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Website: Wilson Sonsini Goodrich & Rosati - Gregory P.

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Gregory P. Broome

Energy & Clean Technology
Mergers & Acquisitions

One Market Street Gregory Broome is a partner in the San Francisco office of Wilson Sonsini
Spear Tower, Suite 3300 Goodrich & Sonsini, where his practice focuses on partnership and
San Francisco, CA 94105 corporate taxation matters, including significant experience in renewable
Phone | 415-947-2000 energy and project development and finance.
Fax | 415-947-2099 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.

z Represented solar and wind developers (including SunRun and
SolarCity) in tax-equity financings using pass-through lease, flip
partnership, and sale-leaseback structures
z 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
z Structured the purchase and disposition of a biomass-generating
facility that involved production tax credits
z Structured a private equity fund's acquisition of a group of companies
operating gas-recovery systems with activities expected to generate
production tax credits
z 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
z Represented a leading utility in connection with the $810 million
monetization of its communications assets through a leveraged-
partnership structure
z 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
z Represented a leading power company in $1 billion securitization of
"in the money" power purchase agreements
z Represented a leading power company in connection with its
issuance of $1 billion of contingent convertible zero coupon
z Advised the tax-free partnership division of a $3 billion dollar
publishing company 10/22/2009
Website: Wilson Sonsini Goodrich & Rosati - Gregory P. Broome Page 2 of 2

z Represented a leading hotel operator in connection with tax-favored

financing and 1031 exchanges
z 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
{ A U.S. insurer's disposition of its global property and casualty
{ The offering of a tax-free, exchange fund product by a large
financial institution

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


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

z State Bar of California
z State Bar of New York
z U.S. Tax Court 10/22/2009