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&xmlData=<deal image="" print="http://www.chapman.com/recenttransactions.php?client=print" email="mailto:?&subject=Link to www.chapman.com&body=http://www.chapman.com/recenttransactions.php" pdf=""><result><b>Recent Transactions</b><br><br><p>Chapman recently obtained a more than $12 million breach of fiduciary duty judgment on behalf of limited partner investors against the partnership's general partner. The partnership investment agreement contained an equity kicker provision, which the successor general partner refused to fund when the partnership terminated. At hearing, we prevailed on our breach of fiduciary duty claim and defeated the general partner's counterclaim.</p><p> </p><p>Chapman served as bond counsel and special pension disclosure counsel to the City of Chicago with respect to the City's $210 million General Obligation Bonds, Project Series 2011A and $205 million General Obligation Bonds, Taxable Project Series 2011B, which closed on November 30, 2011. Larry White, Anjali Vij, David Cholst, Sarah Breitmeyer, Rose Gallagher, and Kent Floros all played significant roles in this first general obligation bond transaction managed by the City's new administration.</p><p> </p><p>Chapman represented the agent lender in connection with a $50 million acquisition loan financing of a company in the printing business. The transaction involved negotiating subordination agreements with three separate subordinated debt facilities.</p><p> </p><p>Chapman acted as bond counsel in a $1.75 billion credit facility restructuring and related $665 million bond restructuring for the Adventist Health System/Sunbelt. The transaction involved the restructuring of an existing credit facility into a new credit facility involving 14 separate US and foreign banks. Bonds were also restructured through multiple letter of credit substitutions and remarketings. The new facility provides AHS with additional flexibility in its access to capital and was recognized by The Bond Buyer as the 2011 health care sector Deal of the Year.</p><p> </p><p>Chapman recently served as issuer's counsel for a bank client in connection with the issuance of $325 million of notes from a credit card securitization master trust.</p><p> </p><p>Chapman represented the lenders providing liquidity facilities supporting seven different subseries of highway system revenue bonds.</p><p> </p><p>Chapman represented Cook County, Illinois, in a complicated financing in which the County restructured a significant portion of its outstanding debt. Rose Gallagher and Kent Floros also provided special advice to the County in connection with its expanded discussion in the official statement of its pension liabilities. The purpose of the financing was to help solve the County's budget challenges.</p><p> </p><p>Chapman advised a multiseller commercial paper conduit in restructuring its program to allow issuance of commercial paper in multiple currencies in the European commercial paper market. This allowed the conduit flexibility in issuing commercial paper to a variety of different investors and so provided additional sources of potential liquidity to the conduit.</p><p> </p><p>Counsel to collateral agent and lender in connection restructuring of existing $192 million ABL facility for small ticket lessor simultaneous with its recent acquisition.</p><p> </p><p>Represented a major US railroad in its sale of $500 million worth of bonds.</p><p> </p><p>Chapman represented Redwood Trust as tax counsel in connection with its issuance in September 2011 of approximately $375,227,250 of residential mortgage backed securities (RMBS). The bonds were issued through Redwood's Sequoia Mortgage Trust affiliate and represent Redwood's second RMBS offering in 2011.</p><p> </p><p>Chapman acted as counsel to the agent bank in a $30 million acquisition and working capital credit facility to a portfolio company of a private equity fund that provides data solutions to non-profit organizations.</p><p> </p><p>Chapman represented a multinational broker-dealer in connection with its acquisition of a matched book securities lending business with operations in the US, the UK, and Australia.</p><p> </p><p>Chapman represented institutional investors in the private placement of USD $200 million senior notes by a Dutch finance subsidiary, which had the benefit of its co-obligor parent that was organized in Portugal as well as credit guaranties of two primary subsidiaries located in Spain.</p><p> </p><p>Chapman served as special tax counsel to a fund manager in connection with the structuring of several funds launched to acquire and restructure troubled mortgage loan portfolios.</p><p> </p><p>Chapman served as tax counsel in connection with the structuring, disclosure, and tax opinions for the first private label RMBS transactions closed since 2008.</p><p> </p><p>Chapman secured a favorable ruling from the United States Bankruptcy Court in Chicago involving a request to lift the automatic stay in the bankruptcy case of a manufactured home community.</p><p> </p><p>Chapman represented eight governmental entities in multiple bond issues for flood prevention in southwestern Illinois.</p><p> </p><p>Chapman represented a management team in connection with its purchase of a minority interest in a privately owned equipment fund management company.</p><p> </p><p>Chapman represented an equipment finance subsidiary of a regional bank in its acquisition of a specialty loan portfolio from another regional bank.</p><p> </p><p>Chapman represented a full-service brokerage firm in its merger with a major diversified financial services holding company.</p><p> </p><p>Chapman represented an independent small ticket equipment finance company in connection with the restructuring of its warehousing facilities at the inception of the financial downturn and its subsequent acquisition and simultaneous repayment of all warehousing facilities.</p><p> </p><p>Chapman represented the provider of a standby letter of credit issued for the account of a nationally recognized university hospital system, which was provided as collateral support for derivative obligations of the hospital system.</p><p> </p><p>Chapman continues to work closely with client card issuers to identify the many operational changes necessary to comply with the Credit Card Act of 2009 and prepare new required disclosures including initial disclosures, statements, change in terms notices, and advertising.</p><p> </p><p>Chapman represented derivatives provider in connection with $6 billion financing facility for a large US automobile and mortgage finance company.</p><p> </p><p>Chapman helped a multi-national railway company initiate a change in technology service providers to support its network of employees across North America.</p><p> </p><p>Chapman acted as counsel to the purchaser of a multi-billion dollar credit card receivables-backed note.</p><p> </p><p>Chapman served as co-counsel to a bank who acquired the securitization trustee, custodian, and agency business line of another bank. The engagement included advice on regulatory issues surrounding the acquisition as well as managing due diligence on the underlying portfolio consisting of scores of securitizations involving a wide variety of asset types and structures.</p></result></deal><feature image="" print="http://www.chapman.com/featuredmatter.php?client=print" email="mailto:?&subject=Link to www.chapman.com&body=http://www.chapman.com/featuredmatter.php" pdf=""><result><b>Client Alerts</b><br><br><p><b>President Signs JOBS Act: Eases Capital Raising Restrictions and IPO Hurdles for Smaller Companies and Private Funds</b></p><p>President Obama signed into law today the Jumpstart Our Business Startups Act (the "JOBS Act"), which is designed to facilitate public and private company access to the capital markets through a number of separate initiatives. These provisions are expected to have a favorable impact on smaller private companies and, in some instances, private investment funds.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1171.pdf " target="_self"><u>Click here to read the full Alert</u></a>.  </p><p> </p><p> </p><p><b>Public Finance Tax Update</b></p><p>In this issue: <br /></p><ol><li>2012 IRS Tax Exempt Bonds Work Plan</li><li>IRS and MSRB Enter into Memorandum of Understanding</li><li>Administration Proposes BAB Reinstatement and Other Bond Changes</li><li>Current Refundings of Tax-Exempt Bonds in Certain Disaster Relief Bond Programs</li></ol><p> </p><p><a target="_self" href="http://www.chapman.com/media/news/media.1168.pdf"><u>Click here to read the full Alert</u></a>.   </p><p> </p><p> </p><p><b>Spending the Last of Your Build America Bond Proceeds</b></p><p>The American Recovery and Reinvestment Act of 2009 allowed the issuance of taxable municipal bonds, called build America bonds, which provide the issuer of such bonds with a direct payment from the federal government equal to 35 percent of the interest payable on such bonds. One of the tax law requirements for these bonds is  that 100 percent of bond proceeds (other than amounts spent on costs of issuing the bonds) must be allocated to capital expenditures.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1167.pdf " target="_self"><u>Click here to read the full Alert</u></a>.  </p><p> </p><p> </p><p><b>SEC Seeks Comment on MSRB Proposed Brokerʼs Broker Rules</b></p><p>The Securities and Exchange Commission (SEC) recently released a notice of proposed Municipal Securities Rulemaking Board (MSRB) rule changes governing the conduct of broker's brokers. The proposed definition of "broker's broker" generally includes a broker, dealer, or municipal securities dealer that principally effects transactions for other broker-dealers or that holds itself out as a broker's broker.</p><p> </p><p><a target="_self" href="http://www.chapman.com/media/news/media.1166.pdf"><u>Click here to read the full Alert</u></a>.  </p><p> </p><p> </p><p><b>CFTC Eliminates and Narrows Key Exemptions for Commodity Pool Operators and Commodity Trading Advisors</b></p><p>The Commodity Futures Trading Commission (CFTC) recently issued final rule changes:<br /></p><ul><li>narrowing the exclusion from the definition of commodity pool operator (CPO) available to mutual funds and other registered investment companies (RICs) and their advisers;</li><li>eliminating an exemption from CPO registration available to private fund operators (but keeping another exemption that had also been proposed to be eliminated);</li><li>narrowing and rescinding certain exemptions from commodity trading advisor (CTA) registration;</li><li>adding certain risk disclosure statements for CPOs and CTAs with respect to swaps; and</li><li>making certain changes to reporting and certification obligations for entities required to register as CPOs and CTAs and entities relying on exclusions and exemptions from registration.<br /></li></ul><p> </p><p><a href="http://www.chapman.com/media/news/media.1165.pdf " target="_self"><u>Click here to read the full Alert</u></a>.</p><p> </p><p> </p><p><b>SEC and CFTC Propose Identity Theft Rules</b></p><p>The Securities and Exchange Commission and Commodity Futures Trading Commission (the "Commissions") recently proposed rules and guidelines that would require certain entities to develop and implement a written identity theft prevention program that is designed to detect, prevent, and mitigate identity theft in connection with certain existing accounts or the opening of new accounts. The Dodd-Frank Wall Street Reform and Consumer Protection Act amended certain federal laws to require the Commissions to jointly adopt rules and issue guidelines for "financial institutions" and "creditors" regarding identity theft.</p><p> </p><p><a target="_self" href="http://www.chapman.com/media/news/media.1164.pdf "><u>Click here to read the full Alert</u></a>.  </p><p> </p><p> </p><p><b>New FINRA Best Execution Rule Effective May 31, 2012</b></p><p>The Financial Industry Regulatory Authority, Inc. (FINRA) recently announced that the previously approved rule change relating to the "best execution" obligation of broker-dealers will become effective on May 31, 2012.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1163.pdf" target="_self"><u>Click here to read the full Alert</u></a>.</p><p> </p><p> </p><p><b>FINRA Proposes Revised Debt Security Research Rule</b></p><p>The Financial Industry Regulatory Authority, Inc. (FINRA) recently issued a revised rule proposal to apply objectivity safeguards and disclosure requirements to the publication and distribution of debt security research reports. Current FINRA rules related to research reports apply only to equity securities.</p><p> </p><p><a target="_self" href="http://www.chapman.com/media/news/media.1162.pdf "><u>Click here to read the full Alert</u></a>.  </p><p> </p><p> </p><p><b>SEC Adopts Revised Investment Adviser Performance Fee Requirements</b></p><p>The Securities and Exchange Commission recently adopted amendments to the dollar amount tests for the "qualified client" definition in Rule 205-3 under the Investment Advisers Act of 1940. The revised rule changes the current $750,000 assets under management test to $1 million and changes the current $1.5 million net worth test to $2 million, among other things.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1159.pdf " target="_self"><u>Click here to read the full Alert</u></a>.  </p><p> </p><p> </p><p> </p>For a full listing of Chapman and Cutler publications, please see the <a target="_self" href="http://www.chapman.com/publications.php"><u>Publications page</u></a>.<br /></result></feature><market image="" print="http://www.chapman.com/markettrend.php?client=print" email="mailto:?&subject=Link to www.chapman.com&body=http://www.chapman.com/markettrend.php" pdf=""><result><b>Chapman News</b><br>Published: 04/19/2012<br><br><p>Chapman and Cutler is pleased to announce that we received Tier 1 recognition, the highest level of "green" achievement, in the City of Chicago's Green Office Challenge. The Challenge is part of the education and outreach initiative of the City of Chicago's much broader <a href="http://www.chicagoclimateaction.org/pages/climate_change_and_chicago/5.php" target="_self">Climate Action Plan</a>. The Firm received the recognition by satisfying 78 of 100 sustainability criteria in the Challenge, which included categories such as energy savings, property management, waste and recycling, transportation, and outreach and education. Achieving Tier 1 status is certainly an honor, and we are particularly proud of the sustainability efforts we made in order to get to this level.</p><p>Chapman and Cutler, along with the only three other Chicago law firms to have achieved Tier 1 status, was mentioned in a recent <em>Chicago Daily Law Bulletin</em> article on the Challenge. The article featured David Schrodt, Chapman's sustainability partner, and Nancy Becker, the Firm's office services and facilities manager. Both Schrodt and Becker applauded Firm leadership and personnel for cutting down on paper usage, switching to more efficient lighting, starting a coffee grounds composting initiative, and generally jumping on board with being more environmentally sustainable. "It's really a reflection of who we are as a Firm," Schrodt said of Chapman's sustainability practices. "It's become part of our routine now."</p><p>For more information about the Chicago Green Office Challenge, visit the Challenge website at <a href="http://www.chicagogreenofficechallenge.org" target="_self">http://www.chicagogreenofficechallenge.org</a>.</p><p> </p><p>An article written by Chapman partner Matt Boba appears in the current edition of <em>Practical Compliance and Risk Management for the Securities Industry</em>. Titled "Doing Business Under FINRA's New Suitability and KYC Rules," the article outlines the scope of FINRA Rule 2090 ("know your customer") and FINRA Rule 2111 (suitability) and discusses the practical effects of the rules on registered representatives, supervisors, and compliance professionals. <a target="_self" href="http://www.chapman.com/media/news/media.1172.pdf"><u>Click here to read the article</u></a>. <br /></p><p> </p><p>Rebecca Wallenfelsz, a partner in our Trusts and Estates Group, was recently elected to the American College of Trust and Estate Counsel (ACTEC). ACTEC is a professional organization that recognizes attorneys who have established outstanding reputations among their peers in terms of skill, experience, and high standards of professional and ethical conduct in the practice of trusts and estates law. Members of the ACTEC are selected by their peers, and Fellow invitations are extremely limited. It is quite an honor to be elected as a Fellow to the ACTEC, and we are proud of her accomplishment.</p><p> </p><p>Chapman and Cutler welcomes partners Felicia B. Graham, Douglas L. Madsen, Michael H. Mitchell, Mark R. Riccardi, Craig Fishman, and Rachel G. George, formerly of Orrick, Herrington & Sutcliffe LLP, who have joined Chapman and Cutler in our newly established office in Washington, DC.  <u><a href="http://www.chapman.com/mailing/media/DC_Office_Announcement.pdf" target="_self">Click here</a></u> to learn more about our new office and our new partners.</p><p> </p><p>Chapman and Cutler LLP ranked second in the country as municipal disclosure counsel for 2011 according to Thomson Reuters statistics released on January 10, 2011. The Firm provided disclosure services for 117 issues representing more than $6.3 billion in bonds. The Firm jumped from 16th place in 2010 to 2nd place in 2011 in the nation-wide rankings. <a href="http://www.chapman.com/media/news/media.1135.pdf" target="_self"><u>Click here to read the press release</u></a>. </p><p> </p><p><em>The Bond Buyer</em>, a publication covering the municipal bond industry, recently named a $1.75 billion credit facility restructuring and related $665 million bond restructuring for the Adventist Health System/Sunbelt (AHS), headquartered in Florida, as the Health Care Sector "Deal of the Year." Chapman and Cutler served as bond counsel to AHS on this transaction. The deal was recognized not only for its size, as one of the largest syndicated bank credit facilities ever structured for a not-for-profit health care organization, but also for its complexity. The transaction involved the restructuring of an existing credit facility into a new credit facility involving 14 separate US and foreign banks. Bonds were also restructured through multiple letter of credit substitutions and remarketings. The new facility provides AHS with additional flexibility in its access to capital. <a target="_self" href="http://www.chapman.com/media/news/media.1123.pdf">Click here to read the press release</a>.</p><p> </p><p>The Human Rights Campaign has again named Chapman and Cutler one of the Best Places to Work in its annual Corporate Equality Index. For the third year in a row, Chapman and Cutler received a 100 percent score on the Human Rights Campaign's (HRC) Corporate Equality Index, earning the Firm a place among the HRC's Best Places to Work. The Corporate Equality Index rates businesses across the US according to their protections and benefits for lesbian, gay, bisexual, and transgender (LGBT) employees by examining corporate practices such as non-discrimination policies, diversity training, domestic partner benefits, availability of employee groups, and responsible advertising. In all categories, Chapman and Cutler received the highest rating possible. <u><a href="http://www.chapman.com/media/news/media.1124.pdf" target="_self">Click here to read the press release</a></u>.</p><p> </p><p>On November 30, Jim Spiotto participated in a roundtable discussion at the American Youth Policy Forum (AYPF) School District Insolvency Meeting in Washington, D.C. The meeting was sponsored by the Bill and Melinda Gates Foundation and participants included representatives from the Education Commission of the States, several state departments of education, EducationCounsel LLC, and other educational research organizations. For more information, see <a href="http://www.aypf.org/" target="_self"><u>http://www.aypf.org/</u></a>.</p><p> </p><p>Jim Croke was a featured speaker at an American Securitization Forum (ASF) Sunset Seminar at the offices of BNY Mellon in New York on November 16 to discuss the proposed Conflicts of Interest and Volcker Rules. Approximately 150 people attended the program. ASF Sunset Seminars are held throughout the year in various locations, including New York City, Charlotte, and London. The seminars provide brief but intensive focus on topical market developments and are followed by networking receptions. Additionally, an article on the regulatory challenges facing the asset backed commercial paper (ABCP) market in the <em>Journal of Structured Finance</em> co-authored by Chapman partners Jim Croke, Peter Manbeck, and Tim Mohan earlier this year and an October 26 client alert on the Volcker Rule written by Jim, Peter, Tim, and Bob Lockner were widely cited in a feature story in the November issue of the <em>Asset Securitization Report</em>. </p><p> </p><p>Chapman and Cutler LLP has been recognized as a 100% Green Power Purchaser with the US Environmental Protection Agency's Green Power Partnership. The firm is purchasing 1,800,000 kilowatt-hours (kWh) of green power annually, which is enough green power to offset 100 percent of the firm's electricity use. Chapman and Cutler buys Renewable Energy Credits from NextEra Energy Resources, which demonstrates the firm's commitment to supporting cleaner renewable energy alternatives. <a href="http://www.chapman.com/media/news/media.1099.pdf" target="_self"><u>Click here</u></a> to download the full press release.</p><p> </p> <p> </p><p>For more Chapman News, please see our <u><a href="http://www.chapman.com/newsevents.php" target="_self">News and Events</a></u> page. </p></result></market>
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