International and Domestic Trading and Finance. Corporate Structure and Governance. Securities and Finance Practice. Mergers & Acquisitions

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1 Craig is former managing partner of the firm's Chicago office and is a former member of the firm s Executive Committee. He regularly represents companies, banks, funds, boards of directors and special committees in a variety of corporate/finance matters, including corporate governance, financial transactions, international projects, mergers and acquisitions and complex commercial arrangements. His clients include Fortune 100 companies ranging in industries from oil trading to aerospace to food and beverage to banking/finance to steel manufacturing. International and Domestic Trading and Finance Craig R. Culbertson Partner T: F: cculbertson@mcguirewoods.com 77 West Wacker Drive Suite 4100 Chicago, IL PRACTICES Corporate Mergers and Acquisitions Corporate Finance and Capital Markets Commercial Litigation Master Limited Partnerships INDUSTRIES Energy Financial Services Food and Beverage Electric and Gas Utilities Oil and Gas Craig represents both domestic and foreign companies and funds in a variety of complex international and domestic crude oil and products and related transactions, particularly in the mid-stream oil, products and gas and sectors. His practice in this area encompasses acquisitions, joint ventures, pre-export financings, minority investments and complex commercial arrangements. Corporate Structure and Governance Craig is regularly involved in tender and exchange offers, proxy contests, auctions, acquisitions, defensive planning, going private transactions and other corporate governance matters. Securities and Finance Practice Craig represents numerous issuers, underwriters, banks, other lenders and borrowers, in a wide variety of equity and debt financing transactions, including pre-export financings. A few recent projects are highlighted below. Mergers & Acquisitions Craig represents the Fortune 500 as well as other companies and funds in diverse types of mergers and acquisitions, reorganizations, divestitures and spinoffs. Complex Commercial Contracts Craig represents numerous large companies and their subsidiaries, including Tesoro, MillerCoors, Tenneco, Core Petroleum, Union Pacific, Harvest Energy Trust, and Nidera Group in complex commercial contracts (particularly trading, supply chain and logistics matters). Craig has been named numerous times by Crain's Chicago Business as one of a total of 50 lawyers in "Who's Who in Chicago Business Community." In 2009, Craig participated in the Advanced Leadership Program at Northwestern University s Kellogg School of Management. McGuireWoods LLP 1

2 Craig has been invited to speak before numerous organizations, boards and groups with respect to various legal and business matters. EXPERIENCE Corporate Structure and Governance Representation of Tesoro in its Project Earle: the transfer of various logistics assets into Tesoro Logistics LLP and the IPO of that Master Limited Partnership. Representation of Tenneco Inc. in its cash tender offer for $1.2 billion in note and debenture securities. Representation of Tenneco Inc. in its $1.1 billion registered exchange offer of Tenneco Packaging note and debenture securities for outstanding Tenneco Inc. note and debenture securities. Representation of Tesoro in its Project Franklin: the $2.5 billion acquisition from BP of a large complex oil refinery and related logistics assets located in Southern California. Representation of the chairman/ceo of a Fortune 1000 company in the buyout of his interests after a board dispute. Securities and Finance Representation of Tenneco Inc. in its $3 billion Revolving Credit and Competitive Advance Facility by Chase Manhattan Bank, as agent. Representation of LUKOIL (largest Russian oil company) in a $1.5 billion longterm export-backed financing by a consortium of five western money-center banks (structured and negotiated but not closed due to collapse of Russian economy). Representation of Newport News Shipbuilding Inc., in the issuance of $400,000,000 of High Yield Senior Notes and Senior Subordinated Notes initially purchased by J.P. Morgan & Co., CF First Boston, Morgan Stanley & Co., Incorporated, BA Securities, Inc. and NationsBanc Capital Markets, Inc. and the subsequent exchange offer for Notes registered with the SEC. Representation of Pacalta Resources in an oil field financing by Barclays Bank. Representation of TALON International Energy Ltd. in its IPO. Representation of Pacalta Resources Ltd. in its $120 million offering of high-yield notes pursuant to Rule 144A, and the subsequent exchange for registered notes. Representation of Indian Refining Company in a refinery refurbishment financing. Representation of Pacalta Resources in a financing to construct an electric power generating plant for oil fields in Ecuador. Representation of Powerine Oil Company in $70 million refinery refurbishment financing by Societe Generale. Representation of Castle Energy Corporation in connection with a public secondary offering of common stock. Representation of a leading money-center bank in a large syndicated financing for a healthcare administration company. Representation of a leading money-center bank in its financing of a major Ohio utility. Representation of a leading Chicago bank in ongoing, complex financing McGuireWoods LLP 2

3 transactions for a National Football League franchise and its owner. Representation of the underwriters in the IPO of Private Bank Corp. Representation of a leading money-center bank in a large syndicated financing for a publicly held technology company. Representation of STS Consultants (environmental consulting firm) in a number of debt financings. Representation of itracs Corporation in numerous equity, mezzanine and senior financing transactions. International Representation of LUKOIL (largest Russian oil company) in a $1.5 billion longterm export-backed financing by a consortium of five western money-center banks. Representation of Castor Petroleum in its ongoing projects respecting the Petroterminal de Panama oil pipeline and other international supply, trading shipping and logistics transactions. U.S. counsel for The Sebastopol Group, a U.S./Colombian group constructing a $200 million oil refinery in Colombia. Work includes structuring and negotiating financing (Ex-Im Bank), engineering contracts and crude oil and product offtake agreements with the government-owned oil company. Representation of Pacalta Resources (Canadian energy company) in an Ecuadorian oil field financing by Barclays Bank. Representation of Pacalta Resources in a financing to construct an electric power generating plant for oil fields in Ecuador. Mergers & Acquisitions Representation of Tenneco Inc. in its multi-year, multibillion-dollar corporate restructuring which included numerous acquisitions, mergers, spin-offs and divestitures and ultimately resulted in the creation of several separate public companies, including Case Corporation, Newport News Shipbuilding, Pactiv Corporation and Tenneco Automotive. Transactions included the sale of the Tennessee Gas Pipeline System Representation of Harvest Energy Trust in its $1.6 billion acquisition from Vitol Group of the Come-by-Chance Oil Refinery in Newfoundland. Representation of North Atlantic Refining Company in the sale of its oil refinery to the state-owned South Korean oil company. Representation of North Atlantic Refining Company in complex, multimilliondollar, long-term supply and offtake agreements with Macquarie. Representation of Tesoro in various M&A, commercial and corporate matters. Representation of LTD Commodities in the acquisition of a competing catalogue company. Representation of Castle Energy Corporation in the acquisition of oil and gas wells from Atlantic Richfield Company and its subsidiaries for approximately $2 billion. Representation of Castle Energy Corporation in connection with the acquisition of Powerine Oil Refinery valued at over $580 million. McGuireWoods LLP 3

4 Representation of Castle Energy Corporation in connection with the Indian Oil Refinery valued at over $500 million. Representation of Boeing in various M&A matters. Representation of General Dynamics in its multi-year, multi-billion dollar divestiture of various business lines, including its F-16 production facility and its Data Processing Division. Representation of MillerCoors in various corporate, commercial and other matters. Representation of Continental Grain (Conti Group of Companies) in the sale of its barge business to American Barge Lines. Representation of 11 separate companies (under United States Mutual Association umbrella) in their sale to a NY-based financing buyer. Representation of Beltone and owners in a complex re-cap sale of the hearing aid business to a financial buyer group. Representation of private equity firms in the sale and subsequent divestiture of WL Plastics Company. Representation of private equity firms in the sale and subsequent divestiture of Econolight Company. Representation of private equity firms in the acquisition of a window manufacturer. Representation of numerous private equity, mezzanine and similar and other funds and groups in their M&A activities throughout the United States. Representation of Mucho.com, a small business portal in its merger with publiclytraded Team America, and related bank and mezzanine financing. EDUCATION Loyola University Chicago, JD, summa cum laude, 1980 Davidson College, BA, cum laude, 1977 ADMISSIONS Illinois HONORS Named to "Illinois Super Lawyers," Securities & Corporate Finance, Mergers & Acquisitions, Energy & Natural Resources, Super Lawyers, Thomson Reuters, Selected for inclusion in "Who's Who in Chicago Business," Crain's Chicago Business, 2012 Named a "Top Finance Attorney," Illinois, Leading Lawyers Magazine, 2012 AFFILIATIONS Board Member, Northwestern University Center on Wrongful Convictions; Lead or participation in several amicus briefs Member; Advisory Panel; Corporate Governance Committee, American Bar Association McGuireWoods LLP 4

5 Fellow, American Bar Foundation National Association of Corporate Directors Vice Chair, "Investing in Justice" Campaigns, Chicago Bar Association, Board of Directors and Member of the Executive and Finance Committees, Abraham Lincoln Presidential Library and Foundation Member of Blue Ribbon Panel to select Chicago Magazines' annual list of "Super Lawyers" Chairman Emeritus of the Board, Voices for Illinois Children Board of Directors; Outside General Counsel, Chicago Catalyst Charter Schools Board of Directors, St. Anthony Hospital Foundation Member, The Commercial Club of Chicago Member, The Economic Club of Chicago Member, The Chicago Club Member, The Dunes Club Member, Royal Dornoch Club, Sutherland, Scotland The McGuireWoods website provides information of general interest to the public. The website does not offer legal advice about specific situations or problems. You should consult a McGuireWoods lawyer if you have legal issues requiring attention. Nothing on this site creates an express or implied contract. McGuireWoods does not intend to create an attorney-client relationship by inviting you to contact us. Unless and until we and you agree that we will represent you, we will not have any duties to you, including any duty to keep what you send us confidential or any duty to protect your interests. This means that nothing you send us will be kept confidential, unless we mutually agree that we will keep it confidential. Past legal successes described on this website are not indicators of future results. The outcome of particular legal matters is dependent upon the facts and law applicable to the matters. McGuireWoods LLP 5