Related Practices
Irell & Manella LLP's Transactions Group completed transactions in 2007 totaling more than $7 billion.
Examples of some of the firm's 2007 transactional engagements include:
- Irell served as counsel to private equity fund U.S. Renewables Group, LLC (USRG) in the formation of two new investment vehicles, a $475 million private equity fund (USRG II) and a geothermal resources investment platform, Oski Energy, LLC. The firm also advised USRG on its minority investment in Pipestem Energy Group, LLC, a developer of midstream infrastructure assets supporting the petroleum agri-feedstock and biofuels industry. Irell handled the private placement of preferred units for U.S. Biodiesel Group II, LLC, a developer of biodiesel production facilities, and it represented both USRG and Rustic Canyon Partners in the formation and capitalization of Fulcrum BioEnergy, Inc., a company designed to convert municipal solid waste into biofuels. The Fulcrum deal included negotiating a first-of-its-kind commercial relationship with a public waste management company.
- Irell continued representation of private equity sector funds co-formed by GFI Energy Ventures LLC and Oaktree Capital Management, assisting in two significant energy company acquisitions. In 2007, Irell represented the fund in its purchase of GoodCents, a developer of energy efficiency programs for North American electric utilities and Turbine Generator Maintenance, a leading service provider to the turbine generator market in the U.S.
- Irell represented Los Angeles-based Angeleno Group, a private equity firm focused on the energy sector, in its investment in a company that separates glass for recycling.
- Irell represented a major international entertainment company in its $350 million acquisition of Club Penguin Entertainment, operator of a popular children’s online interactive community with more than 700,000 subscribers worldwide.
- Irell advised Crescent Entertainment, LLC, a film production investment company formed by private equity investor Clarity Partners L.P., along with Act III Entertainment and Lambert Entertainment, in the restructuring of its investment in Village Roadshow Pictures Group, a film production and financing business, and the merger of Concord Music Group into Village Roadshow Pictures Group.
- Irell secured financing of the Aurora del Sol Hotel and Casino, a luxury hotel and casino project with 25,000 square feet of gaming space in Santo Dominto Este, in the Dominican Republic.
- Irell handled negotiations relating to the issuer's default under $400 million of senior notes of Landry's Restaurants, Inc., resulting an exchange offer for new senior notes.
- Irell advised leading Las Vegas – based entertainment company FDR Management, LLC (which does business under the name Pure Management Group) in its corporate restructuring, as well as in the issuance and sale of secured senior bridge notes, secured senior notes and equity interests to institutional and other third party investors. Irell also represented FDR Management in its negotiations of construction agreements for multiple entertainment venues that recently opened in two of the major hotel-casino resorts on the Las Vegas strip.
- Irell represented Lake at Las Vegas Joint Venture, developer of the 3,600-acre residential and resort development Lake Las Vegas Resort, in its $540 million refinancing of senior secured credit facilities and related matters.
- Irell served as counsel to leading Las Vegas resort and casino owner Wynn Las Vegas in its construction agreements with Tutor Saliba Corp. for the $1.35 billion Encore at Wynn Las Vegas, a 5-star Las Vegas luxury resort tower, expected to open in late 2008. Irell also represented Wynn Las Vegas in the multi-million dollar remodeling of its theater and related spaces for new Broadway shows.
- Irell continued its representation of Pinnacle Entertainment on a number of capital markets and construction transactions. On the financing side, Irell represented Pinnacle in its $368 million follow-on common stock offering, as well as its $385 million high-yield debt offering. The firm represented Pinnacle in crafting construction agreements with McCarthy Building Companies, Inc. for a luxury class gaming and multi-use development in St. Louis, expected to include a 75,000-square-foot casino and 200 deluxe hotel rooms. The firm also represented Pinnacle in negotiation of license and management agreements with the Four Seasons Hotels Limited for a hotel attached to its new facility in St. Louis.
- Irell advised fund affiliates of three institutional investment fund managers, including funds managed by Levine Leichtman Capital Partners, in a complex restructuring of debt financing and equity ownership arrangements with respect to a portfolio company that developed a casino and resort property in Mississippi.
- Irell represented Chartwell Diversified Services, Inc. in the sale of its Texas-based provider of home attendant care services, Chartwell Community Services, Inc., to Jordan Healthcare Holdings, Inc., a leading Texas home health care provider.
- Irell advised Centinela Freeman Holdings in its sale of Centinela Hospital Medical Center to Prime Healthcare Services. Centinela Hospital is a 369-bed hospital in Inglewood, CA and the official hospital of the Los Angeles Dodgers and Lakers, as well as the home of the Tommy Lasorda Heart Institute.
- Irell represented Communications & Power Industries, Inc., a leading provider of microwave products for defense, medical, communications and scientific applications, in its acquisition of Malibu Research Associates, Inc., a designer of advanced antenna systems for radar and communications systems. Irell also represented Communications & Power in the expansion of its senior credit facility and served as counsel to its parent company, CPI International, Inc., in its $58 million tender offer for its floating rate senior notes.
- Irell served as counsel to Pacific Life Insurance Company on various construction and term loans on real estate development projects, including large apartment complexes, premier golf courses and world-class hotels.
- Irell represented Arrow Group Industries, a leading manufacturer and distributor of outdoor structures for residential use, including garden sheds, greenhouses, carports, patio covers, and other home-related products and accessories, in the amendment of its $80 million second lien term loan.
“This past year, as in prior years, we advised on an eclectic range of strategic deals for long-standing clients in gaming, hospitality, entertainment and other sectors, while expanding our work for several areas, such as green technology and health care services,” said Ashok Mukhey, head of Irell’s transactions practice.
The firm was especially active on the private equity front. “Our group has shown that we are well positioned to handle the full spectrum of transactional work, from securities offerings to large-scale mergers and the creation of new investment vehicles. And we take pride in representing well-established industry leaders as well as entrepreneurial companies – this year saw plenty of work in both areas,” Mr. Mukhey added.







