Law Firm News

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Law Firm News

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Foster Pepper PLLC

Foster Pepper Welcomes Six New Associates to Its Seattle Office
Foster Pepper PLLC recently announced that Katie Carder, Gavin C. Gaukroger, Jenny V. Hsu, Terrance J. Keenan, Kirsten M. Lundell and Sven G. Peterson joined the firm, all practicing in the Seattle office.

Katie Carder joins the firm as an Associate in the Litigation and Dispute Resolution practice group. She received her J.D. from the University of Oregon School of Law and her B.A. from the University of Washington.

Gavin Gaukroger also joins the firm as an Associate in the Litigation and Dispute Resolution practice group. Gaukroger received his J.D. from George Washington University Law School in Washington D.C. and his B.A. from the University of Washington.

Jenny Hsu joins the Real Estate practice group as an associate. She received her J.D. from Cornell University in New York and her B.A. from the University of Washington.

Terrance Keenan received his J.D. from the University of Washington and B.A. from the University of San Francisco. He joins the firm as an Associate in the Real Estate practice group with a focus on Condominium law and Bankruptcy and Creditors' Rights. Prior to joining Foster Pepper, Mr. Keenan was a Manager in the Global Business Solutions group at Accenture.

Kirsten Lundell joins the firm as an Associate in the Business practice group with an emphasis on private equity and real estate investments. She received her J.D. from the University of Washington and her B.A. from Yale University.

Sven Peterson received his J.D. from Columbia University, his Ph.D. in Philosophy from Georgetown University and his B.A. from Seattle University. Peterson joins the firm as an Associate in the Healthcare Practice group.

With offices in Seattle, Portland, and Spokane, Foster Pepper PLLC provides a full range of legal services to businesses, municipalities and individuals both regionally and across the country. In 2005, the firm entered its second century of service.

10-30-2006

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Duane Morris, LLP

Duane Morris, Baker Hostetler Work Out $6.2 Bil. Deal
When Duane Morris Chicago corporate partner David J. Kaufman helped put together a $6.2 billion merger that would have his client, Inland Retail Real Estate Trust, taken under the leadership of Developers Diversified, he figured the chances of working for Developers Diversified were unlikely.

Fortunately though for Kaufman, Inland Retail has several related businesses - some larger than Inland Retail - that could continue to keep him busy.

Over the past few years, Kaufman had handled some stock offerings on behalf of Inland Retail, a operator and developer of community centers, and completed a $200 million internalization transaction for the company in which it bought the property management affiliates that staffed its stores.

In its original prospectus, Inland Retail told its shareholders that within six to eight years it would review its options and either sell the company, list and trade its stock or continue with the status quo, Kaufman said.

That review of its liquidity started about eight or nine months ago, and Kaufman said it was eventually the company's financial adviser, Bank of America, that convinced the board that now was a good time to sell given the current real estate market.

Kaufman said Inland Retail put together a "narrow auction" considering there are only a few companies who could afford a $6 billion purchase.

The hardest challenge for Kaufman, he said, was distancing himself and his client from one of the bidders, another Inland company.

Inland Real Estate Corp. also took part in the auction, and Kaufman said procedures needed to be created to make sure the company didn't use its relationship with Inland Retail to its advantage.

Developers Diversified ultimately won the bid, and it was just a "couple of very long days" in between the final bids and the signing of the agreement, Kaufman said.

"Getting to the signing gets you 40 percent done," he said, adding that the deal is expected to close by the end of the first quarter of 2007. The agreement was signed on Oct. 20.

As part of the merger agreement, Developers Diversified retains the possibility of selling some of its newly acquired assets at the time of closing, Kaufman said.

Inland Retail shareholders have to vote to approve the merger and Kaufman said he would be working on preparing the proxy statement.

Developers Diversified has partnered with an investment company in this transaction, and Kaufman said he expects to work with them on a more frequent basis as the deal nears closing.

To put the deal together, Duane Morris used attorneys from its Houston, Los Angeles, Philadelphia and Chicago offices in the practice areas of real estate, environmental law, employee benefits and tax, he said. This was the largest deal in Duane Morris' history.

Assisting Kaufman from the Chicago office were partner Michael A. Witt and associates Nicholas O. Isaacson and Dietrich A. Loos.

Chicago-based Baker & Hostetler represented Developers Diversified under the leadership of Cleveland partners Ronald A. Stepanovic and Matthew D. Graban. They were unavailable for comment at the time of publication.
Deal Details

Under the terms of the agreement, Developers Diversified will acquire all of the outstanding shares of Inland Retail for a cash price of $14 per share. Developers Diversified may elect to issue up to $4 per share of the total merger consideration in the form of Developers Diversified common stock.

The transaction has a total enterprise value of approximately $6.2 billion. This amount includes approximately $2.3 billion of existing debt, a significant portion of which is expected to be prepaid at closing. Inland Retail's real estate portfolio aggregates 307 community centers, neighborhood shopping centers and single tenant/net leased retail properties, comprising 43.6 million square feet of total gross leaseable area.

Developers Diversified has reached agreement with a major U.S. institutional investor on a joint venture, which will acquire 67 of Inland Retail's community center assets for approximately $3 billion of total asset value. The joint venture will be leveraged up to 60 percent loan to value, and Developers Diversified will contribute 15 percent of the equity.

Developers Diversified will also earn a promoted interest equal to 20 percent of the cash flow of the joint venture after the partners have received an internal rate of return equal to 10 percent on their equity investment. Additionally, Developers Diversified has received financing commitments totaling in excess of $3 billion, which it may use to fund all or a portion of the total merger consideration.

Inland Retail's properties are leased at 95 percent occupancy. Its portfolio is made up of 116 community centers, 97 neighborhood shopping centers, 91 single-tenant assets and three lifestyle, hybrid assets. About 70 percent of the assets are located throughout Georgia, Florida, North Carolina, South Carolina and Virginia. The top five tenants in these facilities are Target, Wal-Mart, Publix, Lowe's Home Improvement and Kroger.

Developers Diversified will also be acquiring a pipeline of five projects and other potential expansion and redevelopment projects.

Following the merger, Developers Diversified will own or manage more than 800 shopping centers in 45 states, plus Puerto Rico and Brazil, comprising 162 million square feet."

10-30-2006

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Cleary, Gottlieb, Steen & Hamilton, L.L.P.

United Therapeutics Corporation in $250 Million Convertible Offering
Cleary Gottlieb represented Deutsche Bank Securities Inc., as initial purchaser, in a $250 million Rule 144A/Reg. S offering by United Therapeutics Corporation of its 0.50% convertible senior notes due 2011. The offering (including full exercise of the related over-allotment option) closed October 30.

United Therapeutics also entered into a convertible note hedge transaction and a written call option that have the effect for United Therapeutics of increasing the conversion price of the notes and reducing the potential dilution from conversion.

United Therapeutics is a biotechnology company focused primarily on the development and commercialization of innovative therapeutic products for the treatment of cardiovascular diseases.

10-30-2006

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Brinks, Hofer, Gilson & Lione, P.C.

Brinks Hofer Gilson & Lione Sponsors First Annual Wellness Week
Brinks Hofer Gilson & Lione, one of the largest intellectual property firms in the U.S., sponsored its first annual "Wellness Week" from October 23-27, 2006, to promote health and fitness awareness within the firm. The schedule of daily programs focused on issues ranging from heart disease awareness, nutrition, prostate and testicular cancer, ovarian cancer to preventative health measures. Each luncheon seminar was presented by a distinguished healthcare industry professional and provided valuable information.

Gary M. Ropski, president of Brinks, was the driving force behind the firm's Wellness initiative. Ropski is an avid athlete and is committed to encouraging fitness and wellbeing throughout the firm.

"Our Wellness initiative at Brinks has been well-received by our employees," said Ropski. "We thank Cindy Pavinato, our Director of Human Resources, and the rest of the Human Resources staff who developed the week's informative and enlightening program. We look forward to hosting activities throughout the year that promote education and offer practical information on creating a balanced and healthy lifestyle.

10-30-2006

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Weil, Gotshal & Manges, LLP

Weil Gotshal Partner Andrew Colao Honored For Public Service
Weil, Gotshal & Manges partner Andrew Colao was honored by the CityBar Public Service Network ("Network") for his work as pro bono general counsel of New Heights Youth, Inc. New Heights Youth is a non-profit educational organization that runs a six-day-a-week program for more than 700 youths in New York City neighborhoods, preparing them for success in high school, college and life.

The Network is a program within the NYC Bar Association that promotes public service in the legal community by linking hundreds of attorneys with not-for-profits. This year marks the 100,000th hour of public service donated by Network attorneys.

10-30-2006

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Robinson & Cole LLP

Robinson & Cole Land Use Lawyer Speaks at Smart Zoning Seminar
R&C Land Use Lawyer, Robert J. Sitkowski, will be a faculty member at "Smart Growth - Smart Redevelopment - Smart Zoning," a seminar sponsored by The Edward J. Bloustein School of Planning and Public Policy at Rutgers - The State Unversity of New Jersey. Form-Based Codes 101 for architects, attorneys, planners and elected and appointed officials will be the topic discussed by Mr. Sitkowski. The seminar will take place at the Center for Government Services in Downtown New Brunswick, New Jersey on November 1 & 2, 2006.

10-30-2006

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Fulbright & Jaworski L.L.P.

Fulbright Partner is Director of Houston Marathon Program for Olympic Hopefuls
For the first time in its history, the Chevron Houston Marathon will become an official participant in the U.S. Athlete Development Program with Fulbright partner Tom Stilwell appointed as one of the directors. This program will identify and invite Olympic-hopeful athletes to race in the Houston Marathon in their bid to qualify for the U.S. Olympic Marathon Trials.

In order to qualify, male marathoners must run under 2:22:00 hours; females at 2:47:00 hours and the race must occur at least 30 days before the trials. The men's trials will be held at the New York Marathon in 2007 and the women's trials will be held at the Boston Marathon in 2008.

Houston's athlete development program will support the athletes by providing them with training assistance, housing, food, registration, and pacing on race day.

Stilwell has been running for the past seven years and has been active in numerous running organizations and races throughout Houston. He is the immediate past president of the Houston Area Road Runners Association, and in 2004 received the Houston Bar Association’s President’s Award for his record-breaking success as co-race director of HBA’s Law Week Fun Run.

10-30-2006

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