Floyd, Curtis E.

James Cowan's practice focuses primarily on corporate finance and mergers and acquisitions, with an emphasis on the infrastructure and energy sectors. In his corporate finance practice he represents borrowers, project sponsors, and other parties in a variety of transactions including commercial lending, project finance and public and private equity offerings. He regularly assists issuers with the due diligence and disclosure process of Rule 144A and other private debt and equity offerings, and has experience in initial public offerings and secondary offerings. His mergers and acquisitions practice includes representation of public and private, domestic and international acquirers and targets in mergers and stock and asset acquisitions.

REPRESENTATIVE MATTERS

Corporate and Project Finance

Actus Lend Lease in connection with six separate transactions, with a collective value in excess of $3 billion, involving the development, construction and financing of military housing facilities in Hawaii, North Carolina, South Carolina and New York for the U.S. Army, Air Force, Navy and Marine Corps. The Army Hawaii Family Housing transaction was named North American PPP Deal of the Year in 2005 by Project Finance magazine.

Calpine Corporation in the financing of a California power plant involving a public offering of equity in Canada and the preparation of related disclosure documentation, the re-structuring of a sale/leaseback facility and the transfer of the plant to a new lessor.

Bechtel Corporation in connection with its revolving and term loan facilities, letter of credit facility and Credit-Linked Notes facility.

Calpine Corporation in its Rule 144A project financing of power facilities located in California, named the 2003 North America Project Finance Deal of the Year by Euromoney.

Orion Power in the restructuring of its $1.6 billion debt facility, including extensive re-negotiation of term loans, collateral security arrangements and revolving credit facilities, named the 2002 North America Refinancing Deal of the Year by Euromoney.

Applied Voice &; Speech Technologies in connection with its Series A and Series B equity rounds and its issuance of convertible debt.

Mergers and Acquisitions

Tenaska Power Fund in connection with its acquisition of InfrastruX, a national construction company, and the related acquisition financing.

Calpine Corporation in its disposition of several power plant projects in the United States, and related workouts of project financings and preferred equity interests.

Bechtel Enterprises in connection with the disposition of its ownership interest in InterGen, an international power generation company which was a joint venture with Shell.

Applied Voice &; Speech Technologies in its acquisition of a business division of Captaris, an enterprise communications company.

Kaiser Foundation in its acquisition of MedAmerica, a telemedicine company.

NEC in a complex cross-border asset exchange with Nitsuko, a Japanese company.

Applied Energy in its acquisition of Engineering Measurements Company, a publicly-traded manufacturer of semiconductor equipment, and of two privately-held companies, and related disclosure matters.

ThinkChain in its acquisition of telecommunications assets in Brazil and related offerings of its equity in the United States.