$98,000,000 Joint Acquisition of a 60 MW Energy Projects Operator

Represented Zahren Alternative Power Corporation (ZAPCO), a Connecticut-based owner and operator of 60 MW of renewable energy projects around the country, in its acquisition by U. S. Energy Systems, Inc., an independent power producer, and its joint venture partner, Cinergy Solutions, Inc., an affiliate of Cincinnati-based Cinergy Corp., one of the nation's leading diversified energy companies. The transaction, valued at approximately $98,000,000, included $10,000,000 in U. S. Energy Systems' common stock; $3,000,000 in convertible preferred stock; $12,000,000 in cash and approximately $73,000,000 in existing non-recourse project financing.