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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 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>FINRA: Complex Products Require Heightened Supervision--Focus on Structured Notes, Inverse/Leverage ETFs, Hedge Funds, Securitized Products, and Similar Products</b></p><p>The Financial Industry Regulatory Authority, Inc. (FINRA) recently issued guidance to members concerning the supervision of complex products--securities or investment strategies with novel, complicated, or intricate derivative-like features such as structured notes, inverse or leveraged exchange-traded funds, hedge funds, and securitized products. <br /><br /><a target="_self" href="http://www.chapman.com/media/news/media.1137.pdf "><u>Click here to read the full Alert</u></a>.</p><p> </p><p> </p><p><b>SEC Approves New FINRA Best Execution and Interpositioning Rule</b></p><p>The Securities and Exchange Commission recently approved a rule change proposed by the Financial Industry Regulatory Authority, Inc. relating to the "best execution" obligation of broker-dealers. The changes adopt existing NASD Rule 2320 (Best Execution and Interpositioning) and related Interpretive Materials as new FINRA Rule 5310 and related Supplementary Material with a few key changes.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1134.pdf" target="_self"><u>Click here to read the full Alert</u></a>.</p><p> </p><p> </p><p><b>SEC Issues Guidance on Investment Adviser Use of Social Media</b></p><p>The Office of Compliance Inspections and Examinations of the Securities and Exchange Commission recently issued a National Examination Risk Alert on the use of social media by investment advisers. The Risk Alert provides guidance on the application of the Investment Advisers Act of 1940 and its rules to the use of social media technologies. The Risk Alert discusses several factors that an investment adviser may want to consider when evaluating its social media compliance program, particularly with regard to third-party consents.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1132.pdf" target="_self"><u>Click here to read the full Alert</u></a>.</p><p> </p><p> </p><p><b>FINRA Revises Proposed Rules on Communications with the Public (Amendment No. 2)</b></p><p>Over the course of the last few years, the Financial Industry Regulatory Authority, Inc. has proposed changes to the rules governing broker-dealer communications with the public. After receiving significant comments on earlier proposals, FINRA recently filed Amendment No. 2 to the proposed rule changes and a rebuttal letter regarding the comments received.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1133.pdf" target="_self"><u>Click here to read the full Alert</u></a>.</p><p> </p><p> </p><p><b>Dodd-Frank: Impact on Asset Management</b></p><p>The Chapman and Cutler Investment Management Group recently updated its ongoing analysis of the Dodd-Frank Wall Street Reform and Consumer Protection Act as it relates to the investment management industry.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.901.pdf" target="_self"><u>Click here for the latest on Dodd-Frank</u></a>.</p><p> </p><p> </p><p><b>Uncertain Skies for Power Plants Across the US? EPA Issues Final Utility MACT Rule and Federal Appeals Court Stays the Cross-State Air Pollution Rule</b></p><p>In late December, the US Environmental Protection Agency finalized the new power plant emissions standards for mercury, acid gases, and non-mercury metallic toxic pollutants (including arsenic, chromium, nickel, and others) for new and existing coal- and oil-fired utility steam generating units. Meanwhile, on December 30, 2011, the DC Circuit Court stayed implementation of EPA's new Cross-State Air Pollution Rule, which regulates certain power plant emissions in 27 states in the eastern half of the US, while the court considers the legality of the rule.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1130.pdf" target="_self"><u>Click here to read the full Alert</u></a>.</p><p> </p><p> </p><p><b>SEC Adopts Revised Accredited Investor Definition </b></p><p>The Securities and Exchange Commission recently adopted amendments to the "accredited investor" standards in rules under the Securities Act of 1933. These changes implement Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that the SEC adjust any net worth standard for an accredited investor so that the individual net worth of any natural person (or joint net worth with a spouse) is more than $1 million, excluding the value of the person's primary residence.</p><p> </p><p><a href="http://www.chapman.com/media/news/media.1129.pdf" target="_self"><u>Click here to read the full Alert</u></a>.</p><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 /></p></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: 01/18/2012<br><br><p>Cari Stern, an associate in the Banking Department, will be a speaker on a panel discussion presented by the Association for Conflict Resolution, Chicago Chapter, entitled "Dispute Resolution in the Sports World" on Wednesday, January 25, at The John Marshall Law School. <a href="http://sports-law.blogspot.com/2012/01/association-for-conflict-resolution-to.html" target="_self"><u>Click here for more information</u></a>. <br /></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 target="_self" href="http://www.chapman.com/media/news/media.1135.pdf"><u>Click here to read the press release</u></a>. <br /></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 href="http://www.chapman.com/media/news/media.1123.pdf" target="_self">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 target="_self" href="http://www.chapman.com/media/news/media.1124.pdf">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 target="_self" href="http://www.aypf.org/"><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 target="_self" href="http://www.chapman.com/media/news/media.1099.pdf"><u>Click here</u></a> to download the full press release.</p><p> </p><p><em>Best Lawyers</em>, the oldest peer-review publication in the legal profession, has named Jill H. Matichak as the 2012 San Francisco Banking and Finance Law Lawyer of the Year. "We are proud that Jill has been recognized for her hard work and deep knowledge of bank lending transactions," said David McMullen, partner and office leader in Chapman's San Francisco office. "She is a real asset to our team, and being selected by her peers is a well deserved honor." <a href="http://www.chapman.com/media/news/media.1094.pdf" target="_self"><u>Click here to read the full press release</u></a>.</p><p> </p><p>Jim Spiotto appeared on Reuters Insider on October 12 to talk about the recent Chapter 9 bankruptcy filing of Harrisburg, Pennsylvania. In the interview, Jim talks about why Chapter 9 bankruptcy is not the only or best solution, the probability of the filing's dismissal at the state level, and Chapter 9 bankruptcy historical trends. To see the complete interview, <a href="http://link.reuters.com/wak44s" target="_self"><u>click here</u></a>.</p><p> </p><p>Scott Fryzel will publish an article entitled "The FFIEC's Supplement to Authentication in an Internet Banking Environment: The New Minimum Legal Standard?" in the October 2011 issue of <em>The Banking Law Journal</em>. The article examines new Federal Financial Institutions Examination Council guidelines that may establish the new minimum standard against which banks are held legally responsible for claims that a bank has breached its duty to protect client accounts and information. <a target="_self" href="http://www.chapman.com/media/news/media.1088.pdf"><u>Click here to download the article</u></a>.</p><p> </p><p>Suzanne Shier presented at the National Trust Closely Held Business Association (NTCHBA) 36th Annual National Conference in Santa Rosa, California, on September 20, 2011. Her presentation addressed the unique aspects of the administration of private equity and hedge fund investments by trustees in trust accounts, including prudent investment, valuation, qualification of investors under the securities laws, participation in new issues income in hedge funds, and related topics. NTCHBA is a not-for-profit organization that serves as an education and information resource for the bank trust industry. Membership is comprised of specialists in bank trust departments who manage closely held business interests and other professionals such as business appraisers and attorneys.</p><p> </p><p>Chapman and Cutler partner Timothy V. McGree was elected by unanimous vote of the Board of Directors of the American College of Bond Counsel (ACBC) to become a Regular Fellow of the College. ACBC 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 bond law. Members of the ACBC are selected by their peers, and Fellow invitations are extremely limited. It is quite an honor to be elected as a Fellow to the ACBC, and Tim is the third Chapman attorney to be elected, joining Pat Curtner and Jim Luebchow.</p><p> </p><p>Chapman and Cutler partner Rebecca Wallenfelsz has been named to the Law Bulletin Publishing Company's "40 Illinois Attorneys Under Forty to Watch" list of outstanding lawyers (September 2011 issue). Ms. Wallenfelsz is a member of the Firm's Trusts and Estates practice group. "We are thrilled that Rebecca has been recognized for her hard work, dedication, and deep knowledge of trust and estate matters," said Suzanne Shier, partner and practice group leader of the Trusts and Estates group at Chapman. "She is a real asset to our team, and this is a well deserved honor." <a href="http://www.chapman.com/media/news/media.1078.pdf" target="_self"><u>Click here to read the press release</u></a>.</p><p> </p><p>Chapman and Cutler has again been selected as one of the top law firms for women. "Being named as one of the 50 best law firms in the nation for women is affirmation that our work to develop and shape policies has had a positive and meaningful impact on our attorneys," said Tim Mohan, Chapman's Chief Executive Partner. "We take pride in the fact that this is the fourth year Chapman and Cutler has participated and the fourth time we have been named as a Best Law Firm for Women." <a target="_self" href="http://www.chapman.com/media/news/media.1072.pdf"><u>Click here to read the press release</u></a>.</p><p> </p><p> </p><p>For more Chapman News, please see our <u><a target="_self" href="http://www.chapman.com/newsevents.php">News and Events</a></u> page. </p></result></market>
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