Clint M. Hanni Experience Clint Hanni practices in the Corporate Group of the Salt Lake City Office. His finance law practice focuses on all aspects of renewable energy project finance law, commercial finance and debt finance. He has negotiated and drafted a broad array of commercial finance, debt finance and renewable energy project finance loan documents, including credit agreements, loan agreements, security agreements, guaranties, pledge agreements, forbearance agreements, loan modification agreements, promissory notes, intercreditor agreements and subordination agreements. He represents clients located within Utah and outside Utah, including California and other western states. His work as a lawyer has included a wide range of commercial finance transactions, including large syndicated credit facilities, private placements and single-lender transactions. He represents both borrowers and financial institutions, including national banks and Utah-based banks, asset-based lending companies, equipment finance companies and financial service companies. He has experience in multiple-creditor settings and second-lien finance. He also has experience as a Salt Lake City-based lawyer in debt finance restructuring, loan workout finance, debtor-in-possession (DIP) finance, contract renegotiation, commercial project finance and real estate finance. Clint has applied his knowledge of Of Counsel Salt Lake City, UT (801) 578-6904 direct (801) 578-6999 fax clint.hanni@stoel.com commercial finance and project finance to renewable energy projects, including wind, ethanol, solar and geothermal renewable energy projects. He is an expert on all Education aspects of the Uniform Commercial Code (UCC) of Utah and California. Fulbright Graduate Research Fellow, Clint has counseled clients in a wide variety of corporate matters, including mergers and acquisitions, stock purchase agreements, asset purchase agreements, venture capital finance, employment agreements, joint ventures, reorganizations and third- 1991-92 Columbia University School of Law, J.D., 1991 party legal opinions. He has a high degree of interest in law firms using flat-fee Harlan Fiske Stone Scholar billing, fixed-fee billing and other creative alternative billing arrangements to better FLAS Fellowship in Japanese language serve the needs of clients that no longer wish to pay by the billable hour. studies Articles Editor, Journal of Asian Law Prior to joining Stoel Rives, Clint practiced at VanCott, Bagley, Cornwall & McCarthy in Salt Lake City, Utah (1997-1998) and O'Melveny & Myers LLP in Los Angeles, California Tokyo University Faculty of Law, Brigham Young University, B.A., 1987, summa cum laude (1992-1997). Representative Work Nanjing University, Chinese language studies, 1987 Renewable Energy Project Finance Represented a large manufacturer and marketer of polysilicon for the renewable Admissions energy solar market in the review of major polysilicon supply contracts. California Represented the underwriters in the IPO of a major developer of renewable Utah energy wind projects in Southern California. Languages Japanese Clint M. Hanni Represented the developer/owner of a 50 million gallon-per-year renewable energy ethanol plant in California in negotiating, documenting and closing $70 million in renewable energy project finance. Represented the developer/owner of a 50 million gallon-per-year renewable energy ethanol plant in Arizona in negotiating $50 million in renewable energy project finance to be provided by a syndicate of banks. Represented an electrical utility in the issuance of annual legal opinions relating to revenue bonds. Represented a large energy trading company in its review and analysis of electrical power purchase agreements. Workout and Restructuring Represented the owner/operator of a 55 million gallon-per-year corn ethanol project in a major debt restructuring and workout of $70 million in renewable energy project finance. The plant was completed in 2009 and was one of the most efficient renewable energy ethanol projects in operation in California at the time. Represented a consortium of Chapter 11 debtors developing a large real estate project. Had principal responsibility for reviewing terms of the loan agreement and security documents for a $24 million debtor-in-possession loan as part of an overall workout package. Represented a group of lenders providing $7 million in debt restructuring and workout finance to a Chapter 11 debtor in the boat construction industry. Had principal responsibility for negotiating and drafting loan modification terms for loan agreements and security documents constituting the debt restructuring and workout package. Represented a group of borrowers in negotiating and drafting loan modification workout terms for loans totaling $50 million provided by a national bank to finance the development of a residential/resort real estate project. Represented a large Canadian bank in negotiating and drafting workout terms for a $12.5 million loan secured by corporate stock resulting in payment in full of all amounts outstanding. Commercial Finance Represents a large bank in the review and drafting of loan documents based on a flat-fee/fixed-fee billing arrangement. Represented a large nutraceutical manufacturer in negotiating and documenting an $80 million secured credit facility for acquisition and working capital purposes. Represented the lead lender in a $3 billion unsecured credit facility provided by a syndicate consisting of 39 banks to a nat ional grocery store chain for working capital purposes. Represented the lead lender in a $190 million secured credit facility provided by a syndicate of 19 banks to a manufacturer of office equipment for acquisition financing. Represented the lead lender in a $450 million secured credit facility provided to a borrower in the manufacturi ng sector for acquisition and working capital finance. Represented the lead lender in a $400 million secured credit facility provided to a major player in the gasoline refining and marketing industry. Clint M. Hanni Represented a national financial institution in the negotiation and drafting of documents relating to its role as issuer under a $500 million letter of credit facility. Represented the lead lender in a $180 million secured credit facility provided by a syndicate of four lenders to a media indu stry company. Represented a national insurance company in a $28 million private placement of senior notes by a manufacturer of synthetic lumber. Represented a national insurance company in a $34 million private placement of senior notes by a lessor of construction equipment. Represented the issuer of $19 million in notes that were subordinated to three senior credit facilities pursuant to a complex subordination agreement. Represented a real estate commercial lender in an $18.5 million second-lien finance loan provided to a grocery store chain in the Pacific Northwest. Represented the borrower in its assumption of approximately $148 million of senior notes issued by an acquired company. Represented a leading provider of air ambulance services as borrower in an $18.5 million credit facility secured by aircraft and personal property. Represented the issuer of approximately $50 million in revenue bonds relating to an airport improvement project. Represented a school district as issuer of $11 million in revenue bonds relating to the refinancing of a prior issuance of bonds. Represented a start-up company developing laser technology from inception through three rounds of funding that raised over $5 million. Bank Mergers and Acquisitions Represented a major gas utility in the West in its sale of a federal savings bank subsidiary in a deal valued at $190 million. Represented a federal savings bank in its sale of deposit accounts and other assets in a transaction valued at $1.1 billion. Mergers and Acquisitions Represented a public relations firm in its acquisition by a foreign buyer for aggregate cash consideration of approximately $23 million. Represented a department store chain in its acquisition by a national chain in a transaction valued at approximately $50 mill ion. Represented the founders of a medical device company in the acquisition of their stock by a public company in a transaction valued at $6 million. Represented a manufacturer of flow technology for piping and ducting systems in a $3.5 million acquisition of a Utah technology company. Represented the shareholders of a manufacturer of pre cast concrete products in the sale of their stock to a large national company in a transaction valued at $17.2 million. Clint M. Hanni Professional Honors and Activities Member, State Bar of California Business Law and International Law sections Member, Utah State Bar Banking and Finance, Business Law, Corporate Counsel, and International Law sections Member, American Bar Association Business Law and International Law sections Member, Central Utah Bar Presentations "How to Negotiate Effectively with Your Bank to Restructure a Loan," Stoel Rives LLP, Salt Lake City, Utah, Feb. 2, 2010, and May 26, 2010 Publications "Loan Restructuring: Effective Negotiation for Borrowers," Bloomberg Law Reports, Oct. 2010 "Strike a Bargain: Negotiate to Modify a Loan," Utah Business magazine, Feb. 2010