Equity and Debt Transactions

• Company counsel in a $30,000,000 initial public offering of a telecommunications company's common stock.
• Company counsel in a bridge financing, $15,000,000 initial public offering and subsequent private placements of series A and B preferred stock of a software company.
• Company counsel in a $23,000,000 initial public offering of a circuit design company's common stock.
• Company counsel in a $8,000,000 initial public offering of a publishing company's common stock.
• Company counsel in a $19,000,000 initial public offering of a consumer goods company's common stock.
• Company counsel in a $31,000,000 initial public offering of a service company's common stock.
• Company counsel in a $100,000,000 shelf registration of common shares, warrants, notes, preferred shares and units of a REIT and $44,000,000 secondary offering of common shares.
• Company counsel in a $1,597,500,000 Rule 144A/Regulation S offering of fixed rate, variable rate and auction rate bonds issued by a joint venture entity formed by the United States government and a private developer to finance the development of military housing in Hawaii and the related $500,000,000 investment of funds in credit linked derivative securities (transaction was awarded Project Finance Magazine's "Deal of the Year" award for 2005).
• Company counsel in a $157,500,000 Rule 144A/Regulation S offering of fixed rate bonds issued by a joint venture entity formed by the United States government and a private developer to refinance existing debt used to develop military housing in South Carolina.
• Company counsel in a $285,480,000 Rule 144A/Regulation S offering of fixed rate bonds issued by a joint venture entity formed by the United States government and a private developer to finance the development of military housing in North Carolina and New York.
• Company counsel in a $90,000,000 Rule 144A/Regulation S offering of fixed rate bonds issued by a joint venture entity formed by the United States government and a private developer to finance the development of military housing in North Carolina and New York.
• Company counsel in a $275,000,000 Rule 144A offering of a steel manufacturer's senior notes (and related defeasance of outstanding notes), subsidiary guarantees and $75,000,000 senior credit facility (term loan) and subsequent exchange offer and registration relating to Rule 144A senior notes.
• Company counsel in a $350,000,000 Rule 144A offering of a holding company's senior, subsequent exchange offer and registration relating to Rule 144A senior notes and related $650,000,000 acquisition of a metals company.
• Company counsel in a $300,000,000 credit facility for a metals company, including guarantees by international subsidiaries, consisting of a revolving credit facility, a delayed draw term loan facility, a term loan A facility, and term loan B facility.
• Company counsel in a $500,000,000 Rule 144A offering of senior secured notes of a telecommunications company and subsequent exchange offer and registration relating to Rule 144A senior secured notes.
• Company counsel in a $125,000,000 senior subordinated notes and $67,000,000 common stock offering by a telecommunications company.
• Company counsel in a private placement of an entertainment company's preferred stock totaling $30,000,000.
• Company counsel for the reorganization into a holding company of a publicly traded regulated utility.
• Lessor's counsel in a $280,000,000 leveraged lease (including 7 subsequent closings) relating to purchase and leaseback of rail cars.
• Buyer's counsel in a $15,000,000 private placement of convertible senior secured notes and warrants issued by a private financial services software company.
• Company counsel in a bridge financing consisting of secured promissory notes and warrants to purchase common stock.
• Company counsel in a $25,000,000 private placement of preferred stock and convertible notes by a wireless telecommunications company.

Representative Clients

• Constellation Software Inc.
• Jensen Homes, Inc.
• Forman Barnes, LLC
• Kinetek Consulting LLC
• Ness Technologies Inc.
• Rosenberg Diamond Development Corp.
• SVB Financial Group (Silicon Valley Bank)
• AthleKinetix, LLC

Mark McCleary

Counsel

Mark McCleary's practice focuses on federal, state and international income tax planning for corporations, partnerships and limited liability companies, as well as tax controversy work.  His primary practice areas include taxable and tax-free acquisitions, dispositions and spin-offs, financings and real estate transactions.  Mark was Counsel at Bracewell & Giuliani LLP prior to joining Tri Valley Law.

Representative Matters

• Multiple clients with respect to taxable and tax-free stock and asset acquisitions and dispositions, including the acquisition of generation, transmission and distribution assets.
• A Fortune 500 company and a large public generation company with respect to issuances of convertible debentures.
• IRS Appeals representation for issues related to forming a captive insurance company.
• A Fortune 500 company with respect to character of loss of worthless partnership interest.
• A large public generation company in the structuring of like-kind exchanges of generation assets.
• A large public utility in a dispute with the Internal Revenue Service regarding COLI interest deductions.
• A Fortune 500 company with respect to spinning off deregulated assets.
• A large public utility under IRS audit with respect to a structured finance/leasing transaction.
• A large publicly traded apparel distributor in obtaining a private letter ruling with respect to spinning off its internet business.
• A publicly held communications company with respect to alternatives to spinning off subsidiaries, including use of tracking stock and Barnesandnoble.com structure.
• A large public internet services provider in obtaining a private letter ruling with respect to the characterization of an upstream merger of a subsidiary following the acquisition of the subsidiary in a reverse subsidiary merger.
• A publicly held research and development company which had undergone numerous ownership changes with respect to utilization of its net operating loss carryforwards.
• A publicly held company in analyzing seller-side transaction costs incurred in acquiring several companies.
• A large public utility in obtaining a private letter ruling regarding Internal Revenue Code section 468A issues not previously ruled on before.
• A large utility seeking a private letter ruling with respect to the receipt of a contribution in aid of construction.
• Multiple nonprofit entities in obtaining federal and state tax-exemption determination letters.
• A partnership engaged in oil and gas developments in planning to avoid pitfalls of at risks and passive activity rules.
• A public held utility in a dispute with the IRS regarding the proper characterization of loss resulting from the termination of a PURPA contract (including representation in connection with TAM).

Publications and Speeches

"Final Tax Shelter Disclosure Regulations," Edison Electric Institute Taxation Committee, 2003

"Disregarded Entities," Edison Electric Institute Taxation Committee, 2002

Education

LL.M., Taxation, New York University School of Law, 1996

J.D., Loyola Law School, 1995

B.S., University of California, Berkeley, 1991

Bar Admissions

California and Texas