2012 ANNUAL REVIEW VISION V I S I O N The bravest are surely those who have the clearest vision of what is before them, glory and danger alike, and yet notwithstanding go out to meet it. —Thucydides < 2012 ANNUAL REVIEW AKIN GUMP STRAUSS HAUER & FELD LLP 1 Contents A letter from chairman R. Bruce McLean ........................................................2 Vision: Client Service ....................................................................................4 Transactions ...............................................................................................6 Advocacy ................................................................................................. 16 Policy and Regulation ...............................................................................26 Accolades ................................................................................................30 Vision: Public Service ..................................................................................34 Pro Bono ..................................................................................................36 Vision: Commitment ...................................................................................44 Innovation ..............................................................................................46 Environmental Responsibility ...............................................................50 Diversity .................................................................................................52 To read the barcodes in the Annual Review, please open a 2D barcode reader on your smartphone and use it to scan the barcode. Readers of the electronic version of the Annual Review can click the barcode to access the linked page. akingump.com > 2 AKIN GUMP STRAUSS HAUER & FELD LLP 2012 ANNUAL REVIEW V I S I O N Dear Clients, Alumni and Friends, It’s a happy coincidence that the theme of this annual review is “vision.” As I prepare to step down in 2013 from chairing this tremendous firm for 20 years, I’m moved to look back at the year we had and look forward to Akin Gump’s next chapter. It seems that, over the last several years, uncertainty has become the only certainty. 2012 brought with it continued market hesitancy in the face of asymmetric economic recovery and global instability. Yet our clients, with their own visions of success and achievement before them, were able to make the decisions and take the necessary steps to succeed and achieve in a broad range of sectors. I am always proud that they chose Akin Gump as their partner in these endeavors. In this edition of our annual review, you’ll read about courtroom victories for one of the world’s leading casual dining restaurant companies and for one of the world’s largest telecom companies. You’ll also read of precedent- setting wins in the first successful suit against a U.S. corporate defendant by a foreign government as well as on behalf of Somali refugees against the high-ranking Somali official who’d overseen their torture or the extrajudicial R. Bruce McLean murder of their families. Chairman You’ll also read about how we defended the creation of the sixth-largest mobile phone company in the world, how a complex puzzle was solved to help a private equity fund sell its assets and how the deal to sell the largest solar energy project in the world was closed. < 2012 ANNUAL REVIEW AKIN GUMP STRAUSS HAUER & FELD LLP 3 V I S I O N Dear Clients, Alumni and Friends, For the firm, 2012 was a year in which we enacted change the Akin Gump way: stra- As I mentioned earlier, I’ve had the pleasure and privilege of leading this firm and tegically, deliberately, thoughtfully. We opened offices in Hong Kong and Singapore to contributing to its development for 20 years. In that time, we’ve gone from a great enhance our corporate presence in Asia and to complement the client services offered regional firm to a global powerhouse with 18 offices worldwide and a core of practices by our Beijing office. We expanded our ranks by bringing top that have made the difference for clients from boardroom to courtroom, from the corri- legal talent into, among others, our energy, corporate, litiga- dors of Capitol Hill to the oil and gas fields of Uzbekistan to the inner cities of the U.S. tion, energy regulatory, project finance, IP and funds practices. I look back with pride and look forward with optimism at the great work Akin Gump And the partnership voted to elect Kim Koopersmith, our has done and will do, thanks to the excellence and commitment of our lawyers, U.S. managing partner, to serve as chairperson of the firm. advisors and staff. Kim’s work at Akin Gump, be it as a litigator, a manager, a mentor or a champion for diversity at all levels of the firm, has yielded nothing but the finest results and best outcomes. I am confident that she will continue to grow the firm to the benefit of our clients, our employees and Kim Koopersmith the communities in which we live and work. Read Read R. Bruce McLean’s Kim Koopersmith’s bio here. bio here. Welcome to the 2012 Annual Review. > 4 AKIN GUMP STRAUSS HAUER & FELD LLP 2012 ANNUAL REVIEW V I S I O N Client Service < 2012 ANNUAL REVIEW AKIN GUMP STRAUSS HAUER & FELD LLP 5 V I S I O N You are not here merely to prepare to make a living. You are here in order to enable the world to live more amply, with greater vision, with a finer spirit of hope and achievement. —Woodrow Wilson > 6 AKIN GUMP STRAUSS HAUER & FELD LLP 2012 ANNUAL REVIEW CLIENT SERVICE > Transactions Transactions A Vision for a New Deal Structure Practices: Corporate, Mergers and Acquisitions, Private Equity Transactions, Fund Manager Transactions Industries: Private Equity Regions: North America In a first-of-its-kind transaction, Akin Gump Strauss Hauer & Feld LLP represented the bidder group could then obtain exclusive indirect economic control of the portfolio Vision Capital and its partners Landmark Partners, Pinebridge Secondary Partners companies upon securing the requisite vote. and Montauk Triguard in a landmark deal to acquire private equity fund Willis Stein & Partners, which was approaching the end of its term but still holding valuable portfolio In order to achieve a favorable result for all parties, the existing limited partners (LPs) investments. were given an opportunity to participate in the upside of the future dispositions of the portfolio companies. The existing general partner and members of its management Willis Stein, a nearly $2 billion private equity fund, was tasked by its advisory board to group would continue to manage the assets following the closing, with the input and dispose of its assets promptly. Following an extensive auction process, the fund opted assistance of Vision Capital. To accommodate this, the team devised an extremely to offer suitors the opportunity to take economic control of the assets through a cash complex structure involving traditional private company M&A matters, public company tender offer for the fund’s exiting limited partnership interests. Vision Capital and its fiduciary issues and entire fairness considerations. Further, the transaction required the partners emerged as the leading bidder group. preparation and delivery to over 100 LPs of an extensive merger proxy disclosure docu- ment that would be found in any public company transaction. To improve the deal’s chance of closing and to solidify the group’s ownership after closing, the team proposed a single-step merger of the private equity fund (and its parallel Despite the lack of precedent and the highly intricate nature of the deal, it successfully funds) with and into merger subsidiaries to be created by the bidder group. Accordingly, closed earlier than anticipated. < 2012 ANNUAL REVIEW AKIN GUMP STRAUSS HAUER & FELD LLP 7 A Water Park Acquisition with Twists and Turns Practices: Corporate, Mergers and Acquisitions, Private Equity Transactions Industries: Private Equity, Hospitality Regions: North America When it sought to acquire Great Wolf Resorts Inc.® (NASDAQ: WOLF), Apollo Global bidding war with private equity fund KSL Partners. Ultimately, Apollo prevailed with an Management turned to longtime legal advisor Akin Gump. Madison, Wisconsin-based offer of $7.85 per share. Great Wolf is North America’s largest family of indoor waterpark resorts, and, through The bidding war was only one of several elements adding to the complexity of the its subsidiaries and affiliates, owns and operates its family resorts under the Great Wolf transaction. Great Wolf’s existing indebtedness remained outstanding, and it had a Lodge® brand. shareholder base dominated by hedge funds that publicly opposed the deal. To address Following an active auction process, Apollo offered $5 per share for the publicly these challenges and achieve a successful closing, the team devised a two-step acquisi- traded company. Upon announcement of the deal, Apollo quickly entered into a public tion structure involving a tender offer launched immediately after signing the definitive merger agreement, followed by a back-end merger. Great Wolf adopted a transaction- related poison pill at signing—only the third in history—designed to hinder the ability of third parties to acquire a significant interest to (i) block the proposed transaction, (ii) block an alternative third-party transaction approved by the board or (iii) facilitate a hostile transaction. The transaction also required a successful consent solicitation of Great Wolf’s first mortgage notes and included a change in control offer in the event of an unsuccessful solicitation. Finally, 11 putative class actions were filed and settled prior to the successful consummation of the deal in May 2012. > 8 AKIN GUMP STRAUSS HAUER & FELD LLP 2012 ANNUAL REVIEW CLIENT SERVICE > Transactions Trinity, Shikumen Provide Village Roadshow Entertainment Group with $275 Million of New Funding Sale Closes on the Largest Solar Energy Project in the World Practices: Corporate, Finance, Tax Practices: Global Project Finance, Project Acquisition and Disposition, Project Development Industries: Entertainment and Media Industries: Renewable Energy, Energy, Real Estate, Solar Regions: Asia, Latin America, Europe, North America Regions: North America In a cross-border transaction that spanned Hong Kong, Australia, the British Virgin Akin Gump represented SunPower Corporation in the development and sale of the Islands (BVI) and the United States, Akin Gump represented investment firm Trinity Antelope Valley Solar Project (AVSP) to affiliates of MidAmerican Energy Holdings Opportunities Ltd. and Hong Kong-based asset manager Shikumen Capital Manage- Company. When completed, AVSP will be the largest solar energy project in the world. ment Ltd. in providing Melbourne-based Village Roadshow Entertainment Group The sale closed on December 28, 2012. Financial details are confidential. (VREG) with $275 million of new funding via a combination of a six-year mezzanine AVSP is a 580 MW photovoltaic solar project located in the Antelope Valley, California, debt facility led by Trinity and an equity investment in VREG by the mezzanine lenders. approximately 90 miles north of Los Angeles. The project will utilize SunPower’s propri- The financing will allow VREG to expand the number of films it makes with its longtime etary photovoltaic modules and tracking technology, and its electricity will be sold to studio partner Warner Bros. as well as to grow its new China-based film venture. Southern California Edison Company under long-term power purchase agreements. SunPower will build and operate the project for MidAmerican. Construction of the This deal required around-the-clock attention from Akin Gump attorneys located in project has commenced, and commercial operation is expected in 2015. Los Angeles, Houston, New York and Hong Kong, including due diligence of the film library, negotiation of the debt and equity sides of the transactions and significant The project creates an emissions-free source of electricity, is expected to create approx- coordination with local counsel in Australia and BVI. imately 650 construction jobs, will ultimately power approximately 250,000 homes, will avoid at least 1.3 billion pounds of greenhouse gases per year (the equivalent of taking 105,000 cars off the road) and will contribute towards meeting California’s Renewable Portfolio Standard of 33 percent renewable energy by 2020.