Sonnenschein has been heavily involved in representing major insurers (such as Aetna, Allstate, Equitable, New York Life, and Prudential) in connection with their investment and lending activities. Among the matters that we have handled are private placements and public offerings, leveraged buyouts, venture capital investments, real estate loans, and workouts. For Allstate alone, we have handled more than 100 venture capital investments and dozens of private placements. Our commercial practice on behalf of insurers includes substantial experience in major corporate and real estate transactions and workouts, including the following:

• Representation of Prudential in its $340 million acquisition of Merrill Lynch's residential real estate sales and related business-and in connection with the sale of numerous brokerages acquired from Merrill Lynch to franchisees throughout the country.
   
• Representation of Prudential as the largest secured creditor in the bankruptcy of Carter Hawley Hale Stores, Inc. As lead outside counsel for Prudential we helped negotiate and conclude a comprehensive agreement between Prudential and CHH providing for complete repayment of Prudential's principal and accrued interest. Prior to CHH's bankruptcy, we also represented Prudential in connection with the recapitalization of Carter Hawley Hale, involving loans secured by 27 locations in seven states.
   
• Representation of Equitable as a provider of mezzanine financing and acquirer of an equity interest in numerous leveraged buyouts. We also have represented Equitable in connection with the restructuring of numerous LBOs in which Equitable had previously invested, including public offerings of stock or notes to help them de-leverage.

On behalf of Prudential, we negotiated a substantial reduction in the outstanding balance of a first mortgage loan to the developer of Town Pavilion, Kansas City's largest office building and home to anchor tenant AT&T. In a transaction in which all parties improved their positions, we advised Prudential on reducing its loan from a $210 million first mortgage to a $70 million subordinated position, with an extension of the maturity date.

AT&T's lease was converted to a bondable lease enabling Met Life to issue a debt instrument supported by AT&T's credit. The proceeds of this issue paid down Prudential's loan. In connection with the complex closing, Town Pavilion and adjacent properties were converted to a condominium to facilitate the handling of the various mortgages encumbering the properties. Complex cash management and escrow arrangements were put in place for the separate condominium units.

In one transaction that displayed our nationwide strength, our Real Estate practice formed teams in our Los Angeles, New York and Chicago offices to complete the closing of a unique sale of more than 350 U.S. Postal Service and government buildings located in 47 different states. The highly complex transaction for a real estate affiliate of Executive Life Insurance Company ("ELIC") comprised the largest number of separate properties and local tax jurisdictions involved in a single real estate sale. "Sonnenschein was one of the few law firms with the nationwide real estate capability to close this important transaction," said Robert E. Hart, Director of Real Estate Marketing for ELIC. The properties were held under three different forms of ownership, each with its own local title requirements, demanding that we coordinate an unprecedented amount of title clearance work in local jurisdictions. The properties included U.S. Postal Service facilities, other U.S. governmental offices, and local telephone, water and other utility company facilities. The purchasers were the U.S. Postal Service and a venture between Cargill Financial Services and Secured Capital Corp.

Sonnenschein's transactional work on behalf of insurers also has encompassed counseling insurance clients on ERISA and fiduciary issues related to their investments and sales of investment products to pension profit-sharing plans. We also have represented insurance companies on product development, ESOP loans, and prototype and separate account offerings.