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Website: Wilson Sonsini Goodrich & Rosati - Gregory P.

Broome

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Gregory P. Broome
Partner Tax Energy & Clean Technology Mergers & Acquisitions

CONTACT: One Market Street Spear Tower, Suite 3300 San Francisco, CA 94105 Phone | 415-947-2000 Fax | 415-947-2099 gbroome@wsgr.com

EXPERIENCE:
Gregory Broome is a partner in the San Francisco office of Wilson Sonsini Goodrich & Sonsini, where his practice focuses on partnership and corporate taxation matters, including significant experience in renewable energy and project development and finance. Greg has extensive experience with the federal-income taxation of a wide range of U.S. and international transactions, including tax-free reorganizations, mergers, acquisitions, and divestitures. In addition, he has structured hedge funds, private equity funds, and other private investment vehicles; tax-exempt organizations; financial products; and compensation. His representation in the energy field includes providing tax advice in connection with the acquisition and financing activities of public utilities and power-generation companies; the formation, purchase, and disposition of generation facilities that qualify for federal production tax credits, investment tax credits, and federal grants in lieu of investment tax credits; and advising a leading power company in the negotiation and sale of preferred equity partnership interests in a gas-fired generation project. Greg also has experience with projects involving wind, solar, and geothermal power. In addition, he has advised companies on taxation matters in many other fields, including publishing, hospitality, and retail and consumer goods. Prior to joining the firm, Greg was a partner at Thelen Reid Brown Raysman & Steiner in San Francisco.

REPRESENTATIVE MATTERS:
Represented solar and wind developers (including SunRun and SolarCity) in tax-equity financings using pass-through lease, flip partnership, and sale-leaseback structures Structured a $1.3 billion private equity fund focused on the energy sector whose investors consisted of taxable, tax-exempt, and foreign entities; provided advice in connection with the fund's potential equity investment in various renewable and traditional projects Structured the purchase and disposition of a biomass-generating facility that involved production tax credits Structured a private equity fund's acquisition of a group of companies operating gas-recovery systems with activities expected to generate production tax credits Represented a leading power company in the negotiation and sale of preferred-equity partnership interests and the subsequent overall financing of a gas-fired generation project focusing on allocation and distribution Represented a leading utility in connection with the $810 million monetization of its communications assets through a leveragedpartnership structure Represented public-private partnerships in the development, construction, financing, operation, and management of military facilities in South Carolina and Hawaii, including all partnership tax characterization and planning issues Represented a leading power company in $1 billion securitization of "in the money" power purchase agreements Represented a leading power company in connection with its issuance of $1 billion of contingent convertible zero coupon debentures Advised the tax-free partnership division of a $3 billion dollar publishing company

http://www.wsgr.com/WSGR/DBIndex.aspx?SectionName=attorneys/BIOS/10603.htm&... 10/22/2009

Website: Wilson Sonsini Goodrich & Rosati - Gregory P. Broome

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Represented a leading hotel operator in connection with tax-favored financing and 1031 exchanges Provided tax advice in connection with: A $200 million management buyout of a playing-card company A $40 million sale of water-purification systems The tax-free formation of private real estate investments trusts (REITs) to own and operate manufactured housing Public Australian companies' U.S. real estate activities, including participation in REIT market The acquisition activities of a large electronic data storage company A U.S. insurer's disposition of its global property and casualty business The offering of a tax-free, exchange fund product by a large financial institution

EDUCATION:
J.D., University of California, Berkeley, Boalt Hall School of Law, 1990 B.A., University of California, Santa Barbara, 1984

SELECT SPEAKING ENGAGEMENTS:
Greg has spoken at several conferences on the topics of mergers and acquisitions, utility financing, and the use of partnerships and limited liability companies.

ADMISSIONS:
State Bar of California State Bar of New York U.S. Tax Court

http://www.wsgr.com/WSGR/DBIndex.aspx?SectionName=attorneys/BIOS/10603.htm&... 10/22/2009