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Clients: Client Successes

LEGAL DISCLAIMER: THE RESULTS OF ALL CLIENT MATTERS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH MATTER. PAST SUCCESSES DO NOT PREDICT OR GUARANTEE FUTURE SUCCESSES.

McGuireWoods Obtains Full Concession from IRS in Pro Bono Tax Case

Representing a pro bono client on behalf of The Community Tax Law Project, a 501(c)(3) organization representing low income taxpayers, we obtained a full concession by the IRS less than one week before a tax case was to be tried in U.S. Tax Court. We established that a father was entitled to a dependency exemption for his son, even though he did not have physical custody for more than half the year. The IRS agreed that the fact that the child's mother illicitly obtained a court order granting her temporary custody when she was only entitled to visitation rights under a prior court order establishing custody, should not negatively impact tax benefits due to the father under the original order.

D.C. Superior Court Dismisses $42 Million Case Against AOL

The D.C. Superior Court dismissed a $42 million complaint against AOL LLC on July 30, 2008. In January, the plaintiff filed a private attorney general action against AOL pursuant to the D.C. Consumer Protection Procedures Act (DCCPPA).

The plaintiff, who purportedly acted on behalf of more than 28,000 unnamed AOL consumers in D.C., alleged that AOL violated the DCCPPA by failing to inform each of its D.C. dial-up Internet service subscribers of alternative plans and prices. The plaintiff, a D.C. resident, never subscribed to AOL's dial-up service, and sought more than $42 million in compensatory, punitive, and statutory damages, in addition to attorneys’ fees. McGuireWoods moved to dismiss the complaint on the grounds that the plaintiff lacked constitutional standing to bring his claim, because he did not suffer any injury. The court agreed, and dismissed the case.

McGuireWoods Obtains Defense Verdict for Chrysler

A Richmond, Va., jury recently returned a defense verdict for McGuireWoods client Chrysler LLC in the case of William Ring v. Alfa Laval et al. McGuireWoods’ trial team on the case also secured a directed verdict for client Ford Motor Company, at the conclusion of the plaintiff's evidence in this mesothelioma claim brought by the Simon Eddins firm. All other defendants settled prior to trial.

McGuireWoods Assists Dominion in Sale of Two Natural Gas Utilities for $910 Million

McGuireWoods represented Dominion in entering into an agreement to sell its Dominion Peoples and Dominion Hope natural gas distribution companies to Babcock & Brown Infrastructure Fund North America (BBIFNA), a San Francisco-based infrastructure fund that owns and manages utilities and other infrastructure assets, for $910 million, subject to changes in working capital and levels of capital expenditures. The transaction is expected to close in 2009. It is subject to regulatory approvals in Pennsylvania and West Virginia, as well as clearance under the federal Hart-Scott-Rodino Act and the Exon-Florio provision of the Omnibus Trade and Competitiveness Act.

SEC No Action Letter for Emeriti Retirement Health Solutions

McGuireWoods recently obtained a no action letter from the SEC for Emeriti Retirement Health Solutions. The Emeriti program enables colleges and universities to offer employees a way to invest and accumulate assets during working years with a tax advantage, to help pay for medical costs in retirement. The no action letter allows Emeriti to make changes in its (pre-age 65) health insurance program without losing the benefit of a prior no action position from the SEC.

McGuireWoods Jury Verdict Lead Story in Lawyers Weekly

The statewide publication Virginia Lawyers Weekly prominently featured a McGuireWoods jury verdict in last week’s edition. "Defendant in Fiery Wreck Gets $1M on Counterclaim" detailed the recent case in which McGuireWoods tried and obtained a defense verdict on plaintiff's claim against our clients General Electric and its employee. The $1 million jury verdict was won on behalf of our individual client on a wrongful death counterclaim.

McGuireWoods Advises Esmark Incorporated with $1.25 Billion Merger Transaction

Esmark Incorporated, one of the world's fastest growing steel services companies, has entered into a definitive merger agreement to be acquired by OAO SeverStal for $19.25 per share—representing an overall transaction including debt valued at approximately $1.25 billion. McGuireWoods is a legal and M&A advisor to Esmark for the transaction. The offer and related transactions contemplated by the merger agreement are subject to the satisfaction of customary closing conditions. In addition to the merger agreement, SeverStal has entered into an agreement to purchase Esmark’s aggregate $110 million term loan facilities from Essar Steel Holdings Limited.

Appellate Court Affirms Dismissal for Harmony Health Plan of Illinois Inc. and Amerigroup Illinois Inc.

On May 15, 2008, the Illinois Appellate Court found that reimbursements made by Medicaid Managed Care Organizations Harmony Health Plan of Illinois Inc., and Amerigroup Illinois Inc. to emergency medical service providers were in accordance with federal and state law, as well as the parties' agreements as Medicaid payers and providers.

The putative class action was brought by non-participating providers of emergency medical services seeking to be paid their significantly higher billed charges, rather than the Illinois Medicaid rate. The court affirmed the dismissal of the action, ruling that a contrary decision would risk the “extinguishment” of the managed care organizations. The decision is important for the managed care sector, because it addresses disputes that have arisen around the country between non-participating providers and managed care entities. In particular, the court held that to allow providers the right to receive their billed charges would negatively impact the Medicaid program.

Jury Verdict for General Electric in Wrongful Death Claim - $1 Million Award on Counterclaim

McGuireWoods won a jury verdict for GE and the estate of one of its employees following a three-day trial in Virginia. The case involved a well publicized head-on collision on I-64, where a GE employee was one of two drivers involved. Both drivers died. We defended GE and the estate of its employee against the wrongful death claim that was filed by the adverse driver.

We also filed a counterclaim on behalf of the employee’s estate, against the adverse driver. Prior to the verdict, the team won motions dismissing a punitive damages count, transferring venue, excluding the plaintiffs' expert toxicologist and medical examiner, and winning a negligence per se finding as a matter of law. Despite three eyewitnesses to the accident whose testimony supported the adverse driver, the jury found in favor of GE on all claims, and awarded our client $1 million on her counterclaim, after just a few hours of deliberations.

Transaction Completed for Foley Products Company

McGuireWoods recently represented Foley Products Company, the largest supplier of precast concrete manholes in the southeast United States, in its acquisition of Vulcan Materials Company's interests in Columbus Quarry, LLC.

Charlotte Team Wins Motion to Dismiss for Smithfield

McGuireWoods convinced a federal judge in the Eastern District of North Carolina to dismiss an insurance coverage lawsuit filed by an insurance company against several Smithfield affiliates. The insurance company sued the Smithfield companies in North Carolina seeking a ruling that it owed no coverage for a nuisance lawsuit filed in Missouri state court. The judge's ruling means that Smithfield can litigate the insurance coverage issues in Missouri state court, where the underlying nuisance lawsuit is pending.

Chicago Team Assists Global Oilfield Services

McGuireWoods closed the formation and financing of Global Oilfield Services, Inc. and the acquisition of operating companies in Venezuela, Mexico, Peru and the United States. Financing was done as a private placement involving investors in several foreign countries, as well as the United States. Global expects to make additional acquisitions in the oilfield services sector.

Jury Trial Results in Major Victory for Bombardier Capital Inc.

McGuireWoods achieved a jury trial victory for Bombardier Capital Inc. (BCI). We represented BCI as the plaintiff in a lawsuit against two former managerial employees who had stolen documents and sold them to a plaintiffs’ firm that was suing BCI in a class action pending in New York. After a four-day jury trial, the jury found in BCI’s favor on every count.

It found for BCI on its claims for breach of contract, breach of fiduciary duty, civil theft, conversion, and conspiracy. In addition, we assisted with BCI’s fight in New York to obtain documents, pursuant to a third-party subpoena, from the plaintiffs’ firm that bought the stolen documents from the two former employees. One of the documents received pursuant to the subpoena was an important piece of evidence used at trial.

Green Energy Fund Raises $100 million

McGuireWoods investment fund client, Leveraged Green Energy, LP, reached $100 million in committed capital after a successful closing on May 23, 2008 that included Credit Suisse and a number of Scandinavian and Eastern European pension fund and private equity investors. After the closing, the Fund began development of four projects in Eastern Europe: one hydro, one solar, one wind and one biomass. Additional investors are expected in the near future to bring committed capital to $250 million.

Complete Victory for Siemens Medical Solutions

McGuireWoods partner Dana Rust (Labor and Employment, Richmond), former partner Michelle Settle, and associate Bobby Holland (Labor and Employment, Richmond) convinced the 6th Circuit Court of Appeals to affirm the dismissal of a $1.77 million claim against Siemens Medical Solutions, manufacturer and marketer of a wide range of medical equipment, including MRI systems, radiation therapy equipment, and patient monitoring systems.

The plaintiff brought a six-count lawsuit alleging that Siemens improperly denied him $1.77 million in commissions, compensation and benefits. McGuireWoods secured summary dismissal of all but the plaintiff's fraudulent misrepresentation claim, which was tried before a jury. The jury returned a verdict in his favor for $200,000. However, McGuireWoods convinced the trial judge to overturn the jury's award and enter judgment on behalf of Siemens, through a renewed motion for judgment as a matter of law. The Plaintiff's attorneys appealed the summary judgment and directed verdict claims and some evidentiary rulings of the district court. In a complete victory for Siemens, the 6th Circuit affirmed all of the lower court's rulings.

Major Victory for Largest U.S. Specialty Retailer of Vitamins and Nutrition Supplements

McGuireWoods scored a significant victory for GNC Franchising, LLC, the largest U.S. specialty retailer of vitamin, mineral, herbal and sports nutrition supplements, in a class action brought by current and former GNC franchisees. They sought to certify two putative classes of all past and present franchisees who were purportedly harmed by certain allegedly unfair business practices. In November 2007, following a contentious fight over certification, the U.S. District Court for the Western District of Pennsylvania certified a class composed of all present and past franchisees who were party to an August 2001 Class Action Stipulation of Settlement entered into between GNC and its franchisees. The court designated a single franchisee as the class representative.

GNC filed a motion for reconsideration of the certification decision, arguing that the court-appointed representative franchisee was not an adequate class representative because between the date the representative moved to certify the class and the date of the certification decision, he had sold his GNC franchises, thus his interests were no longer aligned with the current franchisees in his class. Moreover, the named plaintiff had voluntarily released his individual claims against GNC in separate litigation, thus mooting his stake and interest in the pending action. In light of the change in circumstances surrounding the named plaintiff, the court granted GNC's motion for reconsideration, decertified the class, and dismissed the case in its entirety for lack of jurisdiction.

Victory for Ford in Wrongful Death Case

McGuireWoods won a verdict in favor of Ford Motor Company in a wrongful death case in Lowndes County, Miss. In March 1999, an intoxicated man was involved in a head-on collision after driving on the wrong side of the road. A post-collision fire ensued in his Ford F-150. He was trapped, sustained severe burn injuries before being extricated, and died approximately one month later. The other driver died at the scene. Claiming damages, the driver’s relatives sued Ford, alleging that a design defect in the F-150’s fuel lines allowed it to be breached in the impact, leading to the fuel-fed fire. Following a two-week trial, the jury returned a verdict for Ford, finding there were no defects in the fuel system’s design.

Multioffice Team Closes $350 Million Transaction for Major Financial Institution Client

McGuireWoods’ asset-based lending group recently closed a $350 million senior syndicated credit facility, with an accordion up to $500 million from an anchor financial institution client to Boise-Cascade L.L.P. and its subsidiaries. This complex transaction was completed in fewer than four weeks out of our Los Angeles office, by a team led by partner Gary D. Samson (Capital Markets, Los Angeles). The team also included lawyers from our Chicago and Charlotte offices.

Shareholder Derivative Claims Against Telos Corporation Dismissed with Prejudice

The Circuit Court for Baltimore City, Md., dismissed with prejudice the shareholder derivative claims brought against Telos Corporation by activist hedge fund Costa Brava Partnership III, L.P., based on the report and conclusions of the Telos Special Litigation Committee. In 2005, activist hedge fund Costa Brava filed suit against the defense contractor, claiming it was owed at least $79 million in accrued and unpaid dividends and redemption payments on preferred stock. The court found, based on its review of the well-developed record, that members of the Special Litigation Committee were independent, disinterested and performed their duties in good faith; that the SLC undertook a reasonable investigation of plaintiffs' derivative claims; and that the SLC's findings and conclusions are reasonable. The court's ruling resulted in dismissal of all of the individual officer and director defendants.

Summary Judgment Granted for Managed Care Company

In connection with a managed care company's (our client) 2005 acquisition of another managed care company, our client terminated the employment of the CFO of the acquired company. The CFO claimed that by virtue of the language of his employment agreement, he was entitled to multiple severance payments under two provisions of his contract. Our client believed he was only entitled to a severance pursuant to a “change in control” provision triggered by virtue of the acquisition. Attached to the CFO's complaint was a statement from the acquired company's former CEO and signatory to the employment agreement. He agreed with the CFO's interpretation of the agreement. The CFO asserted that this statement was a binding judicial admission that his position was correct. In August, the court ruled in favor of our client and granted summary judgment. We convinced the court to agree with our client's interpretation of the contract, and to disregard the former CEO’s statement as a non-binding legal conclusion. The judgment saved our client more than $5 million in disputed payments.

Bonds Issued to Save Hockey Team

McGuireWoods' Pittsburgh and Baltimore offices recently teamed up to serve as counsel to PNC Capital Markets LLC in connection with the issuance of $313,265,000 of tax-exempt and taxable bonds by the Sport & Exhibition Authority of Pittsburgh and Allegheny County. The bonds were issued to finance the development and construction of a new 18,000-seat arena in downtown Pittsburgh for the NHL's Pittsburgh Penguins. The completion of this financing was an important component to keeping the Penguins in Pittsburgh. The bonds will be backed by lease revenues from the Penguins and various Commonwealth of Pennsylvania revenue sources.

Florida Rock Industries Represented in $4.6 billion Merger

McGuireWoods represented Florida Rock Industries, one of the country's largest producers of construction aggregates and a major supplier of concrete and cement in the southeastern and mid-Atlantic states, in its $4.6 billion merger with Vulcan Materials Company. The deal, which closed in November 2007, created a combined company with over $4.3 billion in annual revenues and more than 11,500 employees conducting operations in 21 states, Mexico and the Bahamas.

McGuireWoods Assists Rubicon Technology with Initial Public Offering

McGuireWoods recently handled the legal aspects of the initial public offering for Rubicon Technology, Inc., a vertically integrated manufacturer of high quality sapphire substrates and optical windows that are used in Light Emitting Diodes (LEDs) and other electronic and optical applications. The stock (NASDAQ:RBCN) began trading Friday Nov. 16, 2007, after being priced by the underwriters at the top end of the estimated range of $12-14. It finished the day at $17.50 per share, up 25%. At times during the day, it traded at more than $19. The IPO raised approximately $91 million. McGuireWoods attorneys and legal professionals involved included Scott L. Glickson, Rachel Williams Mantz, Zachariah B. Miller, James C. Williams, Sarah J. Schwartz, Adam A. Grove, Steven M. Evans, Karen J. Gubitz, Erin K. Hochstatter (all Chicago); David N. Oakey, Meredith W. Sanderlin, and Katherine K. DeLuca (all Richmond).

Case Dismissal Secured Before Trial for Major Consumer Chemical Products Maker

McGuireWoods represented S.C. Johnson & Son, Inc., one of the world's largest makers of consumer chemical products, when the company was sued by a woman who suggested in a 1999 letter to the company, that similar to baby wipes, it could create a cleaning cloth product using Windex and Pledge. She alleged the company stole her idea for Windex Wipes. The company rejected the concept in another letter that stated their own researchers had already developed the idea. The case was dismissed before going to trial.

McGuireWoods Goes Before U.S. Court of Appeals for Nation's Third Largest Drug Store Chain

McGuireWoods won before the U.S. Court of Appeals for the 11th Circuit in favor of Rite Aid, the nation's No. 3 drugstore chain. A former Rite Aid employee filed a lawsuit alleging race discrimination, defamation and battery. The employee filed the first action in state court, but Rite Aid removed to federal court. In the first action, the court granted summary judgment with regard to federal claims, and adopting the magistrate's report and recommendation, declined to exercise jurisdiction over state law claims—dismissing state law claims without prejudice. The employee re-filed defamation and battery claims in state court, but Rite Aid again removed to federal court. The employee argued that district court should have remanded the second action to state court, because Rite Aid failed to object to the magistrate's recommendation in the first action that district court declined to exercise jurisdiction over the state law claims. Rite Aid prevailed on the removal issue, and summary judgment was also affirmed for the defamation and battery claims.

McGuireWoods Secures 9th Circuit Court Ruling:
League of Residential Neighborhood Advocates v. the City of Los Angeles

McGuireWoods represented a group of residents in this case when a federal appeals court overturned a lower court’s decision that had permitted an Orthodox Jewish congregation to operate a synagogue in the Los Angeles neighborhood of Hancock Park, pursuant to a settlement agreement entered into between the city and the congregation.

The 9th Circuit Court of Appeals’ opinion, released Aug. 21, ruled the settlement agreement is invalid and unenforceable under state law, and that the district court had improperly dismissed the residents' challenges to that agreement. The court held that the city could not legally approve a settlement agreement that “authorized the city to disregard its own zoning ordinances” when there was no finding that a federal law had been or would be violated.

See the full press release.

Summary Judgment Obtained for Ford Motor Company in Wrongful Death Case

McGuireWoods obtained summary judgment for Ford Motor Company in a wrongful death case just days before a jury trial was to begin in Alabama. The case arose out of a multi-vehicle highway crash and subsequent fire. The court ruled that the plaintiff, who had previously recovered against another party involved in the accident, was judicially estopped from making a claim against Ford, based on a theory of fire causation that contrasted with expert testimony in the prior case.

Hooker Furniture Represented in Acquisition of Assets of La-Z-Boy Subsidiary

McGuireWoods represented Hooker Furniture Corporation in the acquisition of the assets of Sam Moore Furniture Industries, a subsidiary of La-Z-Boy Corporation. Hooker Furniture is ranked among the top 10 largest publicly traded furniture producers based on shipments to U.S. retailers. La-Z-Boy is one of the world’s leading residential furniture producers, marketing furniture for every room of the home and office, as well as for the hospitality, health care and assisted-living industries.

Significant Ruling Secured for World Leader in Handheld Computing

Palm, Inc. secured a significant victory in its patent dispute with NTP, Inc., a Virginia-based patent holding company. On March 23, 2007, a U.S. District Court judge in Richmond, Va., granted Palm's motion to stay NTP's patent infringement lawsuit against Palm, pending the conclusion of patent office reexamination proceedings, and all subsequent appeals. This is the first time a judge in the Eastern District of Virginia's "rocket docket" has completely stayed a patent suit pending reexamination proceedings. McGuireWoods is co-counsel to Palm in the matter.

Ford Motor Company Successfully Defended

McGuireWoods successfully defended Ford Motor Company in the matter of Raymond E. Yancy, et. al. v. Ford Motor Company, pending in the State Court of Adams County, Miss. Following a three-and-a-half week trial, a Natchez, Miss. jury found in favor of Ford on all counts. The case arose from an car wreck occurring the morning of Jan. 15, 2002. At that time, plaintiff's decedent was operating a 1988 Ford Bronco on a rural highway when he lost control and left the roadway, crashing into an earthen berm and overturning. A post-collision fire ensued in the Bronco, and the driver died at the scene.

Plaintiff's attorneys claimed that the Bronco in question suffered from defects in its fuel system design, welding, body construction and door design—alleging that these defects caused the fire and the driver's inability to escape the vehicle after the crash. Nearly $5 million was sought in compensatory damages, as well as a punitive damage award, on behalf of the family. Ford's evidence demonstrated that the wreck was the result of negligent driving, and that the Bronco and all of its operating systems were properly and carefully designed. The jury deliberated for ten hours before delivering its verdict for Ford.

$58 Million Verdict in Patent Case for Verizon

McGuireWoods recently represented Verizon Communications, Inc. in a major victory over Internet phone provider Vonage Holdings Corp. On March 8, 2007, an Alexandria U.S. District Court jury found that Vonage had infringed upon three Verizon patents, and awarded Verizon $58 million. Verizon’s motion to permanently enjoin Vonage from using the patented technology was granted March 23. The patents involved technology that allows Voice over Internet Protocol callers to make calls using traditional phones; allows custom calling features such as call forwarding; and supports phone calls on Wi-Fi networks.

Non-suit Obtained in Favor of Largest Global Specialty Retailer of Nutritional Supplements

McGuireWoods was successful in obtaining a non-suit in favor of General Nutrition Corporation in a defamation case brought against GNC and nine of its officers and directors by GNC's former senior vice president of loss prevention. The plaintiff was terminated from GNC, following a corporate investigation into allegations that he set up a kickback scheme with a security vendor who provided services to GNC. Following six days of testimony before a jury in Allegheny County, Judge Robert Horgos granted the defendants' motion for non-suit and dismissed the case against all defendants, with prejudice. This result comes after more than four years of intense litigation.

McGuireWoods Advises One of Nation's First Supermarket Chains in Connection with $1.3 Billion Acquisition

McGuireWoods advised The Great Atlantic & Pacific Tea Company, Inc. (A&P) as Maryland corporate and local counsel in connection with its $1.3 billion acquisition of Pathmark. We also represented the independent directors of A&P in negotiations with its controlling stockholder to implement certain corporate governance changes in anticipation of the controlling stockholder's stake falling below 50% in the merger. The combined company will be a 550-store retail grocery chain with a combined market capitalization in excess of $11 billion.

McGuireWoods Negotiates Sale/Leaseback Package for World’s Leading Cereal Producer

McGuireWoods successfully negotiated a sale/leaseback economic incentives package on behalf of Kellogg's that facilitates $35 million in new investments in the company's Georgia operations.

McGuireWoods Closes Deal for Manufacturer of New Coffee-based Soft Drink

McGuireWoods represented Easton Capital Partners, a group that manages approximately $200 million on behalf of a number of significant institutional investors, in conjunction with its Series A preferred round of investment for JavaPop, Inc. JavaPop manufactures a lightly carbonated, coffee-based, soft drink that will be nationally distributed.

McGuireWoods Handles $40 Million Acquisition on Behalf of World's Leading Supplier to Heavy-duty Transportation Industry

McGuireWoods closed the acquisition of the trailer axle division of Dana Corporation on behalf of Hendrickson International, the world's leading supplier of truck, tractor, and trailer air suspensions, auxiliary lift axle systems, steel leaf springs, and bumpers for the heavy-duty transportation industry. Prior to adjustment, the base purchase price was approximately $40 million.

McGuireWoods Represents Buyer in Purchase of Shoney's Restaurant Chain Operations

McGuireWoods recently represented Shoney's North America Corp in the company's acquisition of all franchisor operations of the Shoney's restaurant chain, and represented Shoney's USA LLC in its acquisition of all company-owned stores from Shoney's LLC.

McGuireWoods Handles $113.5 Million Revenue Bond Closing as Part of $1.4 Billion Finance Plan

McGuireWoods was recently involved in the closing of $113.5 million Baltimore County, Md., Revenue Bonds (Catholic Health Initiatives) Series 2006A, for which we served as bond counsel. These were fixed-rate bonds and part of an overall finance plan of Catholic Health Initiatives, which also included the concurrent issuance of bonds in Colorado, Ohio, Maryland and Washington, in a total principal amount of approximately $1.4 billion in order to finance and refinance capital expenditures at Catholic Health Initiatives and its affiliates' facilities in Arkansas, Colorado, Iowa, Ohio, Maryland, Missouri, Nebraska and Washington.

McGuireWoods Obtains Victory for Ford Motor Company

McGuireWoods successfully represented Ford Motor Company in Jones v. Ford Motor Company in the U.S. Court of Appeals for the 4th Circuit. On October 27, 2006, the court affirmed the judgment of the federal district court that had ruled in favor of Ford in 2002. The case, which has now been successfully tried to defense verdicts twice, involves a claim of "sudden acceleration" of a Lincoln Town Car that resulted in an elderly driver's paralyzing injury.

McGuireWoods Represents Pharmacy in Sale to One of World's Largest Pharmaceutical Services Companies

McGuireWoods represented IgG America, a national pharmacy specializing solely in immunoglobulin services, in the company's sale to AmerisourceBergen, one of the world's largest pharmaceutical services companies servicing pharmaceutical manufacturers and health care providers in the pharmaceutical supply channel. AmerisourceBergen's services range from pharmacy automation and pharmaceutical packaging to pharmacy services for skilled nursing and assisted living facilities, reimbursement and pharmaceutical consulting services, and physician education. The transaction was valued at $40 million plus earn out of up to $8.5 million.

McGuireWoods Handles Client's Benefits, Executive Compensation and Labor Matters in $1,040,000,000 Sale

McGuireWoods represented a client for benefits, executive compensation and labor matters in the sale of a division to a private equity fund for $1,040,000,000. The team also negotiated a transition services agreement for the client to provide services to the seller for 18 months, since the buyer did not have a corporate staff to handle the day-to-day operations of the division it purchased.

McGuireWoods Obtains Environmental Impact Waivers for Largest Mosque in Washington

McGuireWoods successfully represented The Ahmadiyya Movement in Islam by obtaining approval of certain environmental impact waivers from Montgomery County, Md., for a major expansion of the Bait-Ur Rehman Grand Mosque, the largest mosque in the metropolitan Washington area, which is located in a special environmental watershed protection area.

McGuireWoods Obtains Unprecedented Relief for Maryland Lutheran Church Expansion

McGuireWoods successfully represented The Evangelical Lutheran Church of the Redeemer, one of the largest Lutheran congregations in suburban Maryland, by obtaining unprecedented relief under the Damascus Area Master Plan for Montgomery County, Md., to permit a major expansion of the church's facilities. Through this effort, the county and the Maryland-National Capital Park and Planning Commission agreed to the future granting of several extraordinary environmental impact waivers for a large expansion of the church's facilities into an environmentally sensitive area, which had been previously denied, and to construct and maintain a public parking lot on an adjacent property for church use.

McGuireWoods' Client Media General Closes $300 Million Term Loan Agreement

Our client Media General successfully closed a $300 million term loan agreement transaction in August 2006. We represented the company in connection with the negotiation and closing under the agreement. The five-year loan was used to repay $200 million in 6.25% notes that came due Sept. 1. The balance was used to pay down a portion of the amounts borrowed under Media General's revolving credit facility in connection with its acquisition of four NBC TV stations from NBC Universal in late June 2006. The administrative agent for the term loan is Bank of Tokyo - Mitsubishi UFJ (BTMU). The co-lead arrangers and joint bookrunners were BTMU and SunTrust Capital Markets, Inc.

McGuireWoods Obtains Favorable Ruling on Behalf of Bankruptcy Estate Trustee

McGuireWoods obtained a favorable ruling on behalf of the trustee of the bankruptcy estate of Allegheny Health Education and Research Foundation (AHERF) from the U.S. District Court for the Western District of Pennsylvania. McGuireWoods tried this interpleader action to the bankruptcy court in 2004, and obtained a verdict awarding approximately $550,000 of an approximately $820,000 fund to the estate. The remainder was awarded to the West Penn Allegheny Health System. West Penn appealed to the district court, which issued its opinion on August 23. On appeal, West Penn asserted it was entitled to the entire fund of $820,00. The district court affirmed the award of $550,000 to AHERF, but reversed in part the award of the remaining $270,000 to West Penn. Considering the complex question of insurance, equitable subrogation and bankruptcy law, the district awarded an additional $140,000 to AHERF on appeal, bringing the estate's total recovery in this matter to $690,000 out of an interpled fund of $820,000.

McGuireWoods Assists Private Equity Investment Firm with Multimillion-dollar Transaction

McGuireWoods assisted Falfurrias Capital Partners, a Charlotte-based private equity investment firm that acquires or invests in lower, middle-market businesses, by helping it create a private equity fund in a transaction valued at several million dollars. Falfurrias makes private equity investments in a diverse portfolio of companies operating in the southern United States.

McGuireWoods Represents National Wind Energy Development Company in $98 Million Sale

McGuireWoods represented Greenlight Energy, Inc., a national wind energy development company headquartered in Charlottesville, Va., in its sale to BP Alternative Energy of North America for $98 million. Greenlight, founded in 2001, has a portfolio of wind projects in 15 states around the country.

McGuireWoods Represents Baltimore Developer in Acquisition of Inner Harbor Undeveloped Properties

McGuireWoods represented Baltimore developer Ronald Lipscomb and Doracon Development LLC in the acquisition of one of the few remaining undeveloped properties in the Inner Harbor area of Baltimore. Doracon and its joint venture partner, New York-based UrbanAmerica, acquired the parcel for $27,500,000. The joint venture plans to construct a mixed-use high-rise that will include condominiums, retail, parking and a signature hotel. McGuireWoods handled several financial and real estate transactions in connection with the land settlement.

McGuireWoods Assists Private Company with Acquiring One of the World's Leading Manufacturers of Water Treatment Systems

McGuireWoods assisted Axel Johnson Inc., the North American operating arm of the Sweden-based Axel Johnson Group, in the acquisition of Kinetico Incorporated, one of the world’s leading manufacturers of residential, commercial, industrial and municipal water treatment systems. Axel Johnson is a private company with interests in the energy and environmental sectors. Kinetico will become part of the company’s AxWater Group, where it joins Parkson Corporation, a leading supplier of water and wastewater treatment systems for municipal and industrial applications.

McGuireWoods Helps Illinois Health Center Gain Approval for New $2 Million Recovery Care Center

McGuireWoods successfully represented St. James Hospital and Health Centers in obtaining approval from the Illinois Health Facilities Planning Board to establish a $2 million recovery care center in Mokena, Ill. The center is one of five delivery models authorized for a demonstration project under the Illinois Alternative Health Care Delivery Act. St. James Hospital and Health Centers will operate the recovery care center for overnight stays as a complement to the ambulatory surgery center on the same campus.

McGuireWoods Settles $1.4 Million California Landslide Case

McGuireWoods successfully settled a landslide case for a client whose property is in Malibu, Calif. The landslide occurred in January 2005, and we negotiated an expedited settlement valued at approximately $1.4 million. This settlement will enable our client and his neighbors to stabilize his property and fix the damage. We also assisted the client with retaining geotechnical engineers and grading contractors to implement the repair. We interfaced with Malibu officials and the California Coastal Commission in obtaining permits for the repair activities.

McGuireWoods Represents Ambulance Service Provider in $30 Million Transaction

McGuireWoods represented AmbTran Group, Ltd., an ambulance service provider, in the negotiation of a credit facility and a dividend recapitalization of its family of companies. The transaction was valued at $30 million.

McGuireWoods Closes $300 Million in Bonds for World's Busiest Passenger Airport

McGuireWoods served as counsel to Goldman Sachs and closed more than $300 million in bonds for the Hartsfield-Jackson Atlanta International Airport. The bonds will be used to construct a car rental facility and an automated people mover for the airport.

McGuireWoods Files $500 Million Public/Private Transportation Proposal for Atlanta Toll Lane Creation

McGuireWoods has formed a team that filed a $500 million public/private transportation proposal to develop and manage the transaction creating truck-only toll lanes on a portion of Atlanta's perimeter highway I-285. The proposal is being reviewed according to Georgia's PPTA statute, by the Georgia Department of Transportation.

McGuireWoods Secures Approval for Certificate of Need to Allow for Building of $310 Million Hospital

McGuireWoods obtained a significant victory for Sherman Hospital in securing approval for a certificate of need, which will allow the building of a new $310 million hospital. This is the largest certificate of need McGuireWoods has obtained for a nonprofit health care client. McGuireWoods has also been retained in connection with the $175 million tax-exempt bond financing associated with the project.

McGuireWoods Represents One of Pittsburgh's Largest Financial Institutions in $16 Million Transaction

McGuireWoods represented AVB, the Pittsburgh region's 20th largest financial institution as ranked by deposits, in the acquisition of RSV, the parent of Mt. Troy Bank. The deal, which is expected to close in the second quarter of 2006, pending approval of regulators and RSV shareholders, is valued at $16 million.

McGuireWoods Leads Sale of Distributed Power Generation Facilities Designer/Builder/Operator to Private Energy Industry Equity Firm

McGuireWoods represented Ingenco, a company that designs, builds and operates distributed power generation facilities, including traditional oil- and gas-fired peaking facilities, industrial cogeneration facilities and landfill gas-fired (LFG) renewable energy (LFGE) facilities, in its sale to First Reserve, a private equity firm that specializes in the energy industry. McGuireWoods led the transactional aspects of the deal, handled the complicated tax structuring issues involved in the transaction, as well as the regulatory issues including FERC approval. The value of the transaction, which closed April 30, 2006, was not disclosed.

McGuireWoods Obtains Significant Appellate Victory for Smithfield Packing in Malicious Prosecution Case

McGuireWoods won a significant appellate victory for Smithfield Packing Company in a malicious prosecution case. After being tried and acquitted on the charge that he had stolen two cases of ham from Smithfield's Landover, Md., plant, plaintiff/appellee, a former truck driver for Smithfield Packing, filed a civil suit claiming that Smithfield Packing had brought criminal charges against him without probable cause and with malice. After the trial, the jury returned a verdict in favor of the plaintiff, awarding more than $500,000 in compensatory damages and $1 million in punitive damages. The Court of Special Appeals of Maryland reversed and entered final judgment for Smithfield Packing, after agreeing with Smithfield Packing that the company, as a matter of law, had probable cause to believe that the plaintiff/appellee had committed larceny when Smithfield Packing provided information to the police.

McGuireWoods Wins Significant Matter for Health Care Plans' Clients

McGuireWoods won a significant matter for two health care plans that are parties to a long-term participating hospital agreement with Provena Hospitals, whereby Provena provides health care services to the two plans' members. On May 1, Provena declared that one of the plans was in breach of the agreement and attempted to immediately terminate it, completely ignoring the termination procedures. Provena then engaged in an extensive media campaign to inform the insured and the public that the agreement had been terminated, causing concern among those insured by the two plans about whether services would be treated as "in-network." On May 18, a few days after the clients first contacted McGuireWoods for assistance in this matter, the team filed a motion for injunctive relief in on behalf of the two plans, requesting that the judge prohibit Provena from illegally terminating the agreement until the parties could arbitrate their disputes. On May 22, a hearing was held on the motion for injunctive relief, and Judge Jeffrey Ford granted the motion, issuing an injunction prohibiting Provena from terminating the agreement and from indicating to the public that it has been terminated, requiring Provena to continue providing medical services to members and beneficiaries of one of the plans' health plans pursuant to the agreement, and also requiring Provena to send out corrective notifications indicating that the agreement is still in effect.

McGuireWoods Secures $2 Million Jury Verdict in Case for Rights to Patented Dietary Program

McGuireWoods recently secured a $2 million jury verdict for Healthy Life Marketing in San Diego, Calif. The jury found that the defendants fraudulently induced Healthy Life to contract, and further found that the corporate defendant breached its contract to give our client exclusive marketing rights to a patented dietary program. The jury award included substantial punitive damages against the defendant corporation and its sole shareholder. The court directed a verdict in favor of our client on the defendants' counterclaims.

McGuireWoods Defends Consumer Class Action Case Against Largest Independent Title Insurance Agency in Illinois

McGuireWoods successfully defended a consumer class action case against the largest independent title insurance agency in Illinois. Our client was alleged to have overcharged fees for recording documents with county recorders of deeds. Our client successfully obtained dismissal of federal claims under the Real Estate Settlement and Procedures Act, state law claims under the Illinois Consumer Fraud Act, and common law fraud and breach of fiduciary duty that allowed for either treble damages, punitive damages or attorneys' fees. These dismissals substantially reduced the value of the case. The parties agreed to a very favorable settlement on a class basis for our client.

McGuireWoods Confirms Reorganization Plans in Two New York Bankruptcy Cases

McGuireWoods recently confirmed a plan of reorganization in the Mid-State Raceway, Inc. and Mid-State Development Corp. bankruptcy cases, which were pending in the Northern District of New York. The plan transferred control of Mid-State, via stock purchase, to our clients Vernon Downs Acquisition, LLC and Jeffrey Gural. Mid-State is a horse racing track located in Vernon, N.Y., and is seeking authority from New York State to install gaming machines at its track. The plan went into effect May 1. Those cases had two other competing plans of reorganization pending until the beginning of the confirmation hearing on the plans. Bankruptcy cases with competing plans are likely to be more prevalent due to recent amendments to the bankruptcy code. These amendments will likely put pressure on debtors to propose and confirm plans quickly, and give creditors and acquirers much greater ability to file competing plans.

McGuireWoods Represents Clients in the Sale of a Co-controlling Stake in One of the Largest Private Multifamily Development and Operating Companies in the Country

McGuireWoods represented Simpson Housing Limited Partnership (SHLP) and its major investor, MWT Holdings, LLC (an affiliate of the State of Michigan Retirement Systems), in the approximately $1 billion sale of 48.2% interest in SHLP to the Alaska Permanent Fund Corporation (APFC). In conjunction with the sale, SHLP was reorganized and non-institutional investors were redeemed in transactions aggregating approximately $80 million. McGuireWoods is currently dealing with the related purchase of interest of one of SHLP's joint venture partners in a portfolio valued at more than $400 million.

McGuireWoods Obtains Dismissal of Former Virginia Governor in Civil Rights Action

McGuireWoods recently obtained the dismissal of former Virginia Gov. Mark Warner in a civil rights action filed in the U.S. District Court for the Central District of California. After submitting a motion to dismiss Gov. Warner, on the grounds of immunity and the Rooker-Feldman Doctrine, among others, counsel for plaintiff agreed to stipulate to his dismissal from the lawsuit rather than oppose the motion. The motion to dismiss also sought dismissal or transfer of the same action against J. Robert Stump, former chief judge of the 13th Judicial Circuit Court of Virginia. The court granted the motion to transfer, and ordered the case transferred to the Western District of Virginia, among other grounds, on forum non conveniens. The same action was previously filed and dismissed in the Western District of Virginia, which should serve as res judicata upon transfer.

McGuireWoods Wins Pension Case for Fortune 100 Company

McGuireWoods won an important pension case for a Fortune 100 company against a class of former employees and their unions who claimed entitlement to special "shutdown pensions." Our client sold one of its plants to a company that filed for bankruptcy two years after the sale and closed the plant. Pursuant to the claims appeal procedures of the collectively bargained pension plan, claims were decided by an Appeals Board chaired by a neutral arbitrator. Following a hearing before the Appeals Board and extensive briefs, the neutral chairman entered a lengthy opinion and award in favor of our client. The Appeals Board majority agreed with McGuireWoods that a "shutdown" had not occurred at the time of the sale under the terms of the pension plan, and that the subsequent bankruptcy of the purchaser did not create an entitlement to shutdown pensions under the client's pension plan. The Appeals Board also rejected the unions' argument that ERISA's "anti-cutback rule" entitled the former employees to shutdown pensions under the pension plan.

McGuireWoods Assists Fortune 100 Company with Restructuring that Resulted in Reallocation of Over $700 Million of Assets

McGuireWoods assisted a Fortune 100 company with a restructuring of the investment portfolio of the company's defined benefit pension plan. The restructuring resulted in a reallocation of more than $700 million of the plan's assets to a set of new investment managers. We advised the plan's fiduciaries with regard to selecting the new managers and structuring the investments, and with reviewing and negotiating the investment management agreements and related documents. McGuireWoods serves as regular outside counsel to the plan's fiduciary committees.

McGuireWoods Helps City of Portsmouth with $3 Million Settlement

McGuireWoods reached an overall settlement for the City of Portsmouth with various companies and insurers related to the collapsed roof structure at the city's Harbor Center Performing Arts Center. The city will receive $3 million, which will cover replacing the roof, as well as business losses and litigation expenses. The lawyers involved in the case were credited with the win, and the client called them "first-rate lawyers."

McGuireWoods Represents Client in Acquisition of Dialysis Facilities Valued at $510 Million

McGuireWoods represented DSI Holding Company and CentrePartners, a private equity fund, in the acquisition of 97 dialysis programs from Fresenius Medical Care. Another 12 programs will be transferred upon receipt of Illinois regulatory approval. The total purchase price for all 109 dialysis programs is approximately $510 million. These dialysis facilities were divested as part of an agreement with the Federal Trade Commission in order to obtain the approval of the merger of Fresenius Medical Care with Renal Care Group.

McGuireWoods Successfully Defends Virginia School Board in Racial Discrimination Suit

McGuireWoods successfully defended a Virginia school board in a Department of Justice investigation into alleged racial discriminatory hiring practices and procedures by the school system. After multiple days of witness interviews and months of investigation and supplemental information requests, the department reversed its earlier inclination and determined that it would not file suit on behalf of the charging party.

McGuireWoods is Victorious in Eminent Domain Case

McGuireWoods recently achieved a major victory for the Rand Road Mobile Home Community in Des Plaines, Ill. We were retained by the owner of the mobile home community, when the City of Des Plaines announced plans to create an economic redevelopment area that would have included the community. The City had plans to attract new development to the area, then use eminent domain to force the 220 residents of the community from their homes. In the context of the national media spotlight on abuse of eminent domain powers, we were successful in placing numerous positive stories in the media including two editorials in favor of the client. After two contentious months, the Des Plaines City Council voted unanimously to remove the threat of eminent domain from the mobile home community.

McGuireWoods Represents Dominion in $970 Million Transaction

McGuireWoods represented Dominion in a transaction to sell its natural gas local distribution utilities in Pennsylvania and West Virginia to Equitable Resources for about $970 million. Under the agreement, which was entered into following a competitive auction process, Dominion will sell Dominion Peoples, which serves about 357,000 homes and businesses in Pennsylvania from its headquarters in Pittsburgh, and Dominion Hope, which serves 116,500 homes and businesses in West Virginia from its headquarters in Clarksburg, W.Va. (Together the two utilities serve less than 12 % of Dominion's 4 million electric and natural gas local distribution customers in the mid-Atlantic and Midwest. Dominion will continue to be an active member of the Pennsylvania and West Virginia communities through other businesses it operates in those states.) The agreement is subject to regulatory approvals in Pennsylvania and West Virginia, as well as approval under the federal Hart-Scott-Rodino Act.

McGuireWoods Obtains Summary Judgment for School Board in First Amendment Lawsuit

McGuireWoods recently obtained summary judgment for York County School Board (York County, Virginia) and several of its members and school administrators in a well publicized First Amendment lawsuit. The matter involved a teacher who alleged violations of his religious and equal protection rights. The school removed certain items from the teacher's classroom walls after receiving a complaint about the materials based on religious content. In a 34-page opinion, the court granted our clients' motion for summary judgment and denied the plaintiff's cross-motion, agreeing that the plaintiff's First Amendment rights were not violated, as the materials were curricular in nature and not of true public concern, and finding that the school had the right to control its content.

McGuireWoods Represents Dominion Resources in Connection with $1.9 Billion Financing Facility

McGuireWoods represented Dominion Resources, Inc. and its subsidiary, Consolidated Natural Gas Company, in connection with a syndicated revolver and letter of credit facility for $1.9 billion. Wachovia Bank and JPMorgan Chase Bank were the lead banks, represented by Simpson Thacher. The transaction closed Jan. 11.

McGuireWoods Represents Client in Transaction Making it One of the Largest Technology Solutions Providers Focused on Networking Solutions in the United States

McGuireWoods represented Calence, Inc., and closed a business combination transaction with Avnet, Inc., pursuant to which Calence contributed its entire business, and Avnet spun off its Avnet Enterprise Solutions business to a new entity, Calence, LLC. Calence, LLC is now one of the largest technology solutions providers in the United States focused solely on networking solutions, with approximately 400 networking professionals and annual revenues of approximately $300 million. The management team of Calence, Inc. will remain in place as the management team of Calence, LLC.

McGuireWoods Represents ABN AMRO in $1.08 Billion Synthetic Lease of Railcars

McGuireWoods represented ABN AMRO Bank N.V. in a $1.08 billion synthetic lease of railcars to Railcar Investment LLC, an affiliate of Wachovia Bank. The transaction closed in December 2005.

McGuireWoods Assists a Leading Auto Parts Manufacturer with Transferring Defined Contribution Plans

McGuireWoods assisted a leading auto parts manufacturer (client) in transferring its defined contribution plans from Putnam/Mercer to T. Rowe Price. Over the past year since the client selected T. Rowe Price as its provider, 13 contracts were negotiated, including an Administrative Services Agreement, five Trust Agreements, a number of Investment Management Agreements, along with several agreements with Putnam/Mercer to transfer the assets and records of all the plans. The plans had more than 10,000 participants with approximately $800 million in assets. All tasks were completed and effective December 30, 2005, the last business day. Participants had access to their new accounts January 3, 2006.

McGuireWoods Represents Allen-Vanguard in its Agreement with Lockheed Martin to Design, Manufacture and Supply Devices to Neutralize Roadside Bombs

McGuireWoods successfully represented Allen-Vanguard Corporation, a recognized leader in electronic counter measures (ECM) technology including the jamming of roadside bombs, in negotiations resulting in a technology license and supply agreement with Lockheed Martin. LM is a leader in technology, engineering, integration, packaging, production and support for defense related products, systems and activities throughout the world. Under the terms of this seven-year agreement, LM and Allen-Vanguard will design, manufacture and supply devices to neutralize roadside bombs. This technology will improve the safety of military and civilian personnel.

McGuireWoods Wins Double Summary Judgment for Leading Developer/Operator of Recycling Systems

McGuireWoods recently won a double summary judgment for a manufacturer of automated systems for processing recyclable beverage containers (purchaser). In 2001, the purchaser bought a beverage container recycling company (seller), agreeing to pay for it with depositary receipts (DRs) on stock of the purchaser's Dutch parent. When technical difficulties delayed delivery of the DRs, and the stock price fell, the seller sought rescission of the sale and damages equal to nearly four times the agreed purchase price.

The purchaser counterclaimed for conversion by the seller of the funds in a bank account of the business it sold to the purchaser. The Southern District of New York granted the purchaser's motion for summary judgment dismissing the seller's claim for rescission, and granted the purchaser's motion for partial summary judgment of liability on its claim against the seller for conversion of the bank funds. A trial will be held solely to determine the amount of damages the purchaser is entitled to collect from the seller.

McGuireWoods Handles Legal Aspects of Super Bowl XL Advertising for Major Advertising Agency

On behalf of a major advertising agency, McGuireWoods handled legal and rights clearances for two ads that aired during Super Bowl XL. Work began in September 2005, with script and storyboard approval for a number of preliminary concepts, and continued for four months with extensive negotiations with network executives and a number of rights-holders, including record labels, music publishers, and clearance agencies. McGuireWoods was also responsible for clearing the collateral advertising and public relations executions promoting the commercials. This is the third year McGuireWoods has represented the agency on this account, and the second time we have been responsible for its Super Bowl advertising.

McGuireWoods Defends Major U.S. Organic Food Distributor

McGuireWoods successfully defended a national company against a recommendation by the IRS that the company's retirement plan be stripped of its qualified tax status. The matter was eventually settled for a nominal sanction. McGuireWoods then successfully negotiated a compromise with the company's fiduciary insurer under which the insurer conceded that legal defense costs were covered as "fiduciary losses" under the terms of the policy.

McGuireWoods Wins Appellate Victory in Negligence Case

McGuireWoods won a significant appellate victory for Blue Ridge Service Corporation of Virginia in a negligence case. Plaintiff Saxon Shoes alleged that Blue Ridge’s cleaning crew caused a fire that destroyed most of the Richmond store. After trial, the jury returned a verdict of more than $5 million in damages for Saxon Shoes. The Supreme Court of Virginia reversed and entered final judgment for Blue Ridge, after agreeing with Blue Ridge that there was no factual basis for plaintiff’s expert opinion on fire causation, and that Saxon Shoes had presented no evidence on either breach of duty or proximate cause.

McGuireWoods Completes $1 Billion Senior Notes Offering

McGuireWoods represented Virginia Electric and Power Company in a $1 billion offering of Senior Notes (Series A 5.4% Senior Notes due 2016 and Series B 6% Senior Notes) due 2036. The issuance date was January 13, 2006.

McGuireWoods Wins First Taxpayer Sales Tax Victory in Georgia in Recent Years

McGuireWoods recently won a Georgia sales tax case in superior court – the first taxpayer sales tax victory in Georgia in several years. The issue was whether a non-manufacturer could claim the manufacturing machinery exemption for sales tax purposes. The win could generate good refund claim opportunities for other firm clients.

McGuireWoods Completes Automatic Shelf Registration for Client under New SEC Securities Offering Reform Rules

McGuireWoods completed an automatic shelf registration for a Richmond-based client under the SEC's new securities offering reform rules, which went into effect December 1, 2005. This registration takes advantage of the streamlined disclosure provisions and automatic effectiveness upon filing now available to well-known seasoned issuers.

McGuireWoods Represents Largest U.S. Used Car Retailer in $450 Million Public Offering of Asset-Backed Notes

McGuireWoods represented CarMax, Inc. in connection with the structuring and closing of a $450 million registered public offering of term asset-backed notes. This transaction is the latest in a series of such transactions in which CarMax periodically refinances auto loans financed upon origination in its warehouse revolving auto loan securitization facility.

McGuireWoods Completes Automatic Shelf Registration for Client under New SEC Securities Offering Reform Rules

McGuireWoods Represents Developer of Proposed Entertainment Hotel, Convention Center, Residential Units, and 2-Million-Square-Foot Retail, Dining and Entertainment Project

McGuireWoods represented The Peterson Companies, one of the largest privately owned development companies in the Northern Virginia and Maryland regions, in connection with the successful issuance by a Maryland county of $65 million in revenue bonds to finance public roads, water and sewage facilities, and other infrastructure. We worked with the Prince George's County, Maryland, and The Peterson Companies to provide a pledge of a series of county tax revenue streams to provide for the payment of debt service on the bonds. The tax revenue streams will become available as a result of the new development. The developed project will be the site of a 1,500 - 2,000-room entertainment hotel, convention center, residential units, and a mixed-use area, including more than 2 million square feet of retail, dining, and entertainment development. The development features frontage on the Potomac River with views of Washington, D.C., and is expected to be valued at approximately $2 billion when completed.

McGuireWoods Successfully Secures Credit Facilities for Consolidated Natural Gas

McGuireWoods represented Consolidated Natural Gas Company (CNG), a wholly owned subsidiary of Dominion Resources, Inc., in connection with four new credit agreements and the amendment of an existing letter of credit facility in late August 2005 in order to provide an aggregate of $2.0 billion additional liquidity support for CNG. The credit facilities will primarily support margin requirements of CNG's commodity hedging program, including additional letter of credit requirements that may result from continued increases in the prices of oil and natural gas, including increases following Hurricane Katrina.

McGuireWoods Continues String of Victories for a Southern Public Schools System

McGuireWoods won a declaratory relief action on behalf of a major Southern public schools system. Results mean that the system’s school board members will now be elected in the manner anticipated by the legislature in the face of contradictory statutory language. This is the third victory we have captured for the school board. The school system has begun to count on us to handle its high profile litigation matters.

McGuireWoods Represents US Airways in Merger with America West

McGuireWoods recently represented US Airways in its joint plan of reorganization. As part of the plan, US Airways merged with Tempe, Arizona-based America West on September 27, 2005, creating the nation's fifth largest air carrier. The merger will eliminate overlapping management and software, eliminate excess planes, and gain additional passengers from an expanded route system. The airline, which will retain the US Airways name, expects these changes to result in substantial annual cost savings in what is still a very competitive environment.

McGuireWoods Achieves Significant Win for Virginia Tobacco Trust Certification Board

McGuireWoods recently engineered a major win for the Virginia Tobacco Trust Certification Board, Inc. in the North Carolina Supreme Court. The court sided with the national tobacco trust and its trustee in a dispute over $424 million in trust payments withheld by Philip Morris, R.J. Reynolds, and Lorrilard Tobacco Company, following the passage of federal tobacco quota buyout legislation. More than 150,000 tobacco growers and quota holders nationwide will get 2004 trust payments as a result of the win. The case, which had extensive national media coverage, reached the court on an expedited basis, bypassing the Intermediate Court of Appeals for only the fourth time in history.

Trial Victory for Major U.S. Retailer

McGuireWoods won a significant trial for a major national discount retailer in an alleged breach of a radius restriction, and non-retail use restriction commercial lease case, in excess of $25 million plus attorneys' fees. The court entered judgment against our co-defendants for $23 million regarding the radius restriction, and total judgment was granted for the defense on all fees.

Multimillion-Dollar Credit Agreement Closed for International Insurance Holding Company

McGuireWoods closed a $375 million, five-year revolving credit agreement for an international property and casualty insurance holding company.

McGuireWoods Represents Underwriters in Multimillion-Dollar Debt Offering by Leading Publicly Held Casual Dining Restaurant Company

McGuireWoods represented the underwriters in a $300 million debt offering by the leading publicly held casual dining restaurant company. The transaction included $150 million 4.875% senior notes due 2010 (sold at 99.465% of par), and $150 million 6.000% senior notes due 2035 (sold at 98.915% of par).

McGuireWoods Defends One of World's Largest Suppliers of Passive Electronics in $2 Million Breach of Contract Claim

McGuireWoods successfully defended Tyco Electronics Corporation in a $2 million breach of contract claim brought by a designer/manufacturer/marketer of surge suppression solutions. The case was arbitrated for a week in our Chicago office, and the arbitrators awarded the surge suppression manufacturer nothing on its claim.

McGuireWoods Closes $1.75 Billion Credit Facility for Subsidiary of Major U.S. Gas and Electric Energy Holding Company

McGuireWoods recently closed a new $1.75 billion credit facility for Dominion Resources, Inc.'s subsidiary Consolidated Natural Gas Company.

McGuireWoods Represents Software-Based Intelligence Provider in its Sale to Leading Intelligent Infrastructure Services Provider

McGuireWoods represented a leading provider of software-based intelligence regarding network-based security threats and vulnerabilities from hackers, in its sale to the leading provider of intelligent infrastructure services for the Internet and telecommunications networks. The transaction was valued at approximately $40 million in cash.

Disability Discrimination Claim for World’s Largest Forest Products Company Gets Favorable Ruling

McGuireWoods obtained a favorable ruling from the 1st Circuit Court of Appeals for International Paper Company in a disability discrimination claim brought under the Maine Human Rights Act. The jury returned an adverse verdict against International Paper Company, but after the verdict, the trial judge granted McGuireWoods’ Rule 50B motion and rendered a verdict in favor of International Paper. The plaintiff appealed to the 1st Circuit, and after oral argument, the lower court's ruling was affirmed.

McGuireWoods Achieves Significant Victory for Major Food Services Company

McGuireWoods achieved a significant win using a multi-faceted approach for the beef division of the world's largest hog producer and pork processor, against a local Teamsters unit. The matter involved a representation election conducted by the National Labor Relations Board. In a unit of more than 965 eligible voters who narrowly rejected the union just 13 months before (by about 70 votes), 493 voted “no” in favor of our client and against the Teamsters, while 270 voted “yes” in favor of the union. The union filed no objections to the conduct of the election, and the results were certified July 12.

McGuireWoods Assists Client in Negotiations for Proposed Luxury Resort and Spa

McGuireWoods represented the co-founder of an African-American cable television network in the negotiations and agreement to develop a luxury resort and spa complex. The settlement ends three years of debate. The proposed complex will be built on several hundred acres once owned by a former U.S. ambassador to France.

McGuireWoods Helps Resolve Southern School Board Superintendent Issue

McGuireWoods successfully represented the school board of a major Southern city by negotiating the buy-out of the city’s school board superintendent. The superintendent had been given a four-year contract when hired, but nine months later, the board decided to terminate the employment. McGuireWoods urged a negotiated resolution, which was reached, and a popular interim superintendent was named.

Firm Aids Largest U.S. Student Travel Company with Former Executive Non-Compete Agreement

McGuireWoods won a preliminary injunction motion for the largest student travel company in the United States regarding non-compete litigation. An executive vice president for the company was terminated, and attempted to work for a competitive business, disregarding his non-compete agreement with our client. The competitor attempted to pre-empt our client’s non-compete claim by filing a declaratory judgment action to have a court declare the agreement unenforceable. The agreement was written by an out-of-state law firm, and although it complied with that state’s law, it was a much closer call under the law in the first state. The trial court denied the competitor's motion for preliminary injunction after an evidentiary hearing, and a few days later, the competitor entered into a favorable settlement agreement with our client.

McGuireWoods Obtains Summary Judgment for Multimillion-Dollar Steel Products Company

McGuireWoods obtained summary judgment on liability for a multimillion-dollar supply chain manager focused on steel and steel-related products, in a matter where one of its customers cancelled a contract for specialized steel bars. The court held that because the customer cancelled the contract in bad faith solely to curtail losses, it was liable for the inventory that our client maintained to meet its "just in time" production schedule.

McGuireWoods Represents West Coast Private Equity Firms in $25 Million Transaction

McGuireWoods represented two California-based private equity firms in the sale of one of their portfolio companies. The portfolio company was sold for the assumption of all known liabilities and a percentage interest in the parent of the acquirer. The transaction was valued at approximately $25 million.

McGuireWoods Represents SUEZ Energy North America in Sale of 10 U.S. District Heating and Cooling Systems

SUEZ Energy North America, Inc. (formerly Tractebel North America), a business unit of SUEZ Energy International, one of the business divisions of SUEZ (NYSE:SZE), has concluded the sale of 10 District Heating and Cooling Systems (DHCS) to Thermal North America (TNA), a Boston-based private venture focused on investments in DHCS and related investments. As part of the transaction, TNA has acquired the Trigen name and service marks, and will continue as a leading energy company supplying electricity, steam and chilled water to offices, government buildings, hospitals, universities, and public housing complexes.

The facilities (in New Jersey, Maryland, Massachusetts, Pennsylvania, Missouri and Oklahoma) have been operated by Trigen Energy Corporation, an affiliate of SUEZ Energy North America. The sale of these facilities is consistent with the SUEZ business plan calling for the rotation of capital from non-strategic assets into energy assets better integrated with SUEZ Energy North America's retail energy, LNG regasification, and large-scale power generation business units. The sold assets represent a total capacity of 238 MW of electricity generation, 10 million pounds per hour of steam, and 72,800 tons of chilled water.

District heating and cooling helps reduce fossil fuel consumption by facilitating productive use of waste heat from industrial processes, electricity generation, waste incineration or renewable energy sources. District heating and cooling uses these energy sources for heating and cooling over a local area, with the thermal energy transported through a dedicated pipeline system. It provides an effective system for improving efficient energy use and reducing adverse environmental impacts of energy supply and use.

McGuireWoods Represents New York Investor Relations Firm in Multimillion-Dollar Transaction

McGuireWoods represented a New York investor relations firm with offices in London and Tokyo, in the sale of the company to a financial news and information company based in Hong Kong and listed on the Tokyo Stock Exchange, in a multimillion-dollar transaction. The two principals were pleased with the opportunity to liquidate their private company holdings, while continuing to run the business they spent 20 years developing.

Favorable Ruling Obtained in Virginia Case of First Impression

Responding to a plaintiff's motion to remand a case to state court, McGuireWoods obtained a favorable ruling in what appears to be a case of first impression in Virginia. We argued that individual managers could not be liable for the tort of wrongful discharge in violation of public policy. A Western District of Virginia judge agreed with our argument, dismissed the individual supervisor from the case, and retained jurisdiction in federal court.

$600 Million Senior Notes Offering Completed

McGuireWoods represented Dominion Resources, Inc., a fully integrated gas and electric energy holding company, in the underwritten public offering of $300 million 2005 Series A 4.75 percent senior notes due 2010 (sold at 99.891 percent of par), and $300 million 2005 Series B 5.95 percent senior notes due 2035 (sold at par).