Corporate Practice 2009 Transaction Highlights

Corporate Practice

2009 Transaction Highlights

Global legal counsel in 36 cities on three continents.

United StatesAnchorage, Austin, Boston, Charlotte, Chicago, Dallas,

Fort Worth, Harrisburg, Los Angeles, Miami, Newark,

New York, Orange County, Palo Alto, Pittsburgh, Portland,

Raleigh, Research Triangle Park, San Diego, San Francisco,

Seattle, Spokane/Coeur d’Alene, Washington, D.C.

EuropeBerlin, Frankfurt, London, Moscow, Paris, Warsaw

Middle EastDubai

AsiaBeijing, Hong Kong, Shanghai, Singapore, Taipei, Tokyo

Corporate Practice

2009 Transaction Highlights

The Corporate practice at K&L Gates, composed of 500 lawyers, provides full-

service corporate counsel to facilitate the structuring, fi nancing and successful

completion of acquisitions, divestitures, mergers, joint ventures/strategic alliances

and recapitalizations, and public and private debt and equity offerings. We serve as

counsel to publicly traded companies, privately held and venture-backed companies,

partnerships, private equity fi rms and other investment funds, management groups

and entrepreneurs. Our lawyers in the United States, Europe, Asia, and the Middle

East are highly experienced in cross-border M&A, securities, regulatory and fi nancing

transactions and maintain a balance between company side and capital markets

clients in virtually every industry.

K&L Gates 2009 Corporate Practice Transaction Highlights

Ahnu, Inc.Acquisition by Deckers Outdoor Corporation

Artifi cial Life, Inc.Strategic alliance with

3M Company

The Barbarian GroupMerger with Cheil Worldwide

Beam Global Spirits & Wine, Inc.

Dissolution of a four-way joint venture and formation of a two-way

strategic alliance

Betfair Group Limited (UK)Acquisition of ODS Technologies

BridgewaterSavings Bank

Merger with East Bridgewater Savings Bank

Carousel Capital PartnersAcquisition of COPAC, Inc.

Carousel Capital Partners and AGDATA, LP

Sale of equity interests in MedData Health, LLC

Carrier Commercial Refrigeration, Inc.

Sale of certain assets of the Tyler Refrigeration Division

Conesys, Inc.Sale of Jerrick, Inc. subsidiary to Carlisle Companies Incorporated

Continental AGSale of global public transit

solutions business

Covance Inc.Sale of Interactive Voice & Web

Response Services business

Crane Co.Acquisition of Merrimac

Industries, Inc.

EPCOR Power L.P.Sale of EPCOR Power (Castleton)

LLC

EPCOR Utilities Inc.Transfer of power generation assets and operations to Capital Power

Fuqing Guanwei Plastic Industry Co. Ltd.Reverse takeover of MD

Holdings Corp.

Halliburton CompanyAcquisition of DeepBlue

Technologies, LLC

Halliburton CompanyAcquisition of Wellbore Energy

Solutions, Inc.

Jettainer GmbHAcquisition of own shares

from Trenstar Inc.

JMP Group, Inc.Acquisition of Cratos Capital

Partners, Inc.

John Wagner Associates, Inc.Split-off and corporate

reorganization

LKQ CorporationAcquisition of Greenleaf Auto

Recyclers, LLC

Lance, Inc.Acquisition of certain assets of Stella D’oro Biscuit Co., Inc.

Liberty Tire ServicesAcquisition of

Utah Tire Recyclers, Inc.

Liberty Tire ServicesAcquisition of

Ridge Recyclers Incorporated

Liberty Tire ServicesAcquisition of Florida Tire

Recycling, Inc.

Microsoft CorporationAcquisition of certain assets

from Merck subsidiary Rosetta Inpharmatics LLC

Microsoft CorporationAcquisition of Interactive Supercomputing, Inc.

Novozymes Biologicals, Inc.

Sale of turf and landscapes applications business

The Odom CorporationPurchase of certain Alaska

Distributors Co. beer, wine and spirits distribution businesses

The Odom CorporationJoint venture with Southern Wine &

Spirits of America

Otis Elevator CompanyAcquisition of Lonsdale Elevator,

Inc.

Mergers & Acquisitions


Par Pharmaceutical, Inc.Acquisition of the worldwide

rights of Nascobal® Nasal Spray

PA SportsTicker, Inc.Sale of all of the issued and

outstanding capital stock of PA SportsTicker, Inc.

Pike Electric Corp.Acquisition of assets from Facilities

Planning & Siting, PLLC

Principle Capital Holdings S.A.

Acquisition of Principle Capital Investment Trust plc

ProEquine Group, Inc.Acquisition of RHE Hatco, Inc.

Residential Credit Solutions

Joint venture with FDIC with respect to Franklin Bank Assets

The Robinson Media Group

Acquisition of 11 Connecticut School of Broadcasting locations

Rotunda CorporationSale of Dutch subsidiary EzGov, B.V., including EzGov UK, Ltd.

Salem Press Inc.Acquisition of EBSCO Publishing

Sterling PartnersPurchase of controlling interest in

School of Rock LLC

Unanimis Holdings Limited

Sale to France Telecom/Orange Mobile

Unify CorporationAcquisition of AXS-One, Inc.

United Rentals (North America), Inc.

Acquisition of Leasco Equipment Services, Inc.

XMLaw, Inc.Sale to Thomson Reuters (Legal) Inc.

YGM Trading LimitedAcquisition of Asian intellectual

property rights for the Aquascutum brand

Aqua ResourcesFund Limited

Aqua Resources Fund Limited

Purchase of Series C convertible preferred shares in China Hydroelectric Corporation

Banc of America Strategic Investments

CorporationInvestment in Invenergy Wind LLC

BIA Digital Partners SBIC II LP

Senior secured loan to Hibernia Atlantic U.S. LLC

BIA Digital Partners II LPMezzanine fi nancing of Cross

MediaWorks, Inc.

BIA Digital Partners II LPSecured note and warrant

fi nancing of Manifest Solutions, LLC

Bridge Semiconductor Corporation

Convertible note bridge fi nancings

Cognitive Match LtdSeries A preferred stock fi nancing

ConnectEDU, Inc.Series C preferred stock fi nancing

Essex Woodlands Health Ventures

Series D convertible preferred stock fi nancing of Entellus

Essex Woodlands Health Ventures

Series A preferred stock fi nancing of Victory Pharma, Inc.

Halosource, Inc.Series D preferred stock fi nancing

HomePipe Networks, Inc.Convertible note fi nancing

Private Equity, Venture Capital, and Other Non-Public Financings


ITA Partners, Inc.Series A-2 common stock offering

JSK Therapeutics, Inc.Convertible note and warrant

seed fi nancing

KBI Biopharma, Inc.Series B preferred stock fi nancing

Laird Norton Company LLC

Investment in Class A Units of American Education Group LLC

Matrix Corporate Capital LLP

Secondary fundraising by Patagonia Gold plc, acted

for broker

MediQuest Therapeutics, Inc.

Series B preferred stock fi nancing

Navigation Capital Partners

Recapitalization of Quantapoint, Inc.

New Leaf Paper Co.Series A preferred stock fi nancing

Pacifi c Bioscience Laboratories, Inc.

Private placement

Pharmaca Integrative Pharmacy

Series F-4 preferred stock fi nancing

Pharmaca Integrative Pharmacy

Series G preferred stock fi nancing

PitchBook Data Inc.Series A preferred stock fi nancing

Plexus Fund I, L.P.Investment in Saf-T-Net, Inc.

Plexus Fund I, L.P.Investment in QualaWash

Holdings LLC

Plexus Fund I, L.P.Investment in MPD

Chemicals, LLC/Silar Labs

Plexus Fund I, L.P.Investment in Web Products, Inc.

Sabey Data Centers LLCFormation and fi nancing of LLC

for operating data centers

Schedulicity, Inc.Series A preferred stock fi nancing

Sittercity, Inc.Series A preferred stock

follow-on fi nancing

Thomas Raymond & Co.Seed fi nancing

TRA Global, Inc.Series B preferred stock fi nancing

Telecom Transport Management, Inc.

Series B-1 preferred stock fi nancing

TaiGen Biopharmaceuticals

Holdings LimitedSeries C preferred stock fi nancing

Triangle Capital Corporation

Triangle Mezzanine Fund, LLP investment in Frozen

Specialties, Inc.


Investment in Technology Crops, LLC


Investment in NewZoom, Inc.


Investment in Cecilware

Washington Research Foundation

Investment in Series B preferred stock of MicroGREEN

Polymers, Inc.

Zones, Inc.Convertible note fi nancing

ZST Digital Networks, Inc.Private placement


Allegheny EnergySupply Company LLC

Rule 144A offering

Allegheny Technologies Incorporated

Public offerings of senior notes and convertible notes and cash tender

offer for notes

Amherst Securities GroupMultiple Fannie Mae mortgage-

backed securities offerings

Arch Coal, Inc.Follow-on public offering and Rule

144A offering

Array Networks, Inc.Admission to Taiwan Emerging

Stock Market

Bank of AmericaVarious Ginnie Mae reverse

mortgage REMIC securities offerings

BNP Paribas Securities Corp.

Multiple Fannie Mae, Freddie Mac and Ginnie Mae mortgage-backed

securities offerings

Boise Inc.Secondary public offering

Capital Power Corporation

Rule 144A offering

Chimera Investment Corporation

Follow-on public offerings

Chimera Investment Corporation

Rule 144A offerings

China-Biotics, Inc.Follow-on public offering of

common stock

Coca-Cola Bottling Co. Consolidated

Underwritten offer and sale of 7% senior notes

CT Holdings (International) LimitedActing for the sponsor, Optima Capital Limited, on admission

to the Hong Kong Stock Exchange

DARA BioSciences, Inc.Registered direct offerings

PT Delta Dunia Makmur Tbk

Sale of 3,580,000,000 ordinary shares

Education Management Corporation

Cash tender offer for senior subordinated notes

Education Management Corporation

Initial public offering

Flow International Corporation

Follow-on public offering

Hecla Mining CompanyFollow-on public offering

Hecla Mining CompanyCommon stock PIPE

Horizon SecuritiesActing for the lead manager to

Cowealth Medical’s admission to Taiwan Emerging Stock Market

ICBC International Capital Ltd.

Initial public offering of Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited, acting for the global coordinators, sponsors,

and the underwriters

Modern Media Holdings Limited

Initial public offering, acted for sponsor, ICBC International

Capital Ltd.

New Enterprise Associates

Common stock PIPE

PT Bukit Makmur Mandiri Utama

11.75% guaranteed senior notes

Seaspan, Inc.Represented Dennis Washington interests in $200 million Series A

preferred stock issuance

Public Offerings, PIPEs, andOther Institutional Financings

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Christopher M. [email protected]

Martin [email protected]

D. Mark [email protected]

Robert P. [email protected]

For more information on the Corporate Practice 2009 Transaction Highlights, please contact:

Anchorage Austin Beijing Berlin Boston Charlotte Chicago Dallas Dubai Fort Worth Frankfurt Harrisburg Hong Kong London

Los Angeles Miami Moscow Newark New York Orange County Palo Alto Paris Pittsburgh Portland Raleigh Research Triangle Park

San Diego San Francisco Seattle Shanghai Singapore Spokane/Coeur d’Alene Taipei Tokyo Warsaw Washington, D.C.

K&L Gates includes lawyers practicing out of 36 offices located in North America, Europe, Asia and the Middle East, and represents numerous GLOBAL 500, FORTUNE 100, and FTSE 100 corporations, in addition to growth and middle market companies, entrepreneurs, capital market participants and public sector entities. For more information, visit www.klgates.com. K&L Gates is comprised of multiple affiliated entities: a limited liability partnership with the full name K&L Gates LLP qualified in Delaware and maintaining offices throughout the United States, in Berlin and Frankfurt, Germany, in Beijing (K&L Gates LLP Beijing Representative Office), in Dubai, U.A.E., in Shanghai (K&L Gates LLP Shanghai Representative Office), in Tokyo, and in Singapore; a limited liability partnership (also named K&L Gates LLP) incorporated in England and maintaining offices in London and Paris; a Taiwan general partnership (K&L Gates) maintaining an office in Taipei; a Hong Kong general partnership (K&L Gates, Solicitors) maintaining an office in Hong Kong; a Polish limited partnership (K&L Gates Jamka sp.k.) maintaining an office in Warsaw; and a Delaware limited liability company (K&L Gates Holdings, LLC) maintaining an office in Moscow. K&L Gates maintains appropriate registrations in the jurisdictions in which its offices are located. A list of the partners or members in each entity is available for inspection at any K&L Gates office.

This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer.

©2010 K&L Gates LLP. All Rights Reserved.

Corporate Practice 2009 Transaction Highlights

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