Harmon, William J.

Current Employment Position(s)

Of Counsel

Lawyer Overview

Bill Harmon is a senior member of the Firm's energy delivery and power practice. He has 25 years experience in corporate and regulatory matters relating to electric, gas, and water utilities. In the area of mergers and acquisitions, he has coordinated corporate reorganizations of major public utility companies in several states and advised on corporate and regulatory aspects of numerous major merger transactions. In addition, he has advised utility companies in Nevada, Florida, South Carolina, Connecticut, Oklahoma, and Minnesota on corporate structure. This work has included corporate (articles of incorporation, merger agreements, and other documentation), strategic planning (analysis and implementation of antitakeover provisions and impact of regulation on strategic options), disclosure (proxy statements for shareholder meetings), securities (SEC registration of new securities offered), and regulatory (applications and other pleadings with state and federal public utility commissions).

Bill acts as outside regulatory counsel for Public Utility Holding Company Act matters for several companies. He has been active in all aspects of the energy field, participating in groups coordinated by the Edison Electric Institute advocating industry positions on rulemaking proposals of the Securities and Exchange Commission and the Federal Energy Regulatory Commission. Bill has commented for clients on proposed energy legislation in Congress as well as utility-related legislation and rulemaking at the state level. He is a member of The Chicago Bar Association.

Bill's experience includes:Holding Company Formations: Advised on corporate and regulatory aspects of formation of utility holding companies in the following states: Wisconsin (Wisconsin Power & Light Company/WPL Holdings, Inc.), Illinois (Central Illinois Public Service Company/CIPSCO Inc.), Kentucky (Kentucky Utilities Company/KU Energy Corp.), and Michigan (The Detroit Edison Company/DTE Energy Corp.).

Utility Mergers and Acquisitions: Represented CIPSCO in its merger with Union Electric Company, which formed the registered holding company Ameren Corporation; KU Energy in its merger with LG&E Energy; Nevada Power Company in its merger with Sierra Pacific Resources; CTG Resources in its merger with Energy East; Unicom in its merger with PECO Energy Company, which formed Exelon Corporation; FirstEnergy in its merger with GPU; and Ameren in its 2003 acquisition of CILCORP. He also provided regulatory advice on Ameren's acquisition of Illinois Power Company.

Outside PUHCA Regulatory Counsel: Acts as outside regulatory counsel on Public Utility Holding Company Act matters for Exelon Corporation, SCANA Corp., DPL Inc., CenterPoint Energy, Great Plains Natural Gas Company, and Ameren Corporation.

Corporate Finance: In the finance area, Bill has 25 years of experience managing more than 35 major securities offerings from 1993 through 2004 totaling over $3 billion, principally in underwritten public offerings. Of these, about one half were SEC-registered offerings. The others were tax-exempt, nonregistered public offerings or private placements. Many of the transactions involved complex refinancings and several included various types of derivative, auction, and variable rate securities. He acted as underwriters' counsel to Prudential Securities, PaineWebber, and Merrill Lynch in Rule 144A/registered exchange offer transaction for Nevada Power Company and was company counsel to Ameren Energy Generating Company in a similar $425 million offering in 2000 and $225 million transaction in 2002. Other utility-related financings include common stock, preferred stock, first mortgage bonds, and other debt instruments for Central Illinois Public Service Co., Kentucky Utilities Co., Aqua Illinois (formerly Consumers Illinois Water Company), and Illinois-American Water Company, among others. He has also done work for major health care institutions and systems including Bon Secours Health System in Maryland and Advocate Health Care in Illinois.

In addition, Bill acted as underwriters' counsel to Morgan Stanley Dean Witter, Salomon Smith Barney, and the First National Bank of Chicago in more than 13 transactions for Loyola University Chicago and its affiliate Loyola University Health System from 1984 through 1997. From 1997 to the present, he has represented Loyola University Chicago in finance-related matters, including an $184 million refinancing in 1997, a $125 million medium-term note program, a $30 million Illinois Educational Facilities Commercial Paper Pool Program, as well as a $107 million refunding and financing for new facilities in 2003 and a $60 million financing in 2004.

Corporate Governance and Compliance: In the area of securities law compliance, Bill has 25 years experience with disclosure and reporting requirements under federal securities laws. He has advised several major public companies, including many utilities, and their senior officers and directors on requirements for annual and other periodic reports, proxy statements, stock exchange requirements, analysis of litigation and environmental exposure, securities registration requirements, short-swing trading prohibitions, and officer and director reporting requirements. He also has experience in the areas of securities law requirements of employee benefit plans and dividend reinvestment plans.

Areas of Practice

• Energy
• Capital Markets
• Health Care
• Banking & Finance
• Energy Finance
• Project Finance
• Energy Regulatory
• Energy Transactions
• Finance/Health Care
• Energy/Utilities

Representative Cases

• AEP secures FERC order disclaiming jurisdiction
• Ameren acquires CILCORP for $1.35 billion
• Ameren and subsidiaries solidify $2.1 billion package of credit agreement amendments and new facilities , (2009)
• Ameren Energy completes exchange offer for Series F Senior Notes
• Ameren Energy completes project bond financing for acquisition of generation assets
• Ameren Energy issues $275 million of Senior Notes due 2032 in a Rule 144A and Regulation S offering
• Ameren Energy issues $300 million of 7.00% Senior Notes due 2018 in a Rule 144A and Regulation S offering , (2009)
• Ameren obtains loan facility
• Ameren receives antitrust and regulatory approvals for Illinois Power acquisition
• Ameren seeks help with PUHCA compliance
• Ameren undergoes internal reorganization
• Aqua Illinois issues $10.5 million of Series W First Mortgage Bonds in a private placement with NatCity Investments
• CenterPoint complies with PUHCA 1935 requirements
• Central Illinois Public Service Company obtains federal and Illinois regulatory approvals to form holding company
• CIPSCO merges with Union Electric, creating Ameren Corporation
• CTG Resources merges with Energy East Corporation in $554 million stock-for-stock merger
• Detroit Edison forms holding company in compliance with PUHCA 1935 requirements
• DPL and subsidiaries obtain certification of exempt wholesale generator status of generating company subsidiary
• Exelon and subsidiaries obtain SEC approvals under PUHCA 1935
• Exelon obtains regulatory approvals for merger with Public Service Enterprise Group
• FirstEnergy acquires GPU, Inc. for $10.9 billion
• Great Plains Natural Gas achieves PUHCA compliance for strategic expansion
• Kentucky Utilities forms holding company in compliance with PUHCA 1935
• KU Energy Corp merges with LG&E Corp.
• Loyola University Chicago completes a public offering of $27.6 million of Illinois Finance Authority Revenue Refunding Bonds
• Nevada Power merges with Sierra Pacific Resources
• Otter Tail completes its transition to a holding company structure , (2009)
• SCANA complies with SEC requirements under PUHCA 1935
• Unicom Corporation merges with PECO Energy
• Wisconsin Power and Light forms holding company in compliance with SEC requirements under PUHCA 1935

West Practice Categories

Banking & Finance Law, Business & Commercial Law, Commercial Banks, Commercial Leasing, Credit Unions, Debtor/Creditor, Disability, Elder Law, Food & Drug Administration, Health & Health Care Law, Hospital Law, International Banking, Lending & Secured Transactions, Loan Workouts, Medicare & Medicaid, Mental Health, Mortgages & Foreclosures, Nursing Home, Public Finance, Savings & Thrifts, Social Security -- Disability, State & Municipal Bonds & Financing, Venture Capital

Bar Admissions

• Illinois

Education

• Bradley University
• U of Illinois - Urbana (Main)

Published Works

• Federal Energy Regulatory Commission Regulation of Securities, 2009
• FERC Interlocking Director Rules—A Guide to Compliance, 2006
• FERC Slams Door on Interlocking Officer and Director Rules, 2005
• Energy Policy Act Of 2005: New Law To Produce Significant Changes In Electric Sector, 2005
• FERC Tightens Interlocking Officer and Director Rules, 2005
• New Life in the Old Law, 2004
• FERC Cracks Down on Violations of Interlocking Director Rules, 2004
• Investing in U.S. Utility Assets, 2004
• New FERC Financial Reporting Requirements Begin April 2004, 2004
• FERC Issues Final Rule for Cash Management Arrangements -- Filings Due by December 11, 2003, 2003
• FERC Issues Rule Regulating Utility Inter-Company Financing Transactions, 2003
• FERC Proposes New Financial Reporting Requirements, 2003
• FERC Issues New Rules Governing the Accounting, Reporting and Rate Filing Requirements for Asset Retirement Obligations, 2003
• FERC Sets New Conditions for Approval of Utility Debt Issues, 2003
• More Enron Fallout -- Unsuspecting Utilities Could be Adversely Affected, 2003
• SEC Approves Acquisition of Powergen plc by E.ON AG to Form Largest U.S. Registered Holding Company, 2002
• SEC Adopts New Procedure for Deciding PUHCA Cases, 2002
• More Uncertainty for Utility M&A: DC Circuit Rejects SEC Approval of American Electric Power - Central and South West Corp. Merger, 2002
• SEC Creates New "Temporary" Exemption under PUHCA - Also Clarifies How Large an "Immaterial" Subsidiary Can Be, 2001
• Will Compliance with FERC's Order 2000 RTO Rules Cause You Problems Under the Public Utility Holding Company Act?, 2001
• SEC Proposes New Rules Governing Investment in Foreign Utility Companies, 2001
• FERC Approval for Interlocking Directors - New Actions for Utilities to Take By April 30, 2001, 2001

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