• Securities offerings and compliance
• Mergers, acquisitions and joint ventures
• Project development and finance
• Corporate governance and board matters
• Commercial counseling and contract drafting

Securities Offerings and Compliance
Mr. Miller represents clients with both public and private debt and equity offerings, including initial public offerings. Mr. Miller also advises public clients with respect to all aspects of securities law reporting and compliance, including preparing annual, quarterly and periodic reports, and drafting proxy statements and other disclosure documents.

Mergers, Acquisitions and Joint Ventures
Mr. Miller has broad experience advising both public and private clients in mergers, acquisitions and joint venture transactions. His work includes counseling clients with transaction structure and entity formation; advising and assisting clients with respect to due diligence and risk assessment; negotiating and drafting operative transaction documents and ancillary documents; and facilitating transactions from initial negotiation through closing.

Project Development and Finance
Mr. Miller has substantial experience advising clients with respect to the development and financing of new projects, primarily in connection with the development and financing of integrated power projects and other large industrial projects. This work includes negotiating and drafting joint development and other project agreements, creating new partnership or limited liability companies, working with numerous other substantive legal areas, including real estate, tax and federal and state regulation, and negotiating and drafting financing and security agreements. Mr. Miller has substantial experience drafting and negotiating private placement memoranda, note and credit agreements as well as the related financing and project documents associated with a project and its financing. Mr. Miller has represented both borrowers and lenders in these transactions.

Corporate Governance and Board Matters
Mr. Miller's practice also includes day-to-day legal representation of corporations, limited liability companies and partnerships. His work includes advising boards of directors of private and public companies as well as board committees. Mr. Miller has experience with developing codes of ethics and corporate compliance programs, board and committee charters as well as board and corporate policies.

Commercial Counseling and Contract Drafting
Mr. Miller also assists companies with the commercial agreements companies need to operate an a daily basis. These contracts may include supply, distribution, manufacturing, warehousing, sales representation, joint development, consignment and other agreements.

Experience

The following are some of the transactions Mr. Miller has handled for clients:

• Primary Energy Inc.'s $335 sale of six industrial projects to American Securities Capital Partners LLC and Private Power LLC.
• Northern Indiana Public Service Company's $330 million acquisition of Sugar Creek Power Company, LLC.
• Whiting Clean Energy Inc.'s $210 million sale to BP Alternative Energy North America, Inc.
• The $202 million sale of a client's propane businesses.
• The $68.3 million sale of a client's underground locating subsidiary company to a joint venture of regional utilities.
• The $38 million sale of a client's underground utility locating business to a regional utility.
• The demutualization of a regional stock exchange and conversion of the exchange from a member owned company to subsidiary of a stock-based holding company.
• The current representation of a national options exchange in connection with its proposed demutualization.
• The purchased by a private equity fund of a $11 million tourism and travel publication portfolio company.
• The representation of a private equity fund portfolio company in the wire and cable industry in its $110 million initial public offering and its $162 million follow-on offering.
• The purchase by a group of institutional note purchasers of $250 million of term notes issued in a project financing relating to the acquisition and development of coal mines.
• The development and financing of a large underground natural gas storage field by a project company and the sale by that company of $124 million in notes to institutional investors.
• The $308 million financing by a project company borrower of its 535MW combined cycle cogeneration plant.
• The representation of numerous other project companies in the financing of the construction of cogeneration and other power projects as well as the refinancing of such debt.