Michael K. Hoffman

Michael K. Hoffman is a member of the firm’s Investment Management Group. He represents public and private investment funds, business development companies, investment advisers, underwriters and investment banks in connection with the structuring and distribution of financial products in U.S. and cross-border transactions. Mr. Hoffman regularly counsels investment funds and their boards of directors, advisory boards and investment advisers in connection with transactional, regulatory and compliance issues.

In the public investment company area, Mr. Hoffman has advised issuers and underwriters in more than 50 offerings of common and preferred shares of open-end and closed-end investment companies. His experience in this area includes representing closed-end funds for BlackRock, Guggenheim, The Invesco Van Kampen Funds, Tennenbaum Capital Partners and Fortress Investment Group. Business development companies advised by Mr. Hoffman include BlackRock Kelso Capital Corporation, Apollo Investment Corporation and THL Credit, Inc.

Mr. Hoffman counsels operating companies, such as Yahoo! Inc., in connection with investment company status issues. He advised Fortress Investment Group LLC and Och-Ziff Capital Management Group LLC in connection with their initial public offerings. He has counseled numerous mortgage REITs in connection with investment company status issues, including:

• American Capital Agency Corporation
• Arbor Realty Trust
• Core Investment Trust Inc.
• Newcastle Investment Corporation
• Quadra Realty Trust, Inc.
• Starwood Property Trust, Inc.

Mr. Hoffman has counseled NaREIT in connection with Investment Company Act issues applicable to REITs.

In the financial products area, Mr. Hoffman has represented:

• XL Capital Ltd. in connection with a $500 million offering of asset-backed capital commitment securities;
• Merrill Lynch as structuring adviser and initial purchaser in connection with an aggregate of $800 million of asset-backed capital commitment in two offerings on behalf of Ambac Assurance Corporation;
• Shell Pension Trust Limited in connection with a $770 million offering of auction market preferred shares by its affiliates;
• Merrill Lynch as structuring adviser and initial purchaser in connection with a $1.125 billion offering of trust capital securities by Farmers Group, Inc. and a $550 million offering of trust capital securities by Fortis, Inc.; and
• US Airways in connection with structuring and issuing of more than $3 billion of enhanced equipment trust certificates in public and private offerings.

Mr. Hoffman has been repeatedly selected for inclusion in Chambers USA: America’s Leading Lawyers for Business.

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