Mary Jo N. Miller

Experience

Mary Jo Miller is a member of the Corporate section of the firm's Corporate group. Her practice focuses on finance, merger and acquisition, securities, and general corporate matters, with a strong focus on renewable energy-related projects and companies. Mary Jo's clients include public and private companies, renewable energy developers, financial institutions, underwriters, utility companies, private equity companies, and governmental and quasi-governmental entities. She has handled a broad range of transactions, including asset and stock sales, project finance, syndicated and bi-lateral loan facilities, public bond financing and public offerings and private placements of debt and equity securities.

Associate, Shearman & Sterling, London, England, 1998-2001; associate, Baker & McKenzie, Chicago, Illinois, 1995-1998.

Representative Work

  • Represented a heavy equipment rental company in connection with its emergence from Chapter 11 bankruptcy proceedings through an exit financing comprised of an asset-backed revolving line of credit and a private placement of second priority senior secured notes.
  • Represented a manufacturer of complex metal components in a tender offer for the shares of a titanium manufacturer, and the related sale of registered senior notes.
  • Represented a private equity firm specializing in energy infrastructure in connection with a senior secured financing of a frac sand mining facility, including a payment-in-kind interest feature, mezzanine-like provisions and construction loan features.
  • Represented a manufacturer of electrical power systems in connection with the sale of two 22.5 MW wind farms, funded in part with two §1603 grants in lieu of tax credits.
  • Represented a publically traded insurance company in connection with the renegotiation of its senior credit facility and refinancing of senior notes.
  • Represented an Alaska native corporation in the restructuring of its credit facilities, including the private placement of senior secured notes and the creation of a secured term loan and a secured revolving credit facility.
  • Represented a timber company in connection with the private placement of Senior Secured Timberland Notes issued by a special purpose, bankruptcy-remote entity.
  • Represented a wind farm developer in negotiating the buyout of the minority interest member in, and related restructuring of, its principal development subsidiary.
  • Represented the borrower in connection with a public bond financing of a landfill gas electric-generation project.
  • Represented a leading grower and supplier of specialty garden products in the sale of its plant business, structured as the sale of both assets and membership interests in special purposes subsidiaries.
  • Represented a public utility in the private placement and public issuance of first mortgage bonds.
  • Acted as interim General Counsel for a client that manufacturers heavy lift helicopters.
  • Represented various Spanish developers/sellers in connection with the development and sale of wind farms with aggregate installed capacity of approximately 350 MWs.
  • Represented a forest products company in connection with a secured New Markets Tax Credit loan.
  • Represented the investors in connection with the phased development of a 120MW geothermal electric-generation project.
  • Represented a manufacturer in the acquisition of the distressed assets of a competitor.
  • Represented the seller of a 125 MW gas-fired power plant.
  • Represented the issuer in the first Internet IPO in the United Kingdom, listed on the London Stock Exchange and Nasdaq.
  • Represented the underwriters in various securitized and high-yield note issues pursuant to exemptions from registration under Rule 144A and Regulation S.
  • Advised financial institutions and corporate borrowers in connection with syndicated and bi-lateral loan facilities, secured and unsecured.
  • Advised domestic and foreign private issuers with respect to compliance with the Securities Exchange Act of 1934.

Professional Honors & Activities

  • American Bar Association
  • Multnomah Bar Association
  • Oregon Women Lawyers
  • Fourth Place, 1995 National ASCAP Nathan Burkan Memorial Legal Writing Competition – "Til Death Do We Part: The Moral Rights of Visual Artists in Their Work after Carter v. Helmsley-Spear"

Publications

  • "Financing," The Law of Wine, 2011
  • Co-author, "Pencilling Out: Project Finance for Geothermal Power Projects," Lava Law: Legal Issues in Geothermal Energy Development, 2008
  • "Reading, 'Riting and Response: Holding Colleges and Universities Liable Under CERCLA," 20 J.C. & U.L. 483, 1994
  • "Regulatory Issues Affecting U.S. Financial Institutions Involved in Asset Securitisation," 8 Int'l Securitisation Rep 5, 1994, (co-author with Jerome W. Jakubik)

Education

  • University of Notre Dame Law School, J.D., 1995, cum laude
    Executive Editor, Journal of College and University Law
  • University of South Carolina, M.I.B., 1982
  • John Carroll University, B.S., 1980, magna cum laude
  • ABA Stonier Graduate School of Banking, 1992, with honors

Admissions

  • Oregon
  • Illinois

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