Energy Corporate and Transactions: Areas of Competency

Mergers & Acquisitions

  • Mergers, acquisitions, divestitures and asset transactions
  • Joint ventures and strategic alliances
  • Tender offers
  • Leveraged buy-outs (LBOs)/Management buy-outs (MBOs)
  • General due diligence
  • Business restructurings and reorganizations
  • Special committee representation
  • Regulatory approval
  • National security reviews under the Committee on Foreign Investment in the United States (CFIUS)
  • Federal/state commission cross-subsidy issues
  • Preliminary Federal Power Act (FPA) market power analyses
  • Section 203 and/or FPA Section 205

Corporate Governance

  • Corporate structuring, governance and executive compensation advice
  • Transaction structure, timing and tax planning
  • Negotiation of underwriting or purchase agreements, trust indentures and other transaction documents
  • Registration statements and prospectus/offering circular preparation
  • Regulatory and corporate law advice
  • Environmental disclosure issues
  • Liquidity issues
  • Disclosure of litigation
  • Pending acquisitions/dispositions disclosure

Corporate Finance 

  • Formation of private equity funds and other investment funds
  • Raising development or expansion capital
  • Management buy-out, buy-in or similar of companies, divisions or subsidiaries
  • Infrastructure finance
  • Public-private partnerships and privatizations
  • Secondary equity issues (private placements or stock)
  • Raising debt and restructuring debt
  • Portfolio investments and other investment strategies
  • Term loan and revolving credit facilities

Project Development & Finance

  • Site acquisition and control (including land easements and ground leases)
  • Land use, permitting and environmental compliance
  • Engineering, procurement and construction contracts
  • Power purchase agreements
  • Interconnection and transmission agreements
  • Equipment purchase and warranty agreements
  • Operation and maintenance agreements
  • Early stage capital
  • Construction and term lending
  • Tax-equity partnerships
  • Sale-leasebacks
  • Equipment financing
  • Front and back leveraging and other financing structures

Capital Markets

  • Equity offerings (traditional underwritings, at-the-market offerings and forward sales)
  • Investment-grade debt
  • Hybrid securities offerings
  • Short-term debt offerings
  • Commercial paper programs
  • Daily and weekly reset obligations
  • Tax-exempt pollution control bond financings
  • Long-term fixed rate bonds
  • “Put” bond structures and variable
  • Rate-demand obligations
  • High-yield debt offerings and acquisition financing
  • Syndicated and bilateral term loan and revolving-credit facilities
  • Debt exchanges and debt restructurings
  • Equity-repurchase transactions (tender offers and accelerated repurchase programs)
  • Private placements and Rule 144A/Regulation S offerings

Energy Trading 

Private Equity

Tax Equity

Utility Tax

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