[Various Plaintiffs] v. Mallinckrodt, Inc., et al.

Client: Mallinckrodt, Inc.

We are representing Mallinckrodt, Inc., as one of the many defendants in the DES cases in New York and New Jersey.

A court-appointed fee committee in the General Growth chapter 11 case in the Southern District of New York

Hughes Hubbard represents a court-appointed fee committee in the General Growth chapter 11 case in the Southern District of New York. We are advising the committee on fee applications filed by over twenty professionals in an aggregate amount exceeding $100 million.

A regional bank in litigation and out-of-court disputes involving real estate mortgages

Hughes Hubbard represented a regional bank in litigation and out-of-court disputes involving real estate mortgages, check-kiting and embezzlement schemes, sub-prime and alt-A loan securitizations, equipment leases, and asset-based loans.

A special committee of board of directors of a parent corporation in connection with the chapter 11 case of the corporation’s subsidiary

Hughes Hubbard represented the special committee of board of directors of a parent corporation in connection with the chapter 11 case of the corporation’s subsidiary.

A.R. Baron

Client: Confidential Client
Firm Role: Defendant's Counsel

Representation of client in defending over two dozen litigated objections to customer claims, prosecuting over 100 adversary proceedings and instituting -- to date -- two plenary actions

AAA Arbitration in Seattle

Client: FlowTex Technologie Import von Kabelverlagemaschinen GmbH
Firm Role: Claimant's Counsel

Representation of German licensee in AAA arbitration in three-week arbitration hearing in Seattle in claim against American licensor involving disputes under license agreement and related disputes about scope of patents and application of European competition law.

AAA International Arbitration

Client: Confidential Client
Firm Role: Claimant's Counsel

We won a $93.6 million arbitration award for a long-time client in a complex international contract dispute arbitrated under the auspices of the American Arbitration Association.

AAA International Retailer Arbitration

Client: Confidential Client
Firm Role: Defendant's Counsel

Counsel to a Japanese company in a multi-million dollar AAA arbitration in New York with a bankrupt retailer.

ABN Amro Bank as agent for a group of lenders in connection with the workout of loans secured by a power plant in Pakistan

Hughes Hubbard represented ABN Amro Bank as agent for a group of lenders in connection with the workout of loans secured by a power plant in Pakistan; as agent for a group of lenders in connection with the workout of a loan to Cerro Negro, an oil and gas company owned by the government of Venezuela; as agent for a group of lenders in connection with the workout of loans to a Brazilian food manufacturer; and as a defendant in connection with litigation against JPMorgan Chase, Bear Stearns, and ABN – arising out of the recent JPMorgan Chase-Bear Stearns merger – involving the right to Bear Stearns’s headquarters in Manhattan.

Administrative Violation

Client: Confidential Client
Firm Role: Defendant's Counsel

We represented a major New York university against claims of violations of environmental statutes, and negotiated a Consent Decree with the local authorities that successfully resolved the parties' interests and enabled the university to move ahead with its project.

Adsat v. Associated Press, et al.

Client: Knight-Ridder, Inc.
Firm Role: Defendant's Counsel

We represented two newspapers in Adsat v. Associated Press, et al, in U.S. District Court and the Second Circuit.

Advantica Restaurant Group, Inc v. IBM

Client: Advantica Restaurant Group, Inc.
Firm Role: Plaintiff’s Counsel

Counsel for Advantica in breach of contract and fraud action involving IP out-sourcing.

Advice in the restructuring of the assets of an Isle of Jersey Trust

Client: Confidential Client
Firm Role: Company Counsel

The Firm provided advice in the restructuring of the assets of an Isle of Jersey Trust amounting to $150 million involving Saudi Arabian beneficiaries and counseled in a dispute between members of one of the largest Saudi family groups involving the distribution of $2 billion in assets.

Advised the Itau group of companies in connection with the acquisition BankBoston International, a subsidiary of Bank of America Corporation

Advised the Itau group of companies in connection with the acquisition BankBoston International, a subsidiary of Bank of America Corporation.

Advised the Itau group of companies in connection with the acquisition of the Miami-based private banking business of ABN-AMRO Bank N.V.

Advised the Itau group of companies in connection with the acquisition of the Miami-based private banking business of ABN-AMRO Bank N.V.

Aetna as a defendant in litigation brought by Enron relating to a $1.2 billion commerical paper program

Hughes Hubbard represented Aetna as a defendant in litigation brought by Enron relating to a $1.2 billion commercial-paper program.

Affiliated Media, Inc., the holding company for the nation’s second largest newspaper publisher, in its chapter 11 bankruptcy proceeding in Delaware

Hughes Hubbard represented Affiliated Media, Inc., the holding company for the nation’s second largest newspaper publisher, in its chapter 11 bankruptcy proceeding in Delaware and the confirmation of a plan of reorganization at the beginning of 2010. Hughes Hubbard successfully negotiated a pre-packaged bankruptcy filing involving over $1 billion in assets and $930 million in liabilities spread across eight classes of creditors.

Ajinomoto v. Handylee Enterprises

Client: Ajinomoto
Firm Role: Plaintiff’s Counsel

Ajinomoto is one of world's leading food suppliers, and in this particular matter, we represented the client's division dealing with monosodium glutamate (msg).  The client's products that were being sold to restaurants and other large users was being counterfeited.

In addition to the regular trademark/counterfeiting issues in such a case, this case also presented difficult issues involving confusion relating to Chinese language marks and investigations within that sector of the economy.

As a result of our investigations, we commenced three enforcement actions and obtained various remedies from the infringers, and in each instance we were able to prevent the infringers from continuing their wrongful conduct.

ALSTOM v. Olympic

Client: ALSTOM
Firm Role: Plaintiff’s Counsel

Our Trade Secrets and Unfair Competition Group represented ALSTOM Power in a trade secret action against one of its former vendors and a major competitor in the power industry.  After we sought a TRO and a preliminary injunction on behalf of ALSTOM, the parties entered into a settlement favorable to our client.

AMC v. ACM

Client: AMC Corporation
Firm Role: Plaintiff’s Counsel

We represented AMC Corporation in an action alleging corporate raiding and the theft of trade secrets by a competitor, ACM Group, Inc.  We were successful in obtaining a TRO prohibiting ACM Group from soliciting AMC employees for a period of time and ordering it to return the confidential information it misappropriated.

Amici curiae brief with the U.S. Supreme Court on behalf of the Navajo Nation, the National American Indian Court Judges Association and the Northwest Intertribal Court System

Working pro bono, Hughes Hubbard filed an amici curiae brief with the U.S. Supreme Court on behalf of client the Navajo Nation, the National American Indian Court Judges Association (NAICJA) and the Northwest Intertribal Court System (NICS) in a dispute over tribal court jurisdiction. Initially retained by the Navajo Nation, which has the largest tribal court system in the United States, at the request of the Indian parties to the case and the National Congress of American Indians, Hughes Hubbard took the lead in pulling together an amicus brief not only for the Navajo Nation but also for NICS and NAICJA.

The case, Plains Commerce Bank v. Long Family Land and Cattle Company, was ultimately decided against the Indian parties, with the Supreme Court reversing the lower court and holding that the Cheyenne River Sioux Tribal Court did not have jurisdiction over a discrimination action by tribal members against Plains Commerce, a non-Indian bank doing business on the reservation.

Amicus brief in support of Native American tribe's petition to the U.S. Supreme Court

Lawyers from Hughes Hubbard filed an amicus brief in support of a Native American tribe’s petition to the U.S. Supreme Court.

The petition, which was denied, sought the Supreme Court’s review of a Virginia Supreme Court decision which ruled that the Mattaponi Tribe’s 1677 Treaty with Great Britain was not a matter of federal law. The decision stemmed from the tribe’s court battle to stop the construction of a reservoir on the Mattaponi River that would have harmed the tribe’s shad fishery, as well as the natural and cultural resources related to it.


Hughes Hubbard wrote the brief for The National Congress of American Indians, a pro bono client and the nation’s largest and oldest pan-Indian group.

Anthoine v. Lord, Bissell & Brook and Mendes & Mount

Client: Mendes & Mount LLP
Firm Role: Defendant's Counsel

The New York State Supreme Court dismissed claims against our client, Mendes & Mount LLP, brought by a group of disgruntled "Names" at Lloyd's of London.  (The Names are individual participants in Lloyd's insurance ventures who face personal liability by participating in insurance syndicates.)

Antitrust Arbitration

Client: Confidential Client
Firm Role: Arbitrator

Assigned to serve as arbitrator of antitrust tie-in and monopolization issues as well as contractual issues in case ordered to AAA arbitration by U.S. District Court for the Eastern District of Pennsylvania.

Arbitration In The Hague

Client: Lyondell Chemical Nederland, Ltd.
Firm Role: Defendant's Counsel

We represented the Dutch subsidiary of Lyondell Chemical Company in an arbitration in the Hague under the rules of the Netherlands Arbitration Institute in a dispute about the planning and initial construction of a new chemical plant to be built at Rotterdam.

ARCO Chemical Co. v. Repsol Quimica, S.A.

Client: ARCO Chemical Company
Firm Role: Claimant's Counsel

We represented ARCO Chemical Company in bringing an ICC arbitration in Paris (10 days of hearings) to enforce the terms of an agreement licensing a valuable manufacturing technology to a Spanish company, and simultaneously defended the same client in European Commission preceedings (3 days of hearings) challenging the same agreement as restrictive of competition.

Assistance with the French aspects of a merger between an American company and a Dutch company

Firm Role: Company Counsel

The Firm assisted in the French aspects of the merger of the American company, Kimeragen and the Dutch parent of a French company, ValiGene.

B. Lewis Productions v. Maya Angelou and Hallmark Cards, Inc.

Client: Hallmark Cards Inc.
Firm Role: Defendant's Counsel

Boxing promoter Butch Lewis is suing Maya Angelou, the poet and writer, and Hallmark Cards, Inc. for breach of contract.  Hallmark and Angelou have an agreement for the creation of a greeting card line using Angelou’s poetry.  Butch Lewis alleges that he is the agent for Angelou in this capacity and sues both parties on this basis.  Hughes Hubbard is defending Hallmark in this litigation.

Banco Central del Paraguay v. Paraguay Humanitarian Foundation, Inc.

Client: Central Bank of Paraguay
Firm Role: Plaintiff’s Counsel

We represent the Central Bank of Paraguay in connection with efforts to recover US $16 million diverted from two Paraguayan banks in liquidation.

Banco de Guatemala

Client: Banco de Guatemala
Firm Role: Defendant's Counsel

Counsel in breach of contract and fraud action arising out of construction of financing of national highway project.

Banner v. Le Sportsac, Inc.

Client: Le Sportsac, Inc.
Firm Role: Defendant's Counsel

We represented LeSportsac, Inc. in defeating breach of contract claims filed in New York State Supreme Court by Banner, S.R.L., an Italian company that served as LeSportsac's licensee and distributor for much of Europe, and we prevailed at trial on our client's counterclaims.

Banque Worms v. Manhasset Office Group

Client: Banque Worms
Firm Role: Plaintiff’s Counsel

Counsel for a French bank in a declaratory judgment action against a creditor.

Barcamerica v. Cantine Leonardo Da Vinci

Client: Cantine Leonardo Da Vinci
Firm Role: Defendant's Counsel

Our client, Cantine Leonardo Da Vinci, is a supplier of wine products in Italy.  It and its U.S. distributor were sued by a California company, Barcamerica International, over our client's use of the mark, LEONARDO DA VINCI, for the same products as those contained in Barcamerica's trademark registration.

Barcamerica commenced the action with a motion for preliminary injunction.  We successfully defended against the motion.  Later, we moved for summary judgment dismissing the case, which was granted on the alternative bases of naked licensing and laches.

On appeal, the Ninth Circuit affirmed the decision below and held that Barcamerica's licensing of the mark without adequate quality control measures served as an abandonment of the mark.

Bargenquast v. Nakano Foods, Inc.

Client: Nakano Foods, Inc.
Firm Role: Defendant's Counsel

Representation of vinegar company in arbitration contesting termination of CEO for breach of fiduciary duty and material misrepresentation.

Blaya, et al. v. Univision, et al.

Client: Hallmark Cards Inc.
Firm Role: Defendant's Counsel

Counsel for Univision and its parent company, Hallmark, in an action involving a determination of rights of former President of Univision under his employment agreement, including the enforceability of a covenant not to compete.

Boston Scientific Corp. v. Schneider

Client: Boston Scientific Corp.
Firm Role: Plaintiff’s Counsel

We represented Boston Scientific Corp. in patent antitrust litigation involving rapid exchange catheters in U.S. District Court in Boston.

Boy Scouts of America v. James Dale

Client: Boy Scouts of America
Firm Role: Defendant's Counsel

We prevailed before the U.S. Supreme Court in Boy Scouts of America v. James Dale.  The Court ruled that the First Amendment right of expressive association protects the autonomy of The Boy Scouts to decide who may act as leaders for its youth members and as role models for the Scout Oath and Law.

Boy Scouts of America v. School Board of Broward County, Florida

Client: Boy Scouts of America
Firm Role: Defendant's Counsel

We obtained a significant victory in a federal court action against the School Board of Broward County, Florida.  The court ruled that the School Board had violated the constitutional rights of the Boy Scouts when it prevented them from meeting in the public schools and required the School Board to pay the Boy Scouts attorneys' fees.

Brazilian Banana ICC Arbitration

Client: Confidential Client
Firm Role: Respondent's Counsel

We defeated claims in an ICC arbitration in Rio de Janeiro arising out of a joint venture for the cultivation of Brazilian bananas and the marketing of bananas internationally, in which claims and counterclaims totaled approximately $80 million. Our client, a Brazilian investment group, received substantial monetary damages and equitable relief on its counterclaims.

Bristol-Myers Squibb

Client: Bristol-Myers Squibb Company

Regular representation in numerous antitrust matters and related licensing disputes.

Brown v. Christie's Inc.

Client: Christie's Inc.
Firm Role: Defendant's Counsel

Plaintiff sued Christie's for fraud rising from a dispute over the attribution of a 17th century Italian painting.  The Firm succeeded in having the complaint dismissed based on the disclaimer provisions of Christie's consignment agreement.

Bulova Corporation v. Bulova do Brazil

Client: Bulova Corporation
Firm Role: Plaintiff’s Counsel

Our client, Bulova Corporation, ("Bulova"), is one of the world leading watch sellers.  In this particular instance, Bulova had terminated the services of the entity serving as the distributor of its products in Brazil.  When this entity refused to abide by the termination, Bulova commenced an action in the United States courts for trademark infringement.

In addition to the usual trademark issues involved in a dealer-termination case, we also had to confront issues involving a U.S. Court's determination of conduct occurring in a foreign country.  Here, the Court ruled in our favor in issuing a preliminary injunction against the defendant's continued use of the Bulova trademark and held that the injunction had worldwide coverage.

Callands v. WMATA et al.

Client: ALSTOM
Firm Role: Defendant's Counsel

Our litigators successfully represented ALSTOM Signaling Inc. in a lawsuit against the company and other former contractors to the Washington Metropolitan Area Transit Authority (WMATA).  The plaintiff sought wrongful death and survival damages arising out of the death of a WMATA employee in a 1996 train crash.  After we had obtained discovery sanctions against the plaintiff's law firm, the Court granted our motion to dismiss for failure to prosecute.

Canada-Measures Affecting the Importation of Milk and the Exportation of Dairy Products

Client: Government of Canada
Firm Role: Defendant's Counsel

Case brought by the United States and New Zealand against Canada at the World Trade Organization alleging subsidies to Canadian dairy product processors. 

Central Bank of Paraguay

Firm Role: Bank Counsel

Hughes Hubbard advised the Central Bank of Paraguay ("BCP") in connection with a landmark currency swap agreement with the International Finance Corporation ("IFC").  For the IFC, this is the first currency swap agreement entered into with a Latin American central bank.  For the BCP, the deal represents the first derivatives transaction of its kind.  The swap agreement enables the IFC to provide loans to the Paraguayan private sector in local currency.

Charles Schwab

Client: Charles Schwab & Co.
Firm Role: Defendant's Counsel

Representation of Charles Schwab & Co., Inc. in a federal court action alleging discriminatory failure to hire because of an arrest record.

Citibank and its affiliates individually and as agent in the restructurings and refinancing of financially troubled companies

Hughes Hubbard represented Citibank and its affiliates individually and as agent in the restructurings and refinancing of financially troubled companies in the automotive, real estate, art dealership, airline, aircraft leasing, building construction, radio broadcasting, equipment supply, and advertising industries and in numerous bankruptcy cases and loan enforcement proceedings including the cases of a regional fast-food franchisee, domestic and international commercial airlines and energy supply companies.

Citicorp Services, Inc. v. Western Union Corp.

Client: Western Union Corp.
Firm Role: Defendant's Counsel

Hughes Hubbard represented the defendant in a monopolization case which was eventually dismissed by the plaintiff and in related unfair competition and trademark litigation.

Commodity Credit Latin American Credit Facility

Client: Commodity Credit Corporation
Firm Role: Lender's Counsel

We represented Commodity Credit Corporation as a syndicate member in multi-million-dollar trade finance facilities supporting trade credits to Latin America and utilizing private and government-sponsored insurance programs.

Corsearch v. Thompson & Thompson

Client: Knight-Ridder, Inc.
Firm Role: Defendant's Counsel

We represented an electronic data service in case which was dismissed before trial.

Counsel for media company and its parent company in an action involving a determination of rights of former President of media company under his employment agreement, including the enforceability of a covenant not to compete.

Firm Role: Defendant's Counsel

Counsel for media company and its parent company in an action involving a determination of rights of former President of media company under his employment agreement, including the enforceability of a covenant not to compete.

Counsel to the debtor in the chapter 11 cases of Worldtex, Inc. and Willcox & Gibbs

Hughes Hubbard acted as counsel to the debtor in the chapter 11 cases of Worldtex, Inc. and Willcox & Gibbs and general corporate counsel to Northwest Airlines, Inc. as a debtor-in-possession.

Credit Suisse First Boston (USA), Inc. v. Carlos Burns and Jane Fincher

Client: Credit Suisse First Boston (USA), Inc.
Firm Role: Plaintiff’s Counsel

Representation of CSFB in NASD arbitration claim against former brokers for permanent injunctive relief and damages for violation of the Computer Fraud and Abuse Act, breach of contract, misappropriation of trade secrets and breach of duty of loyalty.

Credit Suisse First Boston (USA), Inc. v. Carlos Burns and Jane Fincher

Client: Credit Suisse First Boston (USA), Inc.
Firm Role: Plaintiff’s Counsel

Obtaining temporary injunctive relief for CSFB against brokers for violation of the Computer Fraud and Abuse Act, breach of contract, misappropriation of trade secrets and breach of duty of loyalty.

Creditor's committees in various chapter 11 cases

Hughes Hubbard represented Creditors’ Committees in Pacific Gas & Electric, Hanbro Iron & Steel Co., Crown Books, Seychelles Fund, Great American Audio cases; committees of secured creditors in the Integrated Resources and Public Service of New Hampshire chapter 11 cases; and an unofficial committee of bondholders in the second TWA chapter 11 case.

Danone Waters of North America; The Dannon Co., Inc.

Client: Danone Water of North America; The Dannon Company, Inc.

National litigation counsel for commercial litigation.

Defense of computer company providing system integration and network design in action alleging, inter alia, employment discrimination.

Firm Role: Defendant's Counsel

Defense of computer company providing system integration and network design in action alleging, inter alia, employment discrimination.

Defense of employer in action alleging fraud and entitlement to unpaid commissions.

Firm Role: Defendant's Counsel

Defense of employer in action alleging fraud and entitlement to unpaid commissions. 

Dell Computer v. LA-MPEG

Client: The Trustees of Columbia University
Firm Role: Defendant's Counsel

We defended an antitrust challenge to a major patent good.

Deloitte & Touche LLP

Client: Deloitte & Touche LLP

Advised Deloitte & Touche LLP in connection with various legislativ and regulatory matter.

Deutz AG v. General Electric Company

Client: ICC Court of Arbitration
Firm Role: Arbitrator

Party-appointed arbitrator in an ICC arbitration in London between Deutz AG, a German company, and General Electric Company, in which the arbitrators found that they lacked jurisdiction because the dispute was not within the scope of an agreement to arbitrate.  See General Electric Co. v. Deutz A.G., 270 F.3d 144 (3rd Cir. 2001).

Dispute over Coordinated Departure of Employees to Competitor

Client: Morgan Stanley & Co., Incorporated
Firm Role: Defendant's Counsel

Action by former officer of Morgan Stanley who was involved in a group defection to CS First Boston.  Plaintiff asserted claims to recover certain compensation forfeited under terms of plans, and Morgan Stanley counterclaimed for breach of fiduciary duty, tortious interference, unfair competition, conversion and related torts.

DOL Investigation

Client: California Bank and Trust
Firm Role: Defendant's Counsel

We represented California Bank E Trust in compliance reviews by the Office of Federal Contract Compliance Programs.

Domingo Cambeiro Professional Corp. v. Tri-M Holdings, Inc. etc. et al.

Client: Tri-M Holdings, Inc.
Firm Role: Defendant's Counsel

Represented Tri-M Holdings, Inc. in defense of architect’s copyright and related claims concerning New York New York Hotel in Las Vegas; obtained summary judgment on the copyright claims and one of the largest attorneys’ fee awards ever granted in a copyright case.

Dow Corning Corp. v. Hartford Insurance Company, et al.

Client: Hartford Insurance Company
Firm Role: Defendant's Counsel

Counsel for Hartford Insurance Group in a declaratory judgment action regarding insurance coverage for Dow Corning's liability arising from breast implant litigation.  In addition, the firm was appointed by the court as liaison counsel for the purpose of representing and coordinating over 100 insurance carrier defendants.

Employment Matters

Client: ALSTOM

We counseled ALSTOM Transportation with respect to Railway Labor Act and Federal Liability Act issues.

Ernst & Young LLP

Client: Ernst & Young LLP

Advised Ernst & Young LLP in connection with various legislative and regulatory matters.

Ernst & Young LLP

Establishment of over-the-counter American Depository Receipt programs

Client: Grupo Herdez, S.A. de C.V.
Firm Role: Issuer's Counsel

Hughes Hubbard & Reed has established over-the-counter American Depository Receipt programs for:  Grupo Herdez, S.A. de C.V., Corporación GEO, S.A. de C.V.andGrupo Sare, S.A. de C.V. in Mexico; Banco Venezolano de Credito S.A. in Venezuela; and Corporación Financiera del Valle S.A. in Colombia.

Estate of Robert Nesta Marley

Client: Marley Estate
Firm Role: Plaintiff’s Counsel

Counsel for Bob Marley Estate in RICO action brought in Southern District of New York involving misappropriation of millions of dollars in late entertainer's assets.

Examiner in the North General Hospital chapter 11 case in New York and in the Nellson Nutraceutical chapter 11 case in Delaware

Hughes Hubbard represented the examiner in the North General Hospital chapter 11 case in New York and in the Nellson Nutraceutical chapter 11 case in Delaware.

Ex-Im Bank Latin America Trade Finance Facility

Client: Ex-Im Bank
Firm Role: Lender's Counsel

We represented Ex-Im Bank as the lead member in multi-million-dollar trade finance facilities supporting trade credits to Latin America and utilizing private and government-sponsored insurance programs.

Federal Deposit Insurance Corporation in connection with lawsuits arising out of the failures of IndyMac Bank and Washington Mututal

Hughes Hubbard represented Federal Deposit Insurance Corporation in connection with twenty-six lawsuits arising out of the failure of IndyMac Bank, F.S.B. in Pasadena, California, and in connection with lawsuits relating to the insolvency of Washington Mutual.

Fiberoptic Cable Coverage Litigation

Client: First State Insurance Co. and Hartford Accident Indemnity Company
Firm Role: Defendant's Counsel

Representation of First State Insurance Company and Hartford Accident and Indemnity Company in declaratory judgment actions pending in New York and Kansas seeking determinations as to insurance coverage for actions commenced by landowners alleging intentional trespass arising out of the installation of fiberoptic cable in the 1980's.

Fidelity & Deposit Co. v. Sharp Construction, et al.

Client: Confidential Client
Firm Role: Defendant's Counsel

Defense surety bond claims resulting from construction contract defaults.

Film and Television Productions from Canada

Client: Canadian Film and Television Production Association
Firm Role: Defendant's Counsel

Case brought by U.S film unions against Canadian industry alleging subsidies to Canadian producers.

Financial institutions in connection with distressed real estate loans

Hughes Hubbard represents BNP Paribas, Société Générale and Citibank in connection with distressed real estate loans including: (i) a judicial foreclosure of a $282 million warehouse line of credit secured by 51 real estate loans to land owners and developers; (ii) successful litigation with respect to a $558 million credit facility to real estate developer Sheldon H. Solow; (iii) the foreclosure of a $128 million mortgage secured by a retail mall; (iv) the workout and restructuring of a $130 million loan secured by a condominium development in Miami, Florida; (v) the restructuring of a $209 million loan secured by a portfolio of commercial buildings in Sacramento, California including the conversion of debt to equity and negotiation of a limited partnership agreement; (vi) the restructuring of a $50 million loan secured by three parcels of land and certain transferable development rights located in Washington, D.C. and designated for governmental service agency buildings; and (vii) the workout and repayment of several defaulted loans to a group of affiliated borrowers in an aggregate amount in excess of $50 million secured by golf courses and mixed-use developments.

First State Insurance Co. v. Minnesota Mining & Manufacturing Co.

Client: First State Insurance Co. and Twin City Fire Insurance Co. (Hartford)
Firm Role: Plaintiff’s Counsel

Comprehensive coverage action in Minnesota State court involving 3M and over 100 insurers regarding insurance coverage for 3M's over $1 Billion in liability arising out of its manufacture of silicone breast implants.  Also, this action paralleled a federal court litigation in Texas.

Flagstar Corp v. American Excess Insurance Co.

Client: Flagstar Corporation
Firm Role: Plaintiff’s Counsel

Arbitration of insurance claims arising from alleged racial discrimination.

Foreign representatives in connection with the chapter 15 cross-border filings of Nameiri-Showa Co., Ltd. and Baronet Inc.

Hughes Hubbard represented the foreign representatives in connection with the chapter 15 cross-border filings of Nameiri-Showa Co., Ltd. and Baronet Inc.

French/Mexican ICC Arbitration

Client: Confidential Client
Firm Role: Respondent's Counsel

We are counsel to a major French company that is the respondent in a $25 million ICC arbitration brought by a Mexican subcontractor.  We have filed a $22 million counterclaim.

French/U.S. ICC Arbitration

Client: ICC Court of Arbitration
Firm Role: Arbitrator

Appointed as arbitrator in an ICC arbitration between French petrol company and major U.S. oil company concerning dispute over African concession agreement.

Galerie Gmurzynska v. Ingrid Hutton, Leonard Hutton Galleries Inc., Magdalena Dabrowski, Eugenia Ordonez A/K/A Eugena Chu, Alexandra Shatskikh, And Bengt Schwitters

Client: Magdalena Dabrowski
Firm Role: Defendant's Counsel

The Firm is currently defending Magdalena Dabrowski, a former curator at the Museum of Modern Art and a leading expert in the field of Russian Avant-Garde Art, in the Southern District of New York.  The complaint alleges that Ms. Dabrowski participated in a conspiracy to defame the plaintiff, a German art gallery, by giving unfavorable opinions about works of art offered for sale by the plaintiff.  Defendants’ motion to dismiss is currently pending.

German/Korean ICC Arbitration

Client: ICC Court of Arbitration
Firm Role: Arbitrator

Appointed as arbitrator in an ICC arbitration between German subsidiary of U.S. multinational company and Korean group, involving dispute over alleged breach of warranty in an acquisition agreement.

Goe Engineering Co. v. Physicians Formula Cosmetics, Inc. et al.

Client: Physicians Formula Cosmetics, Inc.
Firm Role: Defendant's Counsel

We represented Physicians Formula Cosmetics, Inc. in a private environmental cost recovery action and related USEPA Superfund action and regulatory matters respecting PCE contamination of soils and groundwater.  We successfully recovered compensatory damages, cleanup costs, as well as indemnification for the costs of an USEPA and California DTSC regional groundwater cleanup which is expected to continue for at least two (2) more decades.

Goller Place Corp. v. Federal Deposit Insurance Corporation

Client: FDIC/RTC
Firm Role: Defendant's Counsel

Our litigators successfully represented the Federal Deposit Insurance Corporation and Resolution Trust Company in a lender liability action.  We obtained summary judgment dismissing the complaint from a New Jersey federal court and the judgment was affirmed by the Court of Appeals for the Third Circuit.

Government Investigation

Client: Confidential Client

Counsel for Fortune 100 client in connection with fraudulent product testing practices which resulted in simultaneous civil and criminal Federal, State, and local investigations and civil litigation.

Green Tree Financial Corp. v. Randolph

Client: American Arbitration Association
Firm Role: Counsel for amicus curiae

On behalf of the American Arbitration Association, we submitted an amicus curiae brief to the U.S. Supreme Court in Green Tree Financial Corp. v. Randolph, a case brought under the Truth in Lending Act (TILA), in which the 11th Circuit refused to enforce an arbitration clause in a consumer contract.  In its decision, the Court agreed with the AAA's position that the mere silence of an arbitration agreement on how the expenses of arbitration are to be paid does not make the agreement unenforceable.

Hachette Filipacchi Presse v. X-Large

Client: Hachette Filipacchi Presse
Firm Role: Plaintiff’s Counsel

Our client, Hachette Filipacchi Presse ("Hachette"), is an internationally-known publisher of various media properties, including magazines such as ELLE Magazine.  The defendant is a retail chain that sells youth-oriented clothing.

The defendant launched a new line of clothes, using various formulations of the trademark X-ELLE.  On behalf of the client, we moved for a preliminary injunction, after which the defendant sought a settlement through which it agreed to discontinue the use of the label X-ELLE.

Herron v. Sumitomo Bank Limited

Client: The Sumitomo Bank Limited
Firm Role: Defendant's Counsel

We persuaded the U.S. District Court, Northern District of Georgia, to grant summary judgment and costs in favor of The Sumitomo Bank, Limited in a claim for age and gender discrimination in which the plaintiff argued that there was "smoking gun" evidence.

Hidroelectrica Rio Lajas v. American Arbitration Association

Client: American Arbitration Association
Firm Role: Defendant's Counsel

On behalf of the American Arbitration Association, we won a victory before the U.S. District Court for the Southern District of New York, which granted our motion to dismiss, on the grounds of arbitral immunity, in a complaint against the AAA and two arbitrators seeking to enjoin the arbitrators from moving the hearings in an AAA Arbitration from Costa Rica to New York.

Highlands Insurance Co. v. McFarland Energy, Inc., et al.

Client: McFarland Energy, Inc. and Seaboard Energy, Inc.
Firm Role: Defendant's Counsel

We represented McFarland Energy, Inc. and Seaboard Energy, Inc. in the trial court and on appeal in an environmental insurance coverage action, testing novel theories of coverage for contaminants escaping from a landfill.  The matter involved the Operating Industries, Inc. landfill in So. California, the largest USEPA Superfund action the United States.  We also represented McFarland and Seaboard in the underlying Superfund action.

Hill et al., v. Replublic of Iraq et al.

Client: Various Individuals
Firm Role: Plaintiff’s Counsel

Represented varous individuals who were used as "human shields" or otherwise detaind in Iraq and Kuwait during the Gulf War in asserting claims againts the government of Iraq.

Hornell Union Matters

Client: ALSTOM
Firm Role: Defendant's Counsel

We successfully represented ALSTOM Transportation, Inc. in obtaining dismissal of an unfair labor charge before the National Labor Relations Board in Buffalo, New York.

Hughes Hubbard acted as securities and borrower's counsel to Kenner & Company, Inc. in connection with its acquisition of Dynacast, a division of Melrose plc.

Hughes Hubbard acted as securities and borrower's counsel to Kenner & Company, Inc., a New York-based private equity firm, in connection with its acquisition of Dynacast, a maker of precision die-cast components and a division of Melrose plc.  Kenner, a New York-based private equity firm, together with Izurium Capital Management and a number of other institutional investors, purchased Dynacast.  JP Morgan, Macquarie Capital, GE Capital and Bank of Montreal provided debt financing for the transaction.

Hughes Hubbard represented Morgan Stanley and Credit Suisse First Boston in the proposed initial public offering of The MTVi Group

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Morgan Stanley and Credit Suisse First Boston in the proposed initial public offering of The MTVi Group.

In re Braniff International Airlines, Inc.

Client: Abraham D. Sofaer, as chapter 11
Firm Role: Trustee's Counsel

We represent the chapter 11 Trustee of Braniff for all purposes, including estate administration, adversary proceedings, trademark licensing, etc.

In re Pathmark, Inc.

Client: Pathmark, Inc.
Firm Role: Defendant's Counsel

Representation of supermarket chain in price-fixing investigations, state and federal entry of nolo contender plea and follow on claim action litigations in state and federal courts.

In re Recycling Industries, Inc.

Client: Compagnie Francaise des Ferrailles
Firm Role: Buyer's Counsel

Counsel to prospective acquirer of metals recycling facilities in $75 million asset purchase transaction.

In Re Schick Technologies Inc. Securities Litigation

Client: PricewaterhouseCoopers LLP
Firm Role: Defendant's Counsel

We achieved a victory for our client, PricewaterhouseCoopers LLP, by persuading the Eastern District of New York to dismiss a class action complaint alleging securities fraud and negligent misrepresentation on the grounds that the plaintiffs failed to adequately plead those claims under Section 10(b) and Section 11 of the federal securities laws.

In re Southeast Securities and Loan Loss Reserves Litigation

Client: Confidential Client
Firm Role: Defendant's Counsel

We defended a major accounting firm in a malpractice suit that was initiated after Florida's premiere bank, Southeast Bank, failed and its parent, Southeast Banking Corp., filed for Chapter 7 Bankruptcy.  The suit was settled for a small percentage of the demand and for less than a fifth of the amount paid by other defendant professionals.

In re: Barney's, Inc.: Representation of Isetan as landlord of Barney's flagship stores

Client: Isetan Company Limited
Firm Role: Creditor's Counsel

Representation of Isetan as landlord of Barney's flagship stores; defense of challenge to true lease status of retail store leases.

In re: Barney's, Inc.: Representation of largest creditor of Barney's in negotiated plan of reorganization

Client: Isetan Company Limited
Firm Role: Creditor's Counsel

Representation of largest creditor of Barney's in negotiated plan of reorganization, producing a $500 million package of assets and rights, including elements of equity, debt, real estate ownership, trademark license and ownership in new joint venture entity.

In re: Global Orbit Siegel v. Royal Bank of Canada

Client: Royal Bank of Canada
Firm Role: Defendant's Counsel

We represent Royal Bank of Canada in connection with the defense of a fraudulent conveyance action.  The defense had to be coordinated with Canadian counsel since the debtors filed five reorganization cases, 2 in the U.S. and 3 in Canada.

In re: Cho Yang Shipping

Client: Bankruptcy Trustee of Cho Yang Shipping
Firm Role: Plaintiff’s Counsel

Prosecution of Bankruptcy Code §304 Ancillary Proceeding on behalf of Korean Bankruptcy trustee of major shipping line to protect U.S. assets of Korean bankruptcy estate.

In re: Stone & Webster Bankruptcy

Client: Stone & Webster, Incorporated

We have been designated Special Environmental Counsel to Stone & Webster in the U.S. Bankruptcy Court, defending against superficial claims filed against the debtor.

Interactive Digital Software Association v. International Data Group, Inc.

Client: International Data Group, Inc.
Firm Role: Defendant's Counsel

International Data Group, Inc. ("IDG") is one of world's leading technology, media and research companies. It publishes numerous books and magazines, and also organizes and manages conferences.

In this matter, IDG had been sued by another entity regarding IDG's sponsorship of a conference/trade show.  Plaintiff alleged that this sponsorship was a breach of a non-compete agreement and infringed plaintiff's trademark.

HHR successfully defended against plaintiff's motion for a preliminary injunction, which lead to the parties negotiating a settlement that permitted our client to engage in the sponsorship of these types of conferences/trade shows.

International Arbitration in Washington

Client: AAA International Centre
Firm Role: Arbitrator

Appointed as arbitrator in technology dispute between a U.S. technology company and a French chemical company in Washington under AAA International Rules.

International Bank of Miami v. Banco del Progresso S.A.

Client: Banco del Progresso S.A.
Firm Role: Defendant's Counsel

We achieved a victory for Banco del Progresso S.A., a failed Ecuadorian bank taken over by the Ecuadorian equivalent of the FDIC when the court dismissed an action by the International Bank of Miami seeking damages for our client's alleged failure to redeem a certificate of deposit and vacating an ex-parte writ of garnishment freezing Banco del Progresso's assets in the United States.

Internet Media Publishing, Inc. and Connecticut Newspapers Publishing Company v. Mougios

Client: Internet Media Publishing, Inc. and Connecticut Newspapers Publishing Company
Firm Role: Plaintiff’s Counsel

The Firm won a victory for Connecticut Post publishers Internet Media Publishing, Inc. and Connecticut Newspapers Publishing Company in a successful motion for preliminary injunction before the United States District Court in the district of Connecticut.  The complaint alleged that a newsletter publisher willfully adopted our clients’ trademarks, THE BRIDGEPORT POST and CONNECTICUT POST, to identify his news publication, and that the use constituted trademark infringement.  Recognizing the similarities between the trademarks and the two news publications, the Court held that our clients would likely prevail on the merits of their infringement claims and permanently enjoined the defendant from using both trademarks.

J. M. v. Armour Pharmaceutical Company, Inc.

Client: New York Blood Center, Inc.
Firm Role: Defendant's Counsel

The Firm won summary judgment for the New York Blood Center, Inc. based on the court's holding that New York's "Hemophilia Revival Act," which revived otherwise time-barred claims against certain defendants by people who contracted HIV through certain blood products, does not apply to not-for-profit institutions like the Blood Center.

James W. Giddens as Trustee in the $113 billion liquidation of Lehman Brothers, Inc.

Firm Role: Trustee's Counsel

We represent our partner James W. Giddens as Trustee in the $113 billion liquidation of Lehman Brothers Inc., the largest and most complex stock broker liquidation ever attempted and one of the largest insolvency proceedings of any kind in history.  The case involves 125,000 customer claims seeking $180 billion, along with general creditor claims that exceed $47 billion.  Hughes Hubbard has assisted and continues to assist Mr. Giddens with, among other things: (i) the historic transfer of more than 110,000 customer accounts aggregating $92.3 billion in the midst of the financial crisis; (ii) analyzing and where necessary litigating to decision all of the other 14,000 customer claims; (iii) marshalling billions of dollars of assets from the unwind of hundreds of complex financial transactions; (iv) obtaining (supported by the SEC and SIPC) Court approval to allocate estate property; (v) liaising with 76 other Lehman insolvency proceedings in 16 countries, including negotiations regarding the LBHI Chapter 11 plan and disclosure statement and successful, multi-billion dollar litigation in the UK with the LBIE Administration; and (vi) prosecuting a $6.5 billion trial against the purchaser of substantial Lehman assets.  Mr. Giddens currently administers an estate with assets of more than $20 billion.  Through all phases of the liquidation Hughes Hubbard has worked closely with the Securities Investor Protection Corporation, as well as with the United States Securities and Exchange Commission, the Federal Reserve Bank of New York, the Commodities Futures Trading Commission, and the Financial Industry Regulatory Authority.

Jaszai v. Christie's

Client: Christie's Inc.
Firm Role: Defendant's Counsel

Our art law experts received favorable decisions from the Appellate Division, First Department of the New York Supreme Court on behalf of Christie's. One concerned an allegation that Christie's had libeled the plaintiffs in the course of asking noted Swiss art dealer Ernst Beyeler about the plaintiff's credentials. In a decision The New York Law Journal published as its "Decision of the Day," the court held that the fax sent from Christie's to Beyeler was not defamatory and was constitutionally protected opinion, reversing the decision of the lower court.

Jay Panchel v. Credit Suisse First Boston

Client: Credit Suisse First Boston
Firm Role: Defendant's Counsel

Representation of CSFB in a national origin failure to hire claim before the New York State Division of Human Rights.

Jodi Burrows v. Credit Suisse First Boston

Client: Credit Suisse First Boston
Firm Role: Defendant's Counsel

Representation of CSFB in a mediation with a former employee pursuant to the company's alternative dispute resolution program regarding the employee's entitlement to certain bonus amounts.

KPMG LLP

Client: KPMG LLP

Advised KPMG in connection with various legislative and regulatory matters.

Kronfeld v. Trans World Airlines, et al.

Client: Trans World Airlines
Firm Role: Defendant's Counsel

Counsel for TWA and its parent corporation, TW Services, Inc., in federal class action securities fraud litigation.

L3 Communications Corp. v. NLX Corp., et al.

Client: L3 Communications Corporation
Firm Role: Plaintiff’s Counsel

We represented L3 Communications Corporation in an action alleging that NLX Corporation, one of L3's competitiors in the field of design and development of aircraft simulation and training technology, misappropriated trade secrets and proprietary information.  NLX counterclaimed, and we prevailed in dismissing the counterclaims.

Latin American Pharmaceutical Dispute

Client: Confidential Client
Firm Role: Claimant's Counsel

Our Paris office is acting as counsel to a major European pharmaceutical company in a $20 million ICC arbitration against another leading European group in a dispute about a pharmaceutical product license in Latin America.

Lehr Construction Arbitration

Client: Lehr Construction Corp.
Firm Role: Claimant's Counsel

Counsel to Lehr Construction Corp. in an arbitration in New York under AAA Construction rules involving a dispute about the build-out of retail space, and in two related legal proceedings in New York state court.

Licensing Arbitration

Client: Isetan Company Limited
Firm Role: Respondent's Counsel

We successfully represented Isetan Company Limited and Barneys Japan Company Limited in the defense of a complex AAA international arbitration brought by Barney’s Inc. and BNY Licensing Corp., in which claimants unsuccessfully sought to terminate a license given by claimants to respondents.

Liggett v. Affiliated, et. al.

Client: Hartford Insurance Company
Firm Role: Defendant's Counsel

Hughes Hubbard & Reed defeated the efforts of Liggett Group Inc., a manufacturer of tobacco products, to obtain coverage for more than 1,000 tobacco-related claims brought against Liggett over the past several decades. Originally, Liggett had instituted an action in Delaware Superior Court in January 2002 seeking a declaration that its insurers had a duty to indemnify it and reimburse its defense costs for scores of underlying tobacco-related actions. The parties eventually filed nine partial summary judgment motions on the duty to defend. In September 2001, the Superior Court ruled that the insurance policies at issue did not provide coverage for the selected underlying claims and that the insurers therefore did not have a duty to defend Liggett. Liggett appealed several of the Superior Court's rulings to the Delaware Supreme Court. On May 16, 2002, the Delaware Supreme Court affirmed the ruling of the Superior Court.
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Live Cattle from Canada

Client: Government of Canada
Firm Role: Defendant's Counsel

Case brought by U.S. cattle industry against Canada before the International Trade Commission and the Commerce Department alleging subsidies to Canadian cattle producers.

Media ICC Arbitration

Client: Confidential Client
Firm Role: Claimant's Counsel

We are representing a partnership in an ICC arbitration of a dispute arising out of a contract to carry a premium television channel in a European country. 

Metropolitan Life Insurance Co. v. The Travelers Indemnity Co., et. al.

Client: New England Insurance Co. and Twin City Fire Insurance Co.
Firm Role: Defendant's Counsel

Hughes Hubbard persuaded the New York County Supreme Court to grant summary judgment to our clients, New England Insurance Co. and Twin City Fire Insurance Co., in claims made by Metropolitan Life Insurance Company against its insurers totaling in excess of $1.5 billion of insurance coverage. MetLife sought coverage for underlying lawsuits alleging fraud in its sales of life insurance and financial products. More recently, our litigators succeeded in persuading the First Department of the Appellate Division to affirm the state supreme court's ruling.

Mickle v. Christie's

Client: Christie's Inc.
Firm Role: Defendant's Counsel

The case was brought by consignors who were disappointed when Christie's was forced to cancel a sale because the attribution of their painting to the prominent 19th century German-American artist Carl Wimar was rejected by experts on that artist. The decision in Mickle v. Christie's, 207 F.Supp.2d 237, reargument denied, 214 F.Supp.2d 430 (S.D.N.Y. 2002), addresses fundamental issues about the duties of art auction houses when faced with questions concerning the correct attribution of art works, as well as the enforceability of auction consignment agreements. Christie's was granted summary judgment dismissing the complaint; the plaintiffs are expected to appeal.  Christie's counterclaims remain pending.

Mussels from Canada

Client: Confederation Cove Mussels Co.
Firm Role: Defendant's Counsel

Case brought by U.S. industry against Canadian companies before the International Trade Commission and the Commerce Department alleging dumping by Canadian producers.

National Cable Television Association, et al. v. Broadcast Music Inc.

Client: Broadcast Music Inc.
Firm Role: Defendant's Counsel

Counsel for BMI in a copyright infringement/antitrust action against the NCTA and certain cable television programmers.

Nationwide Lawsuit

Client: Confidential Client
Firm Role: Defendant's Counsel

Defense of major pharmaceutical company in over a thousand drug product liability lawsuits alleging personal injury arising out of maternal ingestion of diethylstilbestrol (plus some now dismissed third-generation lawsuits).

Obtaining temporary injunctive relief for global investment bank against brokers for violation of the Computer Fraud and Abuse Act, breach of contract, misappropriation of trade secrets and breach of duty of loyalty.

Firm Role: Plaintiff’s Counsel

Obtaining temporary injunctive relief for global investment bank against brokers for violation of the Computer Fraud and Abuse Act, breach of contract, misappropriation of trade secrets and breach of duty of loyalty.

OFCCP Compliance Review

Client: MANUFACTURERS Bank
Firm Role: Defendant's Counsel

We represented Manufacturers Bank in compliance reviews by the Office of Federal Contract Compliance Programs.

On behalf of a college, we persuaded teh Equal Employment Opportunity Commission that a former disgruntled employee's discrimination claim based on race, age, disability and retaliation was withouth merit, prompting complete sismissal of the claim

Firm Role: Defendant's Counsel

On behalf of a college, we persuaded the Equal Employment Opportunity Commission that a former disgruntled employee’s discrimination claim based on race, age, disability and retaliation was without merit, prompting complete dismissal of the claim.

On behalf of natural gas utility, we successfully negotiated two collective bargaining agreements, one with a local of the International Brotherhood of Electrical Workers and the other with four locals of the Utility Workers Union of America. We also succ

Firm Role: Employer's Counsel

On behalf of natural gas utility, we successfully negotiated two collective bargaining agreements, one with a local of the International Brotherhood of Electrical Workers and the other with four locals of the Utility Workers Union of America. We also successfully resolved several union grievances against the utility by the same locals.

Orozco v. Sarah Lawrence College

Client: Sarah Lawrence College
Firm Role: Defendant's Counsel

On behalf of Sarah Lawrence College, we persuaded the Equal Employment Opportunity Commission that a former disgruntled employee's discrimination claim based on race, age, disability and retaliation was without merit, prompting complete dismissal of the claim.

Our Trade Secrets and Unfair Competition Group represented a global leader in the world of power generation in a trade secret action against one of its former vendors and a major competitor in the power industry. After we sought a TRO and a preliminary i

Firm Role: Defendant's Counsel

Our Trade Secrets and Unfair Competition Group represented a global leader in the world of power generation in a trade secret action against one of its former vendors and a major competitor in the power industry.  After we sought a TRO and a preliminary injunction on behalf of the company, the parties entered into a settlement favorable to our client.

PriceWaterhouse Coopers LLP

Client: PricewaterhouseCoopers LLP

Advised PwC in connection with various legislative, regulatory and risk management matters.

Prime Computer Syncsert

Client: Syncsert

Counsel in arbitration involving complex dispute under software license and development agreement.

Prince Adam Karol Czartorski-Borbon v. Turcotte

Client: Prince Adam Karol Czartorski-Borbon
Firm Role: Plaintiff’s Counsel

Replevin action brought by Bourbon prince for recovery of art looted by Nazis in Poland during the Second World War and later discovered at Sotheby’s in New York.

Profitness Physical Therapy Center v. Pro-Fit Orthopedic and Sports Physical Therapy, P.C.

Client: Pro-Fit Orthopedic and Sports Physical Therapy, P.C.
Firm Role: Defendant's Counsel

The Firm won a victory for our client in a successful motion for summary judgment before the Southern District of New York.  The complaint alleged that defendant Pro-Fit’s use of the name PRO-FIT ORTHOPEDIC AND SPORTS PHYSICAL THERAPY, P.C. constituted trademark infringement based on the plaintiff’s federal registration for the mark PROFITNESS & Design.  The parties had previously exchanged correspondence regarding the defendant’s use of a similar trade name, prompting defendant’s proposal to change its name to resolve the matter.  When the plaintiff failed to respond to this proposal, the defendant changed its name.  The plaintiff later renewed its objection when the defendant opened additional offices using the new name.  Recognizing that the plaintiff had acquiesced to the change in name through its inaction and rejecting the plaintiff’s theory that the “geographic expansion” of the defendant excused its acquiescence, the Court dismissed the action against Pro-Fit.

Purchase Price Adjustment ICC Arbitration

Client: Confidential Client
Firm Role: Claimant's Counsel

We represent a large French multinational as claimant in an ICC arbitration, involving $80 million, against a German purchaser of a substantial business sector, involving a dispute as to purchase price adjustments, warranties and other contractual clauses under French law.

Quill v. Vacco 521 U.S. 793

Client: Timothy Quill; Compassion In Dying
Firm Role: Defendant's Counsel

The Firm successfully represented four terminally ill patients and three physicians in pro bono federal litigation that went to the United States Supreme Court.  The decision addresses the constitutional rights of terminally ill patients to seek aid in dying from their doctors.

Ravenna v. Christie's

Client: Christie's Inc.
Firm Role: Defendant's Counsel

The plaintiff claimed Christie's had acted negligently when it gave a preliminary estimation of the auction value of a 17th century Italian painting based on a photograph of the painting.  The plaintiff had sold the painting for $40,000 to a South American art dealer who then consigned the painting to Christie's for auction.  Christie's then identified the painting as a lost masterpiece by Ludovico Carracci and sold it for more than $5 million to the Metropolitan Museum of Art.  The Appellate Division ruled that Christie's owned no "duty of care" to a walk-in inquiry.

Re: Kent Terminal, Brooklyn (FGH Reality Credit Corp.)

Firm Role: Defendant's Counsel

We worked with the client to secure the environmental clearance from the local environmental authorities at the Brownfield Site in Brooklyn, NY that parted the way for the sale of the parcel.

Represenation of Mandalay Resort Group in connection with development of $950 million Mandalay Bay Reort Hotel and Casino in Las Vegas, Nevada.

Financing, retail and entertainment matters in connection with development of $950 million Mandalay Bay Resort Hotel and Casino in Las Vegas, Nevada.  Retail matters included conventional leases to restaurants and other retail operators and joint ventures between Mandalay and restaurant and nightclub operators such as China Grill and House of Blues.  Entertainment matters included negotiation of co-production agreements between Mandalay and theatrical producers for presentation of Broadway theatrical productions.

Represent Export-Import Bank of the United States in connection with a $158 million direct loan for SES S.A.

Hughes Hubbard represented the Export-Import Bank of the United States in connection with a $158 million direct loan for SES S.A. to support the export of a Ku-band broadcast satellite by Space Systems/Loral.  The loan was fully guaranteed by SES Global.

Represent Nippon Expressway Company Limited West in the establishment of its first U.S. subsidiary

Hughes Hubbard is representing Nippon Expressway Company Limited West ("NEXCO-WEST"), an arm of the Japanese Highway Authority, in the establishment of its first U.S. subsidiary.  The subsidiary will introduce a sophisticated bridge and roadway inspection system to the U.S.  The firm assisted NEXCO-WEST in registering the subsidiary in Delaware and obtaining necessary licenses in Washington, D.C., Maryland and Florida.

Representation in connection with the issuance of promissory notes of The Royal Bank of Trinidad and Tobago

Client: ING Bank N.V.
Firm Role: Arranger's Counsel

Hughes Hubbard represented ING Bank N.V. and HSH Nordbank AG, as arrangers, in the issuance of over US$200 million of promissory notes of The Royal Bank of Trinidad and Tobago.

Representation Mizkan Americas, Inc. in acquiring the assets of the Specialty Food Division of Imperial Brands, Inc. (a subsidiary of Belvedere S.A.)

Firm Role: Buyer's Counsel

Hughes Hubbard represented Mizkan Americas, Inc. in acquiring the assets of the Specialty Food Division of Imperial Brands, Inc. (a subsidiary of Belvedere S.A), including plants in Lake Alfred, Florida and Shively, Kentucky.

Representation of 101 Main Street Limited Liability Company in connection with a Rule 144A private placement of first mortgage notes

Client: 101 Main Street Limited Liability Company
Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented 101 Main Street Limited Liability Company in connection with a Rule 144A private placement of first mortgage notes.

Representation of a bank in numerous mortgage loans

Client: Confidential Client
Firm Role: Lender's Counsel

We represented the U.S. subsidiary of a Japanese bank in numerous mortgage loans, including new conventional mini-perm loans and restructurings or refinancings of existing loans.

Representation of a Brazilian investment group in an International Chamber of Commerce arbitration in Rio de Janeiro with a multinational fruit producer

Client: Confidential Client
Firm Role: Arbitrator

Hughes Hubbard & Reed represented a Brazilian investment group in an International Chamber of Commerce arbitration in Rio de Janeiro with a multinational fruit producer.

Representation of a Brazilian start-up airline in connection with an initial investment by a group of American and Brazilian investment firms

Firm Role: Seller's Counsel

Hughes Hubbard represented a Brazilian start-up airline in connection with an initial investment by a group of American and Brazilian investment firms and the financing and the financing of over five Embraer aircraft.

Representation of a college in representation proceedings before the National Labor Relations Board and an organizing campaign by the United Auto Workers.

Firm Role: Employer's Counsel

Representation of a college in representation proceedings before the National Labor Relations Board and an organizing campaign by the United Auto Workers.

Representation of a commercial bank in compliance reviews by the Office of Federal Contract Compliance Programs.

Firm Role: Defendant's Counsel

Representation of a commercial bank in compliance reviews by the Office of Federal Contract Compliance Programs.

Representation of a consortium of five banks that served as joint lead arrangers of the largest credit facility for a Brazilian group as of June 2006

Firm Role: Lender's Counsel

Hughes Hubbard represented a consortium of five banks – ABN AMRO, Citibank, BNP Paribas, BBVA and Santander – that served as joint lead arrangers of a $1.2 billion structured trade credit facility for the Votorantim Group, the Brazilian industrial giant. At the time it closed in June 2006, this was the largest credit facility arranged for a Brazilian group.  A portion of the facility was secured by export receivables and was used to refinance existing debt of various operating companies in the Votorantim Group. Another portion of the facility was unsecured and was used as working capital for general corporate purposes. Votorantim is a $17 billion-a-year company that produces cement, zinc, paper pulp and steel, among other things.

Representation of a family investment company in connection with the acquisition of a chain of nine discount furniture stores

Client: Confidential Client
Firm Role: Investor's Counsel

Hughes Hubbard represented a family investment company in connection with the acquisition of a chain of nine discount furniture stores across the United States and the ongoing leasing program for the expansion of the chain.

Representation of a global financial services firm by former officer who was involved in a group defection to a competitor. Plaintiff asserted claims to recover certain compensation forfeited under terms of plans, and the company counterclaimed for breac

Firm Role: Plaintiff’s Counsel

Representation of a global financial services firm by former officer who was involved in a group defection to a competitor.  Plaintiff asserted claims to recover certain compensation forfeited under terms of plans, and the company counterclaimed for breach of fiduciary duty, tortious interference, unfair competition, conversion and related torts.

Representation of a global investment bank in a mediation with a former employee pursuant to the company's alternative dispute resolution program regarding the employee's entitlement to certain bonus amounts.

Firm Role: Defendant's Counsel

Representation of a global investment bank in a mediation with a former employee pursuant to the company's alternative dispute resolution program regarding the employee's entitlement to certain bonus amounts.

Representation of a group of private investors in the purchase of the magazine from Canwest Global Communications Corp.

Firm Role: Buyer's Counsel

Hughes Hubbard represented a group of private investors, including The New Republic’s longtime editor-in-chief Martin Peretz and investment banker Laurence Grafstein, former head of the media group at Lazard, in the purchase of the magazine from Canwest Global Communications Corp. Winnipeg, Manitoba-based Canwest originally took a 30% stake in The New Republic in January 2006 and bought the remaining shares in February 2007 from Peretz and others.

Representation of a Latin American government in drafting new anti-dumping and countervailing duty legislation in compliance with World Trade Organization requirements

Client: Confidential Client
Firm Role: Government Counsel

Hughes Hubbard & Reed represented a Latin American government in drafting new anti-dumping and countervailing duty legislation in compliance with World Trade Organization requirements.

Representation of a Latin American steel producer in reviewing anti-dumping and other customs laws as applied to its imports into the United States

Client: Confidential Client
Firm Role: Company Counsel

Hughes Hubbard & Reed represented a Latin American steel producer in reviewing anti-dumping and other customs laws as applied to its imports into the United States.

Representation of a leading manufacturer and supplier of signaling products in a disability discrimination action in federal court, with summary judgment obtained.

Firm Role: Defendant's Counsel

Representation of a leading manufacturer and supplier of signaling products in a disability discrimination action in federal court, with summary judgment obtained.

Representation of a leading United States chemical company in an International Chamber of Commerce arbitration seeking to prevent a major Spanish company from breaching provisions of technology contracts

Client: Confidential Client
Firm Role: Arbitrator

Hughes Hubbard & Reed represented a leading United States chemical company in an International Chamber of Commerce arbitration seeking to prevent a major Spanish company from breaching provisions of technology contracts by asserting a claim under European competition law.

Representation of a leading United States pharmaceutical company in a dispute with a Colombian company regarding termination of distribution and license agreements

Client: Confidential Client
Firm Role: Arbitrator

Hughes Hubbard & Reed represented a leading United States pharmaceutical company in a dispute with a Colombian company regarding termination of distribution and license agreements, conducted at the International Chamber of Commerce in New Jersey and the Bogota Chamber of Commerce.

Representation of a major defense contractor in an age discrimination and False Claims Act lawsuit in federal court, with summary judgment obtained.

Firm Role: Defendant's Counsel

Representation of a major defense contractor in an age discrimination and False Claims Act lawsuit in federal court, with summary judgment obtained.

Representation of a major French company in connection with its global leveraged employee stock purchase plan

Client: Confidential Client
Firm Role: Company Counsel

We assisted a French company in structuring its global leveraged employee stock purchase plan to accommodate U.S. securities and tax laws.  The design we structured allows the employee to defer tax on the bargain purchase of the stock until the end of a mandatory global plan 5-year holding period, at which time the employee can sell the stock in order to pay the tax.

Representation of a major Japanese pharmaceutial company in connection with agreements with contract research

Representation of a major Japanese pharmaceutical company, Teijin America, Inc., in connection with agreements with contract research organizations ("CROs") for the conduct of clinical trials and advice on contractual and regulatory issues.

Representation of a major Japanese pharmaceutical company in the structuring of a joint venture with E.I. duPont de Nemours & Co.

Representation of a major Japanese pharmaceutical company, Teijin America, Inc., in the structuring of a joint venture with E.I. du Pont de Nemours & Co.

Representation of a NASDAQ-listed U.S. biotechnology company on aspects of its purchase of a French laboratory

Client: Confidential Client
Firm Role: Company Counsel

Our Paris attorneys advised a NASDAQ-listed U.S. biotechnology company on aspects of its purchase of a French laboratory.

Representation of a Native American casino in its $16 million purchase of video gaming machines

Firm Role: Company Counsel

Hughes Hubbard represented a Native American casino in the purchase of over $16 million in video gaming terminals and related licensed intellectual property.

Representation of a Special Committee of the Board of Delco Remy in a going private merger

Client: Delco Remy International, Inc.
Firm Role: Special Committee Counsel

For a special committee of the Board of Directors of Delco Remy International, Inc., we negotiated a going private merger.

Representation of a special committee of the board of directors of MusicNet Inc. in connection with the sale of MusicNet

Client: MusicNet Inc.
Firm Role: Special Committee Counsel

Hughes Hubbard represented a special committee of the board of directors of MusicNet Inc. in the sale of MusicNet to New York private equity firm Baker Capital through a merger of MusicNet and a subsidiary of Baker Capital. Shareholders in MusicNet included Seattle digital technology company RealNetworks Inc., Time Warner Inc., Bertelsmann AG, EMI Group and Sony Music Entertainment. RealNetworks created MusicNet in 1999.

Representation of a special committee of the board of Electronic Retailing Systems International in a going private merger

Firm Role: Special Committee Counsel

For a special committee of the Board of Directors of Electronic Retailing Systems International, Inc., we negotiated a going private merger.

Representation of a Special Committee of the Board of Net2Phone in a sale of control transaction

Firm Role: Special Committee Counsel

We represented a special committee of disinterested directors of Net2Phone, Inc., the leading provider of Internet telephony, in the acquisition of a controlling investment by an AT&T-led consortium.

Representation of a subsidiary of client Cenveo, Inc. in its acquisition of Clixx Direct Marketing Services Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Cenveo McLaren Morris & Todd Company, a subsidiary of client Cenveo, Inc., in connection with its acquisition of the assets of Clixx Direct Marketing Services Inc. Clixx is a direct mail, data management, variable imaging and fulfillment services company. Cenveo, Inc. is a large diversified printing company.

Representation of a tribal entity formed to pursue off-reservation gaming opportunities.

Firm Role: Company Counsel

Representation of a tribal entity formed to pursue off-reservation gaming opportunities.

Representation of a world-class specialty chemicals and advanced materials company in its acquisition of a clay additives businesses. Clay additives are materials used in the coatings, ink and personal care industries to improve the flow properties of fi

Firm Role: Buyer's Counsel

Representation of a world-class specialty chemicals and advanced materials company in its acquisition of a clay additives businesses.  Clay additives are materials used in the coatings, ink and personal care industries to improve the flow properties of finished products.  Among the assets acquired by the company will be the technology used for certain thickening agents and production facilities in Germany and Kentucky.

Representation of Accounting Firm in negotiation of engagements with Indian nations.

Firm Role: Company Counsel

Representation of Accounting Firm  in negotiation of engagements with Indian nations.

Representation of Advanced Marketing Services, Inc. in the acquisition of Publishers Group West

Client: Advanced Marketing Services, Inc.
Firm Role: Buyer's Counsel

The Firm represented Advanced Marketing Services, Inc. (AMS) in the acquisition of Publishers Group West (PGW), the largest independent distributor of books in the United States.  Certain publishing operations, and all of the Canadian distribution operations, of PGW were divested immediately prior to the acquisition of PGW by AMS.  The Firm also negotiated the two divestitures on behalf of AMS.  The acquisition of PGW was a major strategic initiative by AMS to broaden its book distribution business and was featured prominently in an exclusive article in The New York Times on the day it was announced.

Representation of Advantis Technologies, Inc. in its sale of a division

Client: Advantis Technologies, Inc.
Firm Role: Seller's Counsel

The Firm represented Advantis Technologies, Inc. in its sale of substantially all of the assets of one of its divisions, Blue Devil Industries, a manufacturer of pool products and accessories, to Valterra Products, Inc.

Representation of Advantis Technologies, Inc., a subsidiary of Rockwood Holdings, Inc., in the sale of its pool and spa treatment chemicals and water treatment chemicals to Arch Chemicals, Inc.

Firm Role: Seller's Counsel

Hughes Hubbard represented Advantis Technologies, Inc., a subsidiary of Rockwood Holdings, Inc., in the sale of its pool and spa treatment chemicals and water treatment chemicals business to Arch Chemicals, Inc. Advantis’s pool and spa division produces pool and spa water care products while the surface water division manufactures a range of products for controlling algae in lakes, ponds, etc. Rockwood Holdings is a global specialty chemicals company. Arch is a global Biocides company.

Representation of all underwriters, including Merrill Lynch, Pierce, Fenner & Smith, Inc. and Wachovia Capital Markets, LLC, as lead managing underwriters, in a $750 million public offering by Viacom, Inc. of senior notes

Firm Role: Underwriter's Counsel

Hughes Hubbard represented all underwriters, including Merrill Lynch, Pierce, Fenner & Smith, Inc. and Wachovia Capital Markets, LLC, as lead managing underwriters, in a $750 million public offering by Viacom, Inc. of senior notes. The co-managing underwriters were Citigroup Global Markets Inc., Morgan Stanley & Co. Inc. and UBS Securities LLC. The 6.85% senior notes are unsecured and investment grade and were sold principally to retail (rather than institutional) investors. They will be listed to trade on the NYSE. This was the first public offering by either CBS Corp. or Viacom, Inc. since the two companies were separated at the end of 2005. The offering was done through the filing of an automatic shelf-registration statement and an initial take-down.

Representation of Alliance Gaming Corporation in connection with a Rule 144A private placement and subsequent public registration of convertible debentures

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Alliance Gaming Corporation (formerly United Gaming, Inc.) in connection with a Rule 144A private placement and subsequent public registration of convertible debentures.

Representation of ALM Turbine in connection with its worldwide patent prosecution program

Client: ALM Turbine
Firm Role: Company Counsel

Our patent attorneys handled ALM Turbine’s intellectual property matters, including its worldwide patent prosecution program involving several dozen patent applications and a number of issued patents on new combustor designs for Low NOx Combustion Systems.

Representation of Almacenes Exito, S.A., the largest retailer in Colombia, in connection with its acquistion of Colombia's number two retailer, Carulla Vivero, S.A. in Latin Finance magazine's 2006 "Deal of the Year"

Firm Role: Buyer's Counsel

Hughes Hubbard represented Almacenes Exito, S.A., the largest retailer in Colombia, in connection with its acquisition of a controlling interest in Colombia’s number two retailer, Carulla Vivero S.A., from Newbridge Andean Partners, L.P. (a private equity fund managed by ACON Investments LLC) and Carulla’s founding family shareholders. Together, Carulla and Exito will operate more than 260 retail outlets, including supermarkets, supercenters, hypermarkets, warehouse clubs and convenience stores throughout Colombia, with combined revenue of more than USD $2.4 billion.  This $700 million purchase was named 2006 "Deal of the Year" by Latin Finance magazine in the Domestic M&A category.

Representation of Alstom as acquirer of assets in the Calpine chapter 11 case

Hughes Hubbard represented Alstom as acquirer of assets in the Calpine chapter 11 case.

Representation of ALSTOM in connection with a three-tier securitization structure

Client: ALSTOM
Firm Role: Borrower's Counsel

The Firm advised ALSTOM Power in connection with a receivables securitization transaction in which the receivables of ALSTOM Power and its subsidiaries were sold to a Bank One commercial paper conduit in a three-tier securitization structure.

Representation of ALSTOM in connection with ALSTOM's refurbishment of AEM-7 locomotives for Amtrak's Northeast Corridor

Firm Role: Vendor's Counsel

We negotiated, on behalf of ALSTOM Transportation, Inc., its vendor financing commitment to Amtrak and the follow-on third-party support arrangements in respect of ALSTOM's refurbishment of AEM-7 locomotives for Amtrak's Northeast Corridor and for ALSTOM's supply to Amtrak of Surfliner railcars for Amtrak's San Diegan line.

Representation of ALSTOM in connection with contracts for various domestic power plants

Firm Role: Contractor's Counsel

The Firm represented ALSTOM Power Inc. as construction contractor in connection with the negotiation of contracts for various domestic power plants.

Representation of ALSTOM in connection with the sale of its worldwide transmission and distribution activities

Client: ALSTOM
Firm Role: Seller's Counsel

Hughes Hubbard & Reed acted as special U.S. counsel to ALSTOM in connection with the sale of its worldwide transmission and distribution activities to Areva for approximately e950 million.

Representation of ALSTOM in the disposition of its worldwide electrical contracting sector

Client: ALSTOM
Firm Role: Seller's Counsel

In one of the largest buyouts in Europe to date, Hughes Hubbard represented ALSTOM, a global specialist in energy and transport infrastructure, in the disposition of its worldwide electrical contracting sector through a management buy-out backed by CDC Equity Capital and Charterhouse General Partner Ltd. for a sales price of e756 million, as well as in its disposition of its Waste-to-Energy business.

Representation of ALSTOM in the purchase of ABB's interest in their joint venture, ABB ALSTOM Power

Client: ALSTOM
Firm Role: Buyer's Counsel

We assisted ALSTOM in its 1.25 billion Euro purchase of the 50% stake held by its partner, ABB, in the two companies' power-generation joint venture, ABB ALSTOM Power.

Representation of ALSTOM in the sale of its heavy duty gas turbine business to General Electric for $900 million

Client: ALSTOM
Firm Role: Seller's Counsel

Hughes Hubbard represented ALSTOM in the sale of its heavy duty gas turbine business to General Electric for $900 million.

Representation of ALSTOM Power Inc. in the sale of its power conversion unit

Client: Alstom Power, Inc.
Firm Role: Seller's Counsel

Hughes Hubbard acted as U.S. counsel to ALSTOM Power Inc. in the global sale by ALSTOM of its power conversion unit.

Representation of ALSTOM Power, Inc. in the sale of ALSTOM Holdings' turbines businesses

Client: Alstom Power, Inc.
Firm Role: Seller's Counsel

Hughes Hubbard represented ALSTOM Power, Inc. in the sale of ALSTOM Holdings' medium industrial gas turbines, industrial steam turbines and small gas turbines businesses to Demag Delaval Industrial Turbomachinery, N.V.

Representation of ALSTOM Transportation Inc. in joint venture worth up to $2.3 billion

Firm Role: Joint Venture Partner's Counsel

The Firm represented ALSTOM Transportation Inc. in the formation of a joint venture with Kawasaki Rail Car, Inc. for the performance of a contract with the New York City Transit Authority to build rail cars for the New York subway system.  The contract provides for the sale of from $1 billion up to $2.3 billion of rail cars.  This was the largest public transportation subway contract awarded at the time.

Representation of ALSTOM USA in its acquisition of Bitronics

Client: ALSTOM
Firm Role: Buyer's Counsel

We represented ALSTOM USA, Inc. in its acquisition of Bitronics, Inc.  ALSTOM USA is the American arm of ALSTOM, the global specialist in energy and transportation infrastructure; Bitronics is a Pennsylvania-based manufacturer of electrical measuring devices.

Representation of American Banknote Corporation in the sale of its merchant services processing business

Client: American Banknote Corporation
Firm Role: Seller's Counsel

Our attorneys represented American Banknote Corporation in its sale of various assets associated with its merchant services processing business.  We represented a number of clients in the purchase and sale of credit card portfolios.

Representation of American Standard in an asset purchase

Client: American Standard Companies Inc.
Firm Role: Buyer's Counsel

We represented American Standard Companies Inc. in an asset purchase from a franchisee of the company's Trane air conditioning division.

Representation of Ameristar Casinos, Inc. in a $2+ billion unsolicited bid for Aztar Corporation as part of a multi-party bidding contest

Firm Role: Bidder's Counsel

Hughes Hubbard & Reed represented Ameristar Casinos, Inc. in its efforts to acquire Aztar Corporation. Ameristar owns and operates casinos in Colorado, Iowa, Mississippi, Missouri and Nevada. Aztar owns and operates the Tropicana Casinos in Las Vegas and Atlantic City, as well as additional casinos in Indiana and Missouri. On March 13, 2006, Aztar had entered into an agreement with Pinnacle Entertainment, Inc. to be acquired at a price of $38/share or approximately $2.1 billion (including the assumption of debt). Over the next two months, Aztar received numerous bids from Colony Capital LLC, Columbia Sussex Corporation and Ameristar. Hughes Hubbard guided Ameristar through the negotiation and documentation of its all cash bids at $42/share, $45/share and $47/share. Ameristar withdrew from the bidding at $47/share ($2.6 billion). Following subsequent bidding by Columbia Sussex and Pinnacle, on May 19, 2006 Aztar terminated its agreement with Pinnacle and entered into an agreement to be acquired by Columbia Sussex at $54/share ($2.75 billion).

Representation of Ameristar Casinos, Inc. in its initial public offering

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Ameristar Casinos, Inc. in the initial public offering of its common stock.

Representation of an affiliate of Patriarch Partners in acquiring a significant equity interest in Beverage Marketing USA

Client: Patriarch Partners
Firm Role: Buyer's Counsel

Hughes Hubbard represented an affiliate of Patriarch Partners in acquiring a significant equity interest in Beverage Marketing USA, best known for its AriZona Iced Tea, and its affiliates.

Representation of an American-based medical products company in its acquisition of a majority interest in FSK

Client: Confidential Client
Firm Role: Buyer's Counsel

The Firm represented an American-based medical products company in its acquisition of a majority interest in FSK, a French distributor.

Representation of an association of over 40 newspapers across the country that develops newspaper advertising as a substitute for electronic media in a disability discrimination/wrongful termination lawsuit in California State Court, with summary judgment

Firm Role: Defendant's Counsel

Representation of an association of over 40 newspapers across the country that develops newspaper advertising as a substitute for electronic media in a disability discrimination/wrongful termination lawsuit in California State Court, with summary judgment obtained.

Representation of an Indian nation in negotiations involving a gaming technology joint venture

Firm Role: Joint Venture Partner's Counsel

Representation of an Indian nation in negotiations involving a gaming technology joint venture.

Representation of an international investment bank in FLSA overtime cases.

Firm Role: Defendant's Counsel

Representation of an international investment bank in FLSA overtime cases.

Representation of Ann Taylor and The Gap in leases on Indian land

Firm Role: Lessee's Counsel

We represented Ann Taylor and The Gap with respect to Native American-related issues in connection with their retail subleases at the Seattle Premium Outlets on the Tulalip Reservation in the State of Washington.

Representation of Anystream in connection with the licensing of software and technology for media encoding platform

Client: Anystream Incorporated
Firm Role: Licensor's Counsel

We represented Anystream Incorporated in connection with the licensing of media encoding platform software or software technology to Weather.com, Federal Express, BBC, CNN, British Telecom, Digital Island and others.  We assisted Anystream with a patent license for MPEG-3 audio compression technology and negotiating a software reseller agreement with EMC Corporation.

Representation of Anystream in raising capital and strategic partnership transactions

Client: Anystream Incorporated
Firm Role: Issuer's Counsel

We represented Anystream, a software development company, in the sale of equity to and formation of strategic partnerships with various venture capital investors.

Representation of Anystream, Inc. in venture capital financings and strategic partnership transactions

Client: Anystream Incorporated
Firm Role: Company Counsel

We represented Anystream, a software development company, in venture capital financings and in the formation of strategic partnerships with various venture capital investors.

Representation of Arax Co., Ltd. in licensing transactions

Firm Role: Licensee's Counsel

Hughes Hubbard represented Arax Co., Ltd., a Japanese pharmaceutical company, in licensing transactions with large U.S. pharmaceutical firms.

Representation of Arax Co.,Ltd, in licensing transactions with large U.S. pharmaceutical firms.

Client: Arax Co., Ltd.

Hughes Hubbard represented Arax Co.,Ltd, in licensing transactions with large U.S. pharmaceutical firms.

Representation of Arco Bodegas Unidas in establishing the direct distribution of its Spanish and Argentine wines in the United States

Client: Arco Bodegas Unidas
Firm Role: Company Counsel

Hughes Hubbard & Reed represented Arco Bodegas Unidas in establishing the direct distribution of its Spanish and Argentine wines in the United States.

Representation of ARCO in the sale of its interest in ARCO Chemical Company

Client: Atlantic Richfield Company (ARCO)
Firm Role: Seller's Counsel

We represented Atlantic Richfield Company (ARCO) in the sale of its 82.1% interest in ARCO Chemical Company to Lyondell Petrochemical Company.  Lyondell acquired the entire company in a $5.6 billion cash tender offer and merger.

Representation of Arcor S.A. in the protection of its intellectual property rights in the United States and in trademark infringement litigation

Client: Arcor S.A.
Firm Role: Plaintiff’s Counsel

Hughes Hubbard & Reed represented Arcor S.A., an Argentine confectioner, in the protection of its intellectual property rights in the United States and in trademark infringement litigation.

Representation of Argentine company Carlos Casado S.A. in launching its over-the-counter American Depositary Receipts program

Firm Role: Issuer's Counsel

Hughes Hubbard represented Argentine company Carlos Casado S.A. in launching its over-the-counter American Depositary Receipts program.  The program allows U.S. investors to purchase shares of the company in over-the-counter electronic markets in New York through The Bank of New York Mellon serving as the depositary bank.    Carlos Casado S.A. is an Argentina-based company primarily engaged in real estate, farming and agriculture.

Representation of Arik Air International, a Nigeria-based airline, in establishing operations in New York for direct flights from the U.S. to Nigeria

Firm Role: Company Counsel

Hughes Hubbard represented Arik Air International, a Nigeria-based airline, in establishing operations in New York for direct flights from the U.S. to Nigeria.  We continue to advise Arik on corporate, employment and tax issues, among others, related to the new route.   Arik Air was founded in 2002 by Nigerian businessman Sir Arumemi-Ikhide. The airline also flies to various destinations in West Africa; Johannesburg, South Africa and London.

Representation of Arvin Meritor in the partial sale of GMD

Client: Arvin Meritor
Firm Role: Seller's Counsel

The Firm represented Arvin Meritor, a leading manufacturer of automotive systems, in the partial sale to GMD of an ongoing business and the negotiation of a lease for the renting of a plant to be built in Sully, France.

Representation of BAC-Credomatic Holding Co. Ltd. in its sale of 25.01% of BAC-Credomatic GECF, Inc. to a wholly owned subsidiary of General Electric Company

Firm Role: Seller's Counsel

Hughes Hubbard represented BAC-Credomatic Holding Co. Ltd. in the sale of its remaining 25 percent interest in BAC-Credomatic GECF, Inc. ("BAC"), a jointly owned subsidiary of General Electric Company ("GE").  BAC was sold in its entirety to Grupo Aval of Colombia through a two-step process in which, first, GE purchased BAC Holding's 25 percent interest in BAC to increase GE's ownership in BAC to 100 percent, and second, immediately thereafter GE sold all of its shares in BAC to Grupo Aval.

BAC, popularly known as Grupo BAC/Credomatic, is one of the largest and best-known financial conglomerates in Central America and owner of BAC International Bank and Credomatic International Corp.  Grupo BAC/Credomatic has operations in Costa Rica, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, the Cayman Islands and the Bahamas.  BAC International Bank has assets of approximately $7.5 billion.

Representation of Banc of America Securities LLC and Citigroup Global Markets Inc. in a $750 million public offering of Viacom debt securities

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Banc of America Securities LLC and Citigroup Global Markets Inc. as co-book-running managers in a $750 million public offering of Viacom securities comprised of $300 million 4.625% senior notes due 2018 and $450 million 5.50% senior debentures due 2033.  The securities were listed on the Luxembourg Stock Exchange.

Representation of Banc of America Securities LLC in an offering of $150 million of senior notes by the Chumash Casino and Resort Enterprise

Firm Role: Underwriter's Counsel

In a high yield debt financing made possible by a newly enacted regulation of the California Gambling Control Commission, Hughes Hubbard & Reed represented Banc of America Securities LLC in an offering of $150 million of senior notes by the Chumash Casino and Resort Enterprise.  The proceeds of the offering are being used in connection with the construction of a new casino, hotel and expanded parking on behalf of the Santa Ynez Band of Mission Indians on their reservation in Santa Ynez, California.  As reported in the Santa Barbara News Press, this was the first offering of debt securities by a California tribe under Rule 144A and CGCC-2.  Previously, tribes had generally been limited to self financing or bank or municipal financing to develop gaming facilities in California.  The financing was facilitated by the adoption of CGCC-2 by the California Gambling Control Commission.  The regulation simplified the licensing and registration process for certain large institutional investors in both the initial distribution of securities and in secondary trading.

Representation of Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS investment Bank as lead underwriters in CBS Corp.'s $250 million offering of 8.875% senior notes

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Investment Bank as lead underwriters in CBS Corp.’s $250 million offering of 8.875% senior notes.

Representation of Banc of America Securities LLC, Merrill Lynch & Co., J.P. Morgan Securities Inc. and Wells Fargo Securities as lead underwriters in Viacom Inc.'s $550 million offering of senior notes

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Banc of America Securities LLC, Merrill Lynch & Co., J.P. Morgan Securities Inc. and Wells Fargo Securities as lead underwriters in Viacom Inc.’s $550 million offering of senior notes. Under the deal, Viacom issued $250 million of 4.250% senior notes and $300 million of 5.625% senior notes.

Representation of Banco Central del Paraguay in the prosecution of actions to recover funds misappropriated from Paraguayan banks in liquidation and improperly diverted from offshore accounts

Firm Role: Plaintiff’s Counsel

Hughes Hubbard & Reed represented Banco Central del Paraguay in the prosecution of actions to recover funds misappropriated from Paraguayan banks in liquidation and improperly diverted from offshore accounts.

Representation of Banco del Progreso in a breach of contract action filed by a United States bank and in recovering misappropriated funds

Client: Banco del Progreso
Firm Role: Defendant's Counsel

Hughes Hubbard & Reed represented Banco del Progreso, after being taken over by the deposit insurance agency of Ecuador, in a breach of contract action filed by a United States bank and in recovering misappropriated funds.

Representation of Banco Itaú BBA S.A. in connection with a $100 million syndicated loan facility to a large Brazilian sugar and ethanol producer

Firm Role: Lender's Counsel

Hughes Hubbard represented Banco Itaú BBA S.A., Brazil’s largest wholesale bank, as arranger, administrative agent and lender, in connection with a five-year $100 million syndicated loan facility to a large Brazilian sugar and ethanol producer.

Representation of Banco Itaú in a credit enhanced commercial paper program

Client: Banco Itaú S.A.
Firm Role: Bank Counsel

The Firm represented Banco Itaú S.A., as letter of credit participant, in a credit enhanced commercial paper program of Compania Siderúgica Nacional as borrower, in a multi-tranche syndicated credit facility involving a syndicate of 28 banks.

Representation of Banco Itaú in a series of total rate of return swap transactions

Client: Banco Itaú S.A.
Firm Role: Bank Counsel

The Firm represented Banco Itaú S.A. in a series of total rate of return swap transactions on Brazilian government bonds for the purpose of creating a synthetic ownership in the underlying government bonds. 

Representation of Banco Itaú in derivative securities transactions relating to AOLA

Client: Banco Itaú S.A.
Firm Role: Bank Counsel

We represented Banco Itaú S.A. in derivative securities transactions relating to approximately 32 million shares of America On-Line Latin America (AOLA).  

Representation of Banco Itaú in its general derivatives activities

Client: Banco Itaú S.A.
Firm Role: Bank Counsel

The Firm represented Banco Itaú S.A. in its general derivatives activities, including negotiation and drafting of master agreements and credit support documents for entire dealer derivatives portfolio, negotiation of transaction confirmations for various products, and structuring cross-border tax-advantaged derivative transactions.

Representation of Banco Itaú S.A. in a US$250 million securitization

Firm Role: Agent's Counsel

Hughes Hubbard represented Banco Itaú S.A. on a US$250 million securitization.  Latin Lawyer reported that the Brazilian Diversified Payment Rights Finance Company issued the US$250 million Floating Rate Series 2002 Notes which will be secured by certain assets originated by Banco Itaú, consisting primarily of the bank's right and interest in, to and under US dollar denominated payment orders received or to be received by Banco Itaú. 

Representation of Banco Itaú S.A. in various derivatives transactions

Client: Banco Itaú S.A.
Firm Role: Borrower's Counsel

Hughes Hubbard & Reed LLP represented Banco Itaú S.A. in various derivatives transactions, including ISDA and ISMA master agreements, and in its securitization of electronic remittances; as borrower of a standby liquidity loan facility; and as lender in an Eximbank-guaranteed trade finance loan facility for Petroflex S.A.

Representation of Banco Popular del Ecuador in the defense of a RICO action

Client: Banco Popular del Ecuador
Firm Role: Defendant's Counsel

Hughes Hubbard & Reed represented Banco Popular del Ecuador in the defense of a RICO action based upon the alleged misappropriation of taxes and customs duties.

Representation of Banco Santander Central Hispano S.A. in connection with a $190 million letter of credit enhanced US commercial paper program for Banco Bradesco S.A.

Firm Role: Bank Counsel

Hughes Hubbard represented Banco Santander Central Hispano S.A., New York branch, as letter of credit bank, and ABN Amro Bank N.V., as administrative agent, in a US$190 million letter of credit enhanced United States commercial paper program on behalf of Banco Bradesco S.A., Grand Cayman branch.

Representation of Barclays Bank in connection with a credit facility to finance the acquisition and processing of nuclear fuel

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

The Firm represented Barclays Bank PLC, New York Branch, in connection with a secured revolving credit and letter of credit facility to finance the acquisition and processing of nuclear fuel by two utility companies in Ohio.

Representation of Barclays Bank in connection with numerous commercial paper programs in Latin America

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

The Firm's financial services experts represented Barclays Bank PLC, as Administrative Agent and letter of credit fronting bank, in connection with commercial paper programs issued for Banco Nacional de Comercial Exterior, S.N.C., the national credit institution and development bank of Mexico; Banco Nacional de Mexico (Banamex), the biggest bank in Mexico; and PETROBRAS International Finance Corporation, the financing arm of the Brazilian oil conglomerate, Petróleo Brasiliero S.A.-PETROBRAS. 

Representation of Barclays Bank in connection with the renewal of the commercial paper program of CABEI

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

We represented Barclays Bank PLC in connection with the renewal of a commercial paper program which, when first signed with The Central America Bank for Economic Integration (CABEI), was said to be the first program within a Central American institution to be undertaken jointly with a leading U.S. commercial paper issuer designed to finance operations relating to the member countries' foreign trade.

Representation of Barclays Bank in its defense of breach of contract actions

Client: Barclays Bank PLC
Firm Role: Defendant's Counsel

Hughes Hubbard & Reed represented Barclays Bank in its defense of breach of contract actions arising out of a syndicated loan designed to restructure trade debt of a number of banks taken over by the deposit insurance agency of Ecuador.

Representation of Barclays Bank in privately-placed Notes issued by the Banamex U.S. Remittance Securitization Trust

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

Hughes Hubbard & Reed LLP represented Barclays Bank as institutional investor in privately-placed Notes issued by the Banamex U.S. Remittance Securitization Trust; and as agent in a syndicated term loan financing for Grupo Petrotemex, S.A. C.V.

Representation of Barclays Bank in the financial restructuring of a commercial paper program for Banco de la Provincia de Buenos Aires S.A.; separate International Finance Corporation loan facilities to Banco Hipotecario S.A.

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

Hughes Hubbard & Reed represented Barclays Bank as agent for the senior creditors in the financial restructuring of:  a commercial paper program for Banco de la Provincia de Buenos Aires S.A.; separate International Finance Corporation loan facilities to Banco Hipotecario S.A. and Banco Suquía S.A.; and trade debt of various financial institutions in Ecuador.

Representation of Barclays Bank PLC in connection with a $150 million 364-day revolving credit facility for Corporacion Andina de Fomento

Client: Barclays Bank PLC
Firm Role: Bank Counsel

Hughes Hubbard represented Barclays Bank PLC, New York branch, as arranger and administrative agent in a US$150 million 364-day revolving credit facility on behalf of Corporacion Andina de Fomento (CAF).

Representation of Barclays Bank PLC in connection with a bond issue of BBVA Banco Francés SA

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

The Firm represented Barclays Bank PLC, as Administrative Agent, in connection with the issuance by BBVA Banco Francés SA of $142 million of floating rate notes.

Representation of Barclays Bank PLC in connection with a participation in a loan from Marriott International Capital to finance a Florida resort

Client: Barclays Bank PLC
Firm Role: Bank Counsel

Hughes Hubbard represented Barclays Bank PLC, United Kingdom Structured Finance Property Team, in the purchase of a US$65 million participation in a loan from Marriott International Capital Corporation to Bear/Flag LLC for the financing of the Ritz Carlton Jupiter Resort and Golf Club in Palm Beach County, Florida.

Representation of Barclays Bank PLC in connection with a US$360 million letter of credit enhanced US commercial paper program for Louis Dreyfus S.A.

Client: Barclays Bank PLC
Firm Role: Bank Counsel

Hughes Hubbard represented Barclays Bank PLC, New York branch, as letter of credit bank and administrative agent, in a US$360 million letter of credit enhanced United States commercial paper program and the renewal of a US$25 million standby letter of credit on behalf of Louis Dreyfus S.A.

Representation of Barclays Bank PLC in connection with letters of credit under an amended credit facility to support bonds issued on behalf of Rehau

Client: Barclays Bank PLC
Firm Role: Bank Counsel

Hughes Hubbard represented Barclays Bank PLC as issuer of letters of credit in an aggregate face amount of $40 million under an amended credit facility to support Alabama industrial development revenue bonds issued on behalf of Rehau Incorporated.

Representation of Barclays Bank PLC in connection with the completion of a $110 million five-year amortizing term loan for Group Petrotemex

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

The Firm served as special New York Counsel to Barclays Bank PLC, New York Branch, as administrative agent for the lenders, in connection with the completion of a $110 million five-year amortizing term loan for Group Petrotemex, S.A. de C.V., supported by guarantees from Petrocel S.A. and Tereftalatos Mexicanos S.A. de C.V.

Representation of Barclays Bank PLC in connection with the restructuring of a loan to Banco Hipotecario

Client: Barclays Bank PLC
Firm Role: Bank Counsel

Hughes Hubbard represented Barclays Bank PLC in the restructuring of amounts owed by Banco Hipotecario pursuant to a 2001 International Finance Corporation B Loan.

Representation of Barclays Bank PLC in connection with the restructuring of Banco de la Provincia de Buenos Aires' US commercial paper program

Client: Barclays Bank PLC
Firm Role: Bank Counsel

Hughes Hubbard represented Barclays Bank PLC in the restructuring of amounts owed by Banco de la Provincia de Buenos Aires pursuant to its United States commercial paper program.

Representation of Barclays Bank PLC in connection with US commercial paper programs worth close to $1 billion for certain Latin American banks

Client: Barclays Bank PLC
Firm Role: Bank Counsel

Hughes Hubbard represented Barclays Bank PLC, New York branch, as letter of credit bank and administrative agent, and Barclays Capital, as lead arranger and dealer, in letter of credit enhanced United States commercial paper programs on behalf of:  Central American Bank for Economic Integration (CABEI), Cemex S.A. de C.V. and Petrobras International Finance Company.

Representation of Barclays Capital in connection with various revolving credit and term loan facilities

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

The Firm represented Barclays Capital, the investment banking division of Barclays Bank PLC, in revolving credit and term loan facilities with the following borrowers:  Corporacion Andina De Fomento; Banco Interfin, S.A.; RBTT Finance Limited, an affiliate of the Royal Bank of Trinidad and Tobago; CEMEX, S.A.; and OM Group, Inc.

Representation of Bayerische Hypo-und Vereinsbank AG in a U.S. commercial paper program with Banco Bradesco, S.A.

Client: Bayerische Hypo-und Vereinsbank AG
Firm Role: Agent's Counsel

We represented Bayerische Hypo-und Vereinsbank AG, New York Branch, as letter of credit bank, administrative agent and lead arranger, in a U.S. commercial paper program with Banco Bradesco, S.A., Grand Cayman Branch.

Representation of BBVA Securities Inc. in the refinancing of BBVA Banco Frances S.A. floating rate notes

Client: BBVA Securities Inc.
Firm Role: Arranger's Counsel

We represented BBVA Securities Inc., as arranger, in the refinancing of BBVA Banco Frances S.A.'s $150,000,000 floating rate notes due 2002.  Barclays Bank PLC, New York Branch, acted as administrative agent, and eleven banks participated in the refinancing.

Representation of BBVA, Citi, Societe Generale and WestLB as lead arrangers in a US$1.3 billion loan to the Votorantim group in Brazil

Firm Role: Lender's Counsel

Hughes Hubbard represented BBVA, Citi, Societe Generale and WestLB as lead arrangers in a US$1.3 billion loan to the Votorantim group in Brazil. The initial funding was followed by general syndication of the facility to a select group of 17 major international banks. The proceeds of the facility were used by the Votorantim group to pay for several major acquisitions in the United States and in South America. The deal was structured with three tranches, two of which were trade-related and one of which was working capital. This transaction was named a 2008 "Deal of the Year" by Global Trade Review magazine.

Representation of Benihana Inc. in connection with its exploration of strategic alternatives

Firm Role: Company Counsel

Hughes Hubbard represents Benihana Inc. in connection with its exploration of strategic alternatives.

Representation of Bentley Investments in efforts to acquire a fleet of vessels from a Chapter 11 debtor

Client: Bentley Investments
Firm Role: Buyer's Counsel

We represented Bentley Investments, affiliated with a number of Greek shipping interests, in efforts to acquire a fleet of vessels from a Chapter 11 debtor in a Chapter 11 bankruptcy in Delaware.

Representation of Berkshire Corporation in connection with an asset-based credit facility

Client: Berkshire Corporation
Firm Role: Borrower's Counsel

Hughes Hubbard represented Berkshire Corporation and Berkshire Holding Corporation in connection with an asset-based credit facility provided by HSBC Bank USA.  Berkshire Corporation, based in Great Barrington, Massachusetts, supplies cleanrooms and critical environments with contamination control products.

Representation of beverage companies in a variety of antitrust and related questions

Client: Pepsi-Cola Bottlers Association
Firm Role: Company Counsel

We represent soft drink bottlers, beverage companies and Pepsi-Cola Bottlers Association in a variety of antitrust and related questions since before and after passage of the Soft Interbrand Competition Act and the FTC proceedings that precipitated that Act.

Representation of Bill Stewart, Chairman and CEO of W.P. Stewart & Co., Ltd. in connection with the strategic investment by Arrow Capital Management, LLC in WPS

Firm Role: Seller's Counsel

Representation of Blue Cross Blue Shield of Delaware in various commercial transactions involving its Latin American operations.

Client: Blue Cross Blue Shield of Delaware

Hughes Hubbard represented Blue Cross Blue Shield of Delaware in various commercial transactions involving its Latin American operations.

Representation of BN Media, LLC in its acquisition of Beliefnet, Inc., which operates Beliefnet.com

Firm Role: Buyer's Counsel

Hughes Hubbard represented BN Media, LLC in its acquisition of Beliefnet, Inc., which operates Beliefnet.com.  Beliefnet.com is a leading online community dedicated to faith-based content, including videos, blogs and newsletters focused on family, faith, health and current events.  BN Media acquired Beliefnet.com from Fox Cable Networks, which had previously bought the site in 2007 as a complement to its faith-based publisher subsidiaries.   BN Media, an investment firm based in Norfolk, Virginia, will build on Beliefnet’s existing relationships with BN’s own subsidiaries, Affinity4 and Cross Bridge Media (also represented by HHR), both of which provide, among other products and services, spirituality and faith-based video and media offerings.

Representation of BNP Paribas, as administrative agent and collateral agent, and a syndicate of 25 banks, in a $1 billion financing deal for Embraer, a Brazilian aircraft manufacturer

Firm Role: Agent's Counsel

Hughes Hubbard represented BNP Paribas, as administrative agent and collateral agent, and a syndicate of 25 banks, in a $1 billion financing deal for Embraer, a Brazilian aircraft manufacturer, and two of its subsidiaries located in the Cayman Islands and Spain, respectively. The loan consisted of a secured trade finance tranche and a working capital tranche.   Embraer is one of the largest aircraft manufacturers in the world and one of Brazil’s top exporters.

Representation of Bond Insurer in connection with $140,000,000 high yield bond offering by an Indian nation

Firm Role: Underwriter's Counsel

Representation of Bond Insurer in connection with $140,000,000 high yield bond offering by an Indian nation.

Representation of book publisher in cartoon character licensing arrangements

Client: Confidential Client
Firm Role: Licensee's Counsel

We represented a book publisher in cartoon character licensing arrangements with major studios.

Representation of Bristol-Myers Squibb Company providing advice and services on a wide variety of antitrust questions

Firm Role: Company Counsel

Hughes Hubbard serves as domestic antitrust counsel to Bristol-Myers Squibb Company providing advice and services on a wide variety of antitrust questions, co-promotions, industry ventures, licensing agreement and design and implementation of a worldwide antitrust compliance program.

Representation of Bristol-Myers Squibb in a global agreement with Corgentech to develop and commercialize novel cardiovascular therapy

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Bristol-Myers Squibb Company in its agreement with Corgentech Inc., a privately held biotechnology company, to jointly develop and commercialize Corgentech's treatment for the prevention of vein graft failure following coronary artery and leg artery bypass surgery.

Representation of Bristol-Myers Squibb in a multi-year distribution alliance agreement

Firm Role: Company Counsel

We represented Bristol-Myers Squibb Company and its subsidiary, Oncology Therapeutics Network (OTN), in a multi-year distribution alliance agreement with McKesson HBOC, Inc.  Under the agreement, McKesson will provide OTN with distribution services for oncology products to OTN’s customers and will be responsible for purchasing and warehousing the inventories required to support demand for such products.

Representation of Bulova Corporation in litigation resulting in recognition by the Supreme Court of Brazil of a Florida District Court judgment enjoining a local company from selling Bulova counterfeit products

Client: Bulova Corporation
Firm Role: Plaintiff’s Counsel

Hughes Hubbard & Reed represented Bulova Corporation in litigation resulting in recognition by the Supreme Court of Brazil of a Florida District Court judgment enjoining a local company from selling Bulova counterfeit products.

Representation of Burlington Coat Factory in its $2 billion sale to Bain Capital Partners, following the company's review of strategic alternatives

Firm Role: Seller's Counsel

Hughes Hubbard represented Burlington Coat Factory  in its acquisition by Bain Capital Partners. Bain acquired all of the discount-clothing retailer’s outstanding shares for $45.50 per share in cash – a total consideration of about $2 billion. Burlington Coat Factory offers a broad selection of branded apparel at reasonable prices, including coats, ladies sportswear, menswear, family footwear and home décor. Founded in 1972 by the Milstein family, the company expanded from a single store selling coats in New Jersey to a multi-department retail chain with 367 stores in 42 states, predominately under the Burlington Coat Factory name.

Representation of Burton Capital Management and Goodwood Inc. in a successful proxy fight for control of Cenveo Inc.

Client: Burton Capital Management
Firm Role: Company Counsel

Hughes Hubbard & Reed represented Burton Capital Management and Goodwood Inc. in a successful proxy fight for control of Cenveo Inc., which led to the installation of Robert Burton as Cenveo’s chief executive officer. Cenveo is a Colorado-based printing company. Burton, a veteran printing company executive, had offered to buy Cenveo for $7 a share, or $340 million, but the company rejected his bid. Cenveo has an enterprise value of $1.2 billion.

Representation of Burton Capital Management and Goodwood, LLC in a proxy fight for control of Creo, Inc.

Firm Role: Seller's Counsel

Hughes Hubbard represented Burton Capital Management and Goodwood, LLC in a proxy fight for control of Creo, Inc. which led to Creo's acquisition by Eastman Kodak Company for $1 billion.

Representation of C.S. Brooks in the sale of its Sheridan operations in Australia

Client: C.S. Brooks
Firm Role: Seller's Counsel

The Firm represented C.S. Brooks Inc. in the sale of its Sheridan operations in Australia to a group led by Castle Harlan Australian Mezzanine Partners Pty Ltd. (CHAMP) of Sydney, Australia.  C.S. Brooks is a manufacturer and supplier of high-quality bath and bed products, including its Donna Karan line.

Representation of Cablevision Litghtpath in it proposed acquisition of 4Connections LLC

Client: Cablevision Systems Corp.
Firm Role: Buyer's Counsel

Hughes Hubbard is representing Cablevision Lightpath in its proposed acquisition of 4Connections LLC. 4Connections is a broadband technology enabler of advanced voice, data and video applications that provides first and last mile fiber capabilities to businesses. Cablevision Lightpath, a division of client Cablevision Systems Corporation, is an industry leader in providing advanced Ethernet-based data, Internet, voice, video transport solutions and managed services.

Representation of Cablevision Systems Corp. in its acquisition of Newsday from the Tribune Co.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Cablevision Systems Corp. in its acquisition of Newsday from the Tribune Co. through the formation of a partnership. Newsday is one of the nation's largest daily newspapers, serving Long Island and New York City. Cablevision is one of the nation's leading entertainment and telecommunications companies.

Representation of Caisse d'Epargne regarding issues of French work limitations

Client: Caisse d’Epargne
Firm Role: Company Counsel

Our Paris attorneys advised C.N.C.E.P. (Caisse d'Epargne) regarding issues of French work limitations.

Representation of California Portland Cement Company in a $175 million private shelf facility arranged through Prudential Investment Management, Inc. and Prudential Capital Group

Client: California Portland Cement Company
Firm Role: Borrower's Counsel

Hughes Hubbard represented longtime client California Portland Cement Company in a $175 million private shelf facility arranged through Prudential Investment Management, Inc. and Prudential Capital Group. The private shelf facility provides California Portland Cement Company the ability to sell senior notes from time to time to Prudential in a principal amount of up to $175 million at prices to be agreed upon at the time any request for a note purchase is made to Prudential. In some respects, the private shelf provides the flexibility of a revolving credit agreement without the associated costs of commitment fees. California Portland Cement Company was founded approximately 115 years ago. It is one of the oldest California corporations in existence. It is a wholly owned subsidiary of Taiheiyo Cement Corporation of Japan, one of the largest cement producers in the world.

Representation of California-based telecommunications company Intera Group, Inc. in restructuring approximately $140 million of debt with its parent company, client Patriarch Partners

Firm Role: Company Counsel

Hughes Hubbard advised California-based telecommunications company, Intera Group, Inc. in restructuring approximately $140 million of debt with its parent company, client Patriarch Partners. Under the terms of the deal, a majority of the debt was restructured into preferred stock while the balance was restructured into a revised credit facility. Patriarch also agreed to provide Intera with a line of credit. Among its businesses, Intera Group is one of the major holders of pay-phones. It is a wholly owned subsidiary of Patriarch Partners, a New York-based private equity fund.

Representation of Calyon Bank in a syndicated standby export prepayment loan facility for Usiminas S.A.

Firm Role: Lender's Counsel

Hughes Hubbard & Reed represented Calyon Bank as arranger and lender in a syndicated standby export prepayment loan facility for Usiminas S.A.

Representation of Calyon Bank, HSBC and JP Morgan in a syndicated export prepayment loan facility for Votorantim Participãçoes S.A.

Firm Role: Lender's Counsel

Hughes Hubbard & Reed represented Calyon Bank, HSBC and JP Morgan as managers and lenders in a syndicated export prepayment loan facility for Votorantim Participãçoes S.A.

Representation of Calyon New York Branch as joint lead arranger and joint book manager in its underwriting commitment under a $1 billion revolving credit facility provided to the Mohegan Sun Tribal Gaming Authority

Client: Calyon Bank
Firm Role: Lender's Counsel

Hughes Hubbard represented Calyon New York Branch as joint lead arranger and joint book manager in its $100 million underwriting commitment under a $1 billion revolving credit facility provided to the Mohegan Sun Tribal Gaming Authority. The Mohegan Sun Tribal Gaming Authority intends to use the financing to develop several new projects which will include: an Asian-themed gaming and business area; a House of Blues entertainment facility; an 11,500 square foot Japanese restaurant; 40,000 square feet of new retail space; and a hotel tower with 1,000-rooms.

Representation of Calyon New York Branch in its participation in a $700 million syndicated senior secured term loan to the Seminole Tribe of Florida

Firm Role: Lender's Counsel

Hughes Hubbard represented Calyon New York Branch in its participation in a $700 million syndicated senior secured term loan to the Seminole Tribe of Florida, a federally recognized Native American tribe. The Seminole Tribe owns and operates gaming facilities on its tribal lands in southern and central Florida. These facilities include the Hard Rock Hotels and Casinos in Tampa and Hollywood. The Seminole Tribe intends to use the credit facility to fund its acquisition of the Hard Rock brand. Pursuant to an acquisition agreement with the owner of the Hard Rock brand name, the Seminole Tribe will gain control of 68 Hard Rock properties in the U.S., Canada, Europe, Australia and Puerto Rico.

Representation of Calyon New York Branch in its secondary market purchase of a participation in a $900 million senior secured revolving credit facility

Firm Role: Lender's Counsel

Hughes Hubbard represented Calyon New York Branch in its secondary market purchase of a portion of Societe General’s participation in a $900 million senior secured revolving credit facility with Wynn Las Vegas LLC, the owner and designer of the Wynn Las Vegas resort hotel and casino. Wynn Las Vegas intends to use the financing to support construction of an expansion project on an adjacent 20 acres of land. The project includes over 2,000 hotel rooms, a 54,000-square-foot casino, additional convention and meeting space, restaurants, a nightclub, swimming pools, a spa and retail outlets.

Representation of Caraiba S.A. and Paranapanema S.A in entering into an export financing and securitization

Client: Caraiba S.A. and Paranapanema S.A
Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Caraiba S.A. and Paranapanema S.A, affiliated Brazilian mining companies, in entering into an export financing and securitization.

Representation of Casinosinvest Middle East in the acquisition of a casino vessel

Firm Role: Buyer's Counsel

We represented Casinosinvest Middle East in the acquisition from RAK Air Inc. of a 5,400 gross tons casino vessel licensed in Panama.

Representation of CCI Corporation in connection with the preparation and negotiation of various contracts relating to the automotive industry

Firm Role: Company Counsel

Hughes Hubbard represented CCI Corporation in the restructuring of its U.S. operations involving CCI U.S.A. Corporation and Intac Automotive Products, Inc. CCI holds 30% of the OEM U.S. market share for engine coolant and brake fluid technology sold to the "Big 3" U.S. automobile manufacturers and Japanese automobile manufacturers.  We continue to represent CCI in connection with ongoing matters including research and development and a potential international joint venture.

Representation of Cenelca SA in connection with a loan to refinance hydro plant debt

Client: Cenelca SA
Firm Role: Borrower's Counsel

Hughes Hubbard represented Cenelca SA, a Chilean energy company, in connection with a five-year term loan from Santander Central Hispano which, through its Puerto Rican banking subsidiary, SCH Overseas Bank Inc., acted as the sole lender.  The loan will be used to refinance a portion of the debt incurred in the acquisition by Cenelca and certain affiliates of the Canutillar hydroelectric power station. 

Representation of Central American conglomerate in connection with the sale of its cable and internet businesses

Representation of Central American conglomerate in connection with the sale of its cable and internet businesses.

Representation of Central Térmica Guemes S.A. in the financial restructurings of its outstanding Notes through exchange offers

Client: Central Térmica Guemes S.A.
Firm Role: Company Counsel

Hughes Hubbard & Reed represented Central Térmica Guemes S.A., an Argentine electric power generating company, in the financial restructurings of its outstanding Notes through exchange offers.

Representation of Cenveo Corp. in its tender offer for outstanding senior notes

Firm Role: Issuer's Counsel

Hughes Hubbard represented Cenveo Corp., a wholly owned subsidiary of client Cenveo, Inc., in its tender offer for $350,000,000 of outstanding senior notes and in securing new $525,000,000 senior secured credit facilities, which provided proceeds to finance the debt tender offer and for other general corporate requirements of Cenveo

Representation of Cenveo Inc. in an offering of $400 million senior second lien notes.

Client: Cenveo, Inc.
Firm Role: Issuer's Counsel

Hughes Hubbard represented Cenveo Inc. in an offering of $400 million senior second lien notes. The notes were sold pursuant to Rule 144A and Regulation S.   Bank of America, Merrill Lynch, Morgan Stanley and RBS Securities were the lead underwriters. 

Representation of Cenveo Inc. in its acquisition of Cadmus Communications Corp.

Firm Role: Buyer's Counsel

Hughes Hubbard represented client Cenveo Inc. in its acquisition of Cadmus Communications Corp.  Headquartered in Richmond, Va., Cadmus, with 3,300 employees, is the world's largest provider of content management and production services to scientific, technical and medical journal publishers. Cenveo has a portfolio of services and products that include e-services, envelopes, offset and digital printing, as well as printed office products.

Representation of Cenveo Inc. in its acquisition of MeadWestvaco’s Envelope Products Group

Firm Role: Buyer's Counsel

Hughes Hubbard represented graphics communications company Cenveo in its acquisition of MeadWestvaco’s Envelope Products Group. Stamford, Conn.-based Cenveo manufactures labels, forms, packaging and publisher offerings and provides envelope production and printing. The Envelope Products Group was part of MeadWestvaco’s Consumer and Office Products Division, which manufactures and markets school supplies, office products, planning and organizing tools.

Representation of Cenveo, Inc. in connection with its offer to exchange up to $400 million of Cenveo Corp.'s unregistered "high yield" senior second lien notes for registered notes

Firm Role: Issuer's Counsel

Hughes Hubbard represented Cenveo, Inc. in connection with its offer to exchange up to $400 million of Cenveo Corp.’s unregistered “high yield” senior second lien notes for registered notes. Cenveo Corp. is a wholly owned subsidiary of Cenveo, Inc.   The unregistered notes were initially sold pursuant to Rule 144A and Regulation S and were collateralized and guaranteed by approximately 50 subsidiaries. Bank of America, Merrill Lynch, Morgan Stanley and RBS Securities were the lead underwriters. 

Representation of Cenveo, Inc. in connection with its unsolicited bid for rival printing company Banta Corp.

Client: Cenveo, Inc.
Firm Role: Bidder's Counsel

Hughes Hubbard represented Cenveo Inc. in connection with its unsolicited bid for rival printing company Banta Corp. Stamford, Conn.-based Cenveo promised Banta $47 a share and upped this offer to $50 before the Banta board rejected it. Shortly afterwards, the Menasha, Wis.-based Banta agreed to sell out to printer R.R. Donnelly & Sons Co.

Representation of Cenveo, Inc. in connection with the initial public offering by Cenveo's Supremex Income Fund

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Cenveo, Inc. in connection with the initial public offering by Cenveo's Supremex Income Fund of 17.5 million units at CDN $10.00 per unit. The units trade on the Toronto Stock Exchange under the symbol SXP.UN. The total value of this spin-off transaction was approximately US$290 million. Cenveo is one of North America's leading providers of print and visual communications.

Representation of Cenveo, Inc. in its acquisition of Commercial Envelope Manufacturing Co., Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Cenveo, Inc. in its acquisition of Commercial Envelope Manufacturing Co., Inc. Commercial Envelope is one of the largest envelope manufacturers in the U.S. Stamford, Ct.-based Cenveo is a leader in the management and distribution of print and related products and services.

Representation of Cenveo, Inc. in its acquisition of Madison/Graham ColorGraphics Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Cenveo, Inc. in its acquisition of Madison/Graham ColorGraphics, Inc. Cenveo, headquartered in Stamford, Conn., is a leader in the management and distribution of print and related products and services. Based in L.A., ColorGraphics is one of the largest printers in the western U.S.

Representation of Cenveo, Inc. in its acquisition of Nashua Corp.

Client: Cenveo, Inc.
Firm Role: Buyer's Counsel

Hughes Hubbard represented Cenveo, Inc. in its acquisition of Nashua Corp. Nashua is a label and specialty paper company. Cenveo is a leader in the management and distribution of print and related products and services.

Representation of Cenveo, Inc. in its acquisition of Nashua Corp.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Cenveo, Inc. in its acquisition of Nashua Corp.. Nashua is a label and specialty paper company. Cenveo is a leader in the management and distribution of print and related products and services.

Representation of Cenveo, Inc. in its acquisition of Rex Corp. Jacksonville, Florida

Firm Role: Buyer's Counsel

Hughes Hubbard represented Cenveo, Inc. in its acquisition of Rex Corp. Jacksonville, Fl.-based Rex is a manufacturer of premium and high-quality packaging solutions serving the pharmaceutical, healthcare, cosmetics, personal care, food & beverage and apparel markets. Cenveo, headquartered in Stamford, Connecticut, is a leader in the management and distribution of print and related products and services.

Representation of Cenveo, Inc. in its acquisition of Rx Label Technology Corp.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Cenveo, Inc. in its acquisition of Rx Label Technology Corp., a producer of pressure sensitive prescription labels. Rx Label Technology, which will operate under the new name Rx Technology, manufactures labels for a wide variety of uses including prescription drug bottles. Its customers include companies in the mass merchant, drug store chain, grocery, and distributor business markets. Cenveo is one of North America’s leading providers of print and visual communications. The Company’s portfolio of services and products includes commercial printing, envelopes, labels, packaging and business documents.

Representation of Cenveo, Inc. in its issuance and the resale of high yield senior notes pursuant to Rule 144A

Firm Role: Issuer's Counsel

Hughes Hubbard represented Cenveo, Inc. in its issuance of $175,000,000 aggregate principal amount of high yield senior notes to an affiliate of Lehman Brothers and Lehman’s resale pursuant to Rule 144A. The notes were issued upon the conversion of Lehman’s outstanding loan to Cenveo in the same aggregate principal amount and were then sold only to qualified institutional buyers in accordance with Rule 144A and to certain non-U.S. persons in accordance with Regulation S. Lehman Brothers was sole book-running manager for this offering.

Representation of Cenveo, Inc. in the acquisition of Printegra Corp., a portfolio company of Huron Capital Partners LLC

Firm Role: Buyer's Counsel

Cenveo, Inc. acquired Printegra Corp., a portfolio company of Huron Capital Partners LLC, in an all cash transaction. Printegra is one of the top brand names within the short-run printing industry. Its product line includes envelopes, business forms, security documents, and labels. Stamford, Conn.-based Cenveo’s services and products include commercial printing, envelopes, labels, packaging and business documents delivered through a network of production, fulfillment and distribution facilities throughout North America.

Representation of Cenveo, Inc. in the sale of the assets of an envelope and related product printing operation

Firm Role: Seller's Counsel

Hughes Hubbard represented Cenveo, Inc. in the sale of the assets of Somerville, MA envelope and related product printing operation to Graphic Services, Inc.

Representation of Cenveo, Inc. in the sale of the assets of its Production Press division

Firm Role: Seller's Counsel

Hughes Hubbard & Reed represented Cenveo, Inc., an NYSE company, in the sale of the assets of its Production Press division.

Representation of certain business units within GE Capital, Bank of America and Citibank in connection with corporate aircraft finance/leasing transactions in Latin America

Firm Role: Lender's Counsel

Hughes Hubbard represents certain business units within GE Capital, Bank of America and Citibank in connection with corporate aircraft finance/leasing transactions in Latin America

Representation of chapter 7 trustees of multiple debtors that were involved in the cable installation business

Hughes Hubbard represented the chapter 7 trustees of multiple debtors that were involved in the cable installation business and of multiple debtors involved in a massive fraud in the electronics industry.

Representation of Chautauqua Airlines in connection with the financing of Embraer aircraft by the Brazilian export bank

Firm Role: Lessee's Counsel

We represented Chautauqua Airlines in connection with the debt and leveraged lease financing by the Brazilian export bank, Agência Especial de Financiamento Industrial - FINAME, of Embraer EMB-145 and EMB-140 aircraft.

Representation of Chemtall, Inc. in the negotiation of a manufacturing joint venture with Elf Atochem

Firm Role: Joint Venture Partner's Counsel

We represented Chemtall, Inc. in the negotiation of a manufacturing joint venture with Elf Atochem.

Representation of Cherokee Festival Associates, LLC in its acquisition of a 70-property portfolio

Client: Cherokee Festival Associates, LLC
Firm Role: Buyer's Counsel

We represented Cherokee Festival Associates, LLC, a joint venture of The Festival Companies and Cherokee Environmental Realty, in its acquisition from a joint venture of a 70-property portfolio of former gasoline service station sites located in nine states.

Representation of Chiltern International, Inc. in its acquisition of Clinical Trial Management Services, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Chiltern International, Inc., an entity controlled by private equity fund Czura Thornton Limited, in its acquisition of Clinical Trial Management Services, Inc., a contract research organization for the pharmaceutical, bio-tech and medical device industries.

Representation of Chindex International in several private placements of preferred stock through Oppenheimer & Co.

Firm Role: Issuer's Counsel

Hughes Hubbard represented Chindex International in several private placements of preferred stock through Oppenheimer & Co.

Representation of Chindex International, Inc. in a private equity investment by JPMorgan Chase

Firm Role: Seller's Counsel

Hughes Hubbard represented Chindex International, Inc., a Nasdaq-listed American healthcare company that provides services and products in China, in a private equity investment in which JPMorgan Chase agreed to acquire slightly more than 20% of Chindex in the form of common stock and zero coupon mandatorily convertible notes. Chindex provides healthcare services through the operations of its United Family Hospitals and Clinics, a network of private primary care hospitals and affiliated ambulatory clinics in China.

Representation of Chindex International, Inc. in a private placement of common stock to institutional accredited investors

Firm Role: Issuer's Counsel

Hughes Hubbard represented Chindex International, Inc. in a private placement of common stock to institutional accredited investors. The agent for the private placement was Oppenheimer & Co. Inc. Chindex is a leading American provider in healthcare sectors in China.

Representation of Chindex International, Inc., an American healthcare provider operating in China, in connection with the formation of a joint venture focused on the manufacturing and distributing of medical devices in China

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Chindex International, Inc., an American healthcare provider operating in China, in connection with the formation of a joint venture focused on the manufacturing and distributing of medical devices in China with Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a manufacturer and distributor of medicine and medical devices in China. 

Representation of Chinese firm Tianjin Xinmao S&T Investment Corp. Ltd. on the U.S. legal aspects of its $1.3 billion bid for Draka Holding N.V., a Dutch cable-wire maker

Firm Role: Buyer's Counsel

Hughes Hubbard represented Chinese firm Tianjin Xinmao S&T Investment Corp. Ltd. on the U.S. legal aspects of its $1.3 billion bid for Draka Holding N.V., a Dutch cable-wire maker. 

Representation of Christie's in the Berry-Hill Gallery restructuring

Hughes Hubbard represented Christie’s as the largest creditor in the Berry-Hill Gallery restructuring.

Representation of Chrysler Financial in the creation of a credit card program

Client: Chrysler Financial Company LLC
Firm Role: Company Counsel

We assisted in the creation of a credit card program for Chrysler Financial Company LLC.

Representation of Chrysler Rail Transportation Corp. in connection with the sale of railcars

Firm Role: Seller's Counsel

We represented Chrysler Rail Transportation Corporation (now debis Financial Services Corp.) in connection with the sale of railcars to United States Leasing International and GE Railcar Leasing Services Corp.

Representation of Chugai Pharmaceutical Co., Ltd. in its sale to F. Hoffman-LaRoche Ltd.

Firm Role: Seller's Counsel

Hughes Hubbard represented Chugai Pharmaceutical Co., Ltd. in (i) U.S. law aspects of the sale by this public Japanese pharmaceutical company of a 50.1% interest to F. Hoffman-LaRoche Ltd. and (ii) the spin-off to its shareholders of its U.S. subsidiary, Gen Probe Incorporated, in a complex multi-billion dollar transaction.

Representation of CIBC in connection with several successful financing transactions for Grand Sierra Resorts Corp.

Firm Role: Lender's Counsel

Hughes Hubbard represented CIBC in connection with several successful financing transactions for Grand Sierra Resorts Corp. Proceeds from the financings were used for the acquisition by Grand Sierra Resorts Corp. of the former Reno Hilton Hotel & Casino in Reno, Nevada, and additional proceeds and commitments will be used to renovate the hotel and reposition it as the Grand Sierra Resort. The Reno Hilton is the largest hotel west of the Mississippi, excluding Las Vegas. The financing transactions included a $203 million term loan, a $20 million revolving loan and a $223 million Rule 144A offering.  The planned Grand Sierra Resort project will include 1,145 hotel rooms, 850 hotel-condominium units, 100,000 square feet of gaming space, 60,000 square feet of retail space, 200,000 square feet of convention and meeting space, 10 restaurants, a 50-lane bowling alley, an 1,800 seat theater/concert venue and a 38-acre man-made lake.

Representation of CIBC World Markets in an offering of $200 million of senior notes by the River Rock Entertainment Authority

Firm Role: Underwriter's Counsel

Hughes Hubbard & Reed represented CIBC World Markets in an offering of $200 million of senior notes, secured by a first priority pledge of revenues and certain assets, by the River Rock Entertainment Authority.  The proceeds of the offering are being used in connection with the construction of expanded parking facilities, the settlement of litigation and the repayment of existing debt on behalf of the Dry Creek Rancheria Band of Pomo Indians in Sonoma County, California.  The offering was also made under Rule 144A and CGCC-2.

Representation of Circus Circus Enterprises, Inc. in connection with bank credit facilities and related matters

Client: Circus Circus Enterprises, Inc.
Firm Role: Borrower's Counsel

Hughes Hubbard & Reed represented Circus Circus Enterprises, Inc. in connection with bank credit facilities and related matters.

Representation of Citibank, N.A. and Royal Bank of Canada in connection with a $1 billion syndicated 364-day revolving credit facility to Alcan

Firm Role: Agent's Counsel

Hughes Hubbard represented Citibank, N.A. and Royal Bank of Canada as Administrative Agents under a $1 billion syndicated 364-day revolving credit facility to Alcan Inc. and its subsidiaries.

Representation of Citibank, N.A. in connection with its wireless banking initiative

Client: Citibank, N.A.
Firm Role: Company Counsel

We represented Citibank, N.A. in connection with various projects related to their wireless banking initiative, including negotiating and drafting development and licensing agreements for the underlying applications and hosting agreements for the wireless banking platform. 

Representation of Citicorp USA in the workout of aircraft acquisition loan at the pre-delivery stage

Firm Role: Lender's Counsel

Hughes Hubbard represented Citicorp USA in the workout of an aircraft acquisition loan at the pre-delivery stage. Citicorp successfully negotiated repayment of the loan in full by the manufacturer and the borrower, whereby the manufacturer retained the right to remarket the aircraft upon the completion of its construction.

Representation of Citigroup Global Markets and the other underwriters in the registered public resale by National Amusements, Inc. of common stock of CBS Corporation Viacom Inc.

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Citigroup Global Markets and the other underwriters in the registered public resale by National Amusements, Inc. of 28,645,000 shares of common stock of CBS Corporation and 21,321,240 shares of common stock of Viacom Inc. The aggregate sale price of the offering was $910,587,058.

Representation of Civil & Marine Inc. in connection with the largest single investment by a private company in Port Canaveral, Florida

Client: Civil & Marine Inc.
Firm Role: Company Counsel

Hughes Hubbard represented Civil & Marine Inc., the U.S. division of a company based in Surrey, England, in its negotiations with F.L.Smidth Group in what constitutes the largest single investment by a private company in Port Canaveral, Florida - a $31 million slag processing plant.  F.L.Smidth, a member of the FLS Group in Denmark, will supply the machinery and equipment to the plant as well as the construction of buildings on a turnkey basis.  F.L.Smidth Group, with the assistance of H&M Construction, a U.S. design-build firm, will be fully responsible for all design services, equipment procurement and supply services, control software and control and process system implementation, construction services, project management services and commissioning services as may be required for the project.  The new plant will grind granulated steel into a powder to be sold to cement manufacturers who will later mix it with their own product before selling it to construction companies.  Hughes Hubbard's client is in the business of producing and processing blast furnace slag for distribution and sale to its customers in the cement and construction industry in the U.S., and this transaction represents the initial entry by the client into the U.S. market.

Representation of CMS Energy Corporation in connection with the restructuring of its $300,000,000 secured three-year revolving credit facility

Client: CMS Energy Corporation
Firm Role: Special Committee Counsel

We acted as special counsel to CMS Energy Corporation in connection with the restructuring of its $300,000,000 secured three-year revolving credit facility and $295,800,000 secured 364-day revolving credit facility.  The credit facilities were arranged by Salomon Smith Barney Inc. and Barclays Capital.

Representation of CMS Energy Corporation in connection with two revolving credit facilities

Client: CMS Energy Corporation
Firm Role: Borrower's Counsel

We represented CMS Energy Corporation, as borrower, under a syndicated $295.8 million 364-day revolving credit facility, and a syndicated $300 million three-year revolving credit facility, with Barclays Bank PLC, as administrative agent, Citicorp USA, Inc., as collateral agent, Bank of America, N.A. and JPMorgan Chase Bank, as co-syndication agents, and Union Bank of California, N.A. and Citicorp USA, Inc., as documentation agents.

Representation of collateral agent and depositary in connection with an acquisition financing provided by Mizuho Corporate Bank, Ltd. to J-Power USA Generation, L.P.

Firm Role: Agent's Counsel

Hughes Hubbard represented the collateral agent and depositary in connection with an acquisition financing provided by Mizuho Corporate Bank, Ltd. to J-Power USA Generation, L.P., a 50:50 joint venture company of J-Power USA Investment Co., Ltd., an affiliate company of J-Power USA Development Co., Ltd., and the John Hancock Insurance Company.  With the proceeds of the financing, J-Power USA Generation, L.P. acquired two power plants in Long Island, N.Y. from PPL Corporation.  J‑Power USA Generation, L.P. acquired 100% of the interests in PPL Shoreham Energy, LLC, the owner of the 79.9 MW oil-fired simple-cycle Shoreham facility located in Brookhaven, N.Y., and 100% of the interests in PPL Edgewood Energy, LLC, the owner of the 79.9 MW natural gas-fired simple-cycle Edgewood facility in Brentwood, N.Y.

Representation of Collins & Aikman in the acquisition of control by Heartland Industrial Partners

Firm Role: Seller's Counsel

We represented automotive interiors supplier Collins & Aikman Corp. in the sale of its shares in a private placement to Heartland Industrial Partners, an investment group led by David Stockman, and the concurrent sale to Heartland by affiliates of The Blackstone Group and Wasserstein Perella of about half of their current controlling stake in Collins & Aikman.

Representation of Commercial Plastics and Supply Co. in the sale of its operations

Client: Commercial Plastics & Supply Co., Inc.
Firm Role: Seller's Counsel

On behalf of Commercial Plastics & Supply Co., Inc. and its subsidiaries, we handled the sale of their operations to GE Plastics, a division of General Electric Company.  The companies sold have businesses in North America, South America, the Caribbean and Europe.

Representation of Compagnie de Saint-Gobain in connection with its U.S. $1 billion medium-term note program

Firm Role: Issuer's Counsel

We represented Compagnie de Saint-Gobain in a $1 billion Rule 144A/Regulation S medium-term note program managed by Goldman, Sachs & Co., Lehman Brothers, J. P. Morgan & Co., and Merrill Lynch & Co.

Representation of Compagnie de Saint-Gobain in offering of 300 million pounds guaranteed bonds

Client: Compagnie de Saint-Gobain
Firm Role: Issuer's Counsel

We represented Compagnie de Saint-Gobain in a 300 million pound offering under Regulation S by the company’s subsidiary, Saint-Gobain Nederland N.V., of 7.375% Guaranteed Bonds due 2005.

Representation of Companhia Vale de Rio Doce in connection with international iron ore sales contracts

Firm Role: Company Counsel

We represented Companhia Vale de Rio Doce in connection with international iron ore sales contracts.

Representation of Companhia Vale do Rio Doce S.A.--CVRD in the bankruptcy proceedings of several steel producers in the United States

Firm Role: Company Counsel

Hughes Hubbard & Reed represented Companhia Vale do Rio Doce S.A.--CVRD, the largest mining and natural resources company in this region, in the bankruptcy proceedings of several steel producers in the United States.

Representation of Compaq Financial Services Corp. in its acquisition of all the shares of capital stock of El Camino Resources, S.A. de C.V.

Client: Compaq Financial Services Corp.
Firm Role: Purchaser's Counsel

Hughes Hubbard & Reed represented Compaq Financial Services Corp. in its acquisition of all the shares of capital stock of El Camino Resources, S.A. de C.V. in Mexico.

Representation of Comunicación Celular S.A. in the private offering of its high yield notes

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Comunicación Celular S.A., a Colombian cellular telephone company, in the private offering of its high yield notes, subsequent exchange offer to register such notes with the SEC, and further exchange offer in connection with its acquisition of an adjoining cellular telephone company.

Representation of Conservation Billing Services in the sale of all of its outstanding shares to Alliance Data Systems Corporation

Client: Conservation Billing Services, Inc.
Firm Role: Seller's Counsel

The Firm represented the shareholders of Tampa-based Conservation Billing Services, Inc. ("CBSI"), a Florida corporation, in the sale of all of the outstanding shares of CBSI to Alliance Data Systems Corporation, a Delaware corporation and a publicly-held company. 

Representation of Continental Airlines and other parties in cross border and double dip transactions

Firm Role: Borrower's Counsel

We have represented Continental Airlines and certain equity investors in cross border and double dip transactions involving aircraft, including Japanese leveraged leases, German leveraged leases and Irish conditional sales.

Representation of Continental Airlines in a $129-million secured term loan facility

Firm Role: Borrower's Counsel

Hughes Hubbard represented Continental Airlines in a $129-million secured term loan facility provided by HSH Nordbank AG, New York Branch, and Bayerische Hypo- und Vereinsbank AG, London Branch, to finance a portion of Continental’s pre-delivery payment obligations to Boeing for the purchase of certain Boeing 737 and 777 aircraft. The facility is secured by, among other things, Continental’s right to acquire the aircraft under the Boeing purchase agreements.

Representation of Continental Airlines in a Rule 144A/Regulation S offering of $100 million of Floating Rate Secured Subordinated Notes due 2007

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Continental Airlines, Inc. in a Rule 144A/Regulation S offering of $100 million of Floating Rate Secured Subordinated Notes due 2007.  The Notes are collaterized by a pool of aircraft spare parts and subordinated to $200 million of Floating Rate Secured Notes due 2007, which were issued in December 2002.  The December 2002 transaction was named "Deal of the Year" for 2002 by Airfinance Journal.

Representation of Continental Airlines in an approximately $390 million offering of pass through certificates

Firm Role: Issuer's Counsel

Hughes Hubbard represented Continental Airlines in an approximately $390 million offering of pass through certificates.  Proceeds from the offering were used to finance 12 used Boeing aircraft and five new Boeing aircraft.   The pass-through certificates were issued in a single class and enhanced by a liquidity facility provided by Goldman Sachs Bank USA. The Bank of New York Mellon acted as depositary for the escrowed funds. Morgan Stanley, Goldman Sachs and Calyon acted as underwriters.

Representation of Continental Airlines in an approximately $644 million offering of pass through certificates

Firm Role: Issuer's Counsel

Hughes Hubbard represented Continental Airlines in an approximately $644 million offering of pass through certificates. Proceeds from the offering were used to finance eight used aircraft and 11 new aircraft. Morgan Stanley, Goldman Sachs and Credit Suisse were the underwriters, Natixis S.A. was the liquidity provider and Bank of New York Mellon was the depositary.

Representation of Continental Airlines in aviation financings utilizing commercial paper conduit facilities

Firm Role: Issuer's Counsel

Since 1998, we have represented Continental Airlines in the financing of new aircraft and the refinancing of leveraged lease debt for aircraft pursuant to a commercial paper conduit facility.  In addition, we have represented Continental in the financing of spare jet engines pursuant to a commercial paper conduit facility.  This transaction was the Airfinance Journal 1999 Deal of the Year for North America.  Commercial paper conduit sponsors included ABN AMRO Bank, CIBC and Credit Lyonnais.

Representation of Continental Airlines in connection with the financing of Embraer aircraft by the Brazilian export bank

Firm Role: Lessee's Counsel

We represented Continental Airlines in connection with the debt and leveraged lease financing by the Brazilian export bank, Agência Especial de Financiamento Industrial - FINAME, of up to 150 Embraer EMB-145 and EMB-135 aircraft.

Representation of Continental Airlines in its offering of Enhanced Equipment Pass Through Certificates 2002-1 to finance the purchase of new aircraft

Firm Role: Issuer's Counsel

We represented Continental Airlines, Inc. in its offering of Enhanced Equipment Pass Through Certificates 2002-1 to finance the purchase of new aircraft.  This offering included two registered publicly offered tranches which raised $329 million in proceeds and two privately placed tranches which raised $185 million in proceeds.  The underwriters were Credit Suisse First Boston, JP Morgan, Merrill Lynch & Co., Salomon Smith Barney and Morgan Stanley.  This was Continental Airlines' first "wrapped" EETC transaction meaning that an insurance company has guaranteed the payment of interest when due on two classes of certificates and the payment of principal no later than the final maturity date.

Representation of Continental Airlines in its offering of Floating Enhanced Aircraft Trust Securities

Firm Role: Issuer's Counsel

We represented Continental Airlines  in an offering under Regulation S of Floating Enhanced Aircraft Trust Securities which are listed on the Luxembourg Stock Exchange.

Representation of Continental Airlines in its offering of Floating Rate Secured Notes due 2007 - Airfinance Journal's "Deal of the Year" for 2002

Firm Role: Issuer's Counsel

We represented Continental Airlines, Inc., as issuer, in an offering of $200 million of Floating Rate Secured Notes due 2007.  This innovative transaction was named "Deal of the Year" by Airfinance Journal, which applauded Continental Airlines for completing the transaction in one of the most difficult financial environments in aviation history.  The securities were backed with an insurance policy from MBIA Insurance Corporation and collateralized by a pool of aircraft spare parts.  The securities were issued in a private placement to qualified institutional buyers pursuant to Securities Act Rule 144A and certain other investors pursuant to Securities Act Regulation D and Regulation S.

Representation of Continental Airlines in over 20 offerings of Enhanced Pass Through Certificates

Firm Role: Issuer's Counsel

We have represented Continental Airlines since 1996 in over 20 offerings of Enhanced Pass Through Certificates to finance new and used aircraft, which raised over $8.7 billion in proceeds.  The transactions included the offering in 1996 that created the enhanced pass through structure and the offering in 1997 that created the prefunded structure (the Airfinance Journal 1997 Deal of the Year).  The transactions have been effected through registered public offerings and Rule 144A/Regulation S offerings.  Underwriters have included Credit Suisse First Boston, Morgan Stanley, Salomon Smith Barney, JPMorgan Chase, Merrill Lynch and Goldman Sachs.

Representation of Continental Airlines in the debt financing of aircraft

Firm Role: Borrower's Counsel

Since 1996, we have represented Continental Airlines in the debt financing of over 150 new and used Boeing, McDonnell Douglas and Embraer aircraft using enhanced pass through certificate debt or bank debt.  Bank lenders included Bankers Trust, BNP Paribas, JPMorgan Chase Bank, Bayerische Landesbank Girozentrale, The Mitsubishi Trust and Banking Corp., Landesbank Rheinland-Pfalz, International Transport Finance Limited, Landesbank Schleswig-Holstein, Bremer Landesbank Kreditanstalt, Landesbank Baden-Württemberg and Hamburgische Landesbank Girozentrale.

Representation of Continental Airlines in the U.S. leveraged lease financing of over 250 new aircraft

Firm Role: Lessee's Counsel

Since 1996, we have represented Continental Airlines in the U.S. leveraged lease financing of over 250 new aircraft, including Boeing 777-200, 767-400, 767-200, 757-300, 757-200, 737-800, 737-700 and 737-500 aircraft, and Embraer ERJ-145 and ERJ-135 aircraft.  The equity investors involved in such transactions included Ameritech, AT&T, Bank of America, Bank of Montreal, Bank of New York, Boeing, Chrysler Financial, Citicorp, debis Financial, Finova, Fleet Financial, GATX, General Electric Company, The LeFrak Organization, National City, NationsCredit, Northwestern Mutual Life, Pacific Century, Philip Morris, Phoenix Home Life, Sumitomo Bank and Verizon.  In addition, we represented Continental Airlines in the refinancing of leveraged lease debt for over 30 aircraft using enhanced pass through certificate debt or borrowings from banks.  Bank lenders included ING Lease, Natexis Banque, The Industrial Bank of Japan, Paribas, Hamburgische Landesbank Girozentrale and Bremer Landesbank Girozentrale.

Representation of Continental Airlines, in the public offering of $173.6 million of Pass Through Certificates, Series 2004-ERJ1

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Continental Airlines, Inc., as issuer, in the public offering of $173.6 million of pass through certificates, Series 2004-ERJ1.  The proceeds from the sale of the certificates were used to finance 16 Embraer EMB-145XR regional jet aircraft.

Representation of Continental Airlines, Inc. in a $1.1 billion offering of pass through certificates

Firm Role: Issuer's Counsel

Hughes Hubbard represented Continental Airlines, Inc. in a $1.1 billion offering of pass-through certificates. The proceeds of the deal will be used to finance the purchase of 30 aircraft to be selected by Continental from 39 new Boeing aircraft. The pass through certificates were issued in three classes. Two senior classes were enhanced by liquidity facilities (both provided by an affiliate of Raiffeisen Zentralbank Österreich). Morgan Stanley, Credit Suisse, Merrill Lynch, Citigroup, UBS, Calyon and JPMorgan acted as underwriters. Airfinance Journal named this offering as its "Overall Deal of the Year" for 2007.

Representation of Continental Airlines, Inc. in connection with a $350 million secured term loan facility provided by Merrill Lynch

Firm Role: Borrower's Counsel

Hughes Hubbard represented Continental Airlines, Inc. in connection with a $350 million secured term loan facility provided by Merrill Lynch.  The facility is secured by certain international route authorities of Continental and its subsidiaries Air Micronesia, Inc. and Continental Micronesia, Inc., as well as the stock and all of the assets of the two subsidiaries.  The loans were advanced at two closings.  Continental used $50 million of the loan proceeds to make a contribution to its pension plans.

Representation of Continental Airlines, Inc. in connection with the public offering of $414.5 million of Pass Through Certificates, Series 2003-ERJ1

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed LLP represented Continental Airlines, Inc., as issuer, in the public offering of $414.5 million of Pass Through Certificates, Series 2003-ERJ1.  The proceeds from the sale of the Certificates were used to acquire equipment notes, which financed a portion of the purchase price of 36 Embraer EMB-145XR regional jet aircraft.  The notes were issued on a nonrecourse basis by the trustees of separate owner trusts in connection with separate leveraged leased transactions.

Representation of Continental Airlines, Inc. in the public offering of $311 million of Pass Through Certificates, Series 2005-ERJ1.

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Continental Airlines, Inc., as issuer, in the public offering of $311 million of pass through certificates, Series 2005-ERJ1. The proceeds from the sale of the certificates were used to finance 29 Embraer EMB-145XR regional jets.

Representation of Continental Airlines, Inc., as issuer, in the public offering of $320 million pass through certificates, Series 2006-1

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Continental Airlines, Inc., as issuer, in the public offering of $320 million of pass through certificates, Series 2006-1. The certificates are backed by equipment notes secured by aircraft spare parts. The proceeds from the sale of the certificates were used to refinance previously outstanding debt secured by the same collateral. Morgan Stanley acted as the underwriter.

Representation of controlling shareholder in sale of controlling interest in National Medical Healthcare Systems, Inc.

Client: Confidential Client
Firm Role: Seller's Counsel

HHR represented the controlling shareholder in a transaction in which New Mountain Partners acquired a controlling interest in National Medical Healthcare Systems, Inc., a Nasdaq-traded company ("NMHS"). The majority of the proceeds of that investment was used by NMHS to do an issuer tender offer in which NMHS bought back the controlling interest in shares.

Representation of Coopers & Lybrand in its merger with Price Waterhouse

Client: PricewaterhouseCoopers LLP
Firm Role: Company Counsel

We represented Coopers & Lybrand in its $13 billion merger with Price Waterhouse forming PricewaterhouseCoopers.  Our representation also included advising Coopers & Lybrand in connection with the review of the merger by the U.S. Department of Justice and foreign competition authorities.

Representation of COTRAFI in developing an office block

Client: COTRAFI
Firm Role: Company Counsel

The Firm provided assistance to COTRAFI, the real estate holding company of international transport company, Gondrand AG, in developing an office block, including negotiating and drafting a contract with a French state entity.

Representation of Credit Lyonnais in connection with a $350 million letter of credit enhanced US commercial paper program for Banco Nacional Comercio Exterior

Client: Credit Lyonnais
Firm Role: Bank Counsel

Hughes Hubbard represented Credit Lyonnais, New York branch, as letter of credit bank and Bayerische Hypo-und Vereinsbank AG, as administrative agent, in a US$350 million letter of credit enhanced United States commercial paper program on behalf of Banco Nacional Comercio Exterior S.N.C. (Bancomext), Grand Cayman branch.

Representation of Credit Suisse First Boston Corporation in a $650 million shelf takedown by Anadarko Petroleum Corporation

Firm Role: Underwriter's Counsel

We represented Credit Suisse First Boston Corporation as lead underwriter of a $650 million shelf takedown by Anadarko Petroleum Corporation of its 5 3/8% Notes due 2007.

Representation of Credit Suisse First Boston in offering of $1.85 billion senior notes of a subsidiary of Anadarko Petroleum Corporation

Firm Role: Underwriter's Counsel

We represented Credit Suisse First Boston in offerings of an aggregate of $1.85 billion of senior notes of a Canadian subsidiary of Anadarko Petroleum Corporation, some notes maturing in 2011 and others in 2031, for resale to qualified institutional buyers under Rule 144A.

Representation of Credit Suisse First Boston in offering of $600 million zero coupon convertible debentures of Anadarko Petroleum Corporation

Firm Role: Underwriter's Counsel

We represented Credit Suisse First Boston in an offering of $600 million face amount of zero coupon convertible debentures of Anadarko Petroleum Corporation in an underwritten sale to the public.

Representation of Credit Suisse Securities (USA) LLC, as lead arranger in a U.S. $50 million loan to Valores Corporativos Softtek, S.A. de C.V.

Firm Role: Lender's Counsel

Hughes Hubbard represented Credit Suisse Securities (USA) LLC, as lead arranger in a U.S. $50 million loan to Valores Corporativos Softtek, S.A. de C.V. Credit Suisse AG, Cayman Islands Branch was the Administrative Agent and Lender for the facility and The Bank of New York Mellon was appointed as the Collateral Agent. Several subsidiaries of the borrower in Mexico, Brazil and the United States are guarantors of the facility.   Headquartered in Monterrey, Mexico, Softtek is a global provider of IT solutions.

Representation of Cryptic Studios Inc. on the French-law aspects of its acquisition by Atari's parent company, Infogames Entertainment

Firm Role: Seller's Counsel

Hughes Hubbard advised videogame developer Cryptic Studios Inc. on the French-law aspects of its acquisition by Atari’s parent company, Infogrames Entertainment. Cryptic is headquartered in Los Gatos, California. The Infogrames group, including the Atari brand, is a global producer, publisher and distributor of interactive entertainment software.

Representation of Crystal, S.A. in the acquisition of assets from Sara International, Inc.

Firm Role: Buyer's Counsel

We represented Crystal, S.A., a leading Colombian manufacturer of textiles, in the acquisition of assets from Sara International, Inc., including its ownership of C.I. Nicole S.A. and Industria Colombiana de Textiles S.A., two Colombian manufacturers of textiles.

Representation of CSFB Direct in connection with its on-line brokerage services

Client: CSFB Direct
Firm Role: Company Counsel

CSFB Direct, formerly DLJ Direct, retained Hughes Hubbard to negotiate a number of technology contracts relating to its on-line brokerage services.

Representation of Cyrk, Inc., a portfolio company of client Sun Capital Partners, in its strategic add-on aquisition of Apex-Multizen, Ltd.

Client: Sun Capital Partners, Inc.
Firm Role: Buyer's Counsel

Hughes Hubbard represented Cyrk, Inc., a portfolio company of client Sun Capital Partners, Inc., in its strategic add-on acquisition of Apex-Multizen, Ltd. Cyrk is a promotional marketing services company, and Apex is a supplier of corporate branding solutions and promotional merchandise. Sun Capital Partners is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies.

Representation of Czura Thornton, a private investment firm, in its acquisition of the global clinical-laboratory-testing and cardiac-services business of MDS Inc.

Firm Role: Purchaser's Counsel

Hughes Hubbard represented Czura Thornton, a private investment firm, in its acquisition of the global clinical-laboratory-testing and cardiac-services business of MDS Inc., a Canadian corporation.

Representation of Daewoo Motor America in connection with its establishment of a network to sell automobiles in the U.S.

Firm Role: Company Counsel

The Firm represented Daewoo Motor America in connection with its establishment of a new marketing and distribution network to sell its automobiles in the U.S.

Representation of Daewoo Motor America in negotiating purchase and lease transactions

Firm Role: Company Counsel

We represented Daewoo Motor America in negotiating purchase and lease transactions and construction and dealership agreements throughout the U.S.

Representation of Daewoo Motor Co., Ltd. with respect to an international arbitration

Client: Daewoo
Firm Role: Company Counsel

We advised Daewoo Motor Co., Ltd. with respect to very large international contractual matters involving an international arbitration.

Representation of Daimler AG in its acquisition of an equity stake of nearly 10 percent of Silicon Valley-based Tesla Motors, Inc., the only automaker selling a higheay-capable fully electric car, the Roadster, in North America and Europe

Firm Role: Borrower's Counsel

Hughes Hubbard represented Daimler AG in its acquisition of an equity stake of nearly 10 percent of Silicon Valley-based Tesla Motors, Inc., the only automaker selling a highway-capable fully electric car — the Roadster — in North America and Europe.  The investment expands the already close relationship between the two companies, which have been working to integrate Tesla’s lithium-ion battery packs and charging electronics into the first 1,000 units of Daimler’s electric smart car. The investment will allow the partners to better collaborate on the development of battery systems, electric-drive systems and in individual vehicle projects.

Representation of Daimler Chrysler Financial in aircraft lease transactions, including in connection with the chapter 11 cases

Hughes Hubbard represented Daimler Chrysler Financial in aircraft lease transactions, including in connection with airline chapter 11 cases of United, Delta, Independence Air, and USAir.

Representation of David del Curto S.A. in the defense of litigation in the United States for patent and trademark infringement

Client: David del Curto S.A.
Firm Role: Defendant's Counsel

Hughes Hubbard & Reed represented David del Curto S.A., an Argentine leather-goods manufacturer, in the defense of litigation in the United States for patent and trademark infringement.

Representation of debis Financial Services Corp. in the creation of Newcourt Rail, a joint venture lessor of railcars

Firm Role: Joint Venture Partner's Counsel

We represented debis Financial Services Corp. in the creation of Newcourt Rail, a joint venture lessor of railcars.

Representation of debis Financial Services in its sale of a portfolio of leases

Firm Role: Seller's Counsel

We represented debis Financial Services, a subsidiary of DaimlerChrysler, in its sale of a portfolio of leases of, and loans secured by, construction and industrial equipment to CitiCapital Commercial Corporation.

Representation of debis Financial Services in the bankruptcy of US Airways

Firm Role: Lessor's Counsel

We represented debis Financial Services, a finance subsidiary of Daimler Chrysler, with respect to leases of aircraft in the bankruptcy proceedings of US Airways.

Representation of debis Financial Services, Inc. in connection with the sale of limited partnership interests

Client: debis Financial Services
Firm Role: Seller's Counsel

Hughes Hubbard represented debis Financial Services, Inc., a subsidiary of DaimlerChrysler, in the sale of limited partnership interests to entities owned by North American Power Group, Ltd.

Representation of Debtors, Trustees and Examiners

In recent years we have significantly expanded our engagements on behalf of debtors and Chapter 11 trustees.  We are currently representing Acme Metals, Incorporated in its chapter 11 reorganization case.  We represented Willcox & Gibbs, Inc. in its successful reorganization, which became effective in April, 2000.  As special bankruptcy counsel for Continental Airlines, Inc. and its affiliates, we handled the company’s Plan of Reorganization, Disclosure Statement, and all related corporate and tax matters, including lessor and lender negotiations, a $160-million debtor in possession credit facility and a $450-million exit financing package.  We also acted as counsel for the Chapter 11 trustees in a case involving a major chain of proprietary professional schools and in the Braniff International Airlines, Inc. case.  In the area of stockbroker liquidations, we represented the trustees in the liquidations of A. R. Baron & Co., Dupont Walston, Weis Securities and Hanover Square Securities Group, Inc.  Lawyers in the Los Angeles office represented LJ Hooker Companies, a chapter 11 debtor with liabilities in excess of $1 billion.  We also served as counsel for the Examiner appointed by the court to formulate a consensual Plan of Reorganization in the Myerson & Kuhn partnership bankruptcy case.

Representation of Degussa AG in the purchase of monomer business

Firm Role: Buyer's Counsel

We represented Degussa AG in the purchase of the monomer business of Benz Research and Development Corporation.

Representation of Delcath Systems, Inc., a Nasdaq-listed issuer that is developing a cancer therapy delivery system, in raising capital to fund its ongoing phase III clinical trials.

Firm Role: Issuer's Counsel

Hughes Hubbard represented Delcath Systems., Inc., a Nasdaq-listed issuer that is developing a cancer therapy delivery system, in raising capital to fund its ongoing phase III clinical trials. The transaction was a sale of common stock and warrants to a hedge fund by way of a shelf takedown in a registered direct offering. The placement agent for the offering was Piper Jaffray.

Representation of Délices de la Tour in a restructuring operation

Client: Délices de la Tour
Firm Role: Seller's Counsel

We represented Délices de la Tour in a restructuring operation involving the disposal of its fresh pastry business in Le Mans.

Representation of Delta, Northwest and American in their sale of Worldspan

Firm Role: Seller's Counsel

Hughes Hubbard represented Delta Air Lines Inc., Northwest Airlines Corp. and AMR Corp., the parent of American Airlines, in their sale of Worldspan, a travel technology resource for travel suppliers, travel agencies, e-commerce sites and corporations worldwide.  The travel technology leader was sold by its airline owners to Travel Transaction Processing Corporation, an acquisition vehicle formed by Citigroup Venture Capital Equity Partners, a private equity fund managed by Citigroup Venture Capital, and Teachers' Merchant Bank, the private equity arm of the Ontario Teachers' Pension Plan.

Representation of Deutsche Bank in connection with a joint venture with Sterling Equities as mortgagee in single-asset real estate chapter 11 cases

Hughes Hubbard represented Daimler Chrysler Financial in aircraft lease transactions, including in connection with airline chapter 11 cases of United, Delta, Independence Air, and USAir.Deutsche Bank in connection with a joint venture with Sterling Equities as mortgagee in a single-asset real estate chapter 11 case in which we obtained a ruling from the Court of Appeals for the Second Circuit rejecting confirmation of a “new value” plan and significantly limiting the availability of such plans; and as agent for groups of banks in the chapter 11 cases of American Pad & Paper Company, Automata International, Inc., and HCI Direct Inc.

Representation of Deutsche Bank Securities and the other underwriters in a $750 million public offering of investment grade senior notes and senior debentures issued by Viacom, Inc.

Firm Role: Underwriter's Counsel

The firm represented Deutsche Bank Securities and the other underwriters in a $750 million public offering of investment grade senior notes and senior debentures issued by Viacom, Inc. Deutsche Bank Securities Inc. was the sole book manager and also served as joint lead manager along with Greenwich Capital Markets, Inc. Credit Suisse Securities (USA) LLC served as senior co-manager on the deal and nabCapital Securities, LLC served as co-manager on the deal.

Representation of Deutsche Bank Securities in a shelf takedown by Anadarko Petroleum Corporation

Firm Role: Underwriter's Counsel

We represented Deutsche Bank Securities Inc. as lead underwriter in a shelf takedown by Anadarko Petroleum Corporation of its 5% Notes due 2012.

Representation of Deutsche Bank Securities Inc. as lead manager in a 144A private placement of Viacom senior notes

Firm Role: Underwriter's Counsel

Hughes Hubbard acted as underwriter’s sole counsel to Deutsche Bank Securities Inc. as lead manager and a group of co-managers in a 144A private placement of a series of floating rate senior notes totaling $750,000,000 issued by Viacom, Inc.  The transaction includes a commitment by Viacom to exchange the securities for registered securities.

Representation of Deutsche Bank, Citigroup Global Markets and RBS Securities in the shelf-takedown public offering and sale of $850 million of senior notes of Viacom, Inc.

Firm Role: Underwriter's Counsel

Hughes Hubbard represented the underwriters, led by Deutsche Bank, Citigroup Global Markets and RBS Securities, in the shelf-takedown public offering and sale of $850 million of senior notes of Viacom Inc. in two separate series due 2014 and 2019.  The firm simultaneously represented the same entities as dealer managers in the tender offer by Viacom Inc. for  $1.5 billion of its outstanding senior notes due 2011. 

Representation of Deutsche Post in its investment in DHL International

Firm Role: Investor's Counsel

We represented Deutsche Post, the German postal service, in connection with its investment in the international delivery service, DHL International.

Representation of Dictaphone Corp. in the French regulatory clearance of products

Client: Dictaphone Corp.
Firm Role: Company Counsel

The Firm represented Dictaphone Corp. in the French regulatory clearance of products incorporating encryption means or devices.

Representation of DOCX LLC and its members in the acquisition of DOCX by Fidelity National Financial, Inc.

Client: DOCX LLC
Firm Role: Seller's Counsel

Hughes Hubbard & Reed represented DOCX LLC, a Georgia-based provider of services to the mortgage banking industry, and its members in the acquisition by Fidelity National Financial, Inc., a Florida-based Fortune 500 provider of products, services and solutions to financial institutions and the real estate industry, of all of the membership interests in DOCX.

Representation of Dolphin Direct Equity Partners, LP in its acquisition of Boston Restaurant Associates, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Dolphin Direct Equity Partners, LP in becoming the sole owner of Boston Restaurant Associates, Inc. Under the terms of the transaction, Boston Restaurant Associates common stockholders sold their shares to Dolphin, which already held about 40 percent of the outstanding publicly traded common stock. Boston Restaurant Associates is now a privately held company owned entirely by Dolphin. It is based in Saugus, MA and operates the Pizzeria Regina pizza parlors.

Representation of Dutch biopharmaceutical company OctoPlus on the U.S. aspects of its initial public offering in the Netherlands and concurrent U.S. private placement

Client: OctoPlus
Firm Role: Issuer's Counsel

Hughes Hubbard represented Dutch biopharmaceutical company OctoPlus on the U.S. aspects of its initial public offering in the Netherlands and concurrent U.S. private placement. The company plans to use the proceeds from the offering for product research and development, as well as general operating expenses. OctoPlus develops long-acting, controlled-release versions of known protein therapeutics and other drugs. OctoPlus is also a leading provider of advanced drug formulation and clinical scale manufacturing services to the pharmaceutical and biotechnology industry.

Representation of Dutch biotech company Pharming Group N.V. on the U.S. aspects of a Euro 12 million private placement of ordinary shares

Firm Role: Issuer's Counsel

Hughes Hubbard represented Dutch biotech company Pharming Group N.V. on the U.S. aspects of a Euro 12 million private placement of ordinary shares. The proceeds of the offering will be used for activities associated with the registration of Pharming’s drug “Rhucin” in the E.U. and the U.S. as a pharmaceutical product to treat acute attacks of Hereditary Angioedema and other purposes.   Hereditary Angioedema is a debilitating and potentially life-threatening genetic condition, resulting in spontaneous and recurring attacks of angioedema.  Angioedema attacks are characterized by swelling of soft tissue in a reaction visually similar to severe allergic reactions.

Representation of e2v Technologies in its purchase of QP Semiconductor

Firm Role: Buyer's Counsel

Hughes Hubbard represented e2v Technologies in its purchase of QP Semiconductor.  U.K.-based e2v is a manufacturer of specialized components and subsystems, including electronic tubes and sensors and semiconductors, serving the medical and science, aerospace and defense and commercial and industrial markets. QP is a  U.S.-based designer of specialty semiconductor components used in military and aerospace applications.

Representation of EDEMSA, an electric power distribution utility in Argentina, in a debt restructuring

Firm Role: Company Counsel

Hughes Hubbard served as New York counsel to EDEMSA (Empresa Distribuidora de Electricidad de Mendoza S.A.), the electric power distribution utility for the Province of Mendoza, Argentina, in a debt restructuring. The restructuring involved the exchange of outstanding notes and bank debt for new securities issued by EDEMSA under Regulation S of the U.S. Securities Act of 1933, as well as the cancellation of some of the existing indebtedness through a Dutch auction. The new securities were issued in three series of notes and a series of contingent payment certificates.

Representation of employer in a Georgia State Court Action by a former CEO alleging fraud and negligent misrepresentation.

Firm Role: Defendant's Counsel

Representation of employer in a Georgia State Court Action by a former CEO alleging fraud and negligent misrepresentation. 

Representation of Empresa Brasileira de Telecommunicacoes S.A. (Embratel) in a three-tranche term loan facility

Firm Role: Borrower's Counsel

We represented the Brazilian telecommunications company, Empresa Brasileira de Telecommunicacoes S.A. (Embratel), in a three-tranche term loan facility from a syndicate of banks.  Prior to closing, two bridge loan facilities were put in place.

Representation of Empresa Brasileira de Telecomunicaçôes S.A. in entering into a syndicated term loan facility and two bridge loan facilities

Client: Empresa Brasileira de Telecomunicaçôes S.A.
Firm Role: Borrower's Counsel

Hughes Hubbard & Reed represented Empresa Brasileira de Telecomunicaçôes S.A. in entering into a syndicated term loan facility and two bridge loan facilities.

Representation of Empresas Iansa S.A. in its joint venture to export apple juice to the United States

Client: Empresas Iansa S.A.
Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard & Reed represented Empresas Iansa S.A., a Chilean consumer products company, in its joint venture to export apple juice to the United States.

Representation of EngenderHealth and its Maternal Health Task force in a partnership with Ashoka to create the first international fellowhship program that links young professionals with seasoned social entrepreneurs to improve maternal health

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented EngenderHealth and its Maternal Health Task Force in a partnership with the organization Ashoka to create the first international fellowship program that links young professionals with seasoned social entrepreneurs to improve maternal health in developing countries. The program will be called the “Young Champions for Maternal Health.” Young Champions will be selected through Ashoka’s Changemakers online competition platform, and each will spend nine months working with—and being mentored by—an Ashoka Fellow. At the end of their work-study projects, the Young Champions will design a concrete solution addressing a maternal health challenge that the Maternal Health Task Force and Ashoka will jointly promote to the global maternal health community.

EngenderHealth is a leading international reproductive health organization working to improve the quality of health care in the world’s poorest communities.  The Maternal Health Task Force at EngenderHealth brings together existing maternal health networks and engages new organizations to facilitate global coordination of maternal health programs.   Ashoka is a community of more than 2,000 leading social entrepreneurs. It champions the most important new social-change ideas and supports the entrepreneurs behind them by helping them get started, grow, succeed and collaborate.

Representation of eSpeed in its formation of a consortium to provide a new electronic futures exchange

Client: eSpeed
Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented eSpeed in its formation of a consortium to provide a new electronic futures exchange. In addition to eSpeed, the consortium includes a dozen financial services companies, including: Barclays Capital Inc., Citigroup Inc., Credit Suisse Group, Deutsche Bank Securities Inc., JPMorgan Chase & Co., Merrill Lynch & Co. and the Royal Bank of Scotland Group. eSpeed is a New York-based technology provider for financial capital markets around the world, trading products ranging from U.S. treasuries and European government bonds to futures and foreign exchange.

Representation of Eton Park Capital Management, L.P. in the negotiation of a lease for two floors at 825 Third Avenue

Client: Eton Park Capital Management, L.P.
Firm Role: Lessee's Counsel

Hughes Hubbard represented hedge fund Eton Park Capital Management, L.P. in the negotiation of a lease for two floors at 825 Third Avenue in Manhattan.  Eton Park is a global, multi-disciplinary investment fund with offices in New York and London.

Representation of Europalaces in connection with the unification of its cinema groups

Client: Europalaces
Firm Role: Company Counsel

Our Paris attorneys advised Europalaces in connection with the unification of its cinema groups by Gaumont and Pathé.

Representation of EUTELSAT in its proposed privatization and transformation into a French commercial company

Client: EUTELSAT
Firm Role: Company Counsel

The Firm advised EUTELSAT, an international entity that manages satellites for various countries, in its proposed privatization and transformation into a French commercial company.

Representation of Evercore Group LLC, financial advisor to Sequa Corp., in Sequa's $2.7 billion sale to The Carlyle Group

Firm Role: Seller's Counsel

Hughes Hubbard represented Evercore Group L.L.C., financial advisor to Sequa Corp., in Sequa’s $2.7 billion sale to The Carlyle Group. The acquisition was financed through a combination of equity contributed by investment funds affiliated with Carlyle and external debt financing provided by Lehman Brothers, Citigroup and JP Morgan.

Evercore, which is based in New York, advises top corporate officers and boards of directors, helping them devise strategies for enhancing shareholder value. Sequa Corporation is a diversified manufacturer with operations organized around seven discrete operating units including aerospace, automotive, metal coating, specialty chemical and industrial machinery. The Carlyle Group is a global private equity firm focusing on aerospace and defense, automotive and transportation and consumer and retail.

Representation of Fannie Mae in connection with Orange County

Client: Fannie Mae
Firm Role: Creditor's Counsel

We represented Fannie Mae in the Chapter 9 bankruptcy of the County of Orange.  Fannie Mae was owed $118 million and served as ex officio member of the creditor's committee.

Representation of Fannie Mae in restructuring a $96,000,000 loan secured by a predominately residential building

Client: Fannie Mae
Firm Role: Borrower's Counsel

Hughes Hubbard represented Fannie Mae in restructuring a $96,000,000 loan secured by a predominately residential building in downtown New York.  This building, proximate to the WTC site, was adversely affected by the 9-11 disaster.  The loan terms were revised to provide the borrower with concessions in return for certain features, including an equity kicker, favoring the lender.

Representation of FDIC in connection with several mortgage-backed securities pools

Client: Federal Deposit Insurance Corporation (FDIC)
Firm Role: Seller's Counsel

The Firm represented the Federal Deposit Insurance Corporation (FDIC) in the sealed bid auction of loans and redemption of securities relating to several mortgage-backed securities pools.

Representation of FDIC in connection with the FDIC's takeover of NextBank

Firm Role: Creditor's Counsel

The Firm represented the Federal Deposit Insurance Corporation ("FDIC") in connection with its takeover of NextBank, an Internet credit card bank, including the sale of credit card accounts of NextCard and the resolution of issues relating to credit card receivables securitized by NextBank.

Representation of FDIC in the private resale of mortgage-backed securities

Client: Federal Deposit Insurance Corporation (FDIC)
Firm Role: Seller's Counsel

The Firm represented the Federal Deposit Insurance Corporation (FDIC) in the private resale to investors of numerous mortgage-backed securities acquired from failed thrifts.

Representation of Federal National Mortgage Association in judicial and out-of-court restructurings

Hughes Hubbard represented Federal National Mortgage Association in judicial and out-of-court restructurings, including as a secured creditor in the Alterra Healthcare chapter 11 case.

Representation of FGH Realty Credit Corp. in connection with the sale of Herald Center

Client: FGH Realty Credit Corp.
Firm Role: Seller's Counsel

The Firm represented FGH Realty Credit Corp., a subsidiary of Aegon USA Realty Advisors, Inc., in connection with the sale of Herald Center and the leasehold mortgage.

Representation of financial services company in a federal court action alleging discriminatory failure to hire because of an arrest record.

Firm Role: Defendant's Counsel

Representation of financial services company in a federal court action alleging discriminatory failure to hire because of an arrest record.

Representation of First Choice Holidays, an international travel company based in the U.K., in its acquisition of the businesses of Grand Central Expeditions from the private equity firm North Castle Partners

Firm Role: Buyer's Counsel

Hughes Hubbard represented First Choice Holidays, an international travel company based in the U.K., in its acquisition of the businesses of Grand Central Expeditions from the private equity firm North Castle Partners.  The Boca Raton, Fla.-based Grand Expeditions operates six businesses, specializing in premium leisure travel experiences, including International Expeditions and Park East and Country Walks; The Moorings, a private yacht charter company; Travcoa, an operator of luxury escorted tours; and TCS Expeditions, a world leader in premium jet and private rail expeditions.

Representation of Fitzgeralds Gaming Corporation in connection with a public offering of senior secured notes

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Fitzgeralds Gaming Corporation in a public offering of senior secured notes with contingent interest, cumulative redeemable preferred stock and common stock purchase warrants for the construction of a hotel in Tunica, Mississippi, the expansion of facilities in Las Vegas and the retirement of existing senior secured notes.

Representation of Fitzgeralds Gaming Corporation in connection with a Rule 144A private placement of senior secured notes

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Fitzgeralds Gaming Corporation in a Rule 144A private placement of senior secured notes and common stock purchase warrants for construction and development of a riverboat casino in Tunica, Mississippi.

Representation of Fitzgeralds Gaming Corporation in connection with a Rule 144A private placement of senior secured notes

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Fitzgeralds Gaming Corporation in a Rule 144A private placement of senior secured notes.

Representation of Fitzgeralds Gaming Corporation in refinancing, recapitalization and reorganization matters

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Fitzgeralds Gaming Corporation in refinancing, recapitalization and reorganization matters in connection with the holders of outstanding senior secured debt and preferred stock.

Representation of Fortune Tobacco Corporation in a joint venture with Philip Morris International

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Fortune Tobacco Corporation in a joint venture with Philip Morris International. Each of FTC and PMI hold an equal economic interest in the new company, PMFTC. The Philippines is one of the largest global cigarette markets, with an estimated 2009 volume of 85 billion cigarettes. The Chairman of PMFTC will be Lucio Tan, the Chairman of FTC, and PMI will manage the day-to-day operations of the venture. FTC is one of the five largest privately owned cigarette companies in the world. PMI is a leading international tobacco company, with seven of the world’s top 15 brands, including Marlboro, the number one cigarette brand worldwide.

Representation of France Telecom Marine regarding the 35-hour work week

Client: France Telecom Marine
Firm Role: Company Counsel

Our Paris attorneys advised France Telecom Marine regarding the 35-hour work week and other restrictions on the working day.

Representation of Francois Leger in the acquisition of Shapiro Packing Company, Inc.

Client: Francois Leger
Firm Role: Buyer's Counsel

Hughes Hubbard represented Francois Leger, an individual who purchased, through a newly-formed limited liability company, substantially all of the assets of Shapiro Packing Company, Inc., a Georgia company in the business of meat processing and packaging.  The transaction was a management leveraged-buyout.  Our client was the president of the company whose assets were purchased.

Representation of French subsidiaries of international paper companies relating to factory closings

Client: Confidential Client
Firm Role: Company Counsel

Our Paris attorneys advised several French subsidiaries of international paper companies relating to the closing of factories in France.

Representation of Fullerene International Corporation in connection with licensing matters and direct and indirect investments in fullerene technologies

Client: Fullerene International Corporation
Firm Role: Company Counsel

Hughes Hubbard represented Fullerene International Corporation, a joint venture of Mitsubishi Corporation and two U.S. companies, in licensing matters and direct and indirect investments in fullerene-related technologies.  FIC owns patents and patent applications on fullerenes and fullerene-related compounds, such as nanotubes.

Representation of GKN plc in an auction bid

Client: GKN plc
Firm Role: Bidder's Counsel

We represented GKN plc in an auction bid to purchase the stock of a manufacturer of conveyor belts and warehouse equipment.

Representation of global financial services firm in a corporate raiding NYSE arbitration.

Firm Role: Claimant's Counsel

Representation of global financial services firm in a corporate raiding NYSE arbitration.

Representation of global investment bank in a national origin failure to hire claim before the New York State Division of Human Rights.

Firm Role: Defendant's Counsel

Representation of global investment bank in a national origin failure to hire claim before the New York State Division of Human Rights.

Representation of global investment bank in NASD arbitration claim against former brokers for permanent injunctive relief and damages for violation of the Computer Fraud and Abuse Act, breach of contract, misappropriation of trade secrets and breach of du

Firm Role: Defendant's Counsel

Representation of global investment bank in NASD arbitration claim against former brokers for permanent injunctive relief and damages for violation of the Computer Fraud and Abuse Act, breach of contract, misappropriation of trade secrets and breach of duty of loyalty.

Representation of global investment bank under its alternative dispute resolution program regarding a dispute with a former employee claiming pregnancy and gender discrimination arising out of her termination during a reduction-in-force.

Firm Role: Defendant's Counsel

Representation of global investment bank under its alternative dispute resolution program regarding a dispute with a former employee claiming pregnancy and gender discrimination arising out of her termination during a reduction-in-force.

Representation of Goldman Sachs & Co. in a $923 million public offering of Ordinary Shares of AMVESCAP PLC

Firm Role: Underwriter's Counsel

We represented Goldman Sachs & Co. as Global Coordinator in the $923 million underwritten public offering of Ordinary Shares and ADRs of AMVESCAP PLC.

Representation of GraceKennedy Limited in the sale of a 25% stake in GraceKennedy Money Services Caribbean SRL

Firm Role: Joint Venture Partner's Counsel

The firm represented GraceKennedy Limited in the sale of a 25% stake in GraceKennedy Money Services Caribbean SRL, the parent company for the GraceKennedy group’s remittance, cambio and bill payments companies in the Caribbean region, to Western Union. Based in Kingston, Jamaica, GraceKennedy’s operations include banking, insurance and other financial services, money transfer, bill payment and currency trading services, as well as food processing, retail and distribution businesses.

Representation of Gratis1, Inc. in venture capital financings

Client: Gratis1, Inc.
Firm Role: Company Counsel

We represented Gratis1, Inc. in venture capital financings.

Representation of Greenbriar Equity Group LLC in connection with an equity investment in Pittsburgh-based Genco Distribution System, Inc. that provided financing for Genco's acquisition of ATC Technology Corporation

Firm Role: Buyer's Counsel

Hughes Hubbard represented Greenbriar Equity Group LLC in connection with an equity investment in Pittsburgh-based Genco Distribution System, Inc. that provided financing for Genco’s acquisition of ATC Technology Corporation.  Genco and ATC are complementary businesses which provide logistics services for consumer electronics and provide the automotive industry with remanufacturing and logistics services. 

Representation of Greenbriar Equity Group LLC in its acquisition of Stag-Parkway, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Greenbriar Equity Group LLC in its acquisition of Stag-Parkway, Inc., a wholesale distributor of RV parts and accessories based in Atlanta, and in connection with the secured term loan facility with Allied Capital Corporation to fund such acquisition.  Hughes Hubbard also represented Stag-Parkway in connection with its secured revolving credit facility with Bank of America, N.A. for working capital.

Representation of Greenbriar Equity Group LLC in its acquisitions of Western Peterbilt, Inc. and Western Truck Parts and Equipment Company

Firm Role: Buyer's Counsel

Hughes Hubbard represented Greenbriar Equity Group LLC in its acquisitions of control over Western Peterbilt, Inc. and Western Truck Parts and Equipment Company.   The two companies are together known as WPI, a leading operator of heavy-duty truck dealerships in the Pacific Northwest.  Greenbriar acquired the majority stakes from the companies' chairman and chief executive officer, both of whom remain major investors. Hughes Hubbard's representation included assisting Greenbriar with its term loan and revolving credit facility with HSH Nordbank AG to fund such acquisition.

Representation of Groupe Basaltes in its sale to a leading Spanish explosive manufacturer of a minority stake in a subsidiary

Firm Role: Seller's Counsel

The Firm represented Groupe Basaltes, a leading French group in the explosives sector, in its sale to a leading Spanish explosive manufacturer, Union de Explosivos Espanoles, of a minority stake in its subsidiary, Explosifs Sèvres Atlantique.

Representation of Grupo Elektra in connection with the renewal of its contract with Western Union

Client: Grupo Elektra, S.A. de C.V.
Firm Role: Company Counsel

Hughes Hubbard represented Grupo Elektra in the renewal of its contract with Western Union. Pursuant to the agreement, Western Union will pay the Mexico City-based company a signing bonus of US $50 million, plus an advance of its commission fees of US $140 million. Elektra is a specialty retailer that is among the top three agents in the world for Western Union money transfers. Last year, Elektra paid out 70 percent of Western Union money transfers to Mexico, a market that totaled over US $19 billion in transfers.

Representation of Grupo Elektra, S.A. de C.V. in expanding its international money transfer services

Firm Role: Company Counsel

Hughes Hubbard & Reed represented Grupo Elektra, S.A. de C.V., a Mexican specialty retailer and consumer credit company, in expanding its international money transfer services.

Representation of Grupo Mexicano de Desarrollo, S.A. in its initial public offering of American Depositary Receipts and listing on the New York Stock Exchange

Client: Grupo Mexicano de Desarrollo, S.A.
Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Grupo Mexicano de Desarrollo, S.A., a Mexican infrastructure construction company, in its initial public offering of American Depositary Receipts and listing on the New York Stock Exchange, its follow-on pre-emptive rights offering, and its private offering of High-Yield Notes, as well as the financial restructuring of such Notes through an exchange offer.

Representation of Grupo Rancho Verde Corp. in the proposed development of eco-tourism resorts in the Dominican Republic

Client: Grupo Rancho Verde Corp.
Firm Role: Company Counsel

Hughes Hubbard represented Grupo Rancho Verde Corp. in the proposed development of eco-tourism resorts in the Dominican Republic.

Representation of Guggenheim Corporate Funding, LLC and Plainfield Asset Management LLC in a $85.5 Million bridge loan to the Snoqualmie Tribe of Washington for a new casino

Client: Guggenheim Corporate Funding LLC
Firm Role: Lender's Counsel

Hughes Hubbard represented New York-based Guggenheim Corporate Funding LLC and Plainfield Asset Management LLC in making an $85.5 million loan to the Snoqualmie Tribe of Washington for a new casino. The project calls for a 170,000-square-foot casino, the closest tribal-gaming center to Seattle. It marks one of the most significant examples of hedge-fund financing for a tribal casino, a relatively new phenomenon, and is also one of the rare instances in which the Federal Government has taken land into trust for gaming purposes. The U.S. Bureau of Indian Affairs approved the Snoqualmie’s application after a five-year wait.

Representation of Hamilton Lane LLC in the French law aspects of a joint venture

Firm Role: Joint Venture Partner's Counsel

The Firm represented Hamilton Lane LLC, a U.S. private equity specialist, in the French law aspects of its joint venture with the French bank, Credit Lyonnais.

Representation of Harza Engineering in its merger with Montgomery Watson

Client: Harza Engineering
Firm Role: Company Counsel

We represented Harza Engineering Company, a consulting engineering firm specializing in the development of water, energy and land resources, in its merger with Montgomery Watson, Inc., one of the largest professional engineering firms in the United States.

Representation of Hasbro in connection with a virtual reality project

Client: Hasbro, Inc.
Firm Role: Company Counsel

We represented Hasbro, Inc. in connection with technology development and licenses for a proposed virtual reality video game platform, including hardware design and development, security and authentication systems, processor and ASIC development, operating system and game software development manufacture and related intellectual property and products liability issues.

Representation of HBO Latin America in entering into various content distribution and software development agreements throughout the region

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard & Reed represented HBO Latin America in entering into various content distribution and software development agreements throughout the region.

Representation of Hema Care Corporation, a publicly traded blood services company, in its corporate, securities and real estate work

Hughes Hubbard represented Hema Care Corporation, a publicly traded blood services company, in its corporate, securities and real estate work

Representation of Hema Care Corporation, a publicly traded blood services company, in its corporate, securities and real estate work

Hughes Hubbard represented Hema Care Corporation, a publicly traded blood services company, in its corporate, securities and real estate work

Representation of Hermes Investment Management in connection with the launch of its commodity fund

Client: Hermes Investment Management
Firm Role: Company Counsel

Hughes Hubbard acted as counsel to London-based Hermes Investment Management in connection with the launch of its commodity fund, whose investments consist exclusively of U.S. exchange-traded commodities and commodity-related derivative products. The firm advised on the U.S. securities regulatory aspect of the fund launch, interests in which are available for sale to a limited number of U.S. institutional investors on a private placement basis, as well as advising on the available exemptions from registration for the investment advisor as a commodity pool operator under the Commodities Exchange Act. Hermes is an independent fund manager owned by BT Pension Scheme (BTPS), one of the largest pension fund managers in the U.K. Hermes invests funds on behalf of around 200 clients including pension funds, insurance companies, government entities and financial institutions, as well as charities and endowments, with its largest client being the BT Pension Scheme.

Representation of HgCapital Verwaltungs GmbH in connection with the acquisition of Automotive Products (USA) Inc.

Client: HgCapital Verwaltungs GmbH
Firm Role: Buyer's Counsel

Hughes Hubbard & Reed LLP represented HgCapital Verwaltungs GmbH, a major investor in the European private equity market,  and FTE Automotive GmbH, one of the companies in HgCapital’s portfolio and a world-leading brake and clutch manufacturer, in FTE’s acquisition of Automotive Products (USA) Inc., a major US clutch manufacturer and indirect subsidiary of Automotive Products International Ltd.

Representation of Hilton International Co. in the $27 million international development of co-branded, all-inclusive Caribbean resorts

Firm Role: Company Counsel

Hughes Hubbard represented Hilton International Co. in the $27 million international development of co-branded, all-inclusive Caribbean resorts known as "Coral by Hilton All-Inclusive Resorts".

Representation of Hilton International in the establishment of a joint venture for the development of all-inclusive hotels in the Caribbean

Client: Hilton International
Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard & Reed represented Hilton International in the establishment of a joint venture for the development of all-inclusive hotels in the Caribbean.

Representation of Hino Motors Co., Ltd. in connection with the corporate restructuring of its U.S. operations

Firm Role: Company Counsel

Hughes Hubbard assisted Hino Motors Co., Ltd. in the corporate restructuring of its U.S. operations to accommodate an investment in an auto parts manufacturing facilities in California and with labor and corporate matters in establishing a factory in Arkansas.  Hughes Hubbard continues to assist Hino Motors its cross border transactions and various U.S. operations.

Representation of Holmes Place Plc in the sale of a multisports center

Client: Holmes Place Plc
Firm Role: Seller's Counsel

The Firm represented Holmes Place Plc, an international health and fitness facility developer, in a sale to K/S Veigy of a multisports center in Veigy, France.

Representation of Honeywell International in the sale of worldwide automotive assets

Client: Honeywell International Inc.
Firm Role: Seller's Counsel

We represented Honeywell International in the $1.5 billion sale of automotive assets to Robert Bosch GmbH.  The transaction involved the disposition of various interests located in the United States and countries throughout Europe, Latin America and Asia.

Representation of Honeywell International Inc. in the sale of two electronic materials businesses

Client: Honeywell International Inc.
Firm Role: Seller's Counsel

We represented Honeywell International Inc. in the sale of two of its electronic materials businesses to a Canadian purchaser.

Representation of Hornblower Fischer in the development of agreements for on-line trading

Client: Hornblower Fischer & Company
Firm Role: Broker's Counsel

We represented Hornblower Fischer & Company, a futures commission merchant and broker-dealer, in the development of agreements for the on-line trading of commodity products.

Representation of hotel/casino developer/operator in land assemblage, development, financing and leasing

Firm Role: Developer's Counsel

We represented a hotel/casino developer/operator in land assemblage, development, financing and leasing retail and entertainment component of $950 million hotel/casino project in Las Vegas.

Representation of hotel/casino developer/operator in negotiating joint ventures

Firm Role: Developer's Counsel

We represented a hotel/casino developer/operator in negotiating joint ventures for development of a casino in Detroit and a proposed riverboat casino in Louisiana.

Representation of hotel/casino owner/operator in restructuring high-yield bond debt

Firm Role: Owner's Counsel

We represented a hotel/casino owner/operator in restructuring and refinancing high-yield bond debt encumbering a chain of hotels/casinos in Las Vegas, Reno and Mississippi.

Representation of HSBC and Societe Generale as global coordinators in an export prepayment facility and revolving credit facility.

Firm Role: Lender's Counsel

Hughes Hubbard represented HSBC and Société Générale as global coordinators leading a group of 20 banks, The Bank of Tokyo-Mitsubishi, N.A. as administrative agent and Union Bank, N.A. as collateral agent, in an export prepayment facility and a revolving credit facility for an aggregate amount of $2.65 billion for several subsidiaries of Votorantim Participações S.A.

Representation of HUD in connection with the sale of single family mortgage loans

Client: Department of Housing and Urban Development (HUD)
Firm Role: Seller's Counsel

On behalf of the Department of Housing and Urban Development (HUD), we handled the sale of approximately $500 million of single family mortgage loans to Salomon Smith Barney and other similar sales in prior years.

Representation of Hughes Hubbard recently represented Union Bank, N.A., as agent and a lead arranger, in a $175 million senior unsecured term loan facility for Pinnacle West Capital Corporation.

Hughes Hubbard recently represented Union Bank, N.A., as agent and a lead arranger, in a $175 million senior unsecured term loan facility for Pinnacle West Capital Corporation (“Pinnacle West”).  Headquartered in Phoenix, Pinnacle West is the public utility holding company of Arizona Public Service Company (“APS”), an electric utility.   

Representation of HVB and Calyon Bank in a commercial paper program for Banco Continental de Panama S.A.

Client: Calyon Bank
Firm Role: Lender's Counsel

Hughes Hubbard & Reed represented HVB as agent and Calyon Bank as letter of credit issuer in a commercial paper program for Banco Continental de Panama S.A.

Representation of ING Bank N.V. in connection with a Note Purchase Facility Agreement for the Royal Bank of Trinidad and Tobago

Client: ING Bank N.V.
Firm Role: Agent's Counsel

The Firm served as special New York Counsel to ING Bank N.V., as Documentation Agent and Joint Lead Arranger, and ING Capital LLC, as Administrative Agent, in connection with the completion of a $200 million Note Purchase Facility Agreement for RBTT Finance Limited supported by a guarantee from RBTT Bank Limited, and the subsequent issuance of the first series of notes under such Note Purchase Facility Agreement in the aggregate principal amount of $46 million.

Representation of Ingalls & Snyder in broker/dealer and investment advisory matters

Client: Ingalls & Snyder
Firm Role: Broker/Dealer's Counsel

We represented Ingalls & Snyder in various broker/dealer and investment advisory matters, including securities law matters, organization of hedge funds, advisory services to registered mutual funds and NYSE and NASD regulation.

Representation of Ingenierie Technique Industrielle in a restructuring operation

Client: Ingenierie Technique Industrielle
Firm Role: Seller's Counsel

The Firm represented Ingenierie Technique Industrielle (ITI) in a restructuring operation involving the sale of its automobile engineering branch to ABB.

Representation of Insurance Company in researching and developing captive insurance companies on Indian land.

Firm Role: Company Counsel

Representation of Insurance Company in researching and developing captive insurance companies on Indian land.

Representation of integrated graphic communications services company in the sale of the assets of one of its divisions.

Firm Role: Seller's Counsel

Representation of integrated graphic communications services company in the sale of the assets of one of its divisions.

Representation of Interbolsa S.A. in connection with its over-the-counter American Depositary Receipts program.

Firm Role: Issuer's Counsel

Hughes Hubbard represented Colombian securities broker Interbolsa S.A. in connection with its over-the-counter American Depositary Receipts program. The program allows U.S. investors to purchase ADRs representing shares of the company on over-the-counter electronic markets in New York. The Bank of New York Mellon serves as depositary bank for the transactions. 

Representation of Interconexión Electrica S.A. in the bankruptcy proceedings of a global telecommunications company

Firm Role: Company Counsel

Hughes Hubbard & Reed represented Interconexión Electrica S.A., a Colombian public utility, in the bankruptcy proceedings of a global telecommunications company.

Representation of Interconexion Electrica S.A.-E.S.P. in a construction and maintenance agreement for a fiber optic network

Client: Interconexion Electrica S.A.-E.S.P.
Firm Role: Company Counsel

We represented Interconexion Electrica S.A.-E.S.P., a Colombian public services company, as builder in a construction and maintenance agreement with respect to the construction of a fiber optic network in Colombia.

Representation of Intesa Sanpaolo Bank and a syndicate of ten other international banks in providing term loan financing to Banco del Desarrollo in Santiago, Chile

Firm Role: Lender's Counsel

Hughes Hubbard advised the New York branch of Turin-based Sanpaolo IMI Bank and a syndicate of ten other international banks in providing term loan financing to Banco del Desarrollo in Santiago, Chile. The borrower is active in lending to small and medium-sized companies, and its shareholders include a local financial investment company, Credit Agricole, Sanpaolo IMI and the Inter-American Investment Corporation. Sanpaolo IMI is the result of the merger between Instituto Bancario San Paolo di Torino, Italy’s largest retail bank, and Instituto Mobiliare Italiano (Italian Securities Institute), an investment bank and mutual fund manager. It was a principal sponsor of the 2006 Winter Olympics held in its hometown.

Representation of Isetan Company Limited in the sale of 660 Madison Avenue

Firm Role: Seller's Counsel

Hughes Hubbard’s real estate attorneys represented a subsidiary of major Japanese retailer Isetan Company Limited in the sale of the luxury office condominium unit in 660 Madison Avenue, located above the Barneys’ New York retail store, to a joint venture of Brickman Associates and Rockwood Capital Corporation.

Representation of Isetan Company Limited in the sale of three properties occupied by Barneys' retail stores

Firm Role: Seller's Counsel

Hughes Hubbard’s real estate attorneys represented subsidiaries of major Japanese retailer Isetan Company Limited in the sale of three prestigious properties occupied by Barneys’ retail stores, located in the most exclusive shopping districts in the country -- New York City’s Madison Avenue District, Chicago’s Magnificent Mile and Beverly Hills’ Golden Triangle.  These properties comprised a complex ownership structure, involving condominium, fee and long term leasehold interests, and totaled approximately 500,000 square feet.  This real estate deal was described in a column in The New York Law Journal as happening at an unusually fast pace.  Normally, transactions of this type take 60 to 90 days to complete.  This one closed in 32 days.

Representation of Ito En, Ltd. in connection with its global launch

Firm Role: Company Counsel

As part of Ito En, Ltd.'s global launch, we are handling all aspects of its new U.S. subsidiary, Ito En (North America) Inc.  Ito En has established a flagship store on Madison Avenue, which includes an elegant Japanese restaurant, and its bottled green tea products are currently sold through several ORIGINS stores in New York.  In addition, Ito En has acquired another restaurant called Danguri which is frequented by many celebrities and in connection with which acquisition Hughes Hubbard was involved.

Representation of Itoh Denki in connection with establishing form sales documentation and contract negotiations

Firm Role: Company Counsel

Hughes Hubbard represented Itoh Denki, a Japanese OEM manufacturer of electric motors and systems components, in establishing form sales documentation and contract negotiations with numerous third parties.

Representation of J.P. Morgan Global Securities, Inc., Citigroup Global Markets Inc. and Banc of America Securities LLC in a 144A private placement for Viacom

Firm Role: Underwriter's Counsel

Hughes Hubbard acted as sole counsel to underwriters J.P. Morgan Global Securities Inc., Citigroup Global Markets Inc. and Banc of America Securities LLC in a 144A private placement of three tranches of senior notes and debentures totaling $4.75 billion issued by Viacom, Inc.

Representation of John Varvatos in the formation of a partnership with VF Corporation

Client: John Varvatos
Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented John Varvatos, a leading designer of luxury men’s and women’s clothing, in the formation of a partnership with VF Corporation, a global branded apparel company.

Representation of Jones Media, Inc. in its purchase of three newspapers

Firm Role: Buyer's Counsel

The Firm represented Jones Media, Inc. in its purchase of three newspapers circulated in North Carolina, "The Watauga Democrat," "The Avery Journal," and "The Blowing Rocket."  The Firm also represented Jones Media in obtaining related senior debt financing from The Bank of New York in the form of a secured revolving credit and term loan facility. 

Representation of JP Morgan Securities Inc. in a $230 million financing for the Agua Caliente Band of Cahuilla Indians

Firm Role: Underwriter's Counsel

Hughes Hubbard represented JP Morgan Securities Inc. in a $230 million financing for the Agua Caliente Band of Cahuilla Indians. The Agua Caliente Band owns and operates two casinos in California: the Spa Resort Casino in Palm Springs and the Agua Caliente Casino near Rancho Mirage. This offering was made through JP Morgan Securities, as placement agent. It consisted of $125 million of 6.08% senior secured notes due 2016 and $105 million of 6.51% senior secured notes due 2021. Proceeds from the financing will be used to construct and furnish a new hotel adjacent to the Agua Caliente Casino and for repayment of senior debt.

Representation of JP Morgan for $170,000,000 follow-up issuances of investment grade notes by the Agua Caliente Band of Cahuilla Indians.

Firm Role: Underwriter's Counsel

Representation of JP Morgan for $170,000,000 follow-up issuances of investment grade notes by the Agua Caliente Band of Cahuilla Indians.

Representation of JPMorgan and Merrill Lynch & Co. in a $200 million public offering of 8,000,000 Depositary Shares, each representing 1/10th of a share of 7.55% Noncumulative Preferred Stock, Series A, of Southern Union Company

Client: JPMorgan
Firm Role: Underwriter's Counsel

Hughes Hubbard represented JPMorgan and Merrill Lynch & Co. as joint book-running managers, together with the other underwriters Wachovia Securities, A.G. Edwards & Sons, Inc., Stifel, Nicolaus & Company, Credit Lyonnais Securities (USA) and KBC Financial Products, in a $200 million public offering of 8,000,000 Depositary Shares, each representing 1/10^th of a share of 7.55% Noncumulative Preferred Stock, Series A, of Southern Union Company. 

Representation of JPMorgan Chase Bank in connection with a $3 billion multi-currency revolving credit facility for Viacom Inc.

Firm Role: Arranger's Counsel

The Firm represented JPMorgan Chase Bank, as lead arranger and administrative agent, in connection with a $3.0 billion multi-currency revolving credit facility for Viacom Inc. and an amendment to an existing Viacom $1.5 billion revolving credit facility.

Representation of JPMorgan Chase Bank in connection with the separation of Viacom Inc. into two publicly-traded companies

Firm Role: Agent's Counsel

Hughes Hubbard represented JPMorgan Chase Bank, N.A. and Citibank, N.A. as lead arrangers and agents for the $12.25 billion in financing provided in connection with the separation of Viacom Inc. into two publicly-traded companies. The financing was in the form of three syndicated credit facilities: a $3 billion five-year revolving credit agreement for Viacom Inc. (which was renamed CBS Corporation), a $6 billion bridge term loan credit agreement for New Viacom Corp. (which was renamed Viacom Inc.) and a $3.25 billion five-year revolving credit agreement for New Viacom Corp. There were over 25 banks included in the syndicate that provided the credit facilities. CBS Corp. is comprised of CBS Television Network, UPN, CBS Radio, Viacom Outdoor, Viacom Television Stations Group, Paramount Television, King World, Simon & Schuster, Showtime and Paramount Parks. Viacom Inc. includes MTV Networks (MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land and many other networks around the world), BET, Paramount Pictures, Paramount Home Entertainment and Famous Music.

Representation of JPMorgan Chase Bank under a $1.8 billion revolving credit facility for Viacom Inc.

Firm Role: Arranger's Counsel

We represented JPMorgan Chase Bank, as lead arranger and administrative agent, under a $1.8 billion revolving credit facility for Viacom Inc.

Representation of Jugos del Valle, S.A. de C.V. in entering into a syndicated secured term loan financing and in establishing a commercial paper program

Firm Role: Borrower's Counsel

Hughes Hubbard & Reed represented Jugos del Valle, S.A. de C.V., a leading Mexican juice company, in entering into a syndicated secured term loan financing and in establishing a commercial paper program.

Representation of JUN in establishing its U.S. originated operations

Firm Role: Company Counsel

Hughes Hubbard continues to represent JUN in establishing its U.S. originated operations involving a new brand name, United Bamboo.  JUN is a Japanese apparel manufacturer with annual sales of $700 million.

Representation of KAMCO in a JV-AMC Program transaction with Colony Capital

Client: Korea Asset Management Corporation
Firm Role: Company Counsel

The Firm represents Korea Asset Management Corporation (KAMCO) in innovative sales of non-performing loans and in forming structures with international investors to manage these loans.  We were among the first U.S. law firms in Asia to handle these types of transactions, and the documents we developed are now being used by other financial institutions.  Our recent legal work for KAMCO includes a joint venture-asset management company (“JV-AMC”) program transaction with Colony Capital, in which joint venture vehicles were created for the management and disposition of non-performing loans.  These special purpose entities were financed by means of a securitization under the Korean Asset-Backed Securities Law.

Representation of KAMCO in NPL sales, including the sale of Hanbo Iron & Steel Co., Ltd.

Client: Korea Asset Management Corporation
Firm Role: Seller's Counsel

The Firm has represented Korea Asset Management Corporation (KAMCO) in innovative sales of non-performing loans and in forming structures with international investors to manage these loans.  We were among the first U.S. law firms in Asia to handle these types of transactions, and the documents we developed are now being used by other financial institutions.  Our recent legal work for KAMCO also includes the sale of Hanbo Iron & Steel Co., Ltd. through an international auction process.  We gave advice on the structure of the bidding procedures, as well as on the terms and conditions for the sale designed to maximize the protection afforded to Hanbo.  This sale was ultimately not consummated.

Representation of KAMCO in the formation of a consortium for the development of computer programs for tracking distressed assets in Asian countries

Client: KAMCO
Firm Role: Joint Venture Partner's Counsel

The Firm represents Korea Asset Management Corporation (KAMCO) in innovative sales of non-performing loans and structures with international investors to manage these loans.  Our work for KAMCO has included the formation of a consortium for the development, marketing, installation and licensing of certain proprietary computer programs for tracking distressed assets targeting governmental agencies in Asian countries including China and Thailand.

Representation of Kayne Anderson in the acquisition of Day Runner, Inc.

Firm Role: Buyer's Counsel

Our Los Angeles attorneys represented Kayne Anderson Investment Management in the formation of a joint venture for the acquisition of Day Runner, Inc., makers of organizers and calendars, and the subsequent multi-stage acquisition, which represented one of the few recent short form mergers of a publicly-held entity subject to SEC Rule 13e-3.

Representation of Kenner & Co., Inc. in its acquisition of Atrium Corp. through a chapter 11 reorganization plan

Firm Role: Buyer's Counsel

Hughes Hubbard represented Kenner & Co., Inc. in its acquisition of Atrium Corp. through a chapter 11 reorganization plan. Atrium manufactures windows and doors and sells its products to builders, contractors and distributors in the residential construction sector.  Kenner, the existing equityholder of Atrium, partnered with Golden Gate Private Equity Inc., to act as plan investor for a new value plan pursuant to which Kenner and Golden Gate committed $169.2 million in new equity in exchange for 92.5% of the stock in the reorganized Atrium.

Representation of Kenner & Company, Inc. as securities and borrower's counsel in the company's acquisition of the Dynacast busienss of Melrose PLC.

Firm Role: Issuer's Counsel

Representing Kenner & Company, Inc., Hughes Hubbard served as the securities and borrower's counsel in the company's $590 million acquisition of the Dynacast business of Melrose LPC.  Kenner, a New York-based private equity firm, together with Izurium Capital Management and a number of other institutional investors, purchased Dynacast.

Representation of Kentucky Fried Chicken and Pizza Hut in the development of new restaurants

Client: Kentucky Fried Chicken
Firm Role: Buyer's Counsel

The Firm represented Kentucky Fried Chicken and Pizza Hut in the development of new restaurants in various locations in France.

Representation of KeyBank for $17,000,000 bank credit facility for a Northeast Indian nation.

Firm Role: Bank Counsel

Representation of KeyBank for $17,000,000 bank credit facility for a Northeast Indian nation.

Representation of K-I Chemical U.S.A. Inc. on joint venturing, contract and corporate matters

Firm Role: Joint Venture Partner's Counsel

We represented K-I Chemical U.S.A. Inc., a joint venture of Kumiai Chemical and Ihara Chemical in the agri-chemical field, on joint venture, contract and corporate matters including the acquisition of a testing facility in the U.S., a research and development venture and various commercial arrangements.

Representation of Knight Ridder in Acquisition of Duluth Area Community Newspapers

Firm Role: Buyer's Counsel

Hughes Hubbard represented Knight Ridder in the acquisition of the assets of four community newspapers and three shopper publications previously owned by Superior Publishing Corporation, through its wholly owned subsidiary Murphy McGinnis Media, Inc., and several of its affiliates.  The acquired newspapers include the (Duluth) Budgeteer News, The (Cloquet) Pine Journal, The Daily Telegram in Superior, Wis., and the Lake County News-Chronicle in Two Harbors, Minn. The purchase also includes the Manney’s Shopper zones in Superior, Cloquet and Two Harbors.

Representation of Knight-Ridder, Inc. in a variety of merger and non-merger related antitrust matters

Client: Knight-Ridder, Inc.
Firm Role: Company Counsel

We represented Knight-Ridder, Inc. and other newspaper and media companies in a variety of merger and non-merger related antitrust matters, including newspaper mergers, joint operating agreement questions and formation of joint ventures, including Careerpath.com.

Representation of Korea Deposit Insurance Corporation and Seoul Bank in their sales of non-performing loan assets

Firm Role: Seller's Counsel

We represented Korea Deposit Insurance Corporation and Seoul Bank in their sales of non-performing loan assets to international investors including GE Capital, Merrill Lynch and Lone Star.

Representation of Korea First Bank of New York and Korea First Bank, New York Agency, in connection with complex U.S. bank regulatory matters

Client: Korea First Bank
Firm Role: Company Counsel

We represented Korea First Bank of New York and Korea First Bank, New York Agency, in connection with complex U.S. bank regulatory matters and investigations requested by the New York State Banking Department and the Federal Deposit Insurance Corporation.

Representation of Korea Security Finance Corporation in connection with supporting the Korean securities market

Client: Korean Security Finance Corporation
Firm Role: Company Counsel

We are advising Korean Security Finance Corporation, a major corporation owned by the Korean government, to provide financing necessary to support the Korean securities market.

Representation of Kuwait Finance House in the formation of an off-shore real estate investment fund

Client: Kuwait Finance House
Firm Role: Agent's Counsel

Our real estate attorneys represented Kuwait Finance House as placement agent and Citibank, N.A. as real estate investment advisor in the formation of an off-shore real estate investment fund, including the creation and closing of various operating joint ventures.  We have assisted this fund in acquiring about a dozen multi-family apartment complexes in Arizona, North Carolina, Florida, Texas and Georgia.

Representation of Laporte in its sale of certain divisions to KKR

Client: Laporte plc
Firm Role: Seller's Counsel

Hughes Hubbard represented chemical company Laporte plc in the U.S. legal aspects of its approximately $1.15 billion sale of approximately half of its businesses to Kohlberg Kravis Roberts & Co.  The businesses included pigments and additives, formulated products and compounds and electronics divisions.

Representation of Laporte plc in an auction sale of a chemical company

Client: Laporte plc
Firm Role: Seller's Counsel

We represented Laporte plc in an auction sale of a Chilean chemical company.

Representation of Laporte plc in its divestiture of a French specialty chemicals manufacturer

Firm Role: Seller's Counsel

The Firm represented Laporte plc in its divestiture of a French specialty chemicals manufacturer, La Mesta Chimie Fine.

Representation of Las Vegas gaming company in negotiation of a proposed management contract with an Indian nation

Firm Role: Company Counsel

Representation of Las Vegas gaming company in negotiation of a proposed management contract with an Indian nation.

Representation of Le Monde in its domestic and international expansion and development efforts

Client: Le Monde
Firm Role: Company Counsel

The Firm represented the on-line edition of Le Monde, a leading French newspaper, in its domestic and international expansion and development efforts.

Representation of Lehman Brothers in offering of Anadarko Petroleum Corporation ZYP-CODES

Firm Role: Underwriter's Counsel

The Firm represented Lehman Brothers in a $650 million offering of Anadarko Petroleum Corporation under Rule 144A and Regulation S.  This offering was in the form of Zero Yield Puttable Contingent Debt Securities (“ZYP-CODES”) due 2021.  As no interest is paid on these securities, their major value is the right to convert into shares of Anadarko common stock at a premium over the price at which the shares traded at closing.

Representation of Lehr Construction Corp. in connection with a contract to renovate three floors at Revlon's Park Avenue headquarters

Client: Lehr Construction Corp.
Firm Role: Company Counsel

Hughes Hubbard represented Lehr Construction Corp. in connection with a contract to renovate three floors at Revlon's Park Avenue headquarters.

Representation of Lehr Construction Corp. in connection with construction property

Client: Lehr Construction Corp.
Firm Role: Contractor's Counsel

Hughes Hubbard's real estate attorneys represented Lehr Construction Corp. in connection with construction property for, among others, Skadden Arps and Ernst & Young in two of the largest interior construction projects in New York City for over 2 million square feet of new construction.

Representation of LG Electronics in connection with the sale of its 50% equity interest in LG LCD

Firm Role: Seller's Counsel

We represented LG Electronics in connection with the sale of its 50% equity interest in LG LCD for $1.6 billion in cash to Philips, one of the world leaders in the consumer electronics industry.

Representation of Loews Corporation affiliates as hotel owner, operator, and creditor in the Lake at Las Vegas chapter 11 cases

Hughes Hubbard represented Loews Corporation affiliates as hotel owner, operator, and creditor in the Lake at Las Vegas chapter 11 cases.

Representation of Loews Hotel in connection with the development and operation of the Miami Beach Convention Center Hotel

Firm Role: Developer's Counsel

Hughes Hubbard represented Loews Hotels in connection with the development and operation, through a public/private partnership with the City of Miami Beach, of the 800-room Miami Beach Convention Center Hotel.  Our work included securing a loan from German American Capital Corporation and preparing the ancillary agreements relating to the sale of the loan into a mortgage backed securities pool.

Representation of Loews Hotels Holding Corporation in three separate, but related transactions for the purpose of developing upper up-scale and luxury hotels

Client: Loews Hotels
Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Loews Hotels Holding Corporation in three separate, but related transactions. First, Loews Hotels Holding Corporation partnered with a third party investor to form a joint venture intended to acquire and develop upper up-scale and luxury hotels. Hughes Hubbard then went on to represent the joint venture in its acquisition of the Loews Lake Las Vegas Resort. The acquisition of the hotel was financed through a commercial mortgage-backed securitized loan from Deutsche Bank affiliate, German American Capital Corporation.

Representation of Loews Hotels in a joint venture with Universal Studios and the Rank Organization to operate themed resort hotels

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Loews Hotels in a joint venture with Universal Studios and the Rank Organization to develop and operate three themed resort hotels and related amenities at Universal Studios Florida and a related credit facility.

Representation of Loews Hotels in the negotiation of a management agreement for the Loews Beverly Hills Hotel

Firm Role: Company Counsel

Hughes Hubbard represented Loews Hotels in the negotiation of a management agreement pursuant to which Loews operates and manages the Loews Beverly Hills Hotel in Los Angeles, California.

Representation of Loews Hotels in the negotiation of a management contract pursuant to which Loews operates and manages the Don CeSar Beach Resort

Firm Role: Company Counsel

Hughes Hubbard represented Loews Hotels in the negotiation of a management contract pursuant to which Loews operates and manages the historic Don CeSar Beach Resort, a Loews Hotel, and the Beach House Suites by Don CeSar in St. Pete Beach, Florida.  We also represented Loews Hotels in its acquisition of an interest in the partnership that owns these two properties, which includes subsidiaries of CIGNA.

Representation of Loews Hotels in the sale of its New York City Metropolitan Hotel

Client: Loews Hotels
Firm Role: Seller's Counsel

We represented Loews Hotels in the sale and purchase money secured financing of the Metropolitan Hotel for in excess of $100 million.  The 722 - room hotel, the 20th largest in Manhattan, formerly known as the Loews New York and the Summit, was sold to an investment partnership lead by Goldman Sachs that included Highgate Holdings and Oxford Lodging. The transaction was structured as a tax deferred exchange and included mezzanine financing.  

Representation of major defense contractor in an action alleging that one of its competitors misappropriated trade secrets and proprietary information. The competitor counterclaimed, and we prevailed in dismissing the counterclaims.

Firm Role: Plaintiff’s Counsel

Representation of major defense contractor in an action alleging that one of its competitors misappropriated trade secrets and proprietary information.  The competitor counterclaimed, and we prevailed in dismissing the counterclaims.

Representation of major defense contractor in unfair competition lawsuit alleging theft of trade secrets.

Firm Role: Defendant's Counsel

Representation of major defense contractor in unfair competition lawsuit alleging theft of trade secrets.

Representation of major forest products manufacturer in post-closing FTC investigation

Client: Confidential Client
Firm Role: Company Counsel

We represented a major forest products manufacturer in a post-closing FTC investigation of a joint venture with a competitor.

Representation of major professional services firm in an equity derivative transaction

Client: Confidential Client
Firm Role: Company Counsel

We represented a major professional services firm in an equity derivative transaction to provide a collar on its exposure to share price fluctuations in shares held as a portfolio investment.

Representation of major Spanish real estate company in connection with Miami acquisition

Client: TESTA Immuebles en Renta, S.A.
Firm Role: Buyer's Counsel

Hughes Hubbard represented TESTA Immuebles en Renta, S.A., a major Spanish real estate company, in connection with its acquisition of the Barclays Financial Center Building in Brickell Avenue, Miami.

Representation of major U.S. airline in an interest rate swap transaction

Client: Confidential Client
Firm Role: Company Counsel

We represented a major U.S. airline in an interest rate swap transaction designed to fix interest rate exposure on debt.

Representation of Mandalay Bay Resorts in the negotiation of restaurant and retail leases

Firm Role: Licensee's Counsel

We represented Mandalay Bay Resorts, formerly Circus Circus Enterprises, Inc., in connection with the negotiation of a number of restaurant and retail leases, including China Grill, Rumjungle and House of Blues.  We also assisted with the trademark licensing for the themed restaurant "Rumjungle" located in the Mandalay Bay hotel/casino complex as part of a joint venture between Mandalay Bay Resorts and China Grill, Inc. for the development and leasing of the Rumjungle restaurant and night-club.

Representation of Mavesa S.A. in its private offering of American Depositary Receipts in accordance with Rule 144A

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Mavesa S.A., a Venezuelan consumer products company, in its private offering of American Depositary Receipts in accordance with Rule 144A, and subsequent exchange offer to list its ADRs on the New York Stock Exchange.

Representation of MCI WorldCom on telecommunications regulations

Client: MCI WorldCom
Firm Role: Company Counsel

The Firm advised MCI WorldCom on telecommunications regulations in France and Morocco.

Representation of Medco Containment Services, a sbusidiary of Merck & Co., Inc. in the development of an innovative program to assist physicians with prescription decisions.

Client: Medco Containment Services

Hughes Hubbard represented Medco Containment Services, a sbusidiary of Merck & Co., Inc. in the development of an innovative program to assist physicians with prescription decisions.

Representation of MediaNews Group in connection with commodity swap agreements and creditor claims in chapter 11 cases

Hughes Hubbard represented MediaNews Group in connection with commodity swap agreements and creditor claims in chapter 11 cases of Enron, Kmart, and Mirant.

Representation of MediaNews Group in its billion-dollar deal with The McClatchy Company and Hearst

Firm Role: Buyer's Counsel

Representation of MediaNews Group in its billion-dollar deal with The McClatchy Company and Hearst by which, among other things, it acquired four newspapers formerly owned by Knight-Ridder in conjunction with McClatchy’s takeover of Knight-Ridder. Denver-based MediaNews and Hearst, of New York, paid McClatchy $1 billion for the San Jose Mercury News, Contra Costa Times, The Monterey Herald and the St. Paul Pioneer Press. Separately, Hearst contributed the Herald and Pioneer Press to MediaNews in return for an equity investment in the non-San Francisco Bay Area assets of MediaNews.

Representation of MediaNews Group in the acquisition of The Salt Lake City Tribune

Client: MediaNews Group
Firm Role: Buyer's Counsel

We represented MediaNews Group in the acquisition of The Salt Lake City Tribune.

Representation of MediaNews Group, as the lead of a group of seven newspaper chains, in negotiating a consortium agreement with Yahoo to share content, advertising and technology

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented MediaNews Group, as the lead of a group of seven newspaper chains, in negotiating a consortium agreement with Yahoo to share content, advertising and technology. Under the first phase of the partnership, the newspaper companies will post their employment classified ads on Yahoo’s classified jobs site, HotJobs, and start using HotJobs technology to run their own online employment homepages. Subsequently, the newspapers will begin displaying their news articles and local ads on Yahoo. And Yahoo will post local event listings, maps, search technology and other content and tools on the newspapers’ Web sites. Yahoo will also use its technology to help the newspapers sell online ads. In addition to the MediaNews Group, the initial consortium members include Hearst, Belo, E. W. Scripps, the Journal Register Company, Lee Enterprises and Cox Enterprises. The group owns 176 newspapers in 38 states, including The San Francisco Chronicle, The Dallas Morning News, The Atlanta Journal-Constitution and The Denver Post.

Representation of MediaNews Group, Inc. in connection with a tender offer and consent solicitation with respect to 8¾% Senior Subordinated Notes

Client: MediaNews Group
Firm Role: Issuer's Counsel

Hughes Hubbard represented MediaNews Group, Inc. in connection with its tender offer and consent solicitation with respect to its outstanding 8¾% Senior Subordinated Notes due 2009.

Representation of MediaNews Group, Inc. in connection with an offering of 6 3/8% Senior Subordinated Notes

Client: MediaNews Group
Firm Role: Issuer's Counsel

Hughes Hubbard represented MediaNews Group, Inc. in connection with its $150 million offering of 6 3/8% Senior Subordinated Notes due 2014, pursuant to Rule 144A and Regulation S.

Representation of MediaNews Group, Inc. in connection with an offering of 6 7/8% Senior Subordinated Notes

Firm Role: Issuer's Counsel

Hughes Hubbard represented MediaNews Group, Inc. in connection with its $300 million offering of 6 7/8% Senior Subordinated Notes due 2013, pursuant to Rule 144A and Regulation S.

Representation of MediaNews Group, Inc., in its acquisition of the Santa Cruz Sentinel from Community Newspaper Holdings, Inc.

Firm Role: Buyer's Counsel

Representation of Merck & Co., Inc. in connection with a series of complex commercial agreements with a Greek company for the marketing of certain pharmaceuticals in Greece.

Hughes Hubbard represented Merck & Co., Inc. in connection with a series of complex commercial agreements with a Greek company for the marketing of certain pharmaceuticals in Greece.

Representation of Merck & Co., Inc. in the establishment of a joint venture with Johnson & Johnson

Firm Role: Joint Venture Partner's Counsel

We represented Merck & Co., Inc. in the establishment of a U.S. joint venture with Johnson & Johnson for the development and marketing of over-the-counter pharmaceutical products and the subsequent expansion of the joint venture to Europe and Canada.

Representation of Merck & Co., Inc. in the establishment of a pharmaceutical joint venture with E.I. Du Pont de Nemours and Company

Firm Role: Joint Venture Partner's Counsel

We represented Merck & Co., Inc. in the establishment of a pharmaceutical joint venture with E.I. Du Pont de Nemours and Company.

Representation of Merck & Co., Inc. in the formation and subsequent restructuring of its multi-billion dollar pharmaceutical joint venture with Astra AB.

Client: Merck & Co., Inc.

Hughes Hubbard represented Merck & Co., Inc. in the formation and subsequent restructuring of its multi-billion dollar pharmaceutical joint venture with Astra AB.

Representation of Merck & Co., Inc. in the formation of joint ventures with Conaught Laboratories, Inc. and Aventis Pasteur S.A. relating to vaccines, in the formation of a multinational joint venture with E.I. du Pont de Numours and Company

Hughes Hubbard represented Merck & Co., Inc., in the formation of joint ventures with Connaught Laboratories, Inc. and Aventis Pasteur S.A. relating to vaccines; in the formation of multinational joint venture with E.I du Pont de Nemours and COmpany and the related acquisition of du Pont's pharmaceutical business; and in its joint venture with Johnson & Johnson to develop and market consumer healthcare products in the U.S. and the ectension fo that venture to Europe.

Representation of Merck & Co., Inc. in the restructuring of its multi-billion dollar pharmaceutical joint venture with Astra AB

Firm Role: Joint Venture Partner's Counsel

We represented Merck & Co., Inc. in the restructuring of its multi-billion dollar pharmaceutical joint venture with Astra AB.

Representation of Merrill Lynch & Co. and Banc One Capital Markets in connection with a tender offer by Panhandle Eastern Pipe Line Company, LLC

Client: Merrill Lynch & Co.
Firm Role: Underwriter's Counsel

Hughes Hubbard represented Merrill Lynch & Co. and Banc One Capital Markets, Inc. as dealer managers in connection with tender offers by Panhandle Eastern Pipe Line Company, LLC for five series of its senior notes.

Representation of Merrill Lynch & Co. and JPMorgan in a $550 million offering of senior notes by Panhandle Eastern Pipe Line Company, LLC

Client: Merrill Lynch & Co.
Firm Role: Underwriter's Counsel

Hughes Hubbard represented Merrill Lynch & Co. and JPMorgan as joint book-running managers in a $300 million offering of 4.80% Senior Notes due 2008 and a $250 million offering of 6.05% Senior Notes due 2013 by Panhandle Eastern Pipe Line Company, LLC pursuant to Rule 144A and Regulation S.

Representation of Merrill Lynch & Co., Citigroup Global Markets Inc., Nomura Securities International, Inc. and Deutsche Bank Securities in a public offering by Casino America, Inc.

Firm Role: Underwriter's Counsel

Hughes Hubbard & Reed represented Merrill Lynch & Co., Citigroup Global Markets Inc., Nomura Securities International, Inc. and Deutsche Bank Securities in a public offering of senior secured notes by Casino America, Inc. to acquire 100% ownership in its Louisiana properties and to repay existing indebtedness.

Representation of Merrill Lynch & Co., Credit Suisse First Boston and JPMorgan in a $200 million Rule 144A offering of senior notes of Panhandle Eastern Pipe Line Company, LLC

Client: Merrill Lynch & Co.
Firm Role: Underwriter's Counsel

Hughes Hubbard represented Merrill Lynch & Co., Credit Suisse First Boston and JPMorgan as joint book-running managers in a $200 million offering of senior notes of Panhandle Eastern Pipe Line Company, LLC pursuant to Rule 144A. 

Representation of Merrill Lynch and Salomon Smith Barney in a $1.65 billion offering of Viacom debt securities under Rule 144A and Regulation S

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Merrill Lynch & Co. as co-book-running manager with Salomon Smith Barney Inc. in a $1.65 billion offering of Viacom securities under Rule 144A and Regulation S of the Securities Act of 1933 comprised of $400 million 6.40% Senior Notes due 2006, $500 million 7.70% Senior Notes due 2010 and $750 million 7.875% Senior Debentures due 2030.

Representation of Merrill Lynch for $160,000,000 syndicated bank loan to build a destination resort casino complex in Alabama by Poarch Band of Creek Indians

Firm Role: Bank Counsel

Representation of Merrill Lynch for $160,000,000 syndicated bank loan to build a destination resort casino complex in Alabama by Poarch Band of Creek Indians.

Representation of Merrill Lynch for $58,500,000 in a series of tax-exempt and taxable issuances of debt for expansion and infrastructure improvements by the Dry Creek Rancheria and its River Rock Entertainment Authority.

Firm Role: Underwriter's Counsel

Representation of Merrill Lynch for $58,500,000 in a series of tax-exempt and taxable issuances of debt for expansion and infrastructure improvements by the Dry Creek Rancheria and its River Rock Entertainment Authority.

Representation of Merrill Lynch in connection with an Application Development and Services Agreement to implement a charitable program

Client: Merrill Lynch & Co.
Firm Role: Company Counsel

Hughes Hubbard represented Merrill Lynch in connection with an Application Development and Services Agreement to implement the Merrill Lynch Community Charitable Funds^sm program.

Representation of Merrill Lynch, Citigroup and the other underwriters in a $700 million public offering of 6.705% senior notes by CBS Corporation

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Merrill Lynch, Citigroup and the other underwriters in a $700 million public offering of 6.705% senior notes by CBS Corporation.

Representation of Miguel Abuhab Participacoes Ltda., a Brazilian holding company, in acquiring a controlling stake in Agentrics LLC

Client: Miguel Abuhab Participacoes Ltda.
Firm Role: Buyer's Counsel

Hughes Hubbard represented Miguel Abuhab Participacoes Ltda., a Brazilian holding company with investments in the local data services industry, in acquiring a controlling stake in Agentrics LLC, a provider of technology solutions for the retail industry based in Alexandria, Virginia.

Representation of Mikohn Gaming Corporation in its initial public offering

Firm Role: Issuer's Counsel

Hughes Hubbard & Reed represented Mikohn Gaming Corporation, a leading producer and distributor of progressive jackpot systems, interior and exterior casino signage and other equipment and products for the gaming industry, in its initial public offering of common stock.

Representation of mining company in negotiation of minerals lease of Indian lands from an Indian tribe and related federal permits.

Firm Role: Lessee's Counsel

Representation of mining company in negotiation of minerals lease of Indian lands from an Indian tribe and related federal permits.

Representation of Mitalco, Inc. and Alumerica Inc. in connection with a development agreement and long-term ground lease with Sempra Energy Resources

Firm Role: Lessor's Counsel

Hughes Hubbard represented Mitalco, Inc., a subsidiary of Mitsui Inc., and Alumerica Inc., a subsidiary of YKK Corporation of America that, together with Alcoa, Inc. as co-owners of an aluminum smelter plant, entered into a development agreement and long-term ground lease with Sempra Energy Resources for the construction of a new 600 megawatt combined cycle power plant.

Representation of Mitsubishi Rayon in connection with various contractual matters

Firm Role: Company Counsel

Hughes Hubbard represented Mitsubishi Rayon, a significant chemical company within the Mitsubishi Group, in connection with contractual matters, including the preparation and negotiation of sale and purchase documentation for various chemicals.

Representation of Montefiore, LLC in an offering of limited partnership interests

Client: Montefiore, LLC
Firm Role: Investor's Counsel

Hughes Hubbard represented general partner, Montefiore, LLC, in an offering of limited partnership interests which created two venture capital funds, Montefiore Partners L.P. and Montefiore Partners (QP), L.P. We then represented Montefiore Partners L.P. and Montefiore Partners (QP), L.P. in venture capital investments in Kikucall, Inc. and Xor Technologies Ltd.

Representation of Morgan Stanley & Co., Incorporated in the proposed $500 million offering of PEPS by Monday Ltd.

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Morgan Stanley & Co., Incorporated in the proposed $500 million offering of PEPS by Monday Ltd., the consulting business of PricewaterhouseCoopers. 

Representation of Morgan Stanley & Co., Incorporated in the proposed initial public offering of Monday Ltd.

Client: Morgan Stanley & Co., Incorporated
Firm Role: Underwriter's Counsel

We represented Morgan Stanley & Co., Incorporated, as lead underwriter, and the other underwriters in the proposed initial public offering of Monday Ltd., the management consulting and technology services business unit of the PricewaterhouseCoopers network of firms.

Representation of MTV Networks in a joint venture with RealNetworks, Inc. to provide consumer digital music services

Firm Role: Joint Venture Partner's Counsel

Representation of MTV Networks in a joint venture with RealNetworks, Inc. to provide consumer digital music services.

Representation of MTV Networks in its acquisitions of 365Gay.com and Erosion Media

Firm Role: Buyer's Counsel

Hughes Hubbard represented MTV Networks’ Logo television network in its acquisitions of 365Gay.com and Erosion Media. MTV is a subsidiary of client Viacom. 365gay.com is one of the Web's leading around-the-clock LGBT news sources. Acquired under the Erosion Media banner, AfterEllen.com and AfterElton.com are two of the nation's leading LGBT entertainment websites specifically for the lesbian and gay male audience, respectively.

Representation of MTV Networks in the creation of programming joint ventures including Gulf DTH, MTV Japan, MTVi L.P. and MTV Russia

Client: MTV Networks
Firm Role: Company Counsel

Representation of MTV Networks in the creation of numerous joint ventures including Gulf DTH (a DTH programming service in the Middle East), MTV Japan (a music television and internet programming service), MTVi, L.P. (a music internet programming service) and MTV Russia (a music programming service).

Representation of MTV Networks, a subsidiary of client Viacom, Inc., in its acquistion of the remaining interest in joint venture MTV Japan from private equity firm H&Q Asia Pacific

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented MTV Networks, a subsidiary of client Viacom Inc., in its acquistion of the remaining interest in joint venture MTV Japan from private equity firm H&Q Asia Pacific. Completion of this transaction will give MTV Networks 100% ownership of the joint venture. The acquisition will be MTV's largest in the Asia-Pacific region.

Representation of multi-competitor corporate joint ventures in newspaper and pharmaceutical industries

Client: Confidential Client
Firm Role: Company Counsel

We form and advise multi-competitor corporate joint ventures in the newspaper and pharmaceutical industries dealing with matters of common industry interest.

Representation of MySpace, Inc. in its acquisition of iLike, Inc., a leading social music-sharing service

Firm Role: Purchaser's Counsel

Hughes Hubbard represented MySpace, Inc. in its acquisition of iLike, Inc., a leading social music-sharing service. MySpace, a subsidiary of News Corporation, is one of the world’s largest social networking sites. iLike is the creator of several applications that allow users to share music recommendations, playlists, and personalized concert alerts

Representation of national multi-family developer in connection with land acquisitions, joint ventures, financing and construction contracts

Client: Confidential Client
Firm Role: Developer's Counsel

We represented a national multi-family developer in connection with land acquisitions, joint ventures with land owners and investors, construction and permanent financing, construction contracts and condominium documentations for large apartment/condominium projects in Southern California.

Representation of Native American entrepreneur in negotiations with financial sources and Indian nations in pursuit of leveraged buyout, wind power, Section 8(a) and other opportunities for Indian nations

Firm Role: Investor's Counsel

Representation Native American entrepreneur in negotiations with financial sources and Indian nations in pursuit of leveraged buyout, wind power, Section 8(a) and other opportunities for Indian nations.

Representation of Nautica and Nautica subsidiaries in leases for various flagship stores

Client: Nautica Enterprises, Inc.
Firm Role: Lessee's Counsel

We handled the development of a flagship retail store in Rockefeller Center for Nautica and leases for the following flagship stores for Nautica subsidiaries:  Nautica's Earl Jeans subsidiary in Soho, New York and South Beach, Florida and Nautica's John Varvatos subsidiary in West Hollywood, California.

Representation of Nautica in a proxy contest and merger

Firm Role: Seller's Counsel

Hughes Hubbard represented Nautica Enterprises, Inc. in a proxy contest with dissident shareholders and its merger with VF Corporation, another leading apparel company.  VF acquired Nautica for approximately $586 million.

Representation of Nautica in connection with e-commerce strategy

Client: Nautica Enterprises, Inc.
Firm Role: Company Counsel

We represented Nautica Enterprises, Inc., a leading apparel manufacturer, in determining its e-commerce strategy and the negotiation of related alliances.

Representation of Nautica in lease on Indian land at the Viejas Outlet Center

Firm Role: Lessee's Counsel

We handled the development by Nautica of retail space at the Viejas Outlet Center located on the Viejas Indian reservation in Southern California, including negotiations with the Bureau of Indian Affairs.

Representation of Nautica in the development of a national distribution center

Client: Nautica Enterprises, Inc.
Firm Role: Buyer's Counsel

We handled all aspects of the development of a 525,000-square-foot national distribution center, including negotiation of multi-state incentives with the States of Virginia, Georgia, Alabama and Mississippi; negotiation of an agreement with Henry County, Virginia for acquisition and development of a 62-acre parcel; and negotiation of various related agreements with the State of Virginia; and engineering, construction and material handling contracts.

Representation of NEL Corporation in almost every aspect of its operations

Client: NEL Corporation
Firm Role: Company Counsel

Our attorneys represent NEL Corporation in almost every aspect of its operations.  NEL was set up by its parent company NTT Electronics Corporation, a subsidiary of Japanese telecommunications giant NTT, to sell telecommunications and electronics devices and equipment in the U.S.  We also represent NEL America, another subsidiary of NTT, in connection with real estate, commercial collection and corporate matters.

Representation of New Line Cinema in its negotiation of an output agreement

Client: New Line Cinema
Firm Role: Company Counsel

The Firm advised New Line Cinema in its negotiation of an output agreement with the Metropolitan Film Export, a French distributor.

Representation of New York branch of international investment bank in retention bonus litigation.

Firm Role: Plaintiff’s Counsel

Representation of New York branch of international investment bank in retention bonus litigation.

Representation of Nickelodeon Networks, Inc., a unit of Viacom, Inc., in its acquisition of NeoPets, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Nickelodeon Networks, Inc., a unit of Viacom, Inc., in its acquisition of NeoPets, Inc., owner of the popular teen Web site, Neopets.com. NeoPets offers games, animated characters and news to several million teenage members.

Representation of Nikon America Inc. in the securitization of receivables from the sale of photographic equipment

Client: Nikon America Inc.
Firm Role: Issuer's Counsel

Hughes Hubbard represented Nikon America Inc. in the securitization of receivables from the sale of photographic and related equipment for which Nikon issued asset-backed commercial paper through a conduit program of Bank of Tokyo Mitsubishi.

Representation of Nippon Chemical in the preparation and negotiation of sale and purchase documentation

Firm Role: Company Counsel

Hughes Hubbard assisted Nippon Chemical and its U.S. subsidiary, JCI USA, with respect to sales and purchases of various chemical products including the preparation of form sale and purchase documentation.  We continue to advise Nippon Chemical and JCI USA with respect to their cross border transactions and U.S. operational matters.

Representation of Nippon Shokubai in the negotiation and settlement of a running royalty fee dispute with Monsanto

Firm Role: Company Counsel

Hughes Hubbard represented Nippon Shokubai Co., Ltd. in connection with the negotiation and settlement of a running royalty fee dispute with Monsanto.  Nippon Shokubai is a major Japanese chemical company. 

Representation of Nippon Soda in connection with its joint venture in the U.S. with a major European chemical company

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Nippon Soda and its U.S. subsidiary Nisso America in connection with its initial joint venture project with Cerexagri, Inc. one of the TOTAL group of companies, and continues to advise Nippon Soda with respect to further expansion of the Nisso-Cerexagri relationship.  Hughes Hubbard also represents Nisso America with respect to it U.S. operational matters.

Representation of Nogales Investors Fund II, LP in connection with a follow-on structured equity investment in Naartjie Custom Kids, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Nogales Investors Fund II, LP (“Nogales”) in connection with a follow-on structured equity investment in Naartjie Custom Kids, Inc. (“Naartjie”).  The investment follows the initial structured equity investment made by Nogales to expand Naartjie’s store base and capitalize on the downturn in commercial real estate.  Naartjie is a specialty retailer of children’s apparel that designs, develops, and produces children’s clothing for its wholly owned stores.  Naartjie was founded in Cape Town, South Africa, and is now headquartered in Salt Lake City, Utah.  Nogales is a private equity investment firm based in Los Angeles with investments in retail, communications and electronics.

Representation of nonprofit The Shippy Foundation in the $25.8 million sale of a Rembrandt portrait

Client: The Shippy Foundation
Firm Role: Seller's Counsel

Hughes Hubbard represented nonprofit The Shippy Foundation in the $25.8 million sale of a Rembrandt portrait of the Apostle Saint James the Greater at Sotheby’s. The 1661 painting belonged to the collector Stephen Carlton Clark, grandson of the founder of the Singer Sewing Machine Company and brother of Sterling Clark, founder of the Clark Art Institute in Williamstown, Mass. The painting remained in the Clark family until it was recently donated to The Shippy Foundation, a newly created charitable organization which Hughes Hubbard represented in its formation.

Representation of North Pittsburgh Systems, Inc. in connection with its merger with Consolidated Communications Holdings, Inc.

Firm Role: Seller's Counsel

The firm represented North Pittsburgh Systems, Inc., a telecommunications provider in Western Pennsylvania, in connection with North Pittsburgh’s merger with Consolidated Communications Holdings, Inc. Consolidated is an Illinois.-based telecommunications company.

Representation of Northeast Indian Nation for $40,000,000 secured credit facility to provide liquidity for Tribe facing challenges by the state and federal governments

Firm Role: Borrower's Counsel

Representation of Northeast Indian Nation for $40,000,000 secured credit facility to provide liquidity for Tribe facing challenges by the state and federal governments.

Representation of Northeast Indian Nation in corporate restructuring and governance reform matters.

Firm Role: Company Counsel

Representation of Northeast Indian Nation in corporate restructuring and governance reform matters.

Representation of Northland Capital Investors, LLC in an offering of limited partnership interests

Client: Northland Capital Investors, LLC
Firm Role: Investor's Counsel

Hughes Hubbard represented Northland Capital Investors, LLC in the offering of limited partnership interests of Northland Capital Partners L.P. and Northland Capital Partners I L.P.

Representation of Northwest Airlines, Inc. in connection with an investment in Orbitz LLC

Firm Role: Investor's Counsel

Hughes Hubbard represented Northwest Airlines, Inc. in connection with an investment in Orbitz LLC.

Representation of Northwest Airlines, Inc. in its acquisition of Express Airlines I

Firm Role: Buyer's Counsel

We represented Northwest Airlines, Inc. in its acquisition of regional air carrier Express Airlines I.

Representation of Northwest Airlines, Inc. in its acquisition of Mesaba Airlines

Firm Role: Buyer's Counsel

Hughes Hubbard represented Northwest Airlines, Inc. in its acquisition of Mesaba Airlines, a wholly owned subsidiary of MAIR Holdings, Inc., following a bankruptcy reorganization of Mesaba. Pursuant to a separate agreement, Northwest also agreed to sell back all its stock in MAIR to MAIR. Northwest filed for bankruptcy in Sept. 2005. Mesaba, which operates under the Northwest Airlink banner, followed suit that same year.

Representation of Northwest Airlines, Inc. in the creation of AeroXchange Ltd.

Firm Role: Company Counsel

We represented Northwest Airlines, Inc. as one of the founding member airlines in the creation of AeroXchange Ltd., a business-to-business e-commerce site which offers a selection of technical parts and services, as well as general business supplies, to airlines.

Representation of NovaCare, a provider of comprehensive rehabilitation services, in the $200 million acquisition of assets of RehabClinics, Inc.

Client: NovaCare

Hughes Hubbard represented NovaCare, a provider of comprehensive rehabilitation services, in the $200 million acquisition of assets of RehabClinics, Inc.

Representation of NYSERNet.org, Inc. in connection with an Indefeasible Right to Use fiber optic cable throughout Manhattan

Client: NYSERNet.org, Inc.
Firm Role: Company Counsel

Hughes Hubbard represented NYSERNet.org, Inc. in connection with a project to construct and obtain an Indefeasible Right to Use (IRU) certain fiber optic cable throughout Manhattan and the $3 million secured revolving credit facility from Fleet National Bank obtained in connection therewith.

Representation of NYSERNet.org, Inc. under a $3 million secured revolving credit facility

Client: NYSERNet.org, Inc.
Firm Role: Borrower's Counsel

Hughes Hubbard represented NYSERNet.org, Inc. under a $3 million secured revolving credit facility from Fleet National Bank.

Representation of OctoPlus N.V. in an exclusive license and product acquisition agreement with co-development partner Biolex Therapeutics

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Dutch biopharmaceutical company OctoPlus N.V. in an exclusive license and product acquisition agreement with co-development partner Biolex Therapeutics. The agreement covers the development and manufacture of OctoPlus' lead product, Locteron.

Representation of OctoPlus N.V., Dutch a biopharmaceutical company, in an exclusive license and product acquisition agreement with co-development partner Biolex Therapeutics.

Client: OctoPlus

Hughes Hubbard represented Octoplus N.V., Dutch biopharmaceutical company, in an exclusive license and product acquisition agreement with co-development partner Biolex Therapeutics.  The agreement covers the development and manufacture of OctoPlus' lead product, Locteron.    

Representation of one of the largest technology companies in the world on a restructuring plan

Client: Confidential Client
Firm Role: Company Counsel

Our Paris attorneys advised the French subsidiary of one of the largest technology companies in the world on a restructuring and labor redundancy plan.

Representation of one of the world's leading manufacturers and marketers of skin care, fragrance and hair care products in executive contract litigation.

Firm Role: Employer's Counsel

Representation of one of the world's leading manufacturers and marketers of skin care, fragrance and hair care products in executive contract litigation.

Representation of OneBond.com in the establishment of an interdealer site

Client: OneBond.com
Firm Role: Broker's Counsel

Hughes Hubbard represented OneBond.com, a venture with UBS Paine Webber, in the establishment of an interdealer site for on-line aggregation of dealer bond pricing information.

Representation of Oneida Indian Nation of New York for $160,000,000 high yield bond offering by the Nation for expansion purposes.

Firm Role: Issuer's Counsel

Representation of Oneida Indian Nation of New York for $160,000,000 high yield bond offering by the Nation for expansion purposes.

Representation of Oneida Indian Nation of New York in a $20,000,000 Tax Exempt Variable Rate Demand Bond issuance

Firm Role: Company Counsel

We represented the Oneida Indian Nation of New York in a $20,000,000 Tax Exempt Variable Rate Demand Bond issuance to finance a new events center at Turning Stone Casino Resort.

Representation of Oneida Indian Nation of New York in a $25,500,000 Tax Exempt Variable Rate Demand Bond issuance

Firm Role: Company Counsel

We represented the Oneida Indian Nation of New York in a $25,500,000 Tax Exempt Variable Rate Demand Bond issuance to finance new projects at Turning Stone Casino Resort.

Representation of Oneida Indian Nation of New York in a $310 million combined high yield, tax-exempt and secured bank loan facility

Firm Role: Company Counsel

We represented the Oneida Indian Nation of New York in a $310 million combined high yield, tax-exempt and secured bank loan facility to finance a major expansion of Turning Stone Casino Resort, including a hotel tower, Fazio and Trent Jones golf courses, casino expansion, a co-generation plant and related infrastructure.

Representation of Oppenheimer & Co. in a private placement of common stock of Senesco Technologies, Inc.

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Oppenheimer & Co. in a private placement of common stock of Senesco Technologies, Inc.

Representation of owner/borrower in negotiation of deed-in-lieu agreement with permanent lender for office building in Southern California

Client: Confidential Client
Firm Role: Borrower's Counsel

We represented an owner/borrower in the negotiation of a deed-in-lieu agreement with the permanent lender for an office building in Southern California, including the release of the borrower from any personal liability.

Representation of ownership in connection with restructuring of Barney’s leases

Client: Isetan Company Limited
Firm Role: Creditor's Counsel

The Firm represented Isetan Company Limited in connection with the restructuring of Barney’s leases in New York, Chicago and Los Angeles.

Representation of Paramount Pictures in licensing agreements with two French broadcasters

Client: Paramount Pictures
Firm Role: Company Counsel

Hughes Hubbard advised Paramount Pictures in licensing agreements with two French broadcasters, France 2 and Metropole Television, and in its co-production of the television series, Largo Winch.

Representation of Paranapanema in a financing and copper exports securitization

Client: Paranapanema SA
Firm Role: Borrower's Counsel

We acted as special New York counsel to Brazil’s Paranapanema SA and its subsidiaries, Caraiba Overseas Ltd. and Caraiba Metals SA, in a financing and copper exports securitization.

Representation of Parker Hannifin's French subsidiary in the transfer of its Blois site to Novellini

Firm Role: Seller's Counsel

We represented Parker Hannifin's French subsidiary in the transfer of its Blois site, which produces pneumatic products, to Novellini, an Italian company.

Representation of Patriarch Partners in connection with the refinancing by one of Patriarch's portfolio companies, Galey & Lord LLC, of its working capital facility

Firm Role: Lender's Counsel

Hughes Hubbard served as counsel to Patriarch Partners in connection with the refinancing by one of Patriarch’s portfolio companies, Galey & Lord LLC, of its asset-based working capital revolving credit facility and Galey’s contemporaneous modification of its outstanding $90 million term loan agreement. Hughes Hubbard represented Patriarch in its capacity as the manager of various Patriarch funds that previously had provided the term loans to Galey. The new secured revolving credit facility, for $50 million, was provided by Wachovia Bank, National Association.

Representation of Patriarch Partners, LLC in its acquisition of Rand McNally & Company

Firm Role: Buyer's Counsel

Hughes Hubbard represented private equity and investment firm Patriarch Partners, LLC in its acquisition of Rand McNally & Company, North America’s largest commercial maker of maps, street guides and atlases. Patriarch acquired Rand McNally, including its subsidiaries, from Los Angeles-based private equity firm Leonard Green & Partners, L.P. Patriarch Partners is a private equity and investment firm based in New York, North Carolina and Texas.

Representation of Pension Benefit Guaranty Corporation as a committee member, creditor, and administrator of pension plan termination insurance program in the Quebecor chapter 11 proceedings

Hughes Hubbard represented Pension Benefit Guaranty Corporation as a committee member, creditor, and administrator of pension plan termination insurance program in the Quebecor chapter 11 proceedings.

Representation of Petroleo Brasiliero S.A. and Banco de Guatemala in connection with trade finance pass-through securitization programs

Client: Petroleo Brasiliero S.A.
Firm Role: Issuer's Counsel

The Firm acted as issuer's counsel and servicer's counsel to Petroleo Brasiliero S.A. and Banco de Guatemala, the Central Bank of Guatemala, in connection with trade finance pass-through securization programs.  The latter was to finance advances by suppliers of oil drilling machinery imported into Brazil; the former to finance the purchase of gold ore.

Representation of Pharming Group N.V., a Netherlands biotech company, in connection with a joint development manufacturing and distribution agreement with biotech division of Baxter Healthcare

Client: Pharming Group N.V.

Hughes Hubbard represented Pharming Group N.V., a Netherlands biotech company, in connection with a joint development, manufacturing and distribution agreement with the biotech division of Baxter Healthcare relating to transgenic human C1 esterase inhibitor.

Representation of Pitney Bowes Credit Corporation in the creation of an on-line escrow service

Client: Pitney Bowes Credit Corporation
Firm Role: Company Counsel

Our financial services attorneys represented Pitney Bowes Credit Corporation in the creation of an on-line escrow service for business-to-business website transactions.

Representation of plan administrator of The Parmalat USA Corp. in connection with certain bankruptcy-related causes of action

Hughes Hubbard represented the plan administrator of The Parmalat USA Corp. in connection with certain bankruptcy-related causes of action.

Representation of Playas de Occidente, S.A. de C.V. in the financial restructuring of a secured term loan facility

Client: Playas de Occidente, S.A. de C.V.
Firm Role: Borrower's Counsel

Hughes Hubbard & Reed represented Playas de Occidente, S.A. de C.V., a resort developer on the Pacific Coast of Mexico, in the financial restructuring of a secured term loan facility.

Representation of Polygram Records in foreclosure on copyrighted musical compositions

Client: Polygram Records
Firm Role: Secured Party's Counsel

We represented Polygram Records in foreclosure on over 100 copyrighted musical compositions.

Representation of PPSA Overseas Ltd. in the establishment of commercial operations and construction of a facility in the United States

Client: PPSA Overseas Ltd.
Firm Role: Company Counsel

Hughes Hubbard & Reed represented PPSA Overseas Ltd., an affiliate of CVRD, in the establishment of commercial operations and construction of a facility in the United States.

Representation of Precision Optical Systems, Inc. in its leveraged buy-out of the Commercial Optics Division of Polaroid Corporation

Client: Precision Optical Systems, Inc.
Firm Role: Buyer's Counsel

The Firm represented Precision Optical Systems, Inc. in its leveraged buy-out of the Commercial Optics Division of Polaroid Corporation.  The transaction included equity participation by management and an asset-based credit facility.

Representation of PricewaterhouseCoopers in connection with internet related projects

Client: PricewaterhouseCoopers LLP
Firm Role: Company Counsel

We represented PricewaterhouseCoopers LLP in connection with its international program for the delivery of tax and related services over the internet and its establishment of an employee-based, value-driven web portal.  The latter involved negotiating and drafting development, license, content, co-marketing and alliance agreements.

Representation of PricewaterhouseCoopers in its sale of Unifi Network

Firm Role: Seller's Counsel

We represented PricewaterhouseCoopers LLP in its sale of Unifi Network, a leading benefits consulting and outsourcing group, to Mellon Financial Corp.

Representation of PricewaterhouseCoopers in the establishment of a joint venture in Argentina

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented PricewaterhouseCoopers in the establishment of a joint venture in Argentina.

Representation of PricewaterhouseCoopers LLP in connection with two unsecured syndicated credit facilities

Client: PricewaterhouseCoopers LLP
Firm Role: Borrower's Counsel

We acted as special counsel to PricewaterhouseCoopers LLP, as borrower, under two unsecured syndicated credit facilities; a $225 million three-year revolving credit agreement, and a $125 million 364-day facility.

Representation of Prime Technology Ventures and the other shareholders of Nedstat B.V. in connection with the U.S. legal aspects of its sale to comScore, Inc.

Firm Role: Seller's Counsel

Hughes Hubbard represented Prime Technology Ventures and the other shareholders of Nedstat B.V. in connection with the U.S. legal aspects of its sale to comScore, Inc.  Headquartered in Amsterdam, the Netherlands, Nedstat is a leading provider of web analytics and innovative video measurement solutions.  comScore, Inc. (NASDAQ: SCOR), based in Reston, Virginia, is a global leader in measuring the digital world and a preferred source of digital marketing intelligence.

Representation of RBC Capital Markets in connection with a $65 million syndicated unsecured bridge loan to Entertainment Properties Trust

Client: Royal Bank of Canada
Firm Role: Arranger's Counsel

Hughes Hubbard represented RBC Capital Markets as Lead Arranger and Sole Bookrunner, JPMorgan Chase Bank as Co-Arranger and Royal Bank of Canada as Administrative Agent and Lender in a $65 million syndicated unsecured (but subject to a possible springing lien on certain assets) bridge loan to Entertainment Properties Trust.

Representation of real estate developer in development of planned $700,000,000 phased gaming and entertainment destination in a environmentally sensitive area, in partnership with an Indian nation, and negotiation of development and management agreements.

Firm Role: Developer's Counsel

Representation of real estate developer in development of a planned $700,000,000 phased gaming and entertainment destination in an environmentally sensitive area, in partnership with an Indian nation, and negotiation of development and management agreements.

Representation of Republic Airline in its purchase of ten Embraer ERJ 190 aircraft from US Airways

Firm Role: Borrower's Counsel

Hughes Hubbard represented Republic Airline in its purchase of ten Embraer ERJ 190 aircraft from US Airways.

Representation of Republic Airline in its purchase of US Airways' fleet of Embraer ERJ 170 regional jet aircraft

Firm Role: Buyer's Counsel

Hughes Hubbard represented Republic Airline in its purchase of US Airways' fleet of Embraer ERJ 170 regional jet aircraft, along with certain airport arrival and departure slots. These transactions were part of US Airways' plan to emerge from Chapter 11 bankruptcy proceedings and to merge with America West Airlines, both of which occurred five days after the Republic purchase.

Representation of Republic Airline in the financing of 12 new Embraer aircraft financed by Banco Nacional de Desenvolvimento Econômico e Social, the export bank of Brazil

Firm Role: Borrower's Counsel

Hughes Hubbard represented Republic Airline in the financing of 12 new Embraer aircraft financed by Banco Nacional de Desenvolvimento Econômico e Social, the export bank of Brazil.

Representation of Republic Airways in connection with its agreement with Bombardier to purchase 40 CS300 jet aircraft and options for an additional 40 aircraft

Firm Role: Borrower's Counsel

Hughes Hubbard represented Republic Airways in connection with its agreement with Bombardier to purchase 40 CS300 jet aircraft and options for an additional 40 aircraft. The total list price of the aircraft was $6.34 billion. The CS300 aircraft, which will seat 138 passengers, is an entirely new design that includes advanced technologies intended to substantially decrease operating costs. Republic is the North American launch customer for the aircraft, with the first delivery scheduled for 2015.

Representation of Republic of Venezuela in the sale of a controlling block of the shares of capital stock

Client: Republic of Venezuela
Firm Role: Seller's Counsel

Hughes Hubbard & Reed represented Republic of Venezuela in the sale of a controlling block of the shares of capital stock of Compañia Anonima Nacional Telefonos de Venezuela--CANTV to a strategic purchaser though a public auction.

Representation of retail furniture chain in connection with the leasing, development and financing of stores in California and Texas

Client: Confidential Client
Firm Role: Developer's Counsel

We represented a retail furniture chain in connection with the leasing, development and financing of six 150,000 square foot stores in California and Texas.

Representation of Retek Inc. in its software licensing agreement with Kiabi

Client: Retek Inc.
Firm Role: Licensor's Counsel

The Firm advised Retek Inc. in its software licensing agreement with Kiabi, a French retailer.

Representation of ReXX, LLC in its formation, funding and licensing to International Securities Exchange (ISE) of commercial property indices

Firm Role: Company Counsel

Hughes Hubbard represented ReXX, LLC in its formation, funding and licensing to International Securities Exchange (ISE) of commercial property indices. ReXX enables ISE to conduct derivatives auctions in which market participants take positions on the total return on and changes in rent of commercial property for individual U.S. cities and an all-market composite index. ReXX uses data that includes asking rent, lease rent, inflation and interest rates to produce the commercial property indices for ISE.

Representation of Rissho Kosei-Kai in connection with the development of a church facility in New York City

Client: Rissho Kosei-Kai
Firm Role: Developer's Counsel

The Firm represented Rissho Kosei-Kai, a Buddhist Japanese church, in connection with the development of a church facility in New York City which included the acquisition of an existing structure in midtown Manhattan and all construction contracts for the redevelopment of said property.

Representation of Rockwood Holdings, Inc. in its acquisition of Nalco Holdings, Inc.'s Finishing Technologies business

Firm Role: Buyer's Counsel

Hughes Hubbard represented Rockwood Holdings, Inc. in its acquisition of Nalco Holdings, Inc.’s Finishing Technologies business. Nalco’s Finishing Technologies business provides chemicals for the treatment of surfaces and will become part of Rockwood’s Chemtall surface treatment business. Rockwood Holdings is a global specialty chemicals company. Chemtall focuses on products for the chemical treatment of metal surfaces and plastics.

Representation of Rockwood Holdings, Inc. in its acquisition of the clay additives businesses of Süd-Chemie AG, a German company

Firm Role: Buyer's Counsel

Hughes Hubbard represented Rockwood Holdings, Inc. in its acquisition of the clay additives businesses of Süd-Chemie AG, a German company. Clay additives are materials used in the coatings, ink and personal care industries to improve the flow properties of finished products. Among the assets acquired by Rockwood will be the technology used for certain thickening agents and production facilities in Germany and Kentucky.

Representation of Rockwood Holdings, Inc. in the acquisition of the global color pigments business of Elementis plc

Firm Role: Buyer's Counsel

Hughes Hubbard represented Rockwood Holdings, Inc. in the acquisition of the global color pigments business of Elementis plc. The acquisition included its color pigments and specialty paint driers business in North America, Europe and China.

Representation of Rockwood Holdings, Inc. in the sale of its AlphaGary plastic compounding business to Mexichem, S.A.B. de C.V.

Firm Role: Seller's Counsel

Hughes Hubbard represented Rockwood Holdings, Inc. in the sale of its AlphaGary plastic compounding business to Mexichem, S.A.B. de C.V.

Representation of Rockwood Holdings, Inc. in the sale of its electronics business

Firm Role: Seller's Counsel

Hughes Hubbard represented Rockwood Holdings, Inc. in the sale of its electronics business, excluding its business entity in France, to OM Group, Inc. Rockwood Holdings, Inc. is a global specialty chemicals and advanced materials company.

Representation of Rockwood Industries, Inc. in the acquisition of the metal processes business of GE Betz Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Rockwood Industries, Inc., a global specialty chemical maker, in the acquisition of the metal processes business of GE Betz Inc., a Pennsylvania-based water treatment company.

Representation of Romark Logistics in connection with a coffee warehousing joint venture

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Romark Logistics in connection with a joint venture geared toward expanding its business into coffee warehousing.  Romark Logistics is a national warehousing company that owns and operates over 3 million square feet of distribution space nationwide.

Representation of Royal Bank of Canada and RBC Capital Markets in a US and Canadian Dollar Denominated $150 million syndicated letter of credit and revolving credit facility

Firm Role: Lender's Counsel

Hughes Hubbard represented Royal Bank of Canada as a Lender, Letter of Credit Issuer and Administrative Agent, and RBC Capital Markets as Lead Arranger and Bookrunner in a US and Canadian Dollar Denominated $150 million syndicated letter of credit and revolving credit facility to various subsidiaries of Kimco Realty Corporation.

Representation of Royal Bank of Canada Capital Markets in connection with a $25 million senior secured credit facility to Keystone

Client: Royal Bank of Canada
Firm Role: Arranger's Counsel

Hughes Hubbard represented Royal Bank of Canada Capital Markets as arranger and Royal Bank of Canada as lender in a $25 million senior secured credit facility to Keystone Operating Partnership, L.P.

Representation of Royal Bank of Canada in connection with a $1 billion multi-year syndicated credit agreement to Alcan

Client: Royal Bank of Canada
Firm Role: Agent's Counsel

Hughes Hubbard represented Royal Bank of Canada as Administrative Agent under an amendment to a $1 billion multi-year syndicated credit agreement to Alcan Inc. and its subsidiaries.

Representation of Royal Bank of Canada in connection with a $500 million syndicated credit facility for Kimco

Client: Royal Bank of Canada
Firm Role: Lender's Counsel

Hughes Hubbard represented Royal Bank of Canada as a lender in a $500 million syndicated credit facility for Kimco Realty Corporation with JPMorgan Chase Bank as administrative agent.

Representation of Royal Bank of Canada in connection with guaranties from and/or security interests in the assets of numerous entities

Client: Royal Bank of Canada
Firm Role: Lender's Counsel

Hughes Hubbard represented Royal Bank of Canada, as lender, in connection with guaranties from and/or security interests in the assets of the following entities:

Multina U.S.A., Inc.

Hitesi U.S.A., Inc.

Bois Bissbeau Inc.

R.G. Lumber

Torrington Swager and Vaill End Forming Machinery, Inc.

DragonWave Corp.

Pason Systems USA Corp.

T-Base Communications USA, Inc.; and

Circa Telecom U.S.A., Inc.

Representation of Salland Engineering International, B.V. in its acquisition of Pintail Technologies, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Salland Engineering International, B.V. ("Salland") in its acquisition of Pintail Technologies Inc.  Through the acquisition, Salland became the largest supplier of third-party software, instrumentation and test applications for the semiconductor test industry.

Representation of Salomon Smith Barney and Bear Stearns & Co. Inc. in the initial public offering of Blockbuster Inc.

Firm Role: Underwriter's Counsel

We represented Salomon Smith Barney and Bear, Stearns & Co. Inc. as joint book-running managers in the initial public offering of Blockbuster Inc.

Representation of Salomon Smith Barney and Merrill Lynch in a $1.4 billion offering of Viacom debt securities under Rule 144A and Regulation S

Firm Role: Underwriter's Counsel

Hughes Hubbard represented Salomon Smith Barney Inc. as co-book-running manager with Merrill Lynch & Co. in a  $1.4 billion offering of Viacom securities under Rule 144A and Regulation S comprised of $400 million 6.40% Senior Notes due 2006 and $1 billion 6.625% Senior Notes due 2011.

Representation of Salomon Smith Barney in a shelf takedown by Anadarko Petroleum Corporation

Firm Role: Underwriter's Counsel

We represented Salomon Smith Barney Inc. as sole underwriter of a shelf takedown by Anadarko Petroleum Corporation of its 6 1/8% Notes due 2012.

Representation of Samsung Life Investment (America) Ltd. in connection with the U.S. securities laws

Firm Role: Company Counsel

We counseled Samsung Life Investment (America) Ltd., a subsidiary of Samsung Life Insurance Co., in connection with certain U.S. securities law issues relating to organizing global investment funds.

Representation of SanCor Cooperativas Unidas Limitada in the financial restructuring of its Floating Rate Notes through an exchange offer

Client: SanCor Cooperativas Unidas Limitada
Firm Role: Company Counsel

Hughes Hubbard & Reed represented SanCor Cooperativas Unidas Limitada in the financial restructuring of its Floating Rate Notes through an exchange offer.

Representation of Santander Central Hispano S.A. in various credit facilities

Client: Santander Central Hispano S.A.
Firm Role: Lender's Counsel

The Firm represented Santander Central Hispano S.A., Miami Agency, as arranger, lender, and/or administrative agent in credit facilities to Amtec Corporation, Banco Latinoamericano de Exportaciones, S.A., and Telecom Personal, S.A.

Representation of SCI MASSY PARIS in the construction of a block of offices

Client: SCI MASSY PARIS
Firm Role: Lessor's Counsel

The Firm represented property developer, SCI MASSY PARIS, in the construction of a block of offices, including negotiations with the town of Massy for the issuance of the building permit and with one of the future occupants of a commercial lease.

Representation of Sea Gate Travel Group in its acquisition by Britain's Hogg Robinson

Firm Role: Seller's Counsel

Hughes Hubbard & Reed represented Sea Gate Travel Group, one of America's largest national travel management companies, in its acquisition by Britain's Hogg Robinson. Hogg Robinson is co-owner of the global travel management network, Business Travel International. Sea Gate has more than half a billion dollars in global air travel sales for clients such as Deutsche Bank and the Walt Disney Company. The acquisition also includes Sea Gate's meeting and incentive group, Advanced Meeting Partners.

Representation of Sealed Air Corporation in its acquisition of Alga Plastics

Firm Role: Buyer's Counsel

Hughes Hubbard represented Sealed Air Corp., a publicly traded protective packaging company, in its acquisition of Alga Plastics. N.J.-based Sealed Air, the inventor of Bubble Wrap, makes food and industrial packaging, including medical and pharmaceutical packing. Alga Plastics, based in Cranston, R.I., provides custom thermoformed packaging to the healthcare, consumer and industrial fields.

Representation of Sealed Air Corporation in its acquisition of certain assets of The Dow Chemical Company

Firm Role: Buyer's Counsel

Hughes Hubbard represented Sealed Air Corporation in its acquisition of certain assets relating to The Dow Chemical Company’s ETHAFOAM and related polyethylene foam product lines. Sealed Air is a manufacturer of a wide range of packaging materials with industrial, medical and consumer applications.

Representation of Seller in $73 Million Apartment Complex Transfer

Client: Confidential Client
Firm Role: Seller's Counsel

We assisted in the transfer of an apartment complex with close to 900 units in Maryland for $73 million.  The transfer was effected by the sale of the partnership interests in the owner of the complex for a combination of units in a publicly traded REIT and cash.  Our client was the seller of 60% of the partnership interests.

Representation of seller in the disposition of an unusual commercial/residential property in the West Village in New York City

Client: Confidential Client
Firm Role: Seller's Counsel

Hughes Hubbard represented the seller in the disposition of an unusual commercial/residential property in the West Village in New York City.

Representation of seller in the sale of a manufacturing plant in South Carolina

Client: Confidential Client
Firm Role: Seller's Counsel

Hughes Hubbard represented the seller in the sale of a manufacturing plant in South Carolina.

Representation of SES Americom, Inc. in complex litigation relating to its purchase of substantially all the assets of debtor in the Verestar chapter 11 case

Hughes Hubbard represented SES Americom, Inc., one of the world’s largest satellite companies, in complex litigation relating to its purchase of substantially all the assets of the debtor in the Verestar chapter 11 case.

Representation of SGB Group PLC in auction bid for Canadian company

Client: SGB Group PLC
Firm Role: Bidder's Counsel

Our attorneys represented SGB Group PLC in connection with an auction bid for a Canadian company with operations in Canada and the United States.

Representation of SGS Société Générale de Surveillance in the sale of worldwide GAB Robins division

Client: SGS
Firm Role: Seller's Counsel

We represented SGS Société Générale de Surveillance in the sale of worldwide GAB Robins division to Brera Capital Partners.

Representation of Shamrock Capital Advisors in the acquisition of GTA TeleGuam by AP TeleGuam Holdings, Inc.

Firm Role: Seller's Counsel

Hughes Hubbard represented private equity firm Shamrock Capital Advisors (“Shamrock”) and its former portfolio company TeleGuam Holdings, LLC (“GTA TeleGuam”), a provider of communications services for the island of Guam, in connection with the acquisition of GTA TeleGuam by AP TeleGuam Holdings, Inc., an investment vehicle formed by Advantage Partners (“AP Funds”).  AP Funds is a Tokyo-based private equity firm that invests in global markets, mainly in Japan. Shamrock Capital Advisors is a Los Angeles-based firm with investments in the media, entertainment and communications industries.

Representation of Shamrock Capital Growth Fund, a private equity firm, and its portfolio company TeleGuam Holdings, LLC in connection with a refinancing for Teleguam

Firm Role: Borrower's Counsel

Hughes Hubbard represented private equity firm Shamrock Capital Growth Fund and its portfolio company TeleGuam Holdings, LLC in connection with a refinancing for TeleGuam. The refinancing consisted of a first lien term loan and revolving credit facility from CoBank, ACB and a second lien financing from MCG Capital Corp. TeleGuam is the sole fixed-line telecommunications service provider for the United States Territory of Guam. TeleGuam purchased the assets and business of the Guam Telephone Authority when the Government of Guam privatized GTA. That purchase was financed in part by credit facilities provided by CoBank.

Representation of shopping center developers in connection with land acquisition, anchor tenant leasing, joint ventures and financing

Firm Role: Developer's Counsel

We represent shopping center developers in connection with land acquisition (including environmental remediation issues), anchor tenant leasing, joint ventures with land owners and investors, construction and permanent financing and construction contracts for community and power centers in Southern California.

Representation of Showtime Networks Inc. in the creation of Smithsonian Networks, a joint venture with the Smithsonian Institution dedicated to developing unique television services

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Showtime Networks Inc. in the creation of Smithsonian Networks, a joint venture with the Smithsonian Institution dedicated to developing unique television services. The venture will develop, launch, and operate Smithsonian-branded television programming services.

Representation of Shurgard in the purchase of various pieces of land

Client: Shurgard
Firm Role: Buyer's Counsel

The Firm assisted Shurgard, a world-wide leader in storage facilities, in the purchase of various pieces of land throughout France to build self-storage units.

Representation of Simon & Schuster, a part of Hughes Hubbard client, the CBS Corporation, in its acquisition of Howard Publishing, a leading Christian and inspirational publishing company based in West Monroe, LA

Client: CBS Corporation
Firm Role: Buyer's Counsel

Hughes Hubbard represented Simon & Schuster, a part of Hughes Hubbard client, the CBS Corporation, in its acquisition of Howard Publishing, a leading Christian and inspirational publishing company based in West Monroe, LA. As part of the acquisition, Howard will become an imprint of the Simon & Schuster Adult Publishing Division.

Representation of SIPC in the extension of its credit facility

Client: Securities Investor Protection Corporation (SIPC)
Firm Role: Borrower's Counsel

On behalf of Securities Investor Protection Corporation (SIPC), we handled the extension of its 364 day, $250 million credit facility, which is part of SIPC's $1 billion of total credit facilities.

Representation of SIPC Trustees for major brokerage firm liquidations under the Securities Investor Protection Act

Hughes Hubbard represented SIPC Trustees for major brokerage firm liquidations under the Securities Investor Protection Act, including Lehman Brothers Inc., A.R. Baron & Co., Inc., and New Times Securities Services, Inc., and the Administrator of a $30 million Investor Restitution Fund in A.R. Baron & Co., Inc.

Representation of Sky Multi-Country Partners in the negotiation of joint venture agreements and the launch of its satellite television service

Client: Sky Multi-Country Partners
Firm Role: Company Counsel

Hughes Hubbard represents Sky Multi-Country Partners in various matters, including the negotiation of joint venture agreements and the launch of its satellite television service in Colombia, Chile and Argentina under the Sky Latin America name.  Sky Multi-Country Partners is based in Miami and is owned by The News Corporation Limited; Televisa, S.A. of Mexico; Globo Participações, S.A. of Brazil; and Liberty Media Corporation.  For the same client, we also handle programming and licensing agreements and other related commercial work.

Representation of Sony Music Entertainment in its partnership with IODA to create a new distribution and services network for independent rights holders.

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Sony Music Entertainment in its partnership with IODA to create a new distribution and services network for independent rights holders. As part of the partnership, Sony Music made an investment in IODA, a leader in digital distribution, marketing and technology solutions for the independent music industry.

Representation of Southern Union Co. in the sale of its Texas unit

Client: Southern Union Company
Firm Role: Seller's Counsel

We represented Southern Union Co. in the sale of its Texas unit, Southern Union Gas Company Texas, and related assets to Oneok, Inc. for $420 million in cash.  A news story written by The Daily Deal said the transaction was "like a breath of fresh air for bankers, who have seen few utility deals since Enron Corp.'s implosion late last year."

Representation of Southern Union Company in two public utility company mergers

Client: Southern Union Company
Firm Role: Company Counsel

We represented Southern Union Company in public mergers with Providence Energy Company and Fall River Gas Company.

Representation of Southern Union Company in various auction bids

Client: Southern Union Company
Firm Role: Bidder's Counsel

We represented Southern Union Company as bidder in auction bids for certain utility, gas and electric operations.

Representation of Special Opportunities Group LLC in the formation of several venture capital funds

Client: Special Opportunities Group LLC
Firm Role: Company Counsel

We represented Special Opportunities Group LLC in the formation of several venture capital funds.

Representation of Standard Bank of London Limited in connection with a $20 million secured export finance agreement

Client: Standard Bank of London Limited
Firm Role: Arranger's Counsel

Hughes Hubbard represented Standard Bank of London Limited as Lead Arranger, Administration Agent and Collateral Agent in a $20 million secured export finance agreement.

Representation of Standard Chartered Bank in its acquisition of a majority of the shares of capital stock of Extebandes S.A.

Client: Standard Chartered Bank
Firm Role: Purchaser's Counsel

Hughes Hubbard & Reed represented Standard Chartered Bank in its acquisition of a majority of the shares of capital stock of Extebandes S.A. through a public auction.

Representation of StarMedia Network in connection with various internet related projects, services and agreements

Client: StarMedia Network, Inc.
Firm Role: Joint Venture Partner's Counsel

We represented StarMedia Network, Inc., a Spanish and Portuguese-language internet portal and provider of wireless internet technology and content, in connection with a joint venture with CMGI for free internet service, the acquisition of web domain and related software from Portal Builders Ltd., the marketing and distribution of services over wireless networks in Latin America, the negotiation of a content distribution agreement with Net Zero, and the license of on-line chat technology from NovaWiz, Inc.

Representation of StarMedia Network in entering into a revenue-sharing agreement for the wireless distribution of its internet services in Latin America

Client: StarMedia Network, Inc.
Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard & Reed represented StarMedia Network in entering into a revenue-sharing agreement for the wireless distribution of its internet services in Latin America.

Representation of StarMedia Network in its merger with Webcast Solutions

Client: StarMedia Network, Inc.
Firm Role: Buyer's Counsel

We represented StarMedia Network, Inc. in its acquisition of and merger with Webcast Solutions, Inc.

Representation of StarMedia Network in the negotiation of several agreements for the joint development of co-branded channels

Client: StarMedia Network, Inc.
Firm Role: Joint Venture Partner's Counsel

We represented StarMedia Network, Inc., a Spanish and Portuguese-language internet portal and provider of wireless internet technology and content, in the negotiation of several agreements for the joint development of co-branded channels, including an agreement with About.com, Inc.

Representation of StarMedia Network Inc. in sale of equity to and strategic alliance with Bell South

Client: StarMedia Network, Inc.
Firm Role: Issuer's Counsel

We represented StarMedia Network Inc., a Spanish and Portuguese-language internet portal and provider of wireless internet technology and content, in securing equity financing from a group of investors led by Bell South Enterprises and a revenue sharing arrangement for Latin American wireless distribution of StarMedia’s internet services through Bell South affiliates.

Representation of StarMedia Network, Inc. in the sale of certain internet related assets and intellectual property

Client: StarMedia Network, Inc.
Firm Role: Seller's Counsel

Hughes Hubbard represented StarMedia Network, Inc. in the sale of certain internet related assets and intellectual property to Eresmas Interativa S.A.

Representation of Sumitomo Mitsui Banking Corporation as agent and lender in connection with various aircraft financings in the U.S. Airways and United Airlines chapter 11 proceedings

Hughes Hubbard represented Sumitomo Mitsui Banking Corporation as agent and lender in connection with various aircraft financings in the U.S. Airways and United Airlines chapter 11 proceedings and in connection with several out-of-court restructurings, including as agent for four participants in the workout of a letter-of-credit facility to a not-for-profit hospital.

Representation of Sun Capital Partners as the largest secured creditor and equity holder in the chapter 11 case of Lillian Vernon

Hughes Hubbard represented Sun Capital Partners as the largest secured creditor and equity holder in the chapter 11 case of Lillian Vernon.

Representation of Sun Capital Partners in its acquisition of Lillian Vernon Corporation

Firm Role: Buyer's Counsel

Hughes Hubbard represented Sun Capital Partners in its acquisition of Lillian Vernon Corporation from Direct Holdings Worldwide Inc., a diversified direct marketing holding company controlled by private investment firm Ripplewood Holdings and Zelnick Media, and in connection with the secured bridge financing with The Bank of Montreal to fund such acquisition. Hughes Hubbard also represented Lillian Vernon in connection with its secured revolving credit facility with Wachovia Bank for working capital following the acqusition.

Lillian Vernon is a 55-year-old catalog and online retailer of holiday decor, gift, household, fashion accessory and children's products. Sun Capital Partners is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies.

Representation of Sun Capital Partners, Inc. in the acquisition of Rag Shops, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Sun Capital Partners, Inc. in the acquisition by one of Sun Capital's affiliates of Rag Shops, Inc., a NASDAQ-listed specialty retailer of crafts and fabrics, by way of a tender offer followed by a short-form merger, including arranging the secured revolving credit and term loan facility with Wells Fargo Retail Finance, LLC to finance such acquisition and provide working capital for Rag Shops.  Sun Capital Partners is a leading private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies.

Representation of Sun Capital Partners, Inc. in the sale of Mattress Firm

Firm Role: Seller's Counsel

Hughes Hubbard represented client Sun Capital Partners, Inc. in the sale of one of the nation's leading bedding retailers and portfolio company Mattress Firm to J.W. Childs Associates, L.P. for approximately $450 million, including debt.  Hughes Hubbard and attorneys in its Private Equity Practice Group played an extensive role throughout Sun Capital's four-year ownership of Mattress Firm, having handled, among other things, Sun's original acquisition of the company, as well as Mattress Firm's various financings and refinancings, its strategic add-on acquisitions of Elite Management Team and Metropolitan Mattress, its attempted IPO and the eventual sale of the company. J.W. Childs Associates, L.P. is a private equity firm based in Boston, Massachusetts specializing in leveraged buyouts and recapitalizations of middle-market growth companies. Sun Capital Partners, Inc. is a private investment firm focused on leveraged buyouts, equity, debt and other investments in market-leading companies. Sun has offices in Boca Raton, New York and Los Angeles, and affiliates with offices in London, Shenzhen and Tokyo.

Representation of Sybron Dental Specialties Inc. in its acquisition by Danaher Corporation for approximately $2 billion

Firm Role: Company Counsel

Hughes Hubbard & Reed represented public company Sybron Dental Specialties Inc. in its acquisition by Danaher Corporation for approximately $2 billion. Under the terms of the agreement, Danaher made a cash tender offer to acquire all of the outstanding shares of Sybron Dental, followed by a second step cash-out merger. Danaher also assumed approximately $200 million of debt in connection with the acquisition. Sybron Dental Specialties is a leading manufacturer of consumables for the dental professional. Danaher Corporation is a leading manufacturer of professional instruments, tools and components.

Representation of Syncsort Incorporated in connection with its end user licensing program

Client: Syncsort Incorporated
Firm Role: Vendor's Counsel

We advised Syncsort Incorporated in connection with its end user licensing program including drafting agreements for the software company's end user licensing of high-performance sorting, backup and utility software.

Representation of Syncsort Incorporated in connection with its reseller licensing program

Client: Syncsort Incorporated
Firm Role: Vendor's Counsel

We advised Syncsort Incorporated in connection with its reseller licensing program including drafting agreements for the software company's relationships with its resellers, OEMs and VARs.

Representation of Taisho Pharmaceutical Co., Ltd. in connection with the establishment of its U.S. subsidiary

Firm Role: Company Counsel

We advised Taisho Pharmaceutical Co., Ltd. in connection with the establishment of, and ongoing legal matters with respect to, its U.S. subsidiary.

Representation of Takasago International Corporation (U.S.A.) in connection with an engineering contract with Raytheon Engineers & Constructors, Inc.

Firm Role: Company Counsel

The Firm represented Takasago International Corporation (U.S.A.) in connection with an engineering and construction contract with Raytheon Engineers & Constructors, Inc. for the development of a major chemical production facility in University Park, Illinois.

Representation of Takasago International Corporation and Takasago International Corporation (U.S.A.) in connection with an engineering, procurement and construction services agreement

Firm Role: Company Counsel

We represented Takasago International Corporation and Takasago International Corporation (U.S.A.) in the negotiation of an engineering, procurement and construction services agreement for a major retooling of a former Monsanto aspartame plant to produce fine chemicals.  We also represented Takasago in the restructuring of its U.S. operations.  Takasago is a worldwide supplier of flavors, fragrances and aroma chemicals.

Representation of Tasaki Shinju in connection with a restructuring of its U.S. operations

Firm Role: Company Counsel

Hughes Hubbard represented Tasaki Shinju in a complex restructuring of its U.S. operations involving the consolidations and mergers of three subsidiaries and the related withdrawals of the merged subsidiaries and qualification of the surviving subsidiary to transact business in 19 states.  Tasaki Shinju is a well-known Japanese jewelry retailer. 

Representation of Teijin America, Inc. in connection with various agreements with contract research

Hughes Hubbard represented Teijin America, Inc. in connection with various agreements with contract research organizations ("CROs") for the conduct of clinical trials.

Representation of Teijin America, Inc. in internal restructuring matters

Firm Role: Company Counsel

The Firm represents Teijin America, Inc., the U.S. subsidiary of Teijin Limited, a major Japanese pharmaceutical company, in corporate reorganization matters as well as contractual and regulatory issues involving clinical trials and FDA approval of a new drug.

Representation of Tele Celular Sul Participaçôes S.A.--TSU in its merger with its affiliate Tele Nordeste Celular Participaçôes S.A.--TND

Client: Tele Celular Sul Participaçôes S.A.--TSU
Firm Role: Company Counsel

Hughes Hubbard & Reed represented Tele Celular Sul Participaçôes S.A.--TSU, a Brazilian subsidiary of Telecom Italia Mobile S.p.A., in its merger with its affiliate Tele Nordeste Celular Participaçôes S.A.--TND, both with their respective American Depositary Receipts listed on the New York Stock Exchange.

Representation of Telex Chile S.A. in connection with its direct investments in the United States telecommunications industry

Client: Telex Chile S.A.
Firm Role: Company Counsel

Hughes Hubbard & Reed represented Telex Chile S.A. in connection with its direct investments in the United States telecommunications industry.

Representation of Testa Inmuebles en Renta S.A. in the purchase of an office building in downtown Miami

Client: Testa Inmuebles en Renta S.A.
Firm Role: Purchaser's Counsel

Hughes Hubbard & Reed represented Testa Inmuebles en Renta S.A., a subsidiary of a publicly-traded Spanish real estate company, in the purchase of an office building in downtown Miami, and in the leasing of space in such building to various Latin America-based tenants.

Representation of the American Bureau of Shipping in a joint venture with Lloyd's Register.

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented American Bureau of Shipping (“ABS”), a marine classification society, in a joint venture with London-based classification society Lloyd’s Register.  Houston-based ABS provides marine and offshore classification services.  The agreement enables the two companies to develop and market classification rules software that they jointly developed for ship designers and builders.

Representation of The Arba Group in the acquisition of a regional shopping center

Client: The Arba Group Inc.
Firm Role: Buyer's Counsel

We represented an affiliate of The Arba Group in the acquisition of a regional shopping center in Hawthorne, California where part of the purchase price was obtained through financing from an affiliate of Credit Suisse First Boston and the balance was raised from private investors in a limited liability company.

Representation of The Arba Group Inc. in the acquisition of in-line retail properties in Beverly Hills

Firm Role: Company Counsel

Hughes Hubbard represented affiliates of The Arba Group Inc., a prominent Southern California real estate development and property management company, in several multi-million dollar transactions, including the acquisition of several in-line retail properties in Beverly Hills and the refinancing of a regional shopping center in North Hollywood.

Representation of The Arba Group Inc. in the partial redemption of an investor's limited liability company ownership interest

Client: The Arba Group Inc.
Firm Role: Company Counsel

Hughes Hubbard represented The Arba Group Inc., a prominent Southern California real estate development and property management company, in the partial redemption of an investor's limited liability company ownership interest in a shopping center in Southern California and the formation of a joint venture with an affiliate of Kimco Realty Corporation to acquire a preferred equity interest in the entity which owns the shopping center.

Representation of The Bank of Nova Scotia as agent for a forty member lender group in the Adelphia chapter 11 proceedings

Hughes Hubbard represented The Bank of Nova Scotia as agent for a forty member lender group in the Adelphia chapter 11 proceedings including litigation of the lender group’s claims in the Bankruptcy Court and the District Court; negotiation of favorable treatment under Adelphia’s plans of reorganization; and defense of the lenders in a major “lender liability” case brought in the U.S. District Court by the Creditors’ Committee and a litigation trust established under the plans.

Representation of the Central Bank of Paraguay in connection with a landmark currency swap agreement with the International Finance Corporation.

Firm Role: Bank Counsel

Representation of the Central Bank of Paraguay ("BCP") in connection with a landmark currency swap agreement with the International Finance Corporation ("IFC").  For the IFC, this is the first currency swap agreement entered into with a Latin American central bank.  For the BCP, the deal represents the first derivatives transaction of its kind.  The swap agreement enables the IFC to provide loans to the Paraguayan private sector in local currency.

Representation of the Codina Group in a joint venture to develop and operate an office building in Florida

Client: Codina Group
Firm Role: Joint Venture Partner's Counsel

We represented the Codina Group in a joint venture with St. Joe Corporation and J.P. Morgan to develop and operate a 16-story, 225,000-square foot, Class A office building in Coral Gables, Florida.

Representation of The Equitable Life Assurance Society of the United States in the sale of a prime Philadelphia development parcel

Client: The Equitable Life Assurance Society of the United States
Firm Role: Seller's Counsel

We represented The Equitable Life Assurance Society of the United States, and its servicing arm, Lend Lease Real Estate Investments, in the sale of a prime Philadelphia development parcel - 90,000 square feet in the heart of downtown Philadelphia - to Liberty Property Trust.  The property will be used to build the city's first new office tower in ten years.

Representation of the Federal National Mortgage Association restructuring of debt of $88 million secured with real property affected by the events of September 11

Client: Federal National Mortgage Association
Firm Role: Creditor's Counsel

We represent Fannie Mae in restructuring debt of approximately $88 million, owed by borrowers with property affected by the events of September 11.

Representation of the French-Swiss chemical group AET in its acquisition of Kodak's Fine Chemical Business in France

Firm Role: Buyer's Counsel

Hughes Hubbard represented the French-Swiss chemical group AET in its acquisition of Kodak's Fine Chemical Business in France, at Kodak’s industrial site in Châlon-sur-Saone.

Representation of the Government of Jamaica in the privatization of Air Jamaica through its sale to Caribbean Airlines

Hughes Hubbard represented the Government of Jamaica in the privatization of Air Jamaica through its sale to Caribbean Airlines.

Representation of the independent directors of women's website, iVillage Inc., in connection with iVillage's acquisition by NBC Universal Inc.

Firm Role: Counsel to the Independent Directors

Hughes Hubbard represented the independent directors of women's website, iVillage Inc., in connection with iVillage's acquisition by NBC Universal Inc.

Representation of the Los Angeles Dodgers in their negotiations regarding Dodgertown

Client: Los Angeles Dodgers
Firm Role: Lessee's Counsel

For the Los Angeles Dodgers, our attorneys handled negotiations regarding Dodgertown, the team’s spring training facility in Vero Beach, Florida.  The Dodgers agreed to sell the baseball and conference facilities of Dodgertown to Indian River County, to lease the facilities back from the County and to sell adjacent land to a developer for a “Dodgertown-themed” mixed-use development.

Representation of the majority shareholder of United Investment Management in a going private merger

Firm Role: Buyer's Counsel

For Torchmark Corporation, the majority shareholder of United Investment Management, we negotiated a going private merger.

Representation of The MathWorks, a scientific and technical software developer, in its acquisition of its partner Grenoble-based PolySpace Technologies

Firm Role: Buyer's Counsel

Hughes Hubbard represented The MathWorks, a scientific and technical software developer, in its acquisition of its partner Grenoble-based PolySpace Technologies. The MathWorks is a leading developer and supplier of software for technical computing and model-based design.

Representation of the Morongo Band in mergers and acquistiions, finance, tax and real estate investment matters.

Client: Morongo Band of Mission Indians
Firm Role: Company Counsel

Representation of the Morongo Band in mergers and acquistiions, finance, tax and real estate investment matters.

Representation of the National Football League in connection with the establishment of a Japanese subsidiary

Firm Role: Company Counsel

We advised the National Football League in connection with the establishment of a Japanese subsidiary for the purpose of licensing NFL products and promoting NFL events in Japan.

Representation of the Navajo Nation in its first venture into gaming, including six planned casinos in two states

Firm Role: Company Counsel

Representation of the Navajo Nation in its first venture into gaming, inlcuding six planned casinos in two states.

Representation of the negotiation committee of the board of directors of Educate, Inc. in its acquisition by an investor group

Firm Role: Special Committee Counsel

Hughes Hubbard served as co-counsel to the negotiation committee of the board of directors of Educate, Inc. in its acquisition for $535 million – including assumed debt – by an investor group including its chief executive and two private equity firms. Baltimore, Md.-based Educate operates pre-kindergarten through grade 12 tutoring services under the Sylvan Learning and Hooked on Phonics brands. Skadden, Arps, Slate, Meagher & Flom LLP served as Hughes Hubbard's co-counsel. Credit Suisse, Houlihan Lokey Howard & Zukin Capital, Inc. and Goldman Sachs & Co. also advised Educate.

Representation of the Sanwa Bank Group in the sale and disposition of a municipal derivatives portfolio

Client: Sanwa Financial Products
Firm Role: Bank Counsel

We handled the sale and disposition by the Sanwa Bank Group of a municipal derivatives portfolio to a group of purchasers including Bank of America, Société Générale, Greenwich Natwest Capital Markets and JP Morgan Chase Securities.

Representation of the Sanwa Bank Group in the transfer of a fixed income derivatives portfolio

Client: Sanwa Financial Products
Firm Role: Bank Counsel

The Firm represented the Sanwa Bank Group in its transfer of a fixed income derivatives portfolio from a U.S. non-bank affiliate to a Sanwa Bank affiliate in Japan.  This transaction involved the negotiation of over 100 agreements with global derivatives counter-parties in Europe and Asia.

Representation of the Saudi royal family in restructuring one of their companies

Client: Confidential Client
Firm Role: Company Counsel

The Firm assisted two members of the Saudi royal family in restructuring one of their companies that owned real estate in France, the United Kingdom and Spain.  As part of the restructuring, we amended an existing Guernsey Trust Deed and helped in the spinoff of a Netherlands company.

Representation of the senior bank creditors in the financial restructuring of a commercial paper program, a Floating Rate Note program and International Finance Corporation loan facilities of Banco de Galicia y Buenos Aires S.A.

Client: Confidential Client
Firm Role: Lender's Counsel

Hughes Hubbard & Reed represented the senior bank creditors in the financial restructuring of a commercial paper program, a Floating Rate Note program and International Finance Corporation loan facilities of Banco de Galicia y Buenos Aires S.A. through an exchange offer.

Representation of the steering committee of senior creditors in the financial restructuring of a commercial paper program for Banco B.I. Creditanstalt S.A.

Client: Confidential Client
Firm Role: Lender's Counsel

Hughes Hubbard & Reed represented the steering committee of senior creditors in the financial restructuring of a commercial paper program for Banco B.I. Creditanstalt S.A., an Argentine bank, through an exchange offer.

Representation of the underwriters in a $600 million public offering of Viacom debt securities

Firm Role: Underwriter's Counsel

We represented the underwriters in a public offering of $600 million of senior notes of Viacom Inc. guaranteed by Viacom International.  The underwriters, for whom Deutsche Bank Securities acted as sole book-running manager and Credit Suisse First Boston and Dresdner Kleinwort Wasserstein acted as joint lead managers, also included BNY Capital Markets, Inc., Mizuho International plc, Scotia Capital, The Royal Bank of Scotland and Wachovia Securities.  The senior notes were listed on the Luxembourg Stock Exchange.

Representation of the underwriters in a $700 million public offering of Viacom debt securities

Firm Role: Underwriter's Counsel

We represented the underwriters in a public offering of $700 million of 5.625% Senior Notes due 2007 of Viacom Inc. guaranteed by Viacom International.  The underwriters, for whom Banc of America Securities LLC and JPMorgan acted as joint book-running managers, included Daiwa Securities SMBC Europe, Fleet Securities, Inc. and Tokyo-Mitsubishi International plc.  The senior notes were listed on the Luxembourg Stock Exchange.

Representation of the underwriters in CBS Corp.'s $750 million offering of senior notes comprised of $400 million of 8.2% senior notes and $350 million of 8.875% senior notes.

Firm Role: Underwriter's Counsel

Hughes Hubbard represented the underwriters in CBS Corp.’s $750 million offering of senior notes comprised of $400 million of 8.2% senior notes and $350 million of 8.875% senior notes. CBS will use the net proceeds of the offering to purchase its outstanding 7.7% senior notes and for general corporate purposes.

Representation of the underwriters in institutional high yield debt financings for California Indian gaming facilities

Firm Role: Underwriter's Counsel

Hughes Hubbard & Reed represented the underwriters in two of the first three institutional high yield debt financings to date for California Indian gaming facilities.  We continue to be in the forefront of financing for Indian gaming in California.

Representation of the underwriters in the initial public offering of World Airways

Firm Role: Underwriter's Counsel

We represented PaineWebber Incorporated, J.P. Morgan Securities, Salomon Brothers and L.H. Friend, Weinress, Frankson & Presson, Inc. in the initial public offering of World Airways.

Representation of the underwriters, including Bank of America, Merrill Lynch and Morgan Stanley, in Viacom Inc.’s public offering and sale of $500 million senior notes

Firm Role: Underwriter's Counsel

Hughes Hubbard represented the underwriters, including Bank of America, Merrill Lynch and Morgan Stanley, in Viacom Inc.’s public offering and sale of $500 million senior notes. The firm simultaneously also represented the same entities plus Mitsubishi UFJ Securities as dealer managers in the tender offer for $500 million of Viacom’s outstanding senior notes.

Representation of the underwriting group in CBS Corp.'s $600 million offering of senior notes

Firm Role: Underwriter's Counsel

Hughes Hubbard represented the underwriting group in CBS Corp.’s $600 million offering of senior notes.  CBS issued $300 million of 4.30 percent senior notes due 2021 and $300 million of 5.90 percent senior notes due 2040.

Representation of The Union Theological Seminary in connection with amendments to its secured loans

Client: Union Theological Seminary
Firm Role: Borrower's Counsel

Hughes Hubbard represented The Union Theological Seminary in the City of New York in connection with amendments to its secured $11.5 million term loan and $2.5 million revolving loan with Allied Irish Banks, p.l.c.

Representation of the United States operating subsidiary of a New Zealand development company in the acquisition of six different parcels of land

Client: Confidential Client
Firm Role: Company Counsel

Hughes Hubbard represented the United States operating subsidiary of a New Zealand development company in the acquisition of six different parcels of land in Southern California for development of residential condominium projects and in the procurement of development and construction financing, to be sold at prices aggregating in excess of $75 million.

Representation of the world's leading magazine publisher in an International Chamber of Commerce arbitration

Firm Role: Arbitrator

Hughes Hubbard & Reed represented the world’s leading magazine publisher in an International Chamber of Commerce arbitration arising from a dispute over the terms of a license to publish a Spanish-language magazine in Mexico.

Representation of TheStreet.com in equity financing, strategic alliance and licensing

Client: TheStreet.com
Firm Role: Issuer's Counsel

We represented TheStreet.com in the sale of equity to Vulcan Ventures and the sale of equity to and a strategic alliance and licensing arrangement with Go2Net.

Representation of TheStreet.com in its acquisition of Stockpickr.com

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented TheStreet.com in its acquisition of the 50.1% stake in Stockpickr.com that it did not already own from former partner A.R. Partners LLC. Stockpickr.com provides insight into professional portfolios (including those of Warren Buffett and George Soros) and individual investor portfolios, so visitors to the site can learn how to invest following professionals’ strategies. TheStreet.com is a multimedia provider of financial news and information.

Representation of TheStreet.com in its acquistiion of a 20% interest in Geezeo with an option to acquire the rest

Client: TheStreet.com
Firm Role: Buyer's Counsel

Hughes Hubbard represented TheStreet.com in its acquisition of a 20% interest in Geezeo with an option to acquire the rest.

Representation of TheStreet.com in its acquistion of Weiss Ratings, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented TheStreet.com in its acquisition of Weiss Ratings, Inc. Founded in 1988, Weiss Ratings provides independent financial evaluations in industries where it believes investors are at risk. TheStreet.com, Inc., a publicly held company, is a leading multimedia provider of business and investment content.

Representation of TheStreet.com, Inc. in its acquisition of Bankers Financial Products Corp.

Firm Role: Buyer's Counsel

The firm represented TheStreet.com, Inc. in its acquisition of Bankers Financial Products Corp., including BankingMyWay and RateWatch. The Street.com is a leading provider of financial news and ratings, business and investment content and custom advertising solutions. RateWatch is one of the nation’s largest providers of pricing solutions for banks and credit unions. BankingMyWay.com, using the data set of RateWatch, allows consumers to conduct free searches to find the best banking rates within their city, zip code or state.

Representation of TheStreet.com, Inc. in its acquisition of Corsis Technology Group II LLC, a leading provider of custom solutions for advertisers, marketers and content publishers

Firm Role: Buyer's Counsel

Hughes Hubbard represented TheStreet.com, Inc. in its acquisition of Corsis Technology Group II LLC, a leading provider of custom solutions for advertisers, marketers and content publishers. TheStreet.com, Inc. is a leading multimedia provider of business, investment and ratings content, available through its proprietary properties, which include web sites, email subscription services, syndication and audio and video programming. Corsis owns Promotions.com, which is a full-service online promotions agency that implements interactive promotions for some of the largest brands in the world.

Representation of TheStreet.com, Inc. in its sale of a minority stake to Technology Crossover Ventures

Firm Role: Seller's Counsel

Hughes Hubbard represented financial media company TheStreet.com, Inc. in its sale of a minority stake to Technology Crossover Ventures, a provider of growth capital to late-stage private and public companies. The investment will support TheStreet.com’s strategy to become the premier online destination for financial information. Technology Crossover Ventures is a leading growth equity investor focused on investing in premier later stage technology companies.

Representation of TheStreet.com, Inc. in its sale of its membership interest in its Promotions.com LLC subsidiary

Firm Role: Seller's Counsel

Hughes Hubbard represented TheStreet.com, Inc. in its sale of its membership interest in its Promotions.com LLC subsidiary.  The purchaser is a company owned by the managers of the Promotions.com business who previously sold the Promotions.com business to TheStreet.com.  Promotions.com is a leading interactive-services provider for marketers, agencies and media companies.

Representation of TJX Companies in the establishment of a co-branded credit card program

Client: TJX Companies Inc.
Firm Role: Company Counsel

We assisted in the establishment of a co-branded credit card program for the TJX Companies Inc.

Representation of Tong Yang Group in its acquisition of an equity stake in a life insurance company

Firm Role: Buyer's Counsel

Our attorneys assisted Tong Yang Group in its acquisition of a major equity stake in a life insurance company that had been organized as a joint venture insurance company, under special laws, with a major U.S. insurance company in Korea.

Representation of Toray Industries in connection with global licensing transactions

Firm Role: Company Counsel

The Firm has been retained by Toray Industries, a major Japanese manufacturer of carbon fiber and other synthetic composites with 100 subsidiaries worldwide, to give legal advice on global licensing transactions.

Representation of Toyota Motor Credit Corp. as a secured creditor in connection with the Performance Transportation and Hi-Lift chapter 11 cases

Hughes Hubbard represented Toyota Motor Credit Corp. as a secured creditor in connection with the Performance Transportation and Hi-Lift chapter 11 cases.

Representation of Transocean Inc. in its initial public offering

Firm Role: Issuer's Counsel

We represented Transocean Inc. in its initial public offering and separation from its parent company, Sonat Inc.

Representation of Transworld Oil in its acquisition of a 70% interest in a French start-up company

Firm Role: Buyer's Counsel

The Firm represented Transworld Oil in its acquisition of a 70% interest in a French start-up company dealing in dematerialized payment solutions and remote payment systems and engineering.

Representation of Tribe in research and analysis for the development of hedge fund to be owned and operated by an Indian Nation.

Client: Tribal Hedge Fund
Firm Role: Company Counsel

Representation of Tribe in research and analysis for the development of hedge fund to be owned and operated by an Indian Nation.

Representation of two groups of investors in the establishment of hotels

Client: Confidential Client
Firm Role: Buyer's Counsel

The Firm is assisting two groups of investors in the establishment of hotels:  a Swiss group that we are helping to acquire a 3000-bed hotel-resort-casino in Morocco for $150 million, and a Luxembourg group we are assisting in negotiations for a hotel in Istanbul.

Representation of U.S. Bank, National Association, in connection with a $200 million revolving credit and letter of credit facility

Firm Role: Bank Counsel

Hughes Hubbard represented U.S. Bank, National Association, as Administrative Agent and Lead Arranger, in connection with a $200,000,000 revolving credit and letter of credit facility for Tenaska Energy, Inc. and Tenaska Energy Holdings, LLC.

Representation of U.S. Surgical Corporation on the French corporate and regulatory aspects of its acquisition of the Valley lab division of Pfizer, Inc.

Client: U.S. Surgical Corporation

Hughes Hubbard represented U.S. Surgical Corporation on the French corporate and regulatory aspects of its acquisition of the Valley lab division of Pfizer, Inc.

Representation of U.S. Tennis Association in a deal to become a 25 percent owner of the World TeamTennis Pro League

Firm Role: Buyer's Counsel

Hughes Hubbard represented the U.S. Tennis Association in a deal to become a 25 percent owner of the World TeamTennis Pro League. The new partnership will develop more tennis players from local communities to the professional ranks.

Representation of Under Armour Performance Apparel Co. in connection with its forays into the proprietary retail apparel business

Client: Under Armour Performance Apparel Co.
Firm Role: Buyer's Counsel

Hughes Hubbard is providing real estate counsel to Under Armour Performance Apparel Co. in connection with its forays into the proprietary retail apparel business. Baltimore-based Under Amour is one of the leading makers of performance athletic wear. Under Armour specializes in sport-specific wear and makes products using moisture-wicking and heat-dispersing fabrics designed to keep athletes dry even in intense heat. It is the official supplier of Major League Baseball (MLB) and the National Hockey League (NHL). Until now, the company's athletic wear had been available via the internet, in catalogues and in over 3000 retail stores, none of them company-owned. The new, company-owned stores will be opening in Williamsburg, VA; Ellenton, FL; Orlando, FL; and Kenosha, WI.

Representation of underwriter for $350,000,000 proposed high yield bond offering to construct a casino and resort facility for a Northern California tribe

Firm Role: Underwriter's Counsel

Representation of Underwriter for $350,000,000 proposed high yield bond offering to construct a casino and resort facility for a Northern California Tribe.

Representation of underwriters in CBS Corp.'s $500 million offering of senior notes

Firm Role: Underwriter's Counsel

Hughes Hubbard represented the underwriters in CBS Corp.’s $500 million offering of senior notes.   Under the deal, CBS issued $500 million of 5.75% senior notes due 2020.  CBS will use the net proceeds of the offering to fund the company’s pending offer to purchase up to $500 million of its outstanding 6.625% senior notes due 2011, 8.625% debentures due 2012 and 5.625% senior notes due 2012 and for general corporate purposes.

Representation of Union Bank N.A. in workouts and out-of-court restructurings relating to project financings

Hughes Hubbard represented Union Bank N.A. in workouts and out-of-court restructurings relating to project financings.

Representation of Union Bank of California and Bank One in connection with revolving credit and letter of credit facilities

Client: Union Bank of California, N.A.
Firm Role: Arranger's Counsel

The Firm represented Union Bank of California, N.A. and Bank One, NA, as joint lead arrangers, in connection with a $110 million revolving credit and letter of credit facility for DQE, Inc. and a $180 million revolving credit and letter of credit facility for Duquesne Light Company.

Representation of Union Bank of California in connection with a letter of credit facility supporting tax-exempt bonds of a power plant joint venture company

Client: Union Bank of California, N.A.
Firm Role: Agent's Counsel

The Firm represented Union Bank of California, N.A., as Administrative Agent, in connection with a letter of credit facility supporting tax-exempt bonds issued for the benefit of Burney Forest Products, a joint venture company that owns and operates a wood burning power plant in California.

Representation of Union Bank of California in connection with the refinancing of secured notes

Client: Union Bank of California, N.A.
Firm Role: Agent's Counsel

The Firm represented Union Bank of California, N.A., as Administrative Agent, in the refinancing of secured notes issued in connection with the sale/leaseback of a coal-fired electric generating plant operated by Tucson Electric Power Company.

Representation of Union Bank of California, N.A. and KeyBank National Association in a project financing for the development of the Bull Mountain coalmine in Montana

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank of California, N.A. and KeyBank National Association as joint lead arrangers of a project financing including a $200-million revolving credit facility to finance the development of the Bull Mountain coalmine in Montana by a joint venture and a separate $75-million revolving credit facility that will be utilized to develop a 35-mile rail spur to transport the coal from the mine to coal-fueled power plants.

Representation of Union Bank of California, N.A. and The Royal Bank of Scotland plc in providing financing for the Brooklyn Navy Yard power plant

Firm Role: Lender's Counsel

Hughes Hubbard & Reed represented Union Bank of California, N.A. and The Royal Bank of Scotland plc in providing financing for the Brooklyn Navy Yard power plant. Union Bank of California served as the lead arranger and agent for two separate credit facilities – a working capital and letter of credit facility and a letter of credit facility. The Brooklyn Navy Yard power plant, a 286 megawatt gas-fired, combined-cycle cogeneration facility, which Brooklyn Navy Yard Cogeneration Partners, L.P. has commercially operated since 1996, supplies power to Consolidated Edison of New York, as well as other utilities. The credit facilities refinanced existing debt that had been provided by the Bank of Montreal. In addition, under the letter of credit facility, Union Bank of California issued several letters of credit to support various obligations of the power plant, including obligations in respect to tax-exempt bonds issued by the New York City Industrial Development Agency that had been used to finance the construction of the power plant. The credit facilities were subsequently syndicated to additional financial institutions.

Representation of Union Bank of California, N.A. in a $143.5 million credit facility for AES Corp's Shady Point coal-fired co-generation power plant

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank of California, N.A. in a $143.5 million credit facility for AES Corp's Shady Point (Oklahoma) coal-fired co-generation power plant. The deal involved the restructuring of the 1987 project financing of the power plant and included a separate $22.6 million letter of credit facility for AES Shady Point's parent company, AES Oklahoma Management Co. A syndication effort for both credit facilities is currently in progress.

Representation of Union Bank of California, N.A. in a letter of credit facility

Client: Union Bank of California, N.A.
Firm Role: Agent's Counsel

The Firm represented Union Bank of California, N.A., as Administrative Agent and Letter of Credit Issuing Bank, in a letter of credit facility for Arizona Public Service Company. 

Representation of Union Bank of California, N.A. in a revolving credit and letter of credit facility for Ormat Nevada, Inc.

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank of California, N.A. in a revolving credit and letter of credit facility for Ormat Nevada, Inc., a subsidiary of Ormat Technologies, Inc. (an New York Stock Exchange listed company) . Based in Nevada, Ormat develops, manufactures and operates power systems that draw on locally available heat sources, such as geothermal energy, biomass and solar power and that are used around the world.

Representation of Union Bank of California, N.A. in a secured revolving credit and letter of credit facility for Entergy Gulf States, Inc.

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank of California, N.A. in a secured revolving credit and letter of credit facility for Entergy Gulf States, Inc.  Entergy Gulf States, a subsidiary of Entergy Corporation, is an electric utility operating in Louisiana and Texas.  The financing was secured by first mortgage bonds issued by Entergy Gulf States.

Representation of Union Bank of California, N.A. in a term loan facility to finance a 155-megawatt natural gas-fired cogeneration power plant in Auburndale, Florida

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank of California, N.A. in a $35-million term loan facility to finance a portion of the purchase price of a 155-megawatt natural gas-fired cogeneration power plant in Auburndale, Florida that Canada’s Atlantic Power Corporation acquired from ArcLight Energy Partners Fund I, L.P. and Calpine Corporation.

Representation of Union Bank of California, N.A. in connection with a project financing for a 580-megawatt power plant owned by Dogwood Energy LLC, a subsidiary of Kelson Holdings, LLC

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank of California, N.A. in connection with a project financing for a 580-megawatt power plant owned by Dogwood Energy LLC, a subsidiary of Kelson Holdings, LLC. Union Bank provided a senior secured, bridge term loan facility. Dogwood Energy purchased the power plant, which is located in Pleasant Hill, Missouri, from the bankrupt San-Jose based Calpine Corporation after receiving authorization to do so from the Federal Energy Regulatory Commission. Dogwood originally financed the purchase of the power plant through a combination of equity, subordinated debt and senior secured debt provided by the New York hedge fund Harbinger Capital Partners, which owns Kelson Holdings. The bridge loan provided by Union Bank of California refinanced the senior secured debt provided by Harbinger. Kelson Holdings also owns three merchant power plants in Oklahoma, Texas and Mississippi with a combined capacity of 3,300 megawatts.

Representation of Union Bank of California, N.A. in connection with a project financing of a cogeneration facility in Texas

Firm Role: Agent's Counsel

We represented Union Bank of California, N.A., as Administrative Agent and Project Agent, in connection with various amendments, consents and waivers to a $400 million project financing of a 424-megawatt natural gas-fired, combined cycle cogeneration facility located near Freeport, Texas. The transaction involved the sale by Dynegy Inc. of its 50% interest in such facility to General Electric Capital Corporation.

Representation of Union Bank of California, N.A. in connection with revolving credit and letter of credit facilities for Nevada Power Company and Sierra Pacific Power Company

Client: Union Bank of California, N.A.
Firm Role: Bank Counsel

Hughes Hubbard represented Union Bank of California, N.A., as Sole Lead Arranger and Administrative Agent, in connection with a $350,000,000 revolving credit and letter of credit facility for Nevada Power Company and a $75,000,000 revolving credit and letter of credit facility for Sierra Pacific Power Company, in each case secured by General and Refunding Mortgage Bonds issued by such utility company.

Representation of Union Bank of California, N.A. in connection with the restructuring of a $143 million project financing for a 320 MW coal-fired cogeneration facility

Firm Role: Bank Counsel

Hughes Hubbard represented Union Bank of California, N.A., as Lead Arranger, Agent and Issuing Bank, in connection with (i) the restructuring of a $143,400,000 project financing for a 320 MW coal-fired cogeneration facility located near Panama, Oklahoma, owned by AES Shady Point, LLC, a subsidiary of The AES Corporation, and (ii) a $22,635,000 debt service reserve letter of credit and reimbursement facility for AES Oklahoma Management Co., LLC, the parent company of AES Shady Point, LLC. 

Representation of Union Bank of California, N.A. in connection with the restructuring of a $300,300,000 project financing for a 225 MW pulverized coal-fired cogeneration facility

Firm Role: Bank Counsel

Hughes Hubbard represented Union Bank of California, N.A., as Tax-Exempt Administrative Agent and DSR LOC Provider, in connection with the restructuring of a $300,300,000 project financing for a 225 MW pulverized coal-fired cogeneration facility located in Logan Township, New Jersey, owned by National Energy & Gas Transmission, Inc. and Cogentrix Energy, Inc.

Representation of Union Bank of California, N.A., in connection with two project financings for Cogentrix Energy, Inc.

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank of California, N.A. as the lead agent and arranger of two project financings for subsidiaries of Cogentrix Energy, Inc., a leading U.S. independent power producer that is owned by Goldman Sachs. The loans financed improvements to two of Cogentrix’s power plants located in Virginia. Each plant is a 120-megawatt coal-fueled cogeneration facility, and sells electricity to Virginia Electric Power Company and steam to neighboring industrial users.

Representation of Union Bank, N.A. as agent and a lead arranger, in a $175 million senior unsecured term loan facility for Pinnacle West Capital Corporation

Firm Role: Arranger's Counsel

Hughes Hubbard represented Union Bank, N.A., as agent and a lead arranger, in a $175 million senior unsecured term loan facility for Pinnacle West Capital Corporation (“Pinnacle West”).  Headquartered in Phoenix, Pinnacle West is the public utility holding company of Arizona Public Service Company (“APS”), an electric utility.

Representation of Union Bank, N.A. as collateral agent (succeeding Lehman Commercial Paper Inc.) in connection with a credit facility for the Tenaska Energy private equity fund focused on the energy industry

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank, N.A. as collateral agent (succeeding Lehman Commercial Paper Inc.) in connection with a credit facility for the Tenaska Energy private equity fund focused on the energy industry.   The financing was used for the acquisition of power generation facilities in Illinois.

Representation of Union Bank, N.A. in a $50 million senior revolving credit facility for Allegheny Generating Company

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank, N.A., as administrative agent and lender, in a $50 million senior revolving credit facility for Allegheny Generating Company, a Virginia corporation and subsidiary of Allegheny Energy, Inc.

Representation of Union Bank, N.A. in the structuring of $350 million syndicated senior secured credit facility to FirstEnergy Corp.

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank, N.A., as lead arranger, administrative agent and a lender, in the structuring of a $350 million syndicated senior secured credit facility to two affiliates of public utility holding company FirstEnergy Corp. and its joint venture partner Boich Companies. Union Bank funded $55 million of the two-year term loan facility which went to Signal Peak Energy, LLC and Global Rail Group, LLC. Signal Peak is the owner of the Bull Mountain coal mine located near Roundup, Mont.; Global Rail owns the 35-mile rail spur used to transport coal from the mine to the Burlington Northern Santa Fe Railroad. The coal is purchased by FirstEnergy affiliates for use in various power plants.   FirstEnergy oversees subsidiaries and affiliates involved in the generation, transmission and distribution of electricity, energy management and other services.

Representation of Union Bank, N.A. in three related syndicated credit facilities invoving Tuscon-based UniSource Energy Corporation and its subsidiaries

Firm Role: Lender's Counsel

Hughes Hubbard represented Union Bank, N.A. in three related syndicated credit facilities involving Tucson-based UniSource Energy Corporation ("UniSource") and its subsidiaries. Union Bank served as administrative agent and co-lead arranger.  For the first credit facility, a syndicate of various lenders provided a $125 million revolving credit and letter of credit facility to parent UniSource. The second credit facility consisted of a $100 million revolving credit and letter of credit facility provided by a syndicate of lenders to UNS Electric, Inc. and UNS Gas, Inc. (collectively, the "UNS Borrowers"), two of UniSource’s regulated utility subsidiaries that provide gas and electric service to over 30 counties in Arizona.　 Finally, a separate syndicate of lenders provided a $541 million revolving credit and letter of credit facility to Tucson Electric Power Company ("TEP"), the second largest investor-owned electric utility in Arizona and the principal operating subsidiary of UniSource.

Representation of Union Bank, N.A., as trustee and collateral agent in a US$1.05 billion international project financing for a copper and gold mine in Chile

Firm Role: Agent's Counsel

Hughes Hubbard represented Union Bank, N.A., as trustee and collateral agent in a US$1.05 billion international project financing for the construction, development and operation of an open-pit copper and gold mine in the Sierra Gorda District in northern Chile.   Chile’s Antofagasta mining group obtained the financing for its subsidiary Minera Esperanza from a consortium of banks and development agencies.

Representation of Union Theological Seminary in the negotiation of a 999 year Manhattan lease

Client: Union Theological Seminary
Firm Role: Lessor's Counsel

Hughes Hubbard & Reed LLP represented its long-time client, Union Theological Seminary, in the leasing of three of its buildings to Columbia University.  One of the buildings, the Burke Library, was leased for 999 years.  As part of this deal, Union transferred its million-volume library collection to Columbia.  This collection is the largest and most important theological library in the Western Hemisphere.  Union retained the right to use the collection and Columbia's libraries in perpetuity.

Representation of United, American, Delta, Northwest and Continental airlines in their sale of Orbitz to Cendant Corp.

Firm Role: Seller's Counsel

Hughes Hubbard represented the five airlines (United, American, Delta, Northwest and Continental) which founded Orbitz, Inc. and controlled two-thirds of its voting stock in the acquisition of Orbitz by Cendant Corp., a transaction valued at approximately $1.25 billion. The airlines founded Orbitz in February 2000 and first sold shares of Orbitz to the public in December 2003. Chicago-based Orbitz, which was independently the third-largest online travel agency, is a leading provider of travel-related products ranging from airline tickets, lodging, and rental cars to cruises and vacation packages. Cendant is the New York-based motel and rental car giant that owns CheapTickets.com, Avis Rent A Car, Days Inn and Galileo International Inc., a computerized reservations system used by travel agents, in addition to such other businesses as Century 21 Real Estate.  The combined company surpasses Travelocity as the second-largest online travel agency.

Representation of universities and institutions in connection with antitrust aspects of various activities

Client: Columbia University
Firm Role: Company Counsel

We represent and counsel universities and institutions, including Columbia and Colgate, in connection with antitrust aspects of various activities, including activities with other institutions and licensing of intellectual property.

Representation of Upstream Point Molate in connection with a $500 million project to convert a San Francisco Bay naval base into an urban Indian gaming facility

Hughes Hubbard represented Upstream Point Molate in connection with a $500 million project to convert a San Francisco Bay naval base into an urban Indian gaming facility and resort complex in partnership Harrah's Entertainment, Inc. and the Guidiville Band of Pomo Indians.

Representation of URM Outsourcing, LLC in connection with a Product Development and Outsourcing Agreement

Client: URM Outsourcing, LLC
Firm Role: Company Counsel

Hughes Hubbard represented URM Outsourcing, LLC in connection with a Product Development and Outsourcing Agreement to outsource the operations of MedReview, Inc.

Representation of USL Capital in the bankruptcy of Trans World Airlines

Firm Role: Lessor's Counsel

We represented USL Capital as lessor of several aircraft in the bankruptcy of Trans World Airlines.

Representation of USL Capital in workout negotiations with Aeromexico

Firm Role: Company Counsel

We represented USL Capital in litigation and workout negotiations after defaults by Aeromexico on aircraft leases.

Representation of various banks in connection with credit facilities for numerous borrowers

Client: Bank One, N.A.
Firm Role: Agent's Counsel

We represented Bank One, N.A. in connection with a revolving credit and letter of credit facility for Duquesne Light Company, a utility company in Pennsylvania; we represented Union Bank of California, N.A. and Wells Fargo Bank, N.A. in connection with revolving credit facilities for Sierra Pacific Resources, Sierra Pacific Power Company and Nevada Power Company; and we represented Union Bank of California, N.A. in connection with a revolving credit and letter of credit facility for a finance subsidiary of DQE, Inc., a public utility holding company in Pennsylvania, and a syndicated financing for AES Greystone L.L.C. to purchase three natural gas-fired turbines for a power plant in Tennessee.  The Firm also represented Royal Bank of Canada, as paying agent in the $1,750,000,000 syndicated bank credit facility for Alcan Aluminium Limited, now Alcan Inc., and the borrowing of 920,000,000 Swiss Francs under such facility for the acquisition of Alusuisse Group AG, and in the $1,000,000,000 syndicated 364-day bank credit facility for Alcan Inc.

Representation of various banks in connection with U.S. commercial paper programs

Client: Barclays Bank PLC
Firm Role: Agent's Counsel

The Firm represented various banks as Arranger, Fronting and Agent Bank in over U.S. $4.8 billion in U.S. commercial paper programs for foreign private issuers.

Representation of various banks in connection with U.S. floating rate note programs

Client: Banco Rio de La Plata
Firm Role: Agent's Counsel

The Firm represented Banco Frances S.A., Banco Galicia Y Buenos Aires S.A., Banco Rio de La Plata and Banco Bisel in connection with floating rate note programs aggregating over $500 million.  We acted as counsel to Arranger of 144A/Regulation S offerings, Agent and/or Bank Group.

Representation of various French clients in connection with licensing and technology transfer agreements

Client: Confidential Client
Firm Role: Company Counsel

Our Technologies Practice Group in Paris negotiated a number of licensing and technology transfer agreements for clients including the French Railway and the Post Office, as well as an agreement between a major American vendor of retail management solutions software and Paris' largest department store, Le Printemps.

Representation of various multinational corporations operating in Latin America in complying with United States narcotics trafficking regulations and the Foreign Corrupt Practices Act trafficking regulations and the Foreign Corrupt Practices Act

Client: Various Latin American Corporations
Firm Role: Company Counsel

Hughes Hubbard & Reed represented various multinational corporations operating in Latin America in complying with United States narcotics trafficking regulations and the Foreign Corrupt Practices Act trafficking regulations and the Foreign Corrupt Practices Act.

Representation of various vineyards in Chile, Argentina and Spain in protecting their intellectual property rights in the United States

Client: Various Vineyards
Firm Role: Plaintiff’s Counsel

Hughes Hubbard & Reed represented various vineyards in Chile, Argentina and Spain in protecting their intellectual property rights in the United States, including: Viña Concha y Toro, Viña Los Vascos, Viña Santa Monica, Viña Errazuriz, Viña Caliterra, Viña Arnaiz, Viña Cono Sur, Viña Undurraga, Viña San Pedro, Bodegas Williams & Humbert, Bodegas y Viñedos Lopez, Bodegas Muerza, Bodegas Principe de Viana and Bodegas y Viñedos Pascual Tost.

Representation of Viacom in a three-market television station swap

Client: Viacom Inc.
Firm Role: Seller's Counsel

We represented Viacom Inc. in a three-market television station swap with The News Corporation Limited that took advantage of the new “duopoly rule” -- new regulations that allow one company to own two stations in one market.  In the swap, Viacom received KBHK-TV in San Francisco in exchange for WDCA-TV in Washington, D.C., and KTXK-TV in Houston, creating its seventh duopoly.

Representation of Viacom in connection with copyright opinions for securitization programs

Client: Viacom Inc.
Firm Role: Company Counsel

We provided Viacom with copyright opinions on the securitization of receivables arising out of network advertising and program distribution rights in connection with Viacom's securitization programs with Banc One and Citibank N.A.

Representation of Viacom in the disposition of its cable television business

Client: Viacom Inc.
Firm Role: Seller's Counsel

We represented Viacom Inc. in the disposition of its cable television business with a value of $2.3 billion.  The transaction was initially structured as a sale of assets to a minority-controlled partnership in which Tele-Communications, Inc. was a limited partner, and was subsequently restructured as a spin-off followed by a purchase by TCI of the common equity of the spun-off company.

Representation of Viacom Inc. in a multi-faceted, multi-year strategic alliance with Microsoft

Firm Role: Joint Venture Partner's Counsel

Representation of Viacom Inc. in a multi-faceted, multi-year strategic alliance with Microsoft regarding content distribution, online advertising serving and syndication, event promotions and gaming.

Representation of Viacom Inc. in its acquisition of Babunga.com, a network of parenting sites aimed at mothers-to-be

Firm Role: Buyer's Counsel

The firm represented Viacom Inc. in its acquisition of Babunga.com, a network of parenting sites aimed at mothers-to-be. Babunga sites include babynamesworld.com, a baby-naming website; 3dpregnancy.com, a pregnancy tracking website; and wikiparenting.com, an informational website for expectant and new parents, among others.

Representation of Viacom Inc. in its acquisition of SportsLine.com, Inc.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Viacom Inc. in its acquisition of SportsLine.com, Inc., a NASDAQ-listed provider of multimedia sports news, information, entertainment and merchandise. This "going private" transaction was structured as a merger in which Viacom paid $1.75 per share to the public shareholders, who owned 62% of SportsLine.com.

Representation of Vinci in its acquisition of WFS Holdings and Airline Container Acquisition Corp.

Firm Role: Buyer's Counsel

The Firm represented Vinci S.A., a publicly-traded construction and related services conglomerate headquartered near Paris, in its purchase of all the outstanding securities of Dallas-based WFS Holdings, Inc. and Airline Container Acquisition Corp., the owners of various airline services and container leasing companies operating worldwide.

Representation of vinegar company in arbitration contesting termination of CEO for breach of fiduciary duty and material misrepresentation.

Firm Role: Defendant's Counsel

Representation of vinegar company in arbitration contesting termination of CEO for breach of fiduciary duty and material misrepresentation. 

Representation of Wafra Capital Partners LP in financing and facilitating the acquisition by Telefunken Semiconductors International LLC of a semiconductor wafer manufacturing plant from Renesas Electronics Corp.

Firm Role: Investor's Counsel

Representation of Wafra Investment Advisory Group in the securitization of equipment lease portfolios

We have represented Wafra Investment Advisory Group in the securitization of middle market equipment lease portfolios structured as Islamic leases.

Representation of Walkers Shortbread in connection with a contract with Kulka Contracting for a major addition and interior renovation

Client: Walkers Shortbread
Firm Role: Company Counsel

Hughes Hubbard represented Walkers Shortbread in connection with a contract with Kulka Contracting for a major addition and interior renovation of its offices and distribution facility.

Representation of Walkers Shortbread, Inc. in connection with the negotiation of a distribution agreement with Kellogg's Sales Company

Firm Role: Joint Venture Partner's Counsel

Hughes Hubbard represented Walkers Shortbread, Inc. in connection with the negotiation of a distribution agreement with Kellogg's Sales Company.

Representation of Westwood Studios in connection with the sale of assets of a leading electronic game developer

Client: Westwood Studios
Firm Role: Seller's Counsel

We advised Westwood Studios in connection with the sale of assets of a leading electronic game developer and the licensing of games and game properties to Virgin Interactive Entertainment, Inc.

Representation of Willcox & Gibbs in a high-yield debt offering

Firm Role: Issuer's Counsel

We represented Willcox & Gibbs, Inc. in a Rule 144A/Regulation S offering of high-yield debt.

Representation of Willcox & Gibbs in its prenegotiated Chapter 11 Plan of Reorganization

Client: Willcox & Gibbs
Firm Role: Debtor's Counsel

We represented Willcox & Gibbs in its negotiations with bondholders of a capital reorganization and the successful implementation of such reorganization pursuant to Chapter 11 of the Bankruptcy Code.

Representation of Wipro Limited in its acquisition of a global oil and gas information technology business.

Firm Role: Buyer's Counsel

Hughes Hubbard represented Wipro Limited, an information technology, consulting and outsourcing company, in its acquisition of a global oil and gas information technology business.  The business was part of Science Applications International Corporation's commercial business services unit.

Representation of Worldtex in a high-yield debt offering

Firm Role: Issuer's Counsel

We represented Worldtex, Inc. in a Rule 144A/Regulation S offering of high-yield debt.

Representation of Worldtex in its acquisition of a business from Fruit of the Loom

Client: Worldtex, Inc.
Firm Role: Buyer's Counsel

We represented Worldtex in its acquisition of the narrow elastic fabric manufacturing operations of Fruit of the Loom and the related exclusive supply agreement.

Representation of Worldtex in its prenegotiated Chapter 11 Plan of Reorganization

Firm Role: Debtor's Counsel

We represented Worldtex in its negotiations with bondholders of a capital reorganization and the successful implementation of such reorganization pursuant to Chapter 11 of the Bankruptcy Code.

Representation of Worldtex in the formation of a manufacturing joint venture in China

Client: Worldtex, Inc.
Firm Role: Joint Venture Partner's Counsel

We represented Worldtex in the formation of a manufacturing joint venture in Hong Kong and The Peoples Republic of China.

Representationof Export-Import Bank of the Unit4ed States in connection with a $158 million direct loan for SES S.A. to support the export of a Ku-bank broadcast satellite by Space Systems/Loral.

Firm Role: Lender's Counsel

Hughes Hubbard represented the Export-Import Bank of the United States in connection with a $158 million direct loan for SES S.A. to support the export of a Ku-band broadcast satellite by Space Systems/Loral.  The loan was fully guaranteed by SES Global Americas Holdings GP.  The Ex-Im Bank financing will also cover launch insurance from AON Corporation, based in Chicago.

Representative Matters

Firm Role: Counsel for amicus curiae

Hughes Hubbard lawyers have experience representing the most prominent not-for-profit organizations in the country, some of which – the Boy Scouts of America, Broadcast Music, Inc. (“BMI”) and Colgate University included  – have been clients for 25 years and more.  These organizations include healthcare providers such as the New York Blood Center and Mount Sinai Medical Center, educational institutions such as Columbia University, Yale University and The New School, charitable organizations such as the American Red Cross and the World Wide Fund for Nature, museums such as the American Museum of Natural History and the Brooklyn Museum, business associations such as The American Bureau of Shipping and the Newspaper Association of America, and foundations such as the Clark Foundation and Solomon R. Guggenheim Foundation.  The variety of services provided is described below.

Corporate

Our corporate experience with not-for-profit organizations covers a range of transactions, from assessing corporate structures to incorporating and obtaining 501(c)(3) tax-exempt status.  Our representation of the Muscular Dystrophy Association has included contract and other commercial work, as well as advice on sweepstakes laws and issues relating to the organization’s annual telethon.  Our work for the National League for Nursing and its affiliated entity, the Community Health Accreditation Program Inc., has involved many significant corporate governance issues as well as contract review, intellectual property and advice on healthcare issues.

Tax

The Firm has extensive experience in advising not-for-profit organizations on tax matters.  We have regularly represented such organizations before the Internal Revenue Service and state taxing authorities in connection with securing and maintaining tax-exempt status and non-private foundation status.  We also regularly counsel such organizations on unrelated business taxable income issues, lobbying expenditures, property and sales tax issues and tax issues associated with planned giving.  In addition, we have advised so-called “feeder” organizations, described in section 501(c)(2) or (c)(25), which are organized for the purpose of holding title to income-producing property for the benefit of another not-for-profit organization.

Foundation Representation

Hughes Hubbard represents several private foundations and other not-for-profit organizations.  Among our well-known clients in this area are The Samuel H. Kress Foundation, Inc., John Merck Foundation, The Knight Foundation, Clark Foundation and Worldwide Fund for Nature, and a charitable trust with assets of approximately $20 million which supports Boy Scout activities in Europe.

As part of our work for foundation clients we have advised on planned giving techniques, including charitable remainder trusts; set up a charitable foundation under the auspices of a prominent New York church to assist children suffering from AIDS; prepared institutional tax and information returns, including federal and state filings; maintained accountings so that records of receipts and disbursements are readily available; and handled daily administrative operations.

Trust and Estates

Our attorneys have reviewed estate accountings and given advice to church-related organizations that were recipients of bequests.  They have also administered small estates that were bequeathed to our religious institution clients and prepared income tax returns for several clergy.

Real Estate

The Firm has represented several not-for-profit organizations in real estate transactions throughout the country.  Recent work in this area included negotiating and drafting commercial and residential leases, granting a mortgage to secure a unique construction contract, industrial development authority financing, tax lot divisions, demolition of buildings, construction of new facilities and acquisition of property bequeathed.

Litigation

Our Litigation Group has defended or counseled not-for-profit organizations in cases throughout the country involving many high-profile and constitutional issues.  Recent examples of these efforts include:

• Representation of Colgate University and other colleges in litigation involving Title IX and gender equity.
• Representation of the U.S. Conference of Catholic Bishops in a special investigation into allegations of misuse of charitable funds by their principals in Africa.
• Serving as co-counsel in litigation brought by a public interest group against the Catholic Church challenging its tax-exempt status.
• Representation of the Boy Scouts of America in many cases throughout the United States involving numerous issues, including issues related to federal and state public accommodations laws.
• Handling various contract disputes and personal injury claims.

Represented LiveNation in negotiation of long term lease with Mohegan Sun Hotel/Casino for a House of Blues night club and Foundation Room private club to anchor the new hotel tower expansion at Mohegan Sun

Firm Role: Lessee's Counsel

Represented LiveNation in negotiation of long term lease with Mohegan Sun Hotel/Casino for a House of Blues night club and Foundation Room private club to anchor the new hotel tower expansion at Mohegan Sun.

Republic of Colombia v. Banco Popular del Ecuador, S.A.

Client: Banco Popular del Ecuador, S.A.
Firm Role: Defendant's Counsel

We obtained dismissal of a $180 million RICO action filed by the Republic of Colombia against our client Banco Popular del Ecuador, a failed Ecuadorian bank taken over by the Ecuadorian equivalent of the FDIC, and its former owner and affiliated companies and persons.

Republic of Trinidad & Tobago v. Tesoro Petroleum Corp.

Client: Tesoro Petroleum Corp.
Firm Role: Defendant's Counsel

Representation of oil company in RICO case involving alleged sensitive payments involving offshore oil joint venture.

Robin Greif v. Credit Suisse First Boston

Client: Credit Suisse First Boston
Firm Role: Defendant's Counsel

Representation of CSFB under its alternative dispute resolution program regarding a dispute with a former employee claiming pregnancy and gender discrimination arising out of her termination during a reduction-in-force.

RTC v. Gravee

Client: Resolution Trust Corp.
Firm Role: Plaintiff’s Counsel

Representation of RTC and FDIC in suit brought against directors and officers of failed thrift.

Russian Turnkey Arbitration

Client: Confidential Client
Firm Role: Claimant's Counsel

We represent a large Asian conglomerate in two $100 million arbitrations arising out of an automobile assembly joint venture in Russia.

Sakura Merger

Client: Sumitomo Mitsui Banking Corp.

We counseled Sumitomo Mitsui Banking Corp. in its consolidation after the merger of The Sumitomo Bank Limited and The Sakura Bank.

San Diego Solid Waste Management Authority--Public Financing

Client: San Diego Solid Waste Management Authority

This was a public financing in which we represented the newly formed public entity, San Diego Solid Waste Management Authority, in its negotiations to acquire all of the landfills in the County of San Diego, in its construction of recycling facilities at several of the landfills, in its defense of numerous CEQA lawsuits and in its financing of the acquisitions and construction work by the issuance of bonds

San Francisco Arbitration

Client: Confidential Dutch Clients
Firm Role: Defendant's Counsel

Following a three-week AAA arbitration trial in San Francisco presided over by a former Justice of the California Court of Appeal, we obtained an award rejecting all $20 million in claims asserted by the claimant, who was our Dutch clients' former U.S.-based partner in a telecommunications joint venture, and imposing $500,000 in sanctions on the claimant (in addition to awarding our clients their legal expenses) for having failed to investigate its claims adequately, having abused the discovery process and having unnecessarily prolonged the trial.

Saramar v. Sarabeth's

Client: Sarabeth's Kitchen
Firm Role: Defendant's Counsel

Our client, Sarabeth's Kitchen, Inc. ("Sarabeth's"), is a company based in New York that has been selling baked good for approximately twenty years.  Saramar, the seller of Sara Lee Products, commenced a proceeding in the Trademark Trial and Appeal Board, seeking to block our client from registering the SARABETH trademark, based on a claim of confusion with the SARA LEE trademark.

We aggressively resisted Saramar's efforts and were able to reach a settlement which allowed our client to register and continue use of the SARABETH'S trademark for bakery products.

SCI v. Hillenbrand, Inc.

Client: Hillenbrand Inc.
Firm Role: Defendant's Counsel

We defended a trade secret and antitrust case and prosecution of antitrust counterclaims.

Shapiro v. Aaron Spelling Productions, Inc.

Client: Aaron Spelling Productions
Firm Role: Defendant's Counsel

Represented Aaron Spelling Productions, Inc. in dispute involving profit participations in and rights to the “Dynasty” and “Colbys” television series.

Sky Latin America Partners v. Vincent Diego

Client: Sky Latin America Partners
Firm Role: Plaintiff’s Counsel

We represented Sky Latin America Partners in an action against its former President for breach of contract and fiduciary duties.

Société Générale as agent in connection with workouts of troubled-project finance loans

Hughes Hubbard represented Société Générale as agent in connection with several workouts of troubled-project finance loans including Imperium Grays Harbor, GenHoldings, Kendall, RS Cogen, and Panda Hereford; as a counterparty to credit default swaps with Ambac, Syncora, Bluepoint, CIFG, FIGC, and ACA; in the workouts and, in some cases, bankruptcy proceedings of borrowers in the subprime mortgage industry including C-BASS, American Home Mortgage, and New Century Capital Corp; as a creditor in connection with numerous chapter 11 proceedings including Quebecor, Enron, Warnaco, Sunterra, NRG Energy, PG&E National Energy Group, Stellex, Owens Corning, and Federal-Mogul; and in connection with workouts and insolvency proceedings in Latin America and South America, including proceedings involving Tribasa, Grupo Acerero del Norte, and Czarnikow Rionda.

Société Générale in connection with billions of dollars in notional amount of credit default swaps to Ambac, FGIC, MBIA, Syncora and CIFG and related litigation

Hughes Hubbard also represents Société Générale in litigation in the Southern District of New York regarding FGIC’s attempted termination of swaps, contracts and policies and in litigation brought by eighteen financial institutions against MBIA in the New York State Supreme Court challenging MBIA’s recent restructuring transaction as a fraudulent conveyance.

Softwood Lumber from Canada

Client: Six Quebec Lumber Companies
Firm Role: Defendant's Counsel

Case brought by U.S. industry against Canadian companies before the International Trade Commission and the Commerce Department alleging dumping by Canadian producers.

Starmedia Network Inc.

Client: StarMedia Network, Inc.

Representation in various commercial litigation and intellectual property matters.

Staten Island Citizens for Clean Air v. City of New York

Client: Staten Island Citizens for Clean Air and City of New York
Firm Role: Mediator

We were asked by the parties, and appointed by the U.S. District Court, to mediate disputes arising under a Consent Judgment and Order that resolved this lawsuit brought to reduce environmental issues at the Fresh Kills landfill in Staten Island, the largest in the world.

Stockholm Arbitration

Client: Stockholm Chamber of Commerce
Firm Role: Arbitrator

Appointed as arbitrator in a Stockholm arbitration between Swedish pharmaceutical group and French pharmaceutical group involving dispute over joint venture and license agreements.

Swaranjit Rikhy v. AMC Computer Corp.

Client: AMC Computer Corp.
Firm Role: Defendant's Counsel

Defense of employer in action alleging fraud and entitlement to unpaid commissions.

Swaranjit Rikhy v. AMC Computer Corp., et al.

Client: AMC Computer Corp.
Firm Role: Defendant's Counsel

Defense of employer in action alleging, inter alia, employment discrimination

Syncsort v. ICF

Client: Syncsort Incorporated
Firm Role: Plaintiff’s Counsel

Patent infringement action against provider of competing mainframe software package for high-performance sorting.

Syncsort v. Sequential Software

Client: Syncsort Incorporated
Firm Role: Plaintiff’s Counsel

Suit to enjoin competitor from misappropriating trade secrets and infringing copyrights to develop competing software product.

T&S Products, Inc. v. U.S.P.S.

Client: Hallmark Cards Inc. (The Ensemble Co.)
Firm Role: Intervenor's Counsel

Our D.C. litigators defeated a bid protest action in the U.S. Court of Federal Claims which sought to prevent performance by one of Hallmark's subsidiaries of a nine-year, multimillion-dollar contract with the U.S. Postal Service.

Tavoloni v. Mount Sinai Medical Center 98-9640 (2d Cir 1999)

Client: Mount Sinai Medical Center
Firm Role: Defendant's Counsel

The Firm successfully represented Mount Sinai in federal litigation involving a dispute with a tenured faculty member concerning academic freedom, rights under an NIH grant, and salary and pension rights.

TEST ENTRY

02/22/08

The Bank of Nova Scotia as a defendant in a "lender liability" case in the U.S. District Court brought by the Adelphia Creditors' Committee and a litigation trust established under the Adelphia chapter 11 plans

Hughes Hubbard represented The Bank of Nova Scotia as a defendant in a pending major “lender liability” case in the U.S. District Court brought by the Adelphia Creditors’ Committee and a litigation trust established under the Adelphia chapter 11 plans. Since Fall 2009 we have argued several dispositive motions before the District Court and engaged in ongoing discovery. This representation arose out of our prior representation of The Bank of Nova Scotia as administrative agent for a forty member bank group with claims aggregating $625 million in the Adelphia chapter 11 proceedings. Those claims were paid in full.

The Country of Romania v. Christie's

Client: Christie's Inc.
Firm Role: Defendant's Counsel

We successfully defended Christie's in a federal court action arising from Romania's criminal investigation into the alleged illegal export of a multimillion-dollar sculpture by Constantin Brancusi.

The joint administrators for Nortel Networks Europe, Middle East and Africa in connection with claims in the chapter 11 proceeding of Nortel's parent in Delaware and in the liquidation and asset sales of Nortel businesses

Hughes Hubbard serves as U.S. counsel to the joint administrators for Nortel Networks Europe, Middle East and Africa in connection with their claims in the chapter 11 proceeding of Nortel’s corporate parent in Delaware. Once North America’s largest phone equipment maker, Toronto-based Nortel filed for bankruptcy in Canada and Delaware in 2009 with about $3.8 billion in debt and has been selling off its business units ever since. Hughes Hubbard is actively representing the EMEA administrators in the Nortel chapter 11 proceedings in Delaware and has advised the EMEA administrators in connection with the following liquidation and asset sales:

• $915 million sale of Nortel’s Enterprise Solutions business to Avaya Inc;
• $769 million sale of Nortel’s Optical Networking and Carrier Ethernet businesses to Ciena Corporation. A three-day auction for these businesses generated a price that was significantly higher than the “stalking horse” agreement previously entered into by Ciena;
• $103 million sale of Nortel’s GSM/GSM-R businesses to Telefonaktiebolaget LM Ericsson and Kapsch Carrier Com AG;
• $282 million sale of Nortel’s Carrier VoIP and Application Solutions business to GENBAND, Inc.; and
• $65 million sale of Nortel’s multi-service switch business to Telefonaktiebolaget LM Ericsson.
  

Three financial institutions in connection with interest rate swap agreements in an aggregate notional amount in excess of $600 million

Hughes Hubbard represents three financial institutions in connection with interest rate swap agreements with the owner of a power generating facility in Arkansas that is experiencing financial difficulties. The swap agreements are secured by liens on the power plant and are subject to an intercreditor agreement with a group of lenders. We are negotiating with the swap counterparty, an insurer (and its regulator) and other secured creditors with liens on the power plant assets.

Timothy Collins and Andrea Collins v. Adriatic, et al.

Client: W.M. Barr
Firm Role: Defendant's Counsel

Counsel for W.M Barr, the manufacturer of boiled linseed oil, in a multi-million dollar product liability action.

Tobacco Insurance Coverage

Client: Hartford Insurance Company
Firm Role: Defendant's Counsel

National counsel for Hartford Insurance Group in multi-party insurance coverage litigations in Delaware and Louisiana involving tobacco products.

U.S. Surgical

U.S. v. BMI

Client: Broadcast Music Inc.
Firm Role: Defendant's Counsel

Counsel for BMI in proceedings to set rates for music performance licenses for radio broadcasters, background music services, and cable network.

Uncitral Arbitration in Zurich

Client: Confidential Client
Firm Role: Claimant's Counsel

We are representing an international professional services firm in an UNCITRAL arbitration, sited in Zurich, of a dispute with spinoffs of a former affiliate.

Union Negotiations and Labor Matters

Client: PG Energy

On behalf of PG Energy, we successfully negotiated two collective bargaining agreements, one with a local of the International Brotherhood of Electrical Workers and the other with four locals of the Utility Workers Union of America. We also successfully resolved several union grievances against PG Energy by the same locals.

Viacom International Inc. v. Kearney

Client: Viacom Inc.
Firm Role: Plaintiff’s Counsel

We represented Viacom in a hard-fought two-year battle waged in two courts over clean-up costs at a contaminated site in Somerville, New Jersey.  The case was successfully resolved in mediation.

Villegas v. Hallmark Cards, Inc.

Client: Hallmark Cards Inc.
Firm Role: Defendant's Counsel

In federal court in Miami, we obtained the dismissal of a complaint by former participants in a program designed by Hallmark to increase the number of minority owners of Hallmark card stores, on the grounds that the parties had agreed to arbitration.

Walker v. Hallmark Cards, Inc.

Client: Hallmark Cards Inc.
Firm Role: Defendant's Counsel

We obtained summary judgement for greeting card company and chain store on Robinson-Patman Act claims by retailer alleging discriminatory terms.

We counseled a foreign bank in connection with its consolidation after its merger with another bank.

We counseled a foreign bank in connection with its consolidation after its merger with another bank.

We counseled a foreign bank in connection with its consolidation after its merger with another bank.

We counseled a foreign bank in connection with its consolidation after its merger with another bank.

We counseled a supplier of rail products with respect to Railway Labor Act and Federal Liability Act issues.

We counseled a supplier of rail products with respect to Railway Labor Act and Federal Liability Act issues.

We persuaded the U.S. District Court, Northern District of Georgia, to grant summary judgment and costs in favor of a foreign bank in a claim for age and gender discrimination in which the plaintiff argued that there was "smoking gun" evidence.

Firm Role: Defendant's Counsel

We persuaded the U.S. District Court, Northern District of Georgia, to grant summary judgment and costs in favor of a foreign bank in a claim for age and gender discrimination in which the plaintiff argued that there was "smoking gun" evidence.

We represented a computer company providing system integration and network in an action alleging corporate raiding and the theft of trade secrets by a competitor. We were successful in obtaining a TRO prohibiting the competitor from soliciting the compan

Firm Role: Plaintiff’s Counsel

We represented a computer company providing system integration and network in an action alleging corporate raiding and the theft of trade secrets by a competitor.  We were successful in obtaining a TRO prohibiting the competitor from soliciting the company’s employees for a period of time and ordering it to return the confidential information it misappropriated.

We represented a large regional bank in compliance reviews by the Office of Federal Contract Compliance Programs.

Firm Role: Defendant's Counsel

We represented a large regional bank in compliance reviews by the Office of Federal Contract Compliance Programs.

We successfully represented a railway systems, equipment and services company in obtaining dismissal of an unfair labor charge before the National Labor Relations Board in Buffalo, New York.

Firm Role: Defendant's Counsel

We successfully represented a railway systems, equipment and services company in obtaining dismissal of an unfair labor charge before the National Labor Relations Board in Buffalo, New York.

Weinberg v. Insituform Technologies, Inc.

Client: Insituform Technologies, Inc.
Firm Role: Defendant's Counsel

Counsel for Insituform Technologies, a pipe rehabilitation company, and two of its officers in a federal class action securities fraud litigation.

William J. Calpin v. Abridge ASP, LLP et al.

Client: Smith Management LLC
Firm Role: Defendant's Counsel

Representation of defendant in a Georgia State Court Action by a former CEO alleging fraud and negligent misrepresentation.

Williams v. UFH

Client: UFH Apartments, Inc.
Firm Role: Defendant's Counsel

Defense of fraudulent conveyance action affecting title to 320 NYC cooperative apartments;  complaint dismissed after trial is SDNY;  the Second Circuit Court of Appeals affirmed dismissal of the complaint after trial.  This result permits our client to retain ownership of real property having substantial value, rejecting the challenge of a well-financed and determined plaintiff.

WindDancer v. Walt Disney Company, etc. et al.

Client: WindDancer Production Group
Firm Role: Plaintiff’s Counsel

We represented the creators of the hit television program "Home Improvement" in a suit against The Walt Disney Company in state court in California.  The suit challenged the "inside" terms on which Disney Studios had licensed the 7th and 8th seasons of the program to its affiliates, the ABC Network.

Wipro Limited

Hughes Hubbard represented Wipro Limited, an information technology, consulting and outsourcing company, in its acquisition of a global oil and gas information technology business.  The business was part of Science Applications International Corporation's commercial business services unit.

Woods v. City of New York

Advisor to U.S. District Court on environmental issues at Freshkills Landfill in Staten Island.