping a Healthcare Clinic Keep Its Doors Open


Assisting a Poverty Group with Media AcquisitionSRZ attorneys represented The Community Service Society of New York, a not-for-profit dedicated to rooting out the causes of the city’s permanent underclass and advocating for the systemic changes needed to eliminate it, in negotiating an agreement for CSSNY’s acquisition of City Limits, a not-for-profit journal that reports on “issues that matter to New York City’s neighborhoods,” and its website.

In a letter to our firm, David Jones, CSSNY president and CEO, and Juan Cartagena, general counsel and vice president for advocacy, said they could not “commend enough the outstanding work [of our attorneys] as they walked us through the complexities and challenges of closing the deal to secure this important asset….When we were nearly half-way done with the purchase agreement negotiations, complications arose around [unforeseen] employment and intellectual property issues. SRZ did not flinch and provided CSSNY with excellent counsel on securing an employee leasing agreement—and continues to assist us on additional IP issues, again with valuable counsel and insight.”

Mentoring Inner City High-Schoolers A few days before Thanksgiving, 23 students from East Brooklyn Community High School, a small transfer high school in Brooklyn for young people between the ages of 16 and 20 who returned to obtain the diploma they never earned due to a history of dropping out, truancy, expulsion or incarceration, penned carefully worded “thank you” notes to a number of our associates.

Their principal had come up with the idea of having lawyers conduct mock Supreme Court proceedings in the students’ American history and government classes. The students would argue an actual case that addressed an issue they were studying at the time, such as federalism. For lawyers, the principal went to the Brennan Center for Justice at New York University School of Law, which recommended us.

After familiarizing the students with the facts of the case, our associates divided them into two teams, each of which was to prepare an opening statement and ready a rebuttal. After helping the students fashion their presentations, our attorneys assumed the role of judges, interrupting the oral argument with questions. After both sides had their say, the SRZ associates deliberated and then rendered a decision (usually declaring a tie). The next day, their teacher revealed the outcome in the actual case and led the class in a discussion of the high court’s reasoning. “The kids really improved throughout the process,” said one of the associates who participated. “We taught them how to structure an argument, introduce themselves to the court, and articulate their reasons for things. And through our use of hypothetical questions, we pushed the envelope of how they think.”

Pro Bono

SRZ attorneys won a victory for Neighborhood Housing Services of New York City Inc. when the New York State Division of Human Rights dismissed a complaint filed by one of the organization’s employees alleging discrimination based on sex, retaliation and disability. The complainant claimed that her supervisor subjected her to a hostile sexual environment, citing repeated sexual comments over a three-

year period. We argued that only one such comment was corroborated, that the supervisor neither sought a sexual relationship nor touched the complainant sexually, and that the complainant never complained of sexual harassment prior to

receiving a performance evaluation with which she disagreed. We further noted that NHS, a not-for-profit organization that creates and preserves affordable housing, took the woman’s complaint seriously: hiring an outside law firm to investigate, admonishing the supervisor, and requiring that he attend sexual harassment training.

In its Determination and Order after Investigation, the DHR found that there was no discrimination based on sex. It also found no merit to the alleged bases for the complainant’s retaliation claim—an allegedly negative performance review and her subsequent transfer—noting, as we had argued, that the review occurred well before

her first complaint of harassment and that the complainant’s transfer was a

reasonable response to her request for a new supervisor (in that there were

legitimate business reasons for not transferring her supervisor). As

for the disability discrimination claim, which the complainant

based on NHS’s failure to contribute to her health insurance premiums while she was on seven-month

leave for alleged emotional distress, our argument that it was NHS’s practice to discontinue such payments during extended leaves, and that it only made some initial payments while investigating the merits of the complainant’s complaint, also won the day.

“Always nice to see justice done, as opposed to mere dispute resolution,” said NHS General Counsel Jeff Schanback.

Going to Court for an Affordable Housing Organization


Pro Bono


New PartnersSRZ welcomed five new partners. Daniel F. Hunter was promoted from special counsel and Pat S. Conti,

Richard J. Morvillo, Brian D. Pfeiffer and Peter H. White joined us from other firms.

Pat S. Conti | Litigation, WashingtonPat focuses his practice on representing clients in investigations by the SEC, the DOJ, and FINRA and other self-regulatory organizations. In addition to assisting broker-dealers, investment advisers, investment banks and other regulated entities and their personnel in responding to inspections and examinations and in related enforcement proceedings, he advises on federal and state securities law compliance and conducts internal investigations for public companies and their audit committees. Before entering private practice, Pat was a staff attorney in the headquarters office of the SEC’s Division of Enforcement, rising to Branch Chief, then served as regulatory counsel for two large investment banks.

Daniel F. Hunter | Investment Management, New YorkDan concentrates his practice on the design, structure and regulation of alternative investment products, including hedge funds, hybrid funds and private equity funds. He regularly advises funds that invest in distressed debt, asset-backed securities and bank loans. Dan also provides day-to-day regulatory, operational, M&A and restructuring advice to fund clients, and advises funds regarding the receipt and allocation of seed capital.

Richard J. Morvillo | Litigation, WashingtonRich represents corporations, officers and directors, investment advisers and brokerage firms, hedge funds and individual investors, and accounting firms, auditors and law firms in connection with: investigations by the SEC, PCAOB, NYSE, FINRA, state attorneys general and federal grand juries; SEC enforcement and related white-collar matters; and complex securities cases. A former Branch Chief with the SEC’s Division of Enforcement, Rich has arbitrated or litigated numerous SEC enforcement actions and administrative proceedings, and securities class actions and shareholder derivative suits; conducted internal investigations; and advised board members appointed to special committees regarding their rights and obligations.

Brian D. Pfeiffer | Business Reorganization, New YorkBrian’s practice extends to all aspects of in-court and out-of-court restructurings, including representations of corporate debtors, official and unofficial creditors’ and equity committees, bondholder committees, lenders, and purchasers and sellers of distressed assets and businesses in a wide array of industries, including financial services, telecommunications, energy, automotive and forest products. Known for his ability to combine legal analysis with practical business solutions, Brian was named an “Outstanding Young Restructuring Lawyer” by Turnarounds & Workouts in 2008.

Peter H. White | Litigation, WashingtonAn experienced trial attorney and white-collar litigator, Pete has represented numerous corporations and executives in criminal and related civil and administrative matters, including grand jury investigations, internal investigations, SEC enforcement proceedings, False Claims Act and qui tam lawsuits, and shareholder class actions. A former law clerk to a federal district court judge in the Eastern District of Virginia, as well as a former Assistant U.S. Attorney for the Eastern District of Virginia and the District of Columbia, Pete has served as lead counsel in over 80 federal and local jury trials, and many more bench trials.


Accolades

Chambers USA – America’s Leading Lawyers for Business, 2009 edition, recognized SRZ in Investment Funds (Hedge Funds, National), Capital Markets (Structured Products, National), Capital Markets (Derivatives, National), Corporate/M&A (New York), Real Estate (Mainly Corporate & Finance, New York) and Bankruptcy/Restructuring (New York).

The Legal 500 United States, 2009 edition, recognized SRZ in Finance (bank lending, East Coast), Bankruptcy (New York), Structured Finance: Derivatives and Structured Products, Investment Fund Formation and Management (alternative/hedge funds) and Real Estate and Construction (New York, corporate and private equity acquisitions).

SRZ received the Best International Law Firm in London award at HFMWeek’s 2009 European Service Provider Awards and was “Highly Commended” in the Best Onshore Law Firm category at HFMWeek’s annual awards ceremony.

SRZ was short-listed by International Financial Law Review for a Restructuring of the Year award for our role in the Chrysler matter.

SRZ was ranked as the Most Active Investor Legal Counsel in the U.S. PIPE Market for 2009 by both PrivateRaise and PlacementTracker, the leading providers of research, data and analytics covering private investments in public equity.

SRZ was ranked No. 1 in Technology Support and No. 2 in Overall Technology in American Lawyer Media’s Legal Technology Survey.

SRZ partners Robert R. Kiesel and Richard A. Presutti accepted the Global M&A Deal of the Year award, for our firm’s role in the sale and reorganization of Chrysler LLC, at Global M&A Network’s Annual M&A Atlas Awards Gala, Global Major Markets. Other partners who provided valuable services on this matter included Kirby Chin, Lawrence V. Gelber, Dan A. Kusnetz, Jeffrey A. Lenobel, Laurence M. Moss, Ronald B. Risdon, Michael E. Swartz and Alan S. Waldenberg.

SRZ’s representation of Clarion Capital Partners LLC and a group of other secured lenders in the bankruptcy auction acquisition of substantially all the assets of dinnerware company Lenox Group Inc. was chosen by ACQ Finance Magazine as a Deal of the Year. Adam

C. Harris (business reorganization) and David E. Rosewater (business transactions) led the team, supported by Michael L. Cook (business reorganization), Daniel V. Oshinsky (finance), and by attorneys in the tax, environmental, employee benefits and IP areas.

A series of refinancing transactions structured by SRZ attorneys for NewPage Corp. resulted in North America’s leading coated-paper manufacturer receiving International Financing Review’s High-Yield Bond Deal of the Year award. IFR awards are among the capital markets industry’s highest accolades. Michael R. Littenberg (business transactions) led the transaction, supported by Ronald B. Risdon (finance), Alan S. Waldenberg and Kurt F. Rosell (tax), Bruce S. Cybul (real estate), and attorneys in our IP area.

Kim E. Baptiste was appointed Adjunct Professor in NYU School of Law’s Graduate Tax Program.

Stephanie R. Breslow was named Secretary of the Investment Funds Committee of the International Bar Association.

Michael L. Cook was elected to the Board of Directors of the American College of Bankruptcy.

David Nissenbaum was chosen to serve on the Board of Directors of Hedge Funds Care, an organization that supports efforts to prevent and treat child abuse.

Martin L. Perschetz was named a Litigator of the Week by The AmLaw Litigation Daily for his representation of former Vivendi CFO Guillaume Hannezo in In re Vivendi Universal, S.A. Securities Litigation.

Paul N. Roth was named Special Advisor to the Board of Directors of the Managed Funds Association.

Harry Sandick received a 2009 program award from the American Inns of Court for “Insider Trading: Under the Microscope,” a presentation he co-chaired for the New York American Inns of Court.

Betty Santangelo received a NOW-NYC Women of Power & Influence Award, which recognizes “exemplary women who have boldly forged their way to the top of their career fields and have made their mark as role models for aspiring female professionals.”


ABA 23rd Annual National Institute on White Collar Crime ABA American Needle Amici

ABA Institutional Investors Committee Conference ABA Taxation/Trust & Estate Law Sections Joint Fall CLE

Meeting ABI 11th Annual New York City Bankruptcy Conference ACAMS/Morgan Stanley Conference ACI 2nd Annual Forum on Prepaid Card Compliance AIFEA New York Chapter Meeting ALFI European Alternative Investment Funds Conference ALM 8th Annual RealShare New York Conference ALM RealShare Distressed Assets 2009 (Dallas) American Bar Association Seminars AWMA Vapor Intrusion 2009 Conference Bank of America/Merrill Lynch EU Draft Directive on

Alternative Investment Fund Managers Bank of America/Merrill Lynch Hedge Fund Leaders Conference

Barclays Capital Quantitative Equities Conference BDO Consulting New Credit Card Regulations Webcast Cadogan Management Hedge Funds Seminar Campbells Cayman Fund Focus 2009 Capital Roundtable Mezzanine Financing for PE Deals Columbia Business School 5th Annual Restructuring Event Cross Border Group Seminar on The Changing Face of

Global Financial Services Regulation Delaware Bankers Association New Credit Card Rules

Webinar DealFlow Media International PIPEs Conference &

Roadshow 2009 DealFlow Media PIPEs Conference 2009 Deloitte Third Annual AML Compliance Conference Deutsche Bank Brave New World for Hedge Funds Dillion Eustance Financial Regulation Seminar Environmental Bankers Association Winter Meeting

EPA Brownfields 2009 EPA National Forum on Vapor Intrusion Ernst & Young Hedge Fund Accounting, Tax and

Marketing Update Session

FINRA U.S. Securities Regulation Course FRA 10th Annual Tax Practices for Private Equity Funds

Conference FRA 4th Annual Meeting of the Hedge Fund Business

Operations Association FRA 9th Annual Tax Practices in Private Equity Funds

Conference FRA 9th Summit on Valuation of Hard-to-Value Securities

and Portfolios FRA Accounting, Auditing & Risk-Control Standards for

Hedge Funds FRA Hedge Fund Tax, Accounting and Administration

Master Class GAIM International 2009 GAIM Ops Cayman 2009 GAIM Ops Webinar GAIM USA 2009 Goldman Sachs 12th Annual CFO Conference and Hedge

Fund Seminar Goldman Sachs’ Managed Account Roundtable GreenPearl Distressed Real Estate Summit: New York Hedge Fund CFO Association New York Chapter Meeting Hedge Fund Intelligence Absolute Return Symposium 2009 IBA 10th Annual International Conference on Private

Investment Funds IBA/NICSA 20th Annual Conference on Globalisation of

Investment Funds ICBI 15th Annual Global Alternative Investment

Management Forum ICSC 2009 U.S. Shopping Center Law Conference IFEBP 55th U.S. Annual Employee Benefits Conference IIR 19th Annual AMLAC & Fraud Forum IMN 3rd Annual Hedge Fund Activism and Shareholder

Value Summit IMN Forum on Distressed Commercial Real Estate Institutional Investor Hedge Fund Institutional Forum INSOL International Cayman Islands One Day Seminar 2009 InvestoRegulation Hedge Fund Regulation 2009

Conference IQPC 3rd Prepaid Cards Conference

Thought Leaders Our lawyers are frequently invited to present at meetings, conferences and workshops, and write articles for

legal and business publications.

Speaking Engagements


Israel-America Chamber of Commerce Confronting Challenges Seminar

Journal of International Business and Law Investment Management Conference

KPMG MidAtlantic AML Conference LEI 26th Annual National CLE Conference Loan Syndications and Trading Association Conference Major Lindsey & Africa Hedge Fund General Counsel

Luncheon Maples Investment Funds Forum 2009 McLagan Winter 2009 Hedge Fund Roundtable Merrill Lynch Prime Brokerage Hedge Fund COO/CFO

Conference MFA General Counsel Forum MFA Hedge Fund Managers Seminar MFA Outlook 2009 MTRA Annual Meeting & Examiner’s School New School President’s Forum New York American Inns of Court Seminar New York City Bar Association Seminars New York Law School Seminars New York State Association of Independent Schools

H1N1 Pandemic Flu Preparedness Webinar New York State Bar Association (“NYSBA”) Labor and

Employment Law Section Annual Meeting New York University School of Law Seminars NRS Investment Adviser/Broker-Dealer Compliance

Conference NRS Risk Management Strategies Seminar NYSBA LLC Formation and Operation Seminar NYSBA Structured Products & Derivatives Law

Committee Luncheon NYSBA White Collar Crime Seminar NYU Hedge Fund Panel NYU Schack Institute of Real Estate Panel Discussion Opal Annual Real Estate Investors Summit Payment Card Institute 23rd Annual Payment Card

Compliance Institute

PLI 31st Annual Current Developments in Bankruptcy & Reorganization

PLI Distressed Commercial Real Estate Seminar PLI Financial Services Industry Regulatory Compliance &

Ethics Forum 2009 PLI Hedge Funds 2009 Seminar PLI Internal Investigations 2009 PLI Nuts and Bolts of Corporate Bankruptcy Conference PLI Pension Plan Investments 2009 PLI Private Equity Forum 2009 Prepaid International Forum Annual Global Summit PricewaterhouseCoopers Global Alternative Investment

Seminar Princeton University Forum Reuters Emerging Manager Fund Raising Webinar Reuters Private Equity and Hedge Funds Summit RTM Communications Sustainable Property Transactions

Conference Sandpiper Partners Third Annual Leading Law Firms

Conference SCI ’09 Conference SEC Hedge Fund Working Group Meeting SEC International Institute for the Regulation and

Inspection of Investment Advisers SIFMA 9th Annual Anti-Money Laundering and Financial

Crimes Conference SIFMA-CL 2009 Spruce Investor Conference SunGard-Investran Americas Regional Summit Series The Federalist Society National Lawyers Convention UBS Capital Introduction Investor Forum 2009 UBS Global Hedge Fund Conference Europe 2009 University of Maine Law School 22nd Annual Robert M.

Cover Retreat

Speaking Engagements (cont.)


“Agency Opinion Seeks to Impose Duty to Defend on D&O Insurer,” Howard B. Epstein and Theodore A. Keyes, New York Law Journal

“Allocation of Defense Costs Among Overlapping Insurance,” Howard B. Epstein and Theodore A. Keyes, New York Law Journal

“Back to the Drawing Board: Setbacks Dog the Administrators of Lehman in Europe,” Lawrence V. Gelber and Daniel R. Altman, The Hedge Fund Journal

“Bankruptcy Court Cannot Surcharge Credit Bidding Asset Buyer with Expenses of Sale,” Michael L. Cook, The Bankruptcy Strategist

“Court Finds Laches Defense Bars Coverage For Asbestos Claimants,” Howard B. Epstein and Theodore A. Keyes, New York Law Journal

“Court Rejects Challenge to Exclusive ‘Single Tire Rule’ Contracts,” Mary K. Marks, abanet.org

“Deal-Making Among Co-Lenders: Is It Legal?” Jeffrey A. Lenobel and Beth Lehrman Newman, Real Estate New York “Divided Supreme Court Extends Reach of Confrontation Clause,” Harry Sandick and Justin A. Mendelsohn, New York Law Journal

“Fleshing It Out,” Paul N. Roth, The Deal

“Hedge Fund Outlook 2010,” David Nissenbaum, The Daily Deal

“In re U.S. Medical Inc.,” Michael L. Cook, Recent Developments in Distressed Debt, Restructurings and Workouts – Fallout from the Credit Crunch 2008 (Practising Law Institute)

“In re Winstar Communications Inc,” Michael L. Cook, All-Star Briefing (Practising Law Institute)

“Just Like Starting Over: A Blueprint for the New Wall Street Firm,” Udi Grofman and David Nissenbaum, TheDeal.com

“New Late Notice Law Requires Insurers to Show Prejudice,” Howard B. Epstein and Theodore A. Keyes, New York Law Journal

Private Equity Funds: Formation and Operation, Stephanie R. Breslow and Phyllis A. Schwartz (Practising Law Institute)

“Recent Areas of Focus in SEC Examinations of Hedge Fund Advisers,” Paul N. Roth and Marc E. Elovitz, Practical Compliance and Risk Management for the Securities Industry

“Representation Prior to Indictment,” Betty Santangelo and Harry Sandick, Defending Federal Criminal Cases: Attacking the Government’s Proof (Law Journal Press)

“Scope of Prior Knowledge Exclusions in Professional Liability Policies,” Howard B. Epstein and Theodore A. Keyes, New York Law Journal

“SEC Mandatory Climate Change Risk Disclosure is on the Horizon,” Theodore A. Keyes, BNA Securities Regulation & Law Report

“Second Generation Advance Notification Bylaws,” Marc Weingarten and Erin M. Magnor, The Harvard Law School Forum on Corporate Governance and Financial Regulation

“Seventh Circuit Vindicates Secured Lenders’ Right to Full Payment,” Michael L. Cook, The Bankruptcy Strategist

The Issuer’s Guide to PIPEs, Eleazer Klein (Bloomberg Press)

“Transaction Reporting,” Eleazer Klein, Investment Management Law and Practice (Oxford University Press)

“UCITS and Hedge Funds — Fact, Fiction and the Real Opportunities,” Josh Dambacher, The Hedge Fund Journal

“What Really is the Board’s Role in Valuation?” George M. Silfen, Fund Directions

“Wrapping Up Lehman: The Implications of PwC’s Scheme of Arrangement,” Lawrence V. Gelber and Daniel R. Altman, The Hedge Fund Journal

Publications


Our 18th Annual Private Investment Funds Seminar included panels on:

Acquiring and Financing Distressed Assets

Crisis Management: Lessons Learned from 2008

Disclosure and Reporting Under Sections 13 and 16: Groups and Swaps Post-CSX

Spotlight on Compliance: Key Issues for 2009

Tax Aspects of Investments in Distressed Situations

Liquidity Terms: Strengthening for the Future

Fund Compensation Trends and Structures in the New Environment

We launched a Distressed Investing Series of seminars on:

Capital Structure Analysis and Debt Trading

Inside the Bankruptcy Process

Out-of-Court Restructurings

M&A in Bankruptcy

Our Investment Management Hot Topics Series included seminars on:

Private Equity Funds: New Investor Demands

Preparing for SEC Registration and New Reporting Requirements

Registered Funds and UCITS: Reaching New Capital and Markets

Preparing for SEC Examinations of Private Fund Advisers

We offered a variety of other live and audio seminars on:

Green Building: New Requirements and Incentives

Distressed Real Estate: Challenges and Opportunities

Current U.S. Congressional Proposals for Hedge Fund Regulation

Accessing TALF and the U.S. Treasury Proposal to Create a Public-Private Fund

Publicly Offered Hedge Funds in Europe: New Possibilities for UCITS Products

Participating in Public-Private Investment Funds Sponsored by the U.S. Treasury, and Updates on TALF

What Managers Need to Know About the New European Directive

U.S. Regulatory Developments for UK, European and Other Non-U.S. Investment Managers

Real Estate in Recovery: What Can Be Done to Prepare for a Turnaround

In addition to the alerts and newsletters we provided throughout the year to keep clients well-informed, we

offered a variety of seminars on topical issues, many for CLE credit.

Sponsored Events

Documents

YIR2009