James S. Rowe

Public Mergers and Acquisitions, Securities Offerings and Public Company Investments

• Counsel to Madison Dearborn Partners in its $7.4 billion leveraged buyout of CDW Corporation in a "going private" transaction, with principal responsibility for the $2.0 billion bridge financing and subsequent bridge-to-bond exchange

• Counsel to CDW in numerous offerings of secured and unsecured notes generating several billion dollars of proceeds and a number of concurrent high yield fixed dollar tender offers

• Counsel to CDW in its $455 million initial public offering of common stock

• Counsel to CDW and Madison Dearborn Partners in five underwritten follow-on equity offerings for CDW generating aggregate proceeds of $2.3 billion

• Counsel to iHeartCommunications (formerly Clear Channel Communications), a portfolio company of Bain Capital and Thomas H. Lee Partners, in seven high yield offerings of an aggregate of $4.3 billion of priority guarantee notes and $850 million of senior unsecured notes

• Counsel to iHeartCommunications in its $2.1 billion bond-for-bond exchange offer

• Counsel to iHeartCommunications in its $2.0 billion term loan-for-bond exchange offer

• Counsel to Clear Channel Outdoor in its high yield offering of $2.725 billion of senior notes and concurrent bond tender offer for all $2.5 billion of its outstanding senior notes

• Counsel to Clear Channel Outdoor in its high yield offering of $2.2 billion of senior subordinated notes

• Counsel to Clear Channel International B.V. in three cross-border offerings of secured and unsecured notes

• Counsel to Office Depot, Inc. in its proposed $3.5 billion public stock-for-stock merger with Staples, Inc. (subsequently abandoned due to antitrust objections)

• Counsel to Myogen, Inc. in its $2.4 billion acquisition by Gilead Sciences, Inc.

• Counsel to Sirona Dental Systems GmbH, a portfolio company of MDP, in its $1.9 billion reverse acquisition of Schick Technologies, Inc.

• Counsel to Conseco, Inc. in its $1.6 billion initial public offering of common stock and mandatorily convertible preferred stock shortly following its emergence from bankruptcy

• Counsel to Madison Dearborn Partners and National Mentor Holdings, Inc. in connection with National Mentor's issuance of $150 million of senior subordinated notes in a dividend recap transaction

• Counsel to National Mentor in its $250 million offering of senior notes and concurrent bond tender offers and consent solicitations

• Counsel to Civitas Solutions (formerly known as National Mentor) it its $199 million initial public offering of common stock

• Counsel to Madison Dearborn Partners in the concurrent high yield issuance of $550 million of senior subordinated notes and $100 million of senior exchangeable preferred stock of Packaging Corporation of America in connection with MDP's $2.2 billion leveraged buyout of PCA

• Counsel to Packaging Corporation of America in its $555 million initial public offering of common stock

• Counsel to Packaging Corporation of America in its bond tender offer and consent solicitation and concurrent investment grade offering of $550 million of senior notes

• Counsel to Packaging Corporation of America in an investment grade offering of $400 million of senior notes

• Counsel to a leading property and casualty insurer in its $900 million offering of senior notes from a universal shelf

• Counsel to Madison Dearborn Partners and Ruth's Chris Steak House, Inc. in Ruth's Chris' $270 million initial public offering of common stock and Ruth Hospitality Group's subsequent convertible preferred stock PIPE with Bruckmann, Rosser, Sherrill & Co. and related proxy solicitation and common stock rights offering

• Counsel to Summit Partners and SeaBright Insurance Holdings, Inc. in SeaBright's $90 million initial public offering of common stock and subsequent follow-on offering of $115 million of common stock

• Counsel to SeaBright Holdings in its $252 million sale to Enstar Group Limited

• Counsel to Summit Partners and Physicians Formula Holdings, Inc. in Physicians Formula's $150 million initial public offering of common stock and subsequent follow-on offering of $105 million of common stock

• Counsel to Sun Capital Partners and Horsehead Holdings Corp. in Horsehead's 144A equity offerings of an aggregate of $395 million of common stock and subsequent shelf registration and equity redemption

• Counsel to Horsehead Holding Corp. in its $100 million initial public offering of common stock and subsequent shelf takedowns of an aggregate of $161 million of common stock

• Counsel to Horsehead Holding Corp. in a $100 million offering of convertible notes and a $175 million offering of senior secured notes

• Counsel to Great Hill Partners and Prommis Solutions Holdings Corp. in its proposed $150 million initial public offering (subsequently withdrawn due to market conditions)

• Counsel to Sun Capital Partners in its proposed $290 million acquisition of Goody's Family Clothing, Inc. through an equity tender offer (subsequently withdrawn upon payment of a breakup fee in connection with the target's acceptance of a superior proposal)

• Counsel to H.I.G. in its going private buyouts of Allion Healthcare, Inc., Matrixx Initiatives and Comverge Technologies

• Counsel to Great Hill Partners in its $180 million buyout of CAM Commerce, Inc.

• Counsel to Youbet, Inc. in its $135 million stock-for-stock-and-cash acquisition by Churchill Downs, Inc.

• Counsel to FTD in its stock-for-stock squeeze out merger of the publicly-held minority interest of FTD.COM

• Counsel to BWAY Corporation in its $330 million sale to Kelso & Company in a leveraged buyout "going private" transaction

• Counsel to Bcom3 in a $2 billion private placement of shares in connection with the business combination of The Leo Group and The MacManus Group

• Counsel to Brantley Mezzanine Capital Corp., a business development company, in its proposed $116 million initial public offering of common stock

• Counsel to Madison Dearborn Partners and Pierre Foods, Inc. in the issuance of $125 million of senior subordinated notes and a concurrent $115 million bond tender offer and consent solicitation, each in connection with MDP's $420 million leveraged buyout of Pierre

• Counsel to Code Hennessy & Simmons in the issuance of $150 million of senior notes by Gundle/SLT Environmental, Inc. in connection with CHS's $256 million leveraged buyout of the issuer in a "going private" transaction

• Counsel to Madison Dearborn Partners in the issuance of $100 million of high yield debt and $30 million of preferred and common equity units by Tuesday Morning Corporation in MDP's $325 million leveraged buyout of the issuer in a "going private" transaction

• Counsel to Madison Dearborn Partners and Tuesday Morning Corporation in underwritten secondary offerings of $159 million of common stock in a direct registration, $220 million of common stock in a subsequent shelf takedown and $100 million of common stock in a subsequent "bought deal"

• Counsel to Madison Dearborn Partners and other selling stockholders in their registered offering of $430 million of common stock of CapitalSource Inc.

• Counsel to Polymer Group, Inc. in its $400 million private offering of senior subordinated notes and in its concurrent $100 million bond tender offer and consent solicitation

• Counsel to FMC and its 80%-owned subsidiary, FMC Gold Company, in FMC Gold's reincorporation into Canada and subsequent Cdn.$267 million secondary offering of common shares publicly in Canada and privately in the United States and Europe

• Counsel to Madison Dearborn Partners in connection with its proposed $150 million convertible preferred stock investment in Forcenergy, Inc.

• Counsel to Hines Horticulture, Inc. in its $120 million offering of senior subordinated notes

• Counsel to Hines Horticulture, Inc. in its $56 million initial public offering of common stock and related corporate restructuring and reincorporation into Delaware

• Counsel to Avalon Cable in its $150 million offering of senior subordinated notes and $196 million offering of senior discount notes

• Counsel to Seven-Up/RC Bottling Company of Southern California, Inc. in its $140 million initial public offering of senior secured notes

• Counsel to Wireless One, Inc. in its $100 million initial public offering of senior discount notes and warrants and $30 million of common stock

• Counsel to Petstuff, Inc. in its $40 million initial public offering of common stock and its subsequent $100 million public stock-for-stock merger with PetSmart, Inc.

• Counsel to Pittway, Inc. in its multinational tax-free spinoff of AptarGroup, Inc.

Underwriters' and Investment Banker Counsel

• Counsel to Goldman Sachs in the $135 million carveout IPO of Coach, Inc. from Sara Lee

• Counsel to Goldman Sachs in a $65 million public primary and secondary offering of common stock of AptarGroup, Inc.

• Counsel to Goldman Sachs in a proposed public offering of equity securities of a telecom concern

• Counsel to Keefe, Bruyette & Woods in two underwritten offerings of an aggregate of $138 million of common stock of Chemical Financial Corporation

• Counsel to Keefe, Bruyette & Woods in an underwritten offering of $68 million of common stock of Old Second Bancorp

• Counsel to Keefe, Bruyette & Woods in an underwritten offering of $67 million of common stock of QCR Holdings

• Counsel to CS First Boston in a $64 million public primary and secondary offering of common stock of Easco, Inc.

• Counsel to Mesirow Financial, Inc. as financial advisor to the special committee of the board of directors of Home Products International in a "going private" transaction

Private Mergers and Acquisitions, Leveraged Recapitalizations and Venture Capital Investments

• Counsel to The Northwestern Mutual Life Insurance Company in its acquisition of LearnVest

• Counsel to Rand McNally & Company in its leveraged recapitalization and sale to AEA Investors, Inc. in an auction sale led by Goldman Sachs

• Counsel to Rand McNally & Company in the divestiture of three of its manufacturing businesses in the U.S. and in Europe in a series of auction sales led by Lehman Brothers

• Counsel to Anchor Food Products in its sale to McCain Foods and H.J. Heinz & Co. in an auction led by UBS Warburg

• Counsel to Kraft in the private auction sale of its Log Cabin Syrup business to Aurora Foods

• Counsel to a leading property and casualty insurer in its private acquisition of Sterling Collision Centers, Inc.

• Counsel to Madison Dearborn Partners in its $200 million leveraged acquisition of Hines Horticulture, Inc. and four subsequent add-on acquisitions

• Counsel to Madison Dearborn Partners in connection with its acquisition and subsequent $185 million sale of a retail art manufacturer to private equity investors

• Counsel to a private electronics concern in its $105 million leveraged recapitalization and sale to a private equity investor group

• Counsel to Polymer Group, Inc. in its private acquisition of a fabrics manufacturer in Monterrey, Mexico

• Counsel to Chase Manhattan Bank's SBIC in two subordinated debt and equity investments in leveraged buyout transactions

• Counsel to Marquette Venture Partners in a private equity investment in a software development concern

Bankruptcy Transactions and Restructurings

• Corporate and securities counsel to iHeartMedia in its Chapter 11 reorganization

• Corporate and securities counsel to Horsehead Holdings, Inc. in its Chapter 11 reorganization

• Corporate and securities counsel to Conseco, Inc. in its Chapter 11 reorganization

• Corporate and securities counsel to Pierre Foods, Inc., a portfolio company of Madison Dearborn Partners, in its Chapter 11 reorganization

• M&A counsel to TWA in its sale to American Airlines in a Section 363 bankruptcy proceeding

Joint Ventures

• Counsel to Packaging Corporation of America in a $275 million joint venture of timberland assets

• Counsel to a leading property and casualty insurer in its joint venture with Internet Enrollment Solution

Asset-Backed Securities Offerings

• Counsel to General Motors Acceptance Corporation in the public offering of over $4.0 billion of securities backed by "wholesale" dealer receivables

• Counsel to General Motors Acceptance Corporation in seven public offerings covering approximately $9.6 billion of securities backed by "retail" vehicle receivables