Selected Renewable Energy Representations

• Wells Fargo in connection with over US$4 billion of tax equity investments with various sponsors across the country, including its approximately US$880 million investment in a portfolio of four wind projects and one solar project with a fair market value in excess of US$1.6 billion.
• Multiple financial institutions in tax equity investments in battery energy storage projects pre- and post-Inflation Reduction Act.
• A leading financial institution in its project financing of, and preferred equity investment in, a 230 MW multi-phase solar and battery storage project in California.
• A leading financial institution in its hybrid tax equity investments in portfolios of solar and wind projects located in Texas, Illinois, Indiana, and South Dakota.
• A leading financial institution in its tax equity investment in two wind power projects located in Texas.
• A leading financial institution in its staggered tax equity investment in multiple solar and energy storage projects added to a single portfolio.
• Leading financial institutions in connection with their respective sales of production tax credits and investment tax credits in connection with their hybrid tax equity transactions across the U.S.
• Major electric battery manufacturer in connection with the sale of production tax credits generated by a joint venture with a major auto manufacturer.

Selected Financing and Securities Offering Representations

• B. Riley Securities as sole bookrunner of the US$1.025 billion underwritten public offering of Bed Bath & Beyond (NASDAQ: BBBY) Series A convertible preferred stock and warrants.
• B. Riley Securities as sole placement agent in the private placement of US$53.4 million of Series A preferred stock and warrants of Ribbon Communications (NASDAQ: RBBN), a global provider of real-time communications technology and IP optical networking solutions.
• Belite Bio, Inc. in its IPO on the Nasdaq (Nasdaq: BLTE) and follow-on offerings.
• Major financial services institution as administrative agent in a US$500 million syndicated secured revolving credit facility for an entertainment production company.
• Financial services institution on a US$70 million secured credit facility to a renowned production company to finance streaming films and episodic content.
• Underwriters in the HK IPO of Shanghai HeartCare Medical Technology Corporation Limited.
• Rainmed Medical in its HK$146 million IPO on the HK Stock Exchange.

Selected Securitization Representations

• Represented UMB Bank, N.A., as trustee, in connection with asset-backed securitizations for a variety of leading aircraft lessors.
• Represented a major financial services institution in issuances and refinancings of CLOs.
• Entertainment brand management company in the creation of, and multiple drawdowns under, a securitization facility to acquire and hold music rights from notable artists.
• Global investment firm on its purchase of a portfolio of more than US$500 million in prime fixed-rate consumer automobile loans secured by new and used cars and light trucks, and on the financing of the assets via a secured term loan.
• Major private credit fund in connection with the formation and structuring of a JV for a CLO platform structure with one of the largest alternative investment firms.

Selected Restructuring Representations

• Ad hoc group of term lenders in the Chapter 11 case of Belk, Inc. in a deal supported by all major lender groups to consensually restructure through a one-day prepackaged Chapter 11 filing.
• Specialty retailer Francesca’s Holdings Corporation in its Chapter 11 proceeding, which includes its sale to TerraMar Capital LLC.
• First lien lenders to gym chain 24 Hour Fitness in the financial restructuring of over US$1.2 billion of funded debt through which the group became majority owners of the reorganized company.

Selected Mergers and Acquisitions Representations 

• Genius Sports Ltd. (NYSE: GENI) on its US$200 million acquisition of software company Second Spectrum, a leading provider of cutting-edge data tracking and visualization solutions. Dawn advised on transaction structuring alternatives, qualification as a tax-free reorganization, and multi-jurisdictional tax issues.
• Genstar Capital on its acquisition of Brook + Whittle, a leading provider of sustainable labeling solutions serving growth-oriented consumer end markets, from private equity firm TruArc Partners
• BlackRock on its sale of AutoAlert, a data analytics solutions provider.
• TTM Technologies, Inc. (NASDAQ: TTMI), a leading global printed circuit board (PCB) manufacturer, on the execution of a definitive agreement to divest four manufacturing plants comprising substantially all of the assets of its Mobility business unit as a separate enterprise for US$550 million in cash consideration.
• Diversis Capital in its sale of cloud-based software company ArrowStream, Inc. to private equity company Tailwind Capital.
• Palladium Equity Partners, LLC in its acquisition of Envoy Global, a tech-enabled employment immigration services provider. Dawn led tax-related matters on the acquisition, structuring, rollover terms, and post-closing governance structure.
• Platinum Equity Advisors, LLC in its acquisition of Paramount Global Surfaces, Inc., a developer, importer, and distributor of premium porcelain and other tile surfaces.
• PMC Capital Group, LLC, a Los Angeles-based private equity firm, in its acquisition of StyroChem Canada, Ltd. from WinCup, Inc. StyroChem is a leading manufacturer of expandable polystyrene grades used in food service, packaging, construction, casting, and specialty applications, with over US$100 million in revenue.
• Private investment firm in various acquisitions, including acquisition of gym franchises, a software solutions company, and a wine and spirits company.
• Todd Boehly, Co-Founder, Chairman and CEO of the Eldridge holding company, in his acquisition of a minority interest in the Los Angeles Lakers NBA franchise.
• Atlanta Braves and SWB Investors on their sale of four minor league baseball teams.