Mark C. Zaander regularly represents institutional investors, including insurance companies and private equity and mezzanine funds, in a variety of different types of investment transactions, including:

• Secured and unsecured term note placements, often involving intercreditor or collateral sharing arrangements
• Mezzanine financings
• Leveraged buy-out transactions
• Project and other structured financings
• Leverage lease, credit-tenant lease and other lease financings
• Workout and restructurings
• Sales of equity investments

Mr. Zaander typically represents institutional investors in 20-30 transactions each year.

He has significant experience representing project developers, both in the negotiation of the contracts for the development of the project and the financing for the project. In this regard, he acted as general counsel to an energy company, which developed industrial-based energy projects.

Projects in which Mr. Zaander has been involved include:

• A large cogeneration project to provide steam to an oil refinery and merchant electricity
• A project to provide steam, electricity and hot water to a steel fabricating company
• A steam turbine project fueled by blast furnace gas
• An electricity and steam facility fueled by waste coke oven gas
• A project for the joint development of a coal pulverization facility
• Representation of an entity in connection with a $2.02 billion loan for the Great Plains Coal Gasification Project and its financial support to several ethanol or other alternative energy projects

The financing for these projects has often been on a non-recourse or limited recourse basis, and a number involved lease financing arrangements.

Experience

A few representative transactions in which Mr. Zaander has counseled institutional investors include the representation of:

• Mezzanine funds in a $37 million subordinated note investment in connection with the buy-out of a packaging company
• A group of institutional investors in a $245 million secured note issuance by a natural gas transportation company
• Mezzanine fund investors in a $14 million subordinated note and $9 million equity investment in a consumer services company
• Holders of $36 million of senior notes issued by a manufacturer of military equipment in the restructuring and eventual workout of their investment
• Purchasers of $250 million of term notes issued in a project financing relating to the acquisition and development of coal mines Institutional investors as special intercreditor counsel in connection with a $150 million transmission line construction financing
• Institutional purchasers of $33 million of term notes in a credit tenant lease financing with a furniture manufacturer
• Term note purchasers in a $65 million senior note placement by a food processing company

Commercial loan transactions in which he has represented bank lenders include acting as counsel to the lead lender in a $567 million fully secured, multi-bank facility for the buy-out of a public company.

Speeches and Presentations

"Implications of Enron for Institutional Investors," American College of Investment Counsel

"The Tort of Deepening Insolvency," American College of Investment Counsel

Pro Bono Activities

Mr. Zaander is co-chair of our firm's Pro Bono Committee. His pro bono legal services include the representation of a sponsor of a health clinic built in an underserved neighborhood in Chicago in connection with the financing for the construction of that clinic.

He also has represented a community economic development corporation, the Jane Addams Resource Corporation, for a number of years on various projects.

Previous Experience

While on a leave of absence from the firm, Mr. Zaander was a Senior Attorney, Projects, for the U.S. Synthetic Fuels Corporation from 1983-1984. In that capacity he represented the corporation in a number of proposed or completed project financing transactions for alternative energy projects, including a $500 million loan and price guarantee for a large shale oil facility.

Awards and Honors

Illinois Super Lawyers, Securities and Corporate Finance

Leading Lawyer - Banking & Financial Institutions Law, Illinois Leading Lawyers Network

Martindale-Hubbell — A/V Rated