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Big Wins, Big Deals

Pillsbury advises companies and institutions seeking to transform their organizations and their industries. The following are highlights of a few of our clients' biggest deals and greatest successes—and the role we've played helping them achieve their objectives and prepare for the future.

Intellectual Property

Pillsbury Secures Major Win for University and its Researchers
After first turning to Pillsbury for patent prosecution, the University of Kansas and the University of Kansas Center for Research then called on Pillsbury to help it win a major patent infringement case involving a lucrative brand name drug. In that case, the University was able to secure recognition for two of its researchers on work they had done on a drug to treat blood cancers called Velcade. As a result, the two researchers will be listed as co-inventors on two federal agency patents covering the drug, which one industry publication estimated generated more than $600 million in annual sales.

Litigation

Pillsbury Prevails Upon DOJ to Drop Criminal Case Against Gibson Guitar
Ending a three year criminal investigation, Pillsbury successfully negotiated a novel “Criminal Enforcement Agreement” with the U.S. Department of Justice, in which the government declined to pursue any criminal charges against Gibson Guitar in connection with its importation of Madagascar rosewood and India ebony for manufacturing musical instruments. This agreement resolved an investigation which included government search warrants, seizures and grand jury subpoenas. Throughout the process, Pillsbury engaged with government prosecutors and agents, compellingly presenting the factual deficiencies and legal fallacies in the prosecution theory, and ultimately persuaded the government to permanently close the criminal case. As a result, Gibson and the U.S. government agreed to a comprehensive resolution of all potential civil and criminal liabilities, including all potential charges against officers, directors and employees. After the resolution, the CEO of Gibson said he was “gratified” that no criminal charges were brought. “This allows us to go back to the business of making guitars.”

Finance

Successful Financing Helps AMC Stand Alone.
Since its founding, Pillsbury has represented some of the world’s largest and best-known financial institutions. In one recent transaction, the firm’s Bank Finance practice represented J.P. Morgan Securities LLC and BofA Merrill Lynch as Joint Lead Arrangers on the fully secured $2.225 billion bank financing of AMC Network's spinoff from Cablevision Systems Corporation. AMC Networks has made headlines over the past several years due to its cutting edge shows such as AMC's Mad Men and Breaking Bad and IFC's Onion News Network. The company also operates IFC Films, a leading U.S. distributor of quality independent films and the AMC/Sundance Channel Global. The transaction to create AMC as a stand-alone company involved members of the firm’s industry-leading Finance, Tax, Communications and Intellectual Property practices, and represented a major step in AMC’s development as a leading media content, broadcast and distribution provider.

Aviation Finance

Pillsbury Quarterbacks Billions in New Aircraft Finance
Pillsbury has long been a leader in aviation finance, representing airlines and the banks that work with them. In fact, 2011 was a banner year for Pillsbury as it secured a total of $4 billion of Export Credit Agency (ECA) guaranteed aircraft and engine financings. The firm worked on transactions that spanned the globe from the Middle East and Africa to North America and Asia. The transactions were equally complex and novel, including leveraged-lease, tax and joint venture financing structures that often involved options for borrowers to go into the capital markets. In addition, Pillsbury was selected to represent commercial lenders in U.S. Export-Import Bank and Export Development Canada guaranteed financings. One Pillsbury partner noted that ECA-based transactions “will remain attractive until the ongoing balance-sheet recession experienced by governments, banks, and consumers has run its course.”

Corporate & Securities

Volatile Market Aside, Pillsbury ushers in four IPOs
Despite challenging market conditions, Pillsbury was able to secure several IPOs for its clients within just a matter of weeks of each other on the Nasdaq exchange. Two of those IPOs involved innovative technology companies, Envivio and CafePress, while a third was for an alternative energy company, Renewable Energy Group. A fourth company, Performant Financial Corp., identifies and recovers delinquent and defaulted assets and improper payments. Stocks for Envivio, which develops software for telecommunications companies, sold for $69.75 million on its first day of listing, while stocks for CafePress, an online producer of customized products, sold for $85 million. The country’s largest producer of biodiesel, REG listed for $72 million just as the U.S. Environmental Protection Agency raised its target figures for biodiesel production – ensuring steady demand for the fuel – while Performant raised $81 million. All four companies illustrate Pillsbury’s long-standing relationships as it shepherds starts-ups through IPOs and beyond.

China Practice

Pillsbury Honored for a Deal of the Year in China
In what was hailed as a Deal of the Year, China Business Law Journal honored Pillsbury for helping long-time corporate client China Security & Surveillance Technology Inc. go private in a multimillion-dollar transaction. The project, which brought together Pillsbury partners from Washington, D.C., New York and Silicon Valley, involved delisting CSST from the New York Stock Exchange after merging with a British Virgin Islands company and a Delaware subsidiary. The honor was a significant one for Pillsbury as the Chinese-English monthly is considered a must-read by many of the region’s top legal counsel.

Energy

Pillsbury Represents Tesoro in $2.5 Billion Refinery and Gas Station Acquisition
For more than 100 years, Pillsbury has represented major oil and gas companies in all of their corporate, regulatory and litigation needs. In one recent high-profile transaction, Pillsbury represented Tesoro in the $2.5 billion purchase of BP’s Southern California refinery, more than 800 gas stations in the West and the use of the brand name ARCO. The transaction, which involved a cross-office team of Pillsbury lawyers in Houston, San Francisco and Los Angeles, will help cement Tesoro’s standing at one of the largest oil and gas refiners in the United States.

Pillsbury Powers East Coast’s Largest Solar Array
Long known for its energy project finance capabilities, Pillsbury represented its client BP Solar International Inc. in securing final funding for the Long Island Solar Farm, which is the largest photovoltaic array in the eastern United States. With a team of finance, environment, land use and natural resource and tax attorneys at its disposal, Pillsbury had a hand in every phase of the project’s development from its initial proposal through construction and financing. With 164,312 solar panels, the project will produce 50 GW of renewable energy or enough energy to power up to 4,500 homes and reduce carbon emissions by 30,000 metric tons each year. To top it off, the project earned the Best Photovoltaic Project of Year Award from the New York Solar Energy Industries Association, a recognition that the project sets the gold standard for innovative, sustainable development.

Pillsbury Leads Visionary Energy Plan for Los Angeles School District
With money tight but sun plentiful in the Los Angeles basin, Pillsbury is helping the nation’s second largest public school district reduce costs with a revolutionary plan to transform unproductive school rooftops into electricity-producing solar farms. The plan calls for the Los Angeles Unified School District to generate 21 MW of renewable energy by 2014 by using solar power systems atop nearly 60 facilities. The innovative plan could save the district $112 million in electricity costs over 20 years. The district called on Pillsbury to advise it on the critical first stage of the project: the financing and construction of the project’s first 4.7 MW in generating capacity. Ultimately, Pillsbury brought together a team of real estate, finance and energy lawyers to successfully structure two separate deals covering seven schools and a maintenance facility.

Nuclear Energy

Pillsbury Helps Utilities Recover Spent Nuclear Fuel Fees
For decades, Pillsbury has been recognized as having the world’s foremost nuclear energy practice. That reputation was underscored in the recent months, as the firm has secured tens of millions of dollars for its utility clients in long-running claims against the U.S. government over nuclear fuel disposal. In the firm’s most recent win, the U.S. Court of Appeals for the Federal Circuit awarded the plaintiffs $10.1 million for the extra costs of storing spent nuclear fuel that was the government’s responsibility. These claims go back years to the Nuclear Waste Policy Act of 1982 which required utilities to pay fees to the government for disposing of the utilities’ spent fuel. Yet, the U.S. Government failed to meet its obligation by the 1998 statutory and contractual deadline. Pillsbury led the utilities’ efforts to not only establish the government’s obligations but also recover breach-of-contract damages from the government. To date, Pillsbury has brought more than 20 breach-of-contract cases in the U.S. Court of Federal Claims for its utility clients. A key turning point came when Pillsbury helped the utilities win an en banc victory in the Federal Circuit. That panel rejected the government’s effort to excuse its delay in taking the spent fuel as “unavoidable.” The decision has resulted in numerous settlements between the government and utilities.

International Deals

Lenovo taps Pillsbury for International Joint Venture with EMC
Pillsbury’s multi-disciplinary China Practice helped Lenovo, the world’s second-largest PC manufacturer, ink a new partnership with Boston-based EMC to expand and extend their capabilities in network servers and storage devices. Upon announcing the deal, Lenovo’s chairman and CEO Yuanqing Yang outlined the strategic importance of the partnership: “Today’s annuncement with industry leader EMC is another solid step in our journey to build on our foundation in PCs and become a leader in the new PC-plus era.” The Wall Street Journal quantified the value of deal through another quote from Yang. "Over the first few years, we expect the combined value of the strategic partnership to be measured in billions [of dollars], not millions.”

Real Estate

Twitter, BART, Meadowlands count on Pillsbury’s Real Estate Practice
Pillsbury represented clients in several real estate transactions that were later named Deals of the Year by leading regional business publications on the West and East coasts. In the first, Pillsbury represented a major property owner in the acquisition of two buildings that were soon to become the new headquarters for Twitter in San Francisco. The deal’s principle building, the 75-year-old Art Deco structure known as San Francisco Mart, was 90 percent vacant at the time, but now houses several other technology-oriented companies along with its anchor tenant, Twitter. In another major deal, Pillsbury represented its client in a $293 million acquisition of two buildings in San Francisco’s Mission Bay, which is a life sciences development cluster anchored by the University of California, San Francisco and home to institutes, venture capital firms and brand name drug companies. Likewise, Pillsbury represented its long-time client, Bay Area Rapid Transit on a deal with a master developer for its newest transit station. Through a joint venture, BART was able to ground-lease the land adjacent to the master developer and was able to adhere to public building requirements that are part of California’s Infrastructure Financing Act. Finally, Pillsbury advised its client Triple Five on the development of the country’s largest retail, entertainment and tourism project -- the American Dream Meadowlands in New Jersey. That $3.7 billion project clocks in at 7.5 million square feet and beats out the current world’s largest malls in Beijing and Dubai in total size.

State & Local Tax

Pillsbury Wins Hard Fought, High-Profile Tax Dispute
In major win for its client, Pillsbury’s State and Local Tax team helped the Archdiocese of San Francisco prevail in a high-profile $22 million tax dispute with the City and County of San Francisco, successfully arguing that internal transfers of property between affiliated corporations are exempt from documentary transfer taxes. The office of San Francisco’s Assessor-Recorder had sought to collect millions in documentary transfer taxes from the Archdiocese after its internal reorganization of more than 200 parish and school properties, setting off a dispute that drew attention from city halls and religious organizations nationwide. Pillsbury’s team argued that the city’s tax claims were unwarranted, noting that internal property transfers are not sales of realty and are specifically exempted from the city’s documentary transfer tax. The San Francisco Superior Court sided with the Archdiocese in a tentative ruling and rejected the city assessor’s claims that the properties had been “sold” in San Francisco.

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