Norman J. Fleming 203-498-4328 nfleming@wiggin.com

Wiggin and Dana represents borrowers and lenders, including banking and other financial institutions in connection with asset based loans, other secured loans and unsecured loans. Transactions involve a wide range of manufacturing and service businesses,  and the firm has extensive experience in representing lenders to certain highly regulated or other unique industries, such as health care finance.

Representative matters include:

• a $245 million cross-border issuance of securitized notes by our client Inmobiliaria Fumisa S.A. (Fumisa). The notes were  backed by various income rights granted to Fumisa by the Mexico City International Airport. Fumisa is the operator of the privatized functions of the Airport, which is the largest in Latin America.  The transaction involved two pari passu tranches, one for $180 million and the second for the Mexican peso equivalent of $65 million. The division of U.S. dollar and Mexican debt reflected the relative breakdown of cash flows derived in each currency. The transaction was structured so that cash flows in either currency flow through the transaction waterfall with a priority of payments that cross collateralizes each tranche. The notes were offered under Rule 144A and in reliance upon Regulation S under the Securities Act.
• Acting as counsel for a lender in connection with $50 million secured financing to a group of affiliated companies (where loan package included real estate loans, revolving lines of credit, term loans and letters of credit). 
• Acting as counsel for the borrower in connection with negotiation and structuring more than $100 million in loans to finance the construction of a retirement center comprised of over 200 living units, an assisted living facility and an on-site nursing home.
• Acting as counsel for various banking institutions, helping to structure and document numerous loans to hospitals, surgical and other specialty centers, nursing homes and other health care institutions.
• Acting as counsel to The United Illuminating Company, the firm documented and negotiated public sales of over $150 million of medium-term notes, the repurchase by a tender offer and redemption of over $225 million of other debt securities, and the renewal of a $75 million revolving credit facility with a syndicate of banks.

Wiggin and Dana is actively involved in all aspects of bond and public finance practice. The firm is included in the Bond Buyers "Red Book" listing of nationally recognized municipal bond attorneys.

Our attorneys have extensive experience representing borrowers, lenders, underwriters, municipal bond issuers and credit enhancement issuers. Transactions in which our attorneys are involved include rated, unrated, tax-exempt, taxable, credit enhanced, non-enhanced, variable rate, auction rate, natural fixed rate, synthetic fixed rate, long-term and short-term debt.

Typical matters include:

• Representing a Connecticut hospital in a $60 million bond issue financing the construction and renovation of clinical facilities and the refinancing of prior financing. 
• Representing Lehman Brothers in connection with a Wesleyan University bond offering of $62 million issued through the Connecticut Health and Educational Facilities Authority.
• Representing Yale University in connection with a bond offering of $300 million issued through the Connecticut Development Authority financing construction of a senior housing development. 
• Representing Central Connecticut Coast YMCA in a $4,500,000 bond offerings of issued by the Connecticut Health and Educational Facilities Authority to finance the construction of nursing facilities. 
• Acting as bond counsel for the Connecticut Housing Finance Authority on various offerings of tax-exempt and taxable bonds. 
•  Acting as bond counsel for the Connecticut Development Authority on various offerings of tax-exempt bonds.

Wiggin and Dana represents a broad range of businesses and underwriters in securities transactions ranging from private placements exempt from securities registration to fully registered underwritten offerings.

Representative transactions include:

• AXS-One Inc. (AMEX) in connection with a common stock and warrant PIPE financing with institutional investors and insiders.
• North Sound Capital as lead investor in connection with a preferred stock PIPE financing with National Coal Corp. (NASDAQ).
• Transpro, Inc. (AMEX) in connection with an issuer tender offer.
• Lifecodes Corporation in connection with its initial public offering.
• Werbel-Roth Securities Inc. as underwriters of the initial public offering of an integrated financial services company.
• Vion Pharmaceuticals, Inc. (Nasdaq) in connection with two simultaneous exchange offers.
• PerBio Science AB in connection with a tender offer for Endogen, Inc. (NASDAQ).
• Popkin Software & Systems, Inc. in connection with its initial public offering on the London Stock Exchange and EASDAQ.
• UIL Holdings Corporation (NYSE) in connection with a public note offering, the disposition of its electric generation assets, and a share exchange and related restructuring into a holding company structure.

Wiggin and Dana represents venture capital firms, investor groups and high tech/high growth companies that seek venture capital financing. These technology driven companies include biotech, computer software, Internet and multimedia businesses. Financings include development stage companies, first round financings, mezzanine financings and public offerings.  Our Finance Group understands the special intellectual property, due diligence, valuation and security perfection issues facing lenders to and investors in technology companies.

Representative matters include:

• Represented NeuVis, Inc. in connection with several rounds of financing from a number of globally recognized investment banking firms. 
• Represented META Group, Inc. (NASDAQ) in connection with its investments in META Secur E-Com Solutions, Inc., IMT Strategies, Inc., e-Namics, Inc., Market Perspectives, Inc., META Group AG, META Group Belgium S.A./N.A., and META Group Israel Ltd. 
• Represented Cellular Genomics Inc. in $34.9 M Series C led by new investors CDP Capital, RiverVest Venture Partners and Toucan Capital Corporation. 
• Represented VaxInnate Corporation in connection with its second round of venture capital financing with a consortium of investors led by HealthCare Ventures.
• Represented Advent International and its associated venture capital funds in their equity investments in U.S. and Latin American service companies. 
• Represented LIS Corporation in connection with a venture capital financing from Pouschine Cook Capital Partners.

Wiggin and Dana has worked with lenders and borrowers to structure a wide variety of asset-based and securitized financings.

Representative matters include:

• A $245 million cross-border issuance of securitized notes by our client Inmobiliaria Fumisa S.A. (Fumisa). The notes were  backed by various income rights granted to Fumisa by the Mexico City International Airport.  Fumisa is the operator of the privatized functions of the Airport, which is the largest in Latin America.  The transaction involved two pari passu tranches, one for $180 million and the second for the Mexican peso equivalent of $65 million. The division of U.S. dollar and Mexican debt reflected the relative breakdown of cash flows derived in each currency. The transaction was structured so that cash flows in either currency flow through the transaction waterfall with a priority of payments that cross collateralizes each tranche. The notes were offered under Rule 144A and in reliance upon Regulation S under the Securities Act. 
• Representing a U.S. automobile finance company in the sale of approximately $700 million of lease and retail installment sale contract receivables. 
• Negotiating and documenting a $250 million leveraged sale/leaseback for The United Illuminating Company of a portion of the client’s interest in a nuclear power generating facility. The financing involved the public sale of over $200 million of secured lease obligation bonds.