Closing the book on one of the most challenging years for dealmaking in memory, Irell & Manella LLP’s transactions group turned in a solid performance in 2009, completing $4 billion in transactions.

The firm’s transactions covered mergers & acquisitions, private equity investments and buyouts, securities offerings, tender and exchange offers, as well as debt and equity financings.  Also included were several complex restructurings, workouts and asset sales of companies in bankruptcy.

With an extensive client list, Irell often advised on multiple transactions for the same companies, including prominent names in entertainment, hospitality and gaming, as well as alternative energy, financial services, and manufacturing.

Among the firm’s noteworthy matters was its representation of Lifetime Entertainment in its acquisition by A&E Television Networks, which created an integrated entertainment company reaching 140 countries.

Irell also concluded a string of financial services deals, including advising investment management firm Metropolitan West in its acquisition by the TCW Group.

The firm continued its relationship with hospitality and gaming operator Pinnacle Entertainment, in a series of complex transactions related to Pinnacle’s debt financing.

Here are highlights from Irell’s 2009 transactional scorecard:

Mergers & Acquisitions

• Represented Metropolitan West Asset Management, LLC (with approximately $30 billion of assets under management) in entering into a definitive agreement in December to be acquired by the TCW Group.  Partners Meredith Jackson and Kevin Finch were the principal attorneys involved.
• Represented Lifetime Entertainment Services in its acquisition by A&E Television Networks (terms not disclosed).  The combined company operates 10 domestic television networks, over 20 websites, broadcasts in over 140 countries and has annual revenues of approximately $2.5 billion.  Partners Peter Juzwiak and Rick Wirthlin were the principal attorneys involved.
• Represented Brincko Associates, Inc., a business consulting and restructuring firm, in its acquisition by publicly-held Resources Connection, Inc.  Brincko Associates was acquired together with Los Angeles communications firm Sitrick and Company for an aggregate initial consideration of approximately $44.8 million in cash and stock for both companies.  Partner Kevin McGeehan was the principal attorney involved.
• Represented Chartwell Diversified Services, Inc., a leading national provider of home healthcare services, in a $46 million sale of an infusion therapy business in which Chartwell was a joint venture partner.  Partners Eric Webber and Howard Steinberg were the principal attorneys involved.

Private Equity

• Represented an institutional investment fund in a leveraged buyout of a company that designs, develops and sells personal nail care, skin care products and related accessories globally.  Partners Mitchell Cohen and Rick Wirthlin were the principal attorneys involved.
• Joint representation of institutional investment funds in restructuring of debt and equity interests of a gaming portfolio company.  Partners Mitchell Cohen and Rick Wirthlin were the principal attorneys involved.
• Represented a fund managed by alternative energy private equity investor Angeleno Group in a convertible note investment in eCullet, Inc., a company that separates glass by color in preparation for recycling.  Partner Greg Klein was the principal attorney involved.
• Represented a secured creditor institutional investment fund in bankruptcy filing and restructuring of one of the fund's portfolio companies.  The restructuring led to the purchase by the fund of the debtor's assets in a Section 363 asset sale and confirmation of a reorganization plan.  Partners Mitchell Cohen and Howard Steinberg were the principal attorneys involved.

Debt Finance

• Represented Pinnacle Entertainment, Inc., an NYSE-listed owner, operator and developer of casinos and related hospitality and entertainment facilities, in an amendment to its $531 million senior credit facility.  Partners Kevin McGeehan and Ede Ibekwe were the principal attorneys involved.
• Represented Pinnacle in Rule 144A offering of $450 million aggregate principal amount of 8.625% Senior Notes due 2017.  Partners Ashok Mukhey and Kevin McGeehan were the principal attorneys involved.
• Represented Pinnacle in debt tender offers for $135 million aggregate principal amount of its 8.75% Senior Subordinated Notes due 2013 and $75 million aggregate principal amount of its 8.25% Senior Subordinated Notes due 2012.  Partners Ashok Mukhey, Kevin Finch and Kevin McGeehan were the principal attorneys involved.
• Represented a major owner/operator of nightclubs and other entertainment venues in Las Vegas and elsewhere in a restructuring of substantially all of the debt and equity interests of that company.  Partners Mitchell Cohen and Rick Wirthlin were the principal attorneys involved.
• Represented leading financial advisor Houlihan Lokey Howard & Zukin in rendering a financial opinion in connection with the sale of a 13% subordinated note issued by Atlantic Power Corp. in the initial amount of $400 million, in a cross-border transaction.  Partner Meredith Jackson was the principal attorney involved.
• Represented William Lyon Homes, Inc. in connection with obtaining $206 million of senior secured debt.  Partners Kyle Kawakami and Meredith Jackson were the principal attorneys involved.
• Represented William Lyon Homes, Inc. in connection with the repurchase, through combination of a tender offer and privately negotiated purchases, of approximately $125 million in aggregate principal amount of its senior notes.  Partners Meredith Jackson and Kevin Finch were the principal attorneys involved.
• Represented various homebuilders and real estate development companies on loan restructurings involving loans in excess of $120 million.  Partner Anthony Pierotti was the principal attorney involved.
• Represented Transamerican Auto Parts in a foreclosure transaction involving approximately $66 million of Transamerican’s senior secured debt.  Partners Ede Ibekwe and Meredith Jackson were the principal attorneys involved.
• Represented athletic and footwear manufacturer/retailer Skechers in obtaining a new $250 million credit facility.  Partners Kevin McGeehan and Ede Ibekwe were the principal attorneys involved.
• Represented the Academy of Motion Pictures Arts and Sciences and affiliates with remarketing of $35 million of refunding revenue bonds.  The bonds were issued by the California Infrastructure and Economic Development Bank and remarketed by Shattuck Hammond Partners.  Partner Meredith Jackson was the principal attorney involved.
• Represented Metropolitan West and parent company MWAM Holdings, LLC as co-borrowers in obtaining revolving credit and term loans in a principal amount of up to $25 million.  Partner Meredith Jackson was the principal attorney involved.
• Represented funds managed by Beach Point Capital Management in a multi-party debt workout in anticipation of the initial public offering of an entertainment media company.  Partner Greg Klein was the principal attorney involved.
• Represented an ad hoc committee of bondholders in the restructuring of their debt holdings in advanced robotic massage chair maker Human Touch, LLC.  Partner Greg Klein was the principal attorney involved.

Private Placements

• Represented a major international media company in its investment in Hulu, LLC, a free online video service offering TV shows, movies and other content from its media partners.  Partner Peter Juzwiak was the principal attorney involved.
• Represented a fund managed by Fletcher Asset Management in its acquisition of stock and warrants of Syntroleum Corporation, a publicly-held company that develops gas-to-liquid synthetic fuel.  Partner Tony Iler was the principal attorney involved.
• Represented Evolv, Inc., a provider of call center recruiting and staffing solutions, in a preferred stock financing.  Partner Greg Klein was the principal attorney involved.
• Represented an offshore investment group in connection with the restructuring and expansion of its investment in a U.S. pharmaceuticals company.  Partner Kevin Finch was the principal attorney involved.

Emerging Technologies

• Represented next-generation water purification technology developer NanoH2O, Inc. in a company-critical distribution deal.  Partner Greg Klein was the principal attorney involved.
• Represented NanoH2O, Inc. in a follow-on preferred stock financing.  Partner Greg Klein was the principal attorney involved.