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Irell & Manella Posts Strong Year for Corporate Transactions

Firm advises on diverse set of M&A, private equity, public offering,

private placement, structured finance deals in 2007; Irell represents leading clients in gaming, green tech, entertainment, health care, aviation, communications technology and home construction

LOS ANGELES, Jan. 8 /PRNewswire/ -- Irell & Manella LLP's Transactions Group turned in a strong performance in 2007, handling corporate deals valued at more than $7 billion.

The firm advised on a variety of mergers & acquisitions, private equity investments, public offerings, private placements and structured finance. Clients also spanned multiple industry sectors, with Irell representing leading names in gaming and entertainment, as well as aviation, energy technology and alternative energy, home construction and health care.

"This past year, as in prior years, we advised on an eclectic range of strategic deals for longstanding clients in gaming, hospitality, entertainment and other sectors, while expanding our work for several areas, such as green technology and health care services," said Ashok Mukhey, head of Irell's transactions practice.

The firm was especially active on the private equity front. "Our group has shown that we are well positioned to handle the full spectrum of transactional work, from securities offerings to large-scale mergers and the creation of new investment vehicles. And we take pride in representing well- established industry leaders as well as entrepreneurial companies - this year saw plenty of work in both areas," Mr. Mukhey added.

Here are some highlights of Irell's 2007 corporate engagements by industry group:


-- Served as counsel to private equity fund U.S. Renewables Group, LLC, an

emerging leader in alternative and renewable energy investments. Irell

advised USRG in the formation of two new investment vehicles, a $475

million private equity fund (USRG II) and a geothermal resources

investment platform, Oski Energy, LLC. The firm also advised USRG on

its minority investment in Pipestem Energy Group, LLC, a developer of

midstream infrastructure assets supporting the petroleum agri-feedstock

and biofuels industry. Irell handled the private placement of

preferred units for U.S. Biodiesel Group II, LLC, a developer of

biodiesel production facilities, and it represented both USRG and

Rustic Canyon Partners in the formation and capitalization of Fulcrum

BioEnergy, Inc., a company designed to convert municipal solid waste

into biofuels. The Fulcrum deal included negotiating a first-of-its

kind commercial relationship with a public waste management company.

-- Continued its successful representation of private equity sector funds

co-formed by GFI Energy Ventures LLC and Oaktree Capital Management,

assisting in two significant energy company acquisitions. Having

advised on four GFI portfolio company acquisitions in 2006, Irell in

2007 represented the fund in its purchase of GoodCents, a developer of

energy efficiency programs for North American electric utilities and

Turbine Generator Maintenance, a leading service provider to the

turbine generator market in the U.S.

-- Represented Los Angeles-based Angeleno Group, a private equity firm

focused on the energy sector, in its investment in a company that

separates glass by color in preparation for recycling.


-- Represented a major international entertainment company in its $350

million acquisition of Club Penguin Entertainment, operator of a

popular children's online interactive community with more than 700,000

subscribers worldwide. The purchase price consisted of an upfront cash

payment of $350 million, with an earn-out of up to an additional $350


-- Advised Crescent Entertainment, LLC, a film production investment

company formed by private equity investor Clarity Partners L.P., along

with Act III Entertainment and Lambert Entertainment, in the

restructuring of its investment in Village Roadshow Pictures Group, a

film production and financing business, and the merger of Concord Music

Group into Village Roadshow Pictures Group.


-- Secured financing of the Aurora del Sol Hotel and Casino, a luxury

hotel and casino project with 25,000 square feet of gaming space in

Santo Dominto Este, in the Dominican Republic.

-- Handled negotiations relating to the issuer's default under $400

million of senior notes of Landry's Restaurants, Inc., resulting in a

litigation settlement providing for an exchange offer for new senior


-- Advised leading Las Vegas - based entertainment company FDR Management,

LLC (which does business under the name Pure Management Group) in its

corporate restructuring, as well as in the issuance and sale of secured

senior bridge notes, secured senior notes and equity interests to

institutional and other third party investors. Irell also represented

FDR Management in its negotiations of construction agreements for

multiple entertainment venues that recently opened in two of the major

hotel-casino resorts on the Las Vegas strip.

-- Represented Lake at Las Vegas Joint Venture, developer of the 3,600

acre residential and resort development Lake Las Vegas Resort, in its

$540 million refinancing of senior secured credit facilities and

related matters.

-- Served as counsel to leading Las Vegas resort and casino owner Wynn Las

Vegas in its construction agreements with Tutor Saliba Corp. for the

$1.35 billion Encore at Wynn Las Vegas, a 5-star Las Vegas luxury

resort tower, expected to open in late 2008. Irell also represented

Wynn Las Vegas in the multi-million dollar remodeling of its theater

and related spaces for new Broadway shows.

-- Continued its representation of fast-growing Las Vegas gaming company

Pinnacle Entertainment on a number of capital markets and construction

transactions. On the financing side, Irell represented Pinnacle in its

$368 million follow-on common stock offering, as well as its $385

million high-yield debt offering. The firm represented Pinnacle in

crafting construction agreements with McCarthy Building Companies, Inc.

for a luxury class gaming and multi-use development in St. Louis,

expected to include a 75,000-square-foot casino and 200 deluxe hotel

rooms. The firm also represented Pinnacle in negotiation of license and

management agreements with the Four Seasons Hotels Limited for a hotel

attached to its new facility in St. Louis.

-- Advised fund affiliates of three institutional investment fund

managers, including funds managed by Levine Leichtman Capital Partners,

in a complex restructuring of debt financing and equity ownership

arrangements with respect to a portfolio company that developed a

casino and resort property in Mississippi.

Heath Care:

-- Represented Chartwell Diversified Services, Inc. in the sale of its

Texas-based provider of home attendant care services, Chartwell

Community Services, Inc., to Jordan Healthcare Holdings, Inc., a

leading Texas home health care provider.

-- Advised Centinela Freeman Holdings in its sale of Centinela Hospital

Medical Center to Prime Healthcare Services. Centinela Hospital is a

369-bed hospital in Inglewood, CA and the official hospital of the Los

Angeles Dodgers and Lakers, as well as the home of the Tommy Lasorda

Heart Institute.


-- Represented Communications & Power Industries, Inc., a leading provider

of microwave products for defense, medical, communications and

scientific applications, in its acquisition of Malibu Research

Associates, Inc., a designer of advanced antenna systems for radar and

communications systems. Irell also represented Communications & Power

in the expansion of its senior credit facility and served as counsel to

its parent company, CPI International, Inc., in its $58 million tender

offer for its floating rate senior notes.

Real Estate/Home-Related

-- Served as counsel to Pacific Life Insurance Company on various

construction and term loans on real estate development projects,

including large apartment complexes, premier golf courses and world

class hotels.

-- Represented Arrow Group Industries, a leading manufacturer and

distributor of outdoor structures for residential use, including garden

sheds, greenhouses, carports, patio covers, and other home-related

products and accessories, in the amendment of its $80 million second

lien term loan.

Art, Planned Giving

-- Advised The Broad Art Foundation and Eli and Edythe Broad in their

negotiations for their loan of over 200 valuable works of art for the

inaugural exhibition at the newly completed Broad Contemporary Art

Museum at the Los Angeles County Museum of Art. Irell also represented

The Broads on their Foundation's $60 million gift to LACMA that

provided for the construction of the new Broad Contemporary Art Museum

as well as funding for the purchase of new works of art at the

institution, and Irell also represented a number of high net worth

individuals in pledges and supporting gift contributions to major

educational and medical institutions around the country.

Note: Irell & Manella LLP is a full service law firm with 220 attorneys in its Southern California offices in Los Angeles and Newport Beach. Founded in 1941, Irell is nationally recognized for its tax, entertainment, intellectual property, corporate and litigation practices. Irell was named the Number 1 U.S. law firm for intellectual property by Chambers Global in 2005 and 2006. The firm's clients include Fortune 500 corporations, universities, and leading-edge entrepreneurial companies in aviation, life sciences and medical devices, telecommunications, gaming, finance, technology and consumer electronics, and entertainment. For more, visit

From: Jessica Pantukh 310-203-7536

SOURCE Irell & Manella LLP
Copyright©2008 PR Newswire.
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