Representation of Special Committees

We represent special committees of the boards of public companies. These representations involve advising the committee on the process to be followed in considering proposed transactions to comply with fiduciary duties and applicable law, evaluating and negotiating complex proposed transactions, and participating in meetings of the committee and discussions with financial and other advisors. We have represented:

• The Special Committee of the Board of the general partner of Atlas Pipeline Partners, L.P. in the Special Committee's evaluation of an approximately $400 million asset sale by Atlas Pipeline to Atlas Energy, Inc., the corporation that controlled the general partner of Atlas Pipeline. Both Atlas Pipeline and Atlas Energy were publicly held entities.

• The Special Committee of the Board of Directors of MTR Gaming Group, Inc. in its consideration of a proposed buyout by certain senior executives of MTR and other strategic alternatives available to MTR.

• The Special Committee of the Board of Directors of a portfolio company of a private equity firm in connection with a proposed debt and equity recapitalization transaction of the company. The private equity firm was the majority equity holder as well as a lender to the portfolio company.

• The Board of Directors and management of a large public company in setting up appropriate processes to consider and evaluate a potential transaction with a major shareholder that also had Board representation.