Catherine C. Hood
Partner

Ms. Hood is a member of Pillsbury’s Corporate & Securities practice, and represents issuers, underwriters and institutional investors in a wide variety of public and private securities offerings. She has extensive energy and utility industry experience, and regularly represents public utility and competitive energy company issuers, underwriters and investors in the full range of debt and equity offerings by such issuers, including offerings of first mortgage and collateral trust bonds, unsecured notes, high-yield debt, credit-enhanced securities, tax-exempt debt and common and preferred equity. She also advises borrowers and lenders in commercial lending transactions. Her practice involves substantial utility mortgage and indenture work, asset-based finance work, general corporate counseling, advice as to disclosure and compliance under the federal securities laws and corporate and financial restructuring advice.

In addition to representing clients in more traditional debt and equity offerings, Ms. Hood has represented issuers and underwriters in connection with the development and public offering of new financial products, such as hybrid preferred securities, convertibles, "synthetic put" bonds, target stock and specialty retail products, and capital market financings for projects (in registered, 144A and tax-exempt offerings). Her experience includes several leveraged lease financings of generation and other utility facilities, equipment and aircraft lease financings, and project financings of power plants, manufacturing facilities and vessels.

Ms. Hood has significant experience advising investor-owned utilities on corporate and financial restructuring matters in connection with electric industry deregulation and disaggregation, advises clients acquiring new assets and businesses, and has advised distressed companies on out-of-court financial restructuring matters.

Representative Matters

• Represented PPL Corporation’s newly acquired subsidiaries, Louisville Gas & Electric Company, Kentucky Utilities Company and their parent holding company, LG&E and KU Energy LLC, in Rule 144A/Reg S offerings of $2.9 billion of secured and unsecured debt, including preparation of two new utility mortgage bond indentures for the public utility issuers.
• Represented PPL EnergyPlus LLC and its affiliates in establishing an $800 million secured energy trading facility to provide credit support for its trading operations.
• Represented the initial purchasers in Rule 144A offerings of senior notes of a closely held public utility holding company.
• Represented the underwriters in a registered notes offering by Darden Restaurants, Inc., the world’s largest company-owned and operated full service restaurant company.
• Represented the underwriters in an offering by DTE Energy Company of $300 million of floating rate notes.
• Served as designated purchasers' counsel in connection with a private placement of utility first mortgage bonds.
• Advised a utility company with respect to securitizing dedicated rate receivables and assisted with the drafting of enabling legislation.
• Advised the initial purchasers and lenders providing "exit financing" to NorthWestern Corporation upon its emergence from bankruptcy proceedings.
• Advised a mortgage loan originator in connection with a common stock rights offering.

Affiliations
American Bar Association, Sections of Public Utilities, Communications and Transportation Law, and Business Law

Association of the Bar of the City of New York

Publications and Presentations
Client Presentation: "Federal Securities Regulation" (November 2007)
"Ring Fencing," Edison Electric Institute Investor Relations Group Meeting (May 2006)
"Regulations G and FD and Sarbanes-Oxley: Practical Implications," Edison Electric Institute Investor Relations Group Meeting (May 2005)
"The SEC's Fair Disclosure Rule: Regulation FD," Edison Electric Institute Investor Relations Group Meeting (May 2001)