Christopher M. Zochowski
Partner

Mr. Zochowski, a partner in Pillsbury's Corporate & Securities practice, works extensively with both domestic and international clients with respect to:

• Mergers and acquisitions, including asset transactions, segment dispositions, reincorporation mergers, proxy solicitations and issuer self-tender offers.
• Public and private securities transactions, including initial, follow-on and secondary public offerings, shelf registrations, transactions for business development companies, special purpose acquisition companies and permanent capital structures, 144A and Reg S transactions, public debt offerings and offerings under medium-term note programs.
• Specialty finance transactions including Business Development Companies (BDCs), Permanent Capital (PCAP) vehicles and Special Purpose Acquisition Companies (SPACs).
• Cross-border and domestic project and structured finance transactions, including sale-leaseback and GTA-type financings.
• Debt restructurings, including consent solicitations and exchange offerings.

Mr. Zochowski has worked across practice areas and industries, with a particular focus in recent years on paper, packaging and energy industries. Mr. Zochowski also has extensive experience in structuring and negotiating transactions on behalf of private equity and asset management clients, as well as in structuring and negotiating specialty finance transactions in the public markets. In addition, Mr. Zochowski has advised clients on matters relating to periodic reporting and disclosure requirements under the Securities Exchange Act of 1934, compliance with the rules and regulations of the New York Stock Exchange, Nasdaq, the American Stock Exchange and the NASD, compliance with the Public Company Accounting Reform and Investor Protection Act (i.e. the Sarbanes-Oxley Act), Delaware corporate law matters and other general corporate matters.

Mr. Zochowski began his career at Sullivan & Cromwell where he practiced until 2004 when he joined and became counsel at Sutherland Asbill & Brennan. In 2006, Mr. Zochowski joined McDermott, Will & Emery as a partner in the corporate group.

Following law school, Mr. Zochowski was a law clerk for now Chief Judge J. L. Edmondson on the 11^th Circuit Court of Appeals, from August 1997 to August 1998. While in law school, Mr. Zochowski was the Notes Editor of the George Washington Law Review.

• The stock and asset disposition by the AGI Shorewood group of companies of its gravure packaging assets in China, Korea, Mexico and the United States to Amcor
• The stock acquisition by AGI Media of Shorewood Packaging Corporation and its affiliates, comprising the specialty packaging division of International Paper Company, for approximately $125 million in the United States, the United Kingdom, China, Korea, Mexico, Poland and Canada
• The asset and stock acquisition by Atlas Capital Resources LP of AGI Media and its affiliates, comprising the specialty packaging division of MeadWestvaco Corporation for approximately $70 million in the United States, the United Kingdom, Ireland, Holland, Germany, Austria, Poland and Australia
• The sale of Care Investment Trust Inc., a publicly traded REIT, to Tiptree Financial Partners, L.P. for approximately $68 million
• The sale of a REIT loan portfolio by Care Investment Trust Inc. to CapitalSource Bank for approximately $25 million
• An asset disposition by Ivex Specialty Paper LLC of its US and Canadian assets to IndusPac
• The acquisition of a trading contract portfolio by Macquarie Cook Energy LLC from Constellation Energy Commodities Group, Inc.
• The acquisition of a trading contract portfolio by Macquarie Cook Energy LLC from Integrys Energy Services, Inc.
• The tax equity and debt financing of a geothermal energy facility by Merrill Lynch and certain affiliates
• The shelf registration and debt offering by Allied Capital Corporation for $1 billion and $400 million, respectively (Merrill Lynch was the lead underwriter)
• The initial public offering by Compass Diversified Trust for approximately $200 million and the acquisition of four portfolio companies with the proceeds thereof (Ferris, Baker Watts was the lead underwriter)
• The rights offering by Technology Investment Capital Corp. for approximately $44 million (UBS Securities was the lead rights manager)
• The rights offering for Ordinary Shares and the initial public offering by Pearson plc of American Depositary Shares for approximately US$2.5 billion (Goldman Sachs was lead underwriter)
• The universal shelf registration by Allegheny Energy, Inc., Allegheny Capital Trust I, II and III of US$1.5 billion of securities
• Various follow-on equity offerings by MCG Capital Corporation for approximately $110 million (various lead underwriters)
• Multiple private placements of notes by American Tower Corporation totaling approximately US$1.2 billion (Credit Suisse First Boston represented the Initial Purchasers)
• The initial public offering by Oxford GlycoSciences Plc of American Depositary Shares for approximately US$215 million (Lehman Brothers was lead underwriter)
• The initial public offering by Hercules Technology Growth Capital, Inc. for approximately $78 million (JMP Securities was the lead underwriter)
• Multiple private placements of debt by the International Bank for Reconstruction and Development (World Bank) totaling approximately US$8 billion (various Initial Purchasers)
• The acquisition of National Computer Systems, Inc. by Pearson plc for approximately US$2.5 billion (Goldman Sachs was dealer manager)
• The restructuring by Transportadora de Gas Del Sur S.A. of approximately US$1.0 billion of indebtedness
• The financing of a Brazilian pipeline project for approximately US$1 billion pursuant to a lease structure model
• The financing of a Brazilian pipeline project for approximately US$1 billion pursuant to a gas transportation agreement model

• Legal 500 US, Mergers: Middle Market (sub $500 million) (2012)
• Corporate/Strategic Acquisition of the Year, $100 million – $200 million – M&A Advisor (2012)

Mr. Zochowski has worked with several local charities and was most recently a director for D.C. Cares Social Circle, the special events, fundraising arm of Greater D.C. Cares, which is one of Washington’s largest charitable organizations.