Peter M. Gaines

For over 40 years, Peter has represented banks and other financial institutions, and borrowers and financial sponsors, (i) in a variety of acquisition and leveraged (non-investment grade) financings, including change-of-control financings related to mergers and acquisitions (of stock and assets), divestitures, and recapitalizations; (ii) in many syndicated and bilateral financings involving investment grade borrowers and issuers; and (iii) in project and other limited recourse transactions in the U.S., Europe, Africa, and Latin America, where he has specialized in the energy, mining, and utilities industries. Peter has experience in virtually all areas of the energy industry, including upstream, midstream and downstream oil and gas, mining and minerals, electricity generation, waste incineration, disposal, and recycling facilities, chemicals and petrochemicals, industrial plants, and roadways and bridge projects. Many of Peter’s transactions have involved structured and trade financing, complex leasing, securitization, and derivatives. Peter has been recognized by several independent third-party sources as one of the leading U.S. and international finance practitioners, including Chambers & Partners who once described Peter as “someone you’d want to have on your side of the table”.

Prior to joining Rutherford & Bechtold LLC, Peter had been a partner in several prominent law firms including Mayer Brown, Baker & McKenzie, Vinson & Elkins, Faegre & Benson (now Faegre Baker Daniels), and Jenner & Block. Over the course of his career, he has practiced in Chicago, Minneapolis, and London.

Some of his many significant engagements have included:

• On behalf of a securitization issuer, numerous medium-term note offerings in the range of $200 million to $500 million, each with AAA(sf) and A(sf) rated tranches
• On behalf of four money center banks, in their capacities as loan participants with respect to the $77.5 million (original principal amount) refinancing of a leveraged lease of the Swift Creek Chemical Complex (including a Super phosphoric Acid Plant) for the benefit of various subsidiaries of Occidental Petroleum Corporation
• On behalf of two money center banks, as agents and arrangers of the $460 million project financing of the Battleground and Deer Park cogeneration facilities for Occidental Petroleum Corporation
• On behalf of two money center banks, as agents and arrangers of (i) a $48 million Credit Agreement for Overthrust Pipeline Company and (ii) a $205 million Credit Agreement for Trailblazer Pipeline Company
• On behalf of a money center bank, as agent and arranger of various nuclear fuel lease financings arranged for the benefit of (i) Union Electric Company (Gateway Fuel Company); (ii) San Diego Gas & Electric Company (Songs Fuel Company); (iii) Pennsylvania Power & Light (Pennsylvania Power & Light Energy Trust); (iv) Philadelphia Electric Company (Mid-Atlantic Fuel Company); and (v) 11 New England utilities which owned Connecticut Yankee Atomic Power Station (Connecticut Yankee Atomic Power Company)
• On behalf of Cargill, Incorporated, Cargill Commodity Services, Inc. and Cargill Biofuels Investments, LLC with respect to the $275 million construction and limited recourse financings of 3 greenfield ethanol facilities in Nebraska, Ohio and Indiana, each with nameplate capacity of 100 million gallons per year of fuel grade ethanol
• On behalf of Lakeside Energy LLP with respect to its acquisition of a 40% interest in the Dongara Pellet Plant, a municipal waste pelletization facility under construction in metropolitan Toronto and then owned by Borealis Infrastructure and several Toronto-based families
• On behalf of a German commercial money center bank, as agent and arranger of a DM1.65 billion project financing of AMD Inc.’s German subsidiary’s construction of a state-of-the-art silicon chip manufacturing facility in Dresden (this financing was a nominee for several “Deal of the Year” awards)
• On behalf of a Dutch commercial money center bank, as agent and arranger with respect to the NLG 478MM project financing of the Wijkertunnel in Holland
• On behalf of a Japanese commercial money center bank, with respect to the initial structuring of the Omani gas pipelines (the EMEA 2001 oil and gas deal of the year according to Privatisation International)
• On behalf of the 8 arranging banks for a $US1 billion (approximate) financing for the Ibn Rushd chemical complex in Yanbu, Saudi Arabia and the subsequent restructuring thereof
• On behalf of two international money center banks, as agents and arrangers of the construction and project financing for the350-550 MW Rades IPP, the first IPP in Tunisia, for a consortium that included Sithe, Marubeni, and PSEG
• On behalf of a British money center bank, as agent and arranger of a $100,000,000 Credit Agreement for Cyprus Miami Mining Corporation’s copper smelter in Arizona
• On behalf of a British money center bank, as agent for the refinancing of the Refugio gold loan aggregating US$85MM equivalent, to a Chilean joint venture that included AMAX Gold and Bema Gold
• On behalf of a US commercial money center bank, as agent and arranger of the $722MM recapitalization financing for Kaiser Aluminum & Chemical Corporation, which included the last publicly underwritten junk bond by Drexel
• On behalf of General Motors, its $5.0 billion senior secured revolving credit arranged by Citibank, N.A. and Bank of America immediately prior to its 2010 initial public offering, and restructuring various leveraged equipment lease transactions (aggregating approximately $843MM in lessors’ original cost) in connection with GM’s voluntary petitions for relief under Chapter 11 of the Bankruptcy Code
• On behalf of a prominent property owner, approximately $800 million of U.S. and Canadian commercial mortgage financing, intended for packaging into CMBS and secured by over 120 self-storage facilities located in numerous different states and provinces
• On behalf of an electric utility holding company, a series of Note Purchase Agreements aggregating $125 million and, together with its principal utility subsidiary, $300 million of senior unsecured revolving notes
• On behalf of the administrative agent, a $157.5 million asset-based loan to a rail car and fleet leasing company
• On a commercial bank’s behalf, as agent and arranger an acquisition facility enabling the customer to acquire a publicly traded real estate investment trust
• On behalf of Petrobras, its Barracuda and Caratinga offshore oil and gas financing, the largest-ever in Latin America, and the recipient of seven Deal of the Year awards
• On behalf of Merrill Lynch, the KKR/RJR Nabisco acquisition ($25 billion)
• On a commercial bank’s behalf, in the hostile tender offer and merger by which Georgia Pacific acquired Great Northern Nekoosa ($5.5 billion), and in the recapitalization of Kaiser Aluminum, with the last public underwritten junk bond by Drexel ($733MM senior debt and $300MM senior subordinated debt)
• On a commercial bank’s behalf, the takeover financings by which Marvin Davis and Marc Rich acquired Twentieth Century-Fox ($600MM), the hostile takeover financing to enable Mesa Petroleum to bid for Cities Service ($1.05 billion), and the takeover financings that enabled Occidental Petroleum Corporation to acquire Cities Service ($2 billion)