Jeffrey P. Gray

• Represented Control Solutions, Inc. ("CSI") and its controlling shareholders in a reorganization and sale of a controlling interest in a newly formed subsidiary that designs and manufactures innovative, micro-processor-based motion control products, focusing on commercial controls, medical therapy applications, and military systems. The equity interest was sold to private equity investment funds of Corinthian Capital Group, LLC and Cerberus Capital Management, L.P. The closing consideration was financed with a combination of equity and debt. The debt portion of the closing consideration was $10 million funded through a $20 million single draw on a term loan made by Dymas Funding Company, LLC, a Cerberus affiliate, to the subsidiary, with the balance being used for general working capital purposes. Additionally, JPMorgan Chase Bank, N.A. provided a $10 million revolving line of credit to fund additional working capital needs.
• Represented a real estate affiliate of CSX Transportation, Inc. in the sale of a large vacant parcel in Chicago's central business district for $32.5 million. The closing was the culmination of over 10 years of work. At the time of the initial engagement, the property was zoned for a large office development. On account of a neighboring owner's failure to commence construction on its site resulting in a loss of millions of square feet of floor space, the property was downzoned by the City of Chicago. Compounding the problem was a downturn in the office market so the development focus shifted to residential development. After a number of prior transactions fell through due to buyers' inability to get tax increment financing, secure necessary governmental approvals, decisions to choose alternative locations or other reasons, Wildman created a structure to ensure that the final buyer closed its purchase while also minimizing any long-term risk for CSX regarding the property's environmental or other condition.
• Represented Niche Software Systems, Inc. and its wholly-owned subsidiary, Publishing Business Systems, Inc. (PBS), in their multi-million dollar acquisition by Digital Technology International, a portfolio company of The Riverside Company, the largest private equity firm investing in premier companies at the smaller end of the middle market. PBS is a proven provider of advertising, circulation, production and business systems for the newspaper industry, helping newspapers integrate business matters and operate more efficiently, manage data more effectively and sell more successfully
  
• Represented a U.S. joint venture comprised of JF US Industrial Trust, a publicly-traded, Australian limited property trust and an affiliate, James Fielding Funds Management, and U.S.-based, CenterPoint Properties Trust in connection with a $220 million collateral mortgage-backed securities transaction with JPMorgan Chase Bank, N.A., a $170 million mortgage loan from Northwestern Mutual Life Insurance Corporation, and a $6 million line of credit from JPMorgan Chase Bank, N.A. The financings were associated with the acquisition and operation of approximately $600 million in industrial real estate.
  
• Represented shareholders of Bacus Laboratories, Inc. (BLI) in sale of stock to Olympus America Inc., a wholly-owned subsidiary of the well-known Japanese company, in a multi-million dollar transaction. BLI is the leader in virtual microscope slide technology and in microscope software for clinical laboratory applications.
  
• Represented a joint venture in a highly complex acquisition, financing, and redevelopment of the top 17 floors of the landmark Shubert Theater in Chicago (now known as the LaSalle Bank Theater) into a Hampton Inn hotel. Negotiated financing with numerous private and public entities, including LaSalle Bank, which provided a construction loan of $14.7 million. The landmark designation of the building’s facade allowed the developer to create a preservation easement in favor of Landmarks Preservation Council of Illinois, a not for profit entity. The easement resulted in a tax deductible donation, which was sold to Sherwin-Williams Company. In addition, the renovation of the 17 floors qualified for historic tax credits, which were indirectly sold to Chevron TCI, an affiliate of ChevronTexaco. The final primary source of funds were provided by the City of Chicago from Tax Increment Financing funds. The construction loan was refinanced into a $20 million securitized loan with Morgan Stanley.
  
• Negotiated the acquisition and financing of a 355-unit apartment building and a parking garage in downtown Chicago for a developer who converted the building into condominiums. The project involved a vertical separation of the apartment and garage portions from commercial space that was acquired by a REIT and a complex reciprocal easement agreement due to the mixed ownership of the mechanical systems, stairwells, façade, and roof; participated in the negotiation of the financing with Lehman Brothers, which provided $41 million in senior mortgage financing and $5.5 million in mezzanine financing, and with Heritage Bank, which provided $4.6 million for the garage financing
  
• Coordinated and negotiated all aspects of a $25+ million acquisition of a 26-site agronomy business in Illinois on behalf of GROWMARK, Inc. and the conveyance of 18 of the sites to member cooperatives. Also, represented GROWMARK, Inc. in a $60+ million acquisition through bankruptcy of sixty different parcels and bank financing of Agway’s agronomy and seed business.
  
• Represented a vertically integrated oil company in the sale of oil and gas fields in Colorado for $125 million, retail gas station operations for more than $56 million, and wholesale and terminal gasoline businesses for more than $10 million
  
• Represented a developer in a $40.5 million acquisition and financing of a 306 unit apartment and townhouse complex in Ann Arbor from Equity Residential for a condominium conversion. The project was financed by a senior $38 million loan and a $2.4 million mezzanine loan from LaSalle Bank, a $2.3 million junior mezzanine loan from Leaf Mountain Company, and $2 million in equity.
  

Publications And Presentations:

• Speaker, The Role of Lawyer’s in Bank Lending Transactions, to representatives of the Bank of China, 2004.