Energy M&A Regulatory Approvals

Once an afterthought, federal regulatory approval of energy transactions is now a key driver of deal structures. Troutman Sanders represents and advises utilities, utility holding companies, non-utility generators, project developers, transmission owners, upstream investors and power marketers on regulatory matters related to mergers, acquisitions and asset transactions.

In recent years, our energy lawyers have served as lead regulatory counsel on some of the largest electric and natural gas M&A deals in the industry. We are particularly known for our experience handling Section 203 approvals under the Federal Power Act (FPA).

We advise clients on the regulatory profile of various deal structures, and help clients secure Federal Energy Regulatory Commission (FERC) approvals for the following:

  • Mergers and acquisitions
  • Asset acquisitions and divestitures
  • Upstream investments or changes in ownership of utilities, power marketers, projects and other entities considered by FERC to be “public utilities”

We also work frequently with numerous clients in securing ancillary FERC approvals for M&A activity, including FPA Section 204 approvals (for issuances of securities and assumption of liabilities) and Section 205 approvals (for filing of, or changes to, rate schedules and other FERC-jurisdictional agreements).

  • Represented two large, vertically integrated utilities in their acquisition by an international utility holding company
  • Represented a utility holding company in its divestiture of a merchant generating business
  • Represented a utility holding company and its subsidiary in the divestiture of gas-fired generating assets
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