Energy and Utilities

We represent companies of all sizes from major oil companies to development stage companies, as well as private equity investors, both in traditional oil and gas matters and in clean tech and alternative sources of energy.  We provide our energy industry clients with in depth experience in capital raising and corporate finance, private equity investments and partnerships, mergers and acquisitions, project finance, intellectual property, antitrust, compliance (FCPA, export control and trade sanctions) and litigation.

The energy industry is a worldwide driver of economic growth and development.  We represent companies of all sizes from major oil companies to development stage companies, as well as private equity investors, both in traditional oil and gas matters and in clean tech and alternative sources of energy.  We provide our energy industry clients with expertise in capital raising and corporate finance, private equity investments and partnerships, mergers and acquisitions, project finance, intellectual property, antitrust, compliance (FCPA, export control and trade sanctions) and litigation.

Business Reorganization and Restructuring

  • Bank of America, N.A./Patriot Coal Corporation: Represent Bank of America, N.A., as administrative agent under Patriot’s prepetition first lien credit facility, as administrative agent and letter of credit issuer under Patriot’s $302 million “second out” DIP letter of credit facility, and as a joint lead arranger and letter of credit issuer under Patriot’s $500 million “first out” DIP revolving credit and term loan facility. We played a lead role in negotiating the terms of Patriot’s chapter 11 plan and exit financing, which required the Bank of America-led syndicate and letter of credit issuers to consent to a partial rollout of the second DIP facility. 

    Bondholders/Enron Corp: Served as counsel to unofficial committees or groups of bondholders or other creditors in the Enron Corp. chapter 11 case.

    Calpine: Represented institutional client Calpine in its chapter 11 cases.  Also represented creditor Monarch (f/k/a/ Quadrangle) in the chapter 11 case of Calpine.

    Compañia Mega: Advised a group of U.S. investors (insurance companies) with the restructuring of Compañia Mega in Argentina.

    Crystallex International Corporation: Representing Crystallex International Corporation in its chapter 15 proceeding before the Delaware Bankruptcy Court.

    D.E. Shaw Laminar Portfolios LLC/Covanta Energy Corporation: Represented D.E. Shaw Laminar as an equity sponsor for the chapter 11 plan of Covanta Energy Corporation.

    National Energy & Gas Transmission: Advised National Energy & Gas in its chapter 11 case (f/k/a PG&E National Energy Group).

    Petroleum Geo-Services ASA: Represented PGS-ASA in its cross-border restructuring.

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Capital Markets

  • Alange Energy: Advised this Canadian-based oil and gas exploration and production company, with working interests in 12 properties in Colombia, on the U.S. corporate and securities law aspects of its C$70 million equity financing.

    Bpifrance: Advised Bpifrance in connection with Vallourec’s €1 billion equity fundraising.

    Warburg Pincus:  Represented funds affiliated with Warburg Pincus LLC in connection with the 60 million share offering of common stock by Laredo Petroleum Inc, valued at approximately $663 million.

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European Greenfield Projects

  • BNP Paribas: Represented BNP Paribas with the financing of a cogeneration facility within a larger mining project (Goro Nickel) in New Caledonia.

    Carthage Power Company/Rhades II: Represented Carthage Power Company with the drafting and negotiation of a number of project agreements relating to the Rhades II power plant in Tunisia.

    Crédit du Nord: Advised Crédit du Nord in the financing of a diesel power plant in Ghana.

    Dalkia: Advised Dalkia in numerous cogeneration projects in France and the Czech Republic.

    Électricité de France and China Datang Corporation: Represented EDF and China Datang in connection with their bid submission tendered to the Office National de l’Électricité (ONE) for the development of a 1320 MW coal-fired power plant in Safi, Morocco.

    Government of Mauritania: Represented Government of Mauritania in the restructuring of production sharing contracts entered into with a consortium with respect to exploration and production of offshore oil resources.

    Issuer/Natural Gas Project: Advised the issuer with a $875,000,000 natural gas pipeline project.

    Lyonnaise des Eaux de Casablanca: Represented Lyonnaise des Eaux de Casablanca, the water and power distribution concessionaire for the Casablanca region, with a restructuring of its concession and a limited recourse bond financing listed on the Casablanca stock exchange.

    Mitsui, QPIC, Sotraco/Methanol Production Facility: Represented a consortium of Kuwaiti petrochemical company QPIC, Mitsui and Algerian industrial and services’ company, Sotraco, with the design, construction and operation of a methanol production facility in Algeria.

    Mt. Isa Mines: Advised the lead arrangers of Mt. Isa Mines coal project financing.

    Poweo: Advised Poweo, the leading French independent power trader and producer (now a subsidiary of Direct Energie) with the following independent power producer projects:

    • the design, construction, financing, operation and maintenance of a 412 MW CCGT power plant in Pont-sur-Sambre, France.
    • the design, construction, financing, operation and maintenance of a 420 MW CCGT power plant in Toul, France.
    • the development of its CCGT project in Beaucaire, France (eventually moved to Toul, France).

    Statkraft: Advised Norwegian power utility Statkraft with its potential participation as a bidder in the French state procurement process for the award of hydroelectric concessions.

    Statkraft/CCGT Power Plant: Advised Norwegian power utility Statkraft with the development of a potential CCGT power plant in France.

    Suez/Water Treatment Plan: Advised group of affiliates in the drafting and negotiation of a construction contract for the design and construction of a water treatment plant and ancillary facilities in Amman, Jordan.

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European M&A, PE and Other Investments

  • Air Liquide: Represented Air Liquide, the world’s leading producer of gases, including oxygen, nitrogen, hydrogen and rare gases in a private placement of $700 million in senior unsecured notes.

    ArcLight Capital Partners: Advised on the following development stage project acquisitions for ArcLight Capital:

    • Turbine Power Plants: The construction and operation of three biomass-fired steam turbine power plants in France.
    • Wind Farms: The construction and operation of wind farms in France and the subsequent advise on the project until financial close.

    BP, Aral Group: Represented BP and Aral Group on the sale of a substantial part of their petrol station portfolio.

    Bregal Freshstream/Verwater: Represented Bregal Freshstream in its acquisition of a majority stake in Verwater, a Dutch oilfield services company, from investment firm Infestos.

    BTU Ventures: Advised BTU Ventures with the acquisition of a majority shareholding in the Rhades II CCGT power plant project.

    Caisse des Dépôts et Consignations: Advised Caisse des Dépôts et Consignations with the acquisition of a minority of the share capital of Gaz Electrictié de Grenoble.

    Crédit du Nord: Provided advise to Crédit du Nord regarding the acquisition financing of twelve wind farms in France.

    e.n.o. energy: Represented e.n.o., a leading manufacturer of wind turbines for the European market in the sale of two windfarms in France and Germany.

    Electricité de France (EDF): Represented EDF, a world-leading, French state-owned supplier of power, in the following transactions:

    • Montedison S.p.A: 1) Its €1.5 billion acquisition of 20 percent of the share capital of Montedison S.p.A., which resulted in EDF becoming a major shareholder; 2) its €5.5 billion public offer to buy 100 percent of the capital of Montedison; and 3) its €560 million acquisition of 100 percent of Fenice S.p.A.
    • Morrocco Power Plant: Represented EDF and China Datang with a joint bid submission tendered to the Office National de l’Électricité for the development of a 1320 MW coal-fired power plant in Safi, Morocco.
    • Photowatt International: The acquisition of Photowatt International, a now-bankrupt company active in the photovoltaic sector.

    Eurasia Drilling Company Limited (EDC): Advising the Special Committee of the board of directors of EDC on the terms of a take-private transaction by management and certain core shareholders which values EDC at approximately US$1.7 billion.

    Eurofideme: Represented Natixis fund Eurofideme with the acquisition of a stake in a holding company of energy assets, including biomass plants, wind farms and photovoltaic installations.

    Exeltium II/EDF: Advised Exeltium, the electricity consortium formed by more than 20 large industrial companies in France, on the following transactions:

    • pending financing of the €2 billion upfront payment for the purchase of electricity from French energy provider EDF under a limited recourse project financing scheme for its on-sale to Exeltium II clients.

    Maurel & Prom/Tuscany International Drilling Inc. (Drilling Activities):  Represented oil & gas company Maurel & Prom in its acquisition of Tuscany International Drilling Inc.’s drilling activities in Africa.

    Petroplus: Advised Petroplus with the acquisition of two oil refineries in France.

    Statkraft: Advised the Norweigan power utility Statkraft in the proposed acquisition of a stake in a solar (photovoltaic) project in France.

    Zenith Energy/BP: Advised Zenith Energy, a portfolio company of Warburg Pincus, in its agreement to acquire a liquids storage terminal facility located in the port of Amsterdam from BP plc.

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European Regulatory and Antitrust

  • Caisse des Dépôts et Consignation: Provided counsel with the awarding of a bid to construct and operate a hydro-electric plant by a local public-owned company (SEM).

    Direct Energie: Advised Direct Energie regarding disputes relating to the planning and environmental authorizations required for the construction of a CCGT power plant in the Oise Region.

    EDF/Edison: Advised EDF on the antitrust aspects of the € 700 million acquisition of Edison in Italy.

    GDF Suez: Advised GDF Suez in two major proceedings before the European Commission related to an alleged restrictive market-sharing arrangement with German gas company E.On/Ruhrgas and alleged abuse of a dominant position concerning access to GDF Suez’s transport infrastructures.

    Perstorp: Provided counsel to Perstorp on merger control and environmental law issues with its joint venture with PTT Global Chemical.

    Petroplus: Represented Petroplus in its shutdown of one of its French refineries and advised regarding the notification of central authorities. Assisted in negotiations with local environmental authorities and stakeholders.

    Several mining operators: Advised several mining operators in the negotiations with the central authorities regarding the assignment of mining permits and concessions.  

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Litigation and Investigation

  • Bartesch v. Cook: Obtained dismissal with prejudice of securities fraud class action lawsuit brought in Delaware federal court against former directors and officers of geothermal power company.

    C&D Technologies, Inc.: Defended C&D Technologies and directors in M&A shareholder litigation challenging a going-private transaction.

    Dayton Power and Light Corp. v. Forster, et al.: Served as chief trial lawyer for former CEO of Dayton Power and Light in litigation over company’s claim for $150 million and client’s counterclaim for improper withholding of benefits and alleged breach of fiduciary duty.  Reached settlement before jury deliberations with payment of $25 million to client and co-defendants.

    GDF Suez SA: Represented GDF Suez SA before the European Union’s General Court in its petition against penalties levied upon GDF and E. on AG stemming from a competition clause contained in a 1975 pipeline agreement.  We successfully secured a significant reduction in antitrust fines, slashing the penalties from €553 million to €320 million apiece - one of the largest reductions ever of EU antitrust fines.

    In re General Electric Co. Securities Litigation: Obtained dismissals on behalf of all major U.S. and foreign underwriters in major securities litigation involving a $12 billion offering of GE stock.

    General Electric v. United States: Served as counsel for GE in $1 billion dispute with government concerning pension and health care costs under government contracts.

    Independent Oil and Natural Gas Company: Advised one of the largest independent oil and natural gas companies in the U.S  in a comprehensive anticorruption risk assessment and FCPA compliance policy review. 

    International Extractive Company: Assisted a leading international extractive company based outside of the U.S. with an overhaul of its anticorruption controls and procedures.

    Multi-Billion-Dollar Oil and Gas Company: Selected to conduct a compliance program review by a multi-billion-dollar oil and gas company that is required by a court order, under the terms of a past settlement of FCPA charges, to conduct such a review.

    WTG v. ConocoPhillips, et al.: Represented investment bank in action by disappointed bidder against seller and its investment bank for breach of contract and tortious interference.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Acciona Energía Internacional S.A.: Represented Acciona Energía Internacional S.A., one of Spain's leaders in renewable energy, water and services and infrastructure development, in its €157 million sale of its German wind park portfolio to Swiss energy company Swisspower Renewables AG.

    Apex Energy: Advised management of Apex Energy, LLC in the formation of a strategic partnership with Apollo Global Management to invest in oil and gas properties in the Appalachian Basin.

    Bloomberg L.P.: Advised Bloomberg L.P. in the development of The Bloomberg – JFK Airport Park Solar Project, a state-of-the-art solar project that will enable Bloomberg's global headquarters in midtown Manhattan and its downtown data center to partially convert to clean solar energy.

    C&D Technologies, Inc./Angelo, Gordon & Co.: Advised C&D, a leading player in the power storage market, on its acquisition by an affiliate of investment firm Angelo, Gordon.

    Calvert Street Capital Partners/Castronics, Permian: Served as counsel to Calvert Street Capital Partners, as equity sponsor, and its acquisition vehicles with the acquisition financing for the acquisition of Castronics, LLC by IOS Acquisitions, Inc. and for an incremental financing for an acquisition of Permian.

    Carnelian Energy Capital LP/Percussion Petroleum LLC: Represented Carnelian Energy Capital LP in its capital commitment to Percussion Petroleum LLC,  an independent oil and natural gas company based in Houston.

    Cartesian Capital Group/Westport Innovations:  Represented Cartesian Capital Group LLC in its investment in Westport Innovations Inc., a Canadian company engineering the world's most advanced natural gas engines and vehicles.

    Celsia SA/GDF Suez: Represented Celsia SA, Colombia’s fourth-largest power producer, in its $840 million acquisition of stakes in seven power plants in Panama and Costa Rica from GDF Suez.

    Cubera/RigNet/KKR: Represented Cubera in the sale of a significant minority stake in upstream energy technology company RigNet, Inc. to funds advised or controlled by global private equity firm Kohlberg Kravis Roberts & Co. L.P.

    DLJ Merchant Banking Partners, Landis+Gyr/Toshiba: Represented DLJ in its role as the lead Landis+Gyr shareholder in the Swiss smart-metering and energy management company’s $2.3 billion sale to Toshiba.

    Energy Recapitalization and Restructuring Fund/Sabco Oil and Gas Corporation: Represented Energy Recapitalization, an energy fund jointly sponsored by Bluescape Resources and Carlson Capital, in several E&P partnerships and related oil and gas property acquisitions.

    Global Energy Capital: Serve as fund counsel to Global Energy Capital, a global energy services fund headquartered in Houston, Texas.

    Highbridge Capital Management/Louis Dreyfus Highbridge Energy LLC: Advised Highbridge Capital Management’s multi-strategy fund in the sale to two investor groups of the fund’s equity interests in Louis Dreyfus Highbridge Energy, LLC, a joint venture formed by the Louis Dreyfus Group and Highbridge Capital Management’s multi-strategy fund in December 2006.

    Irving Place Capital: Represented Irving Place Capital in the restructuring of its oil and gas partnership with NGP.

    Juniper Capital/ BoomTown Oil: Represented Juniper Capital in its strategic partnership with BoomTown Oil with respect to Eagle Ford Shale upstream oil and gas projects.

    Juniper Capital: Represented Juniper in multiple oil and gas transactions and portfolio company investments, including equity-line management team arrangements, cash and carry asset-level joint ventures and oil and gas acquisitions. Represented Juniper portfolio companies in a variety of oil and gas transactions. 

    Lime Rock Partners: Represented Lime Rock in the following matters:

    • SDI Gas: Represented Lime Rock in its LBO of SDI Gas, a Pennsylvania-based oilfield service company operating in the Marcellus and Utica Shales.
    • Funds IV and V: Served as fund counsel to Lime Rock’s two most recent funds.
    • UTEC: Represented Lime Rock in its LBO of UTEC, a Houston/Aberdeen-based subsea equipment manufacturer.
    • E&P Companies: Represented Lime Rock in various E&P and coal “equity line” arrangements with management teams.

    Lime Rock Partners, Quantum Energy Partners/RMP Energy Ltd./Orleans Energy: Served as U.S. counsel to private equity firms Lime Rock and Quantum Energy Partners in the combination of their portfolio companies RMP and Orleans Energy.

    Maritime Finance Company/KKR:  Represented Maritime Finance Co., a specialty finance company created to lend to the maritime industry, and its founders, Kristan Bodden and Gabriel Tolchinsky, in the company’s $580 million capitalization by Kohlberg Kravis Roberts & Co. L.P. and MerchCap Solutions LLC.

    Millennial Energy Partners: Serve as fund counsel and represented MEP in all of its oil and gas A&D transactions and joint ventures, including acquisitions, joint ventures and divestitures in the STACK play.

    OppenheimerFunds/SteelPath: Advised OppenheimerFunds, Inc., one of the nation's largest investment management companies, in an agreement to acquire SteelPath Capital Management LLC and SteelPath Fund Advisors LLC, collectively SteelPath, a leading energy infrastructure investment company focused on the Master Limited Partnership sector. 

    Post Oak Energy Capital: Serve as fund counsel to Post Oak Energy, a Houston based energy fund that targets upstream, midstream and energy services opportunities.

    Quantum Energy Partners: Represented Quantum Energy Partners in the following matters:

    • Gulf Coast Energy Resources: Represented Quantum as a co-investor with Warburg Pincus in the formation of Gulf Coast Energy Resources.
    • Legion II: Represented Quantum in various structuring aspects of Legion II, a Quantum portfolio company.

    Quintana Infrastructure and Development (QID)/First Energy Generation: Advised energy infrastructure investor QID on the equity consortium arrangements of the acquisition of two power plants from FirstEnergy Generation.

    Rexel/Société Commerciale Toutelectric (SCT): Advised Rexel, a global leader in the distribution of electrical supplies, on the competition aspects of its acquisition of the assets of rival SCT, an electrical supplies distributor operating in the southwest of France.

    Riverstone Holdings LLC: Represented energy and power-focused private equity firm Riverstone Holdings in the following matters:

    • EP Energy Corporation: Advised Riverstone on its equity consortium arrangements as part of an Apollo Global Management-led consortium’s $7.15 billion leveraged buyout of EP Energy. This deal was named “Private Equity Deal of the Year” at the 2013 IFLR Americas Awards.  
    • Legend Production Holdings: Represented Riverstone in the combination of Legend Production Holdings with KKR’s Premier Natural Resources. The combined company is now called Trinity River.
    • Liberty Resources I and II; Liberty Oilfield Services: Represented Riverstone in the formation of its Denver-based oil and gas portfolio company Liberty, headed by Chris Wright, and “re-up” of management in Liberty II. Represented Riverstone in the formation, initial capitalization and structuring of Liberty Oilfield Services, an energy services company focused on providing fracking services and solutions. Advised Liberty I in its definitive agreement to sell oil and gas property in the Bakken to Kodiak Oil & Gas Corp. for $660 million. Represented Liberty II in its $455 million acquisition of oil and gas assets in North Dakota's Williston Basin. Represented Liberty Oilfield Services in its acquisition of the U.S. fracturing, coiled tubing and cementing assets of Sanjel Corporation.
    • Proserv Group: Represent Riverstone in its recent acquisition of Proserv Group Inc., a global engineered products and services business focused on the offshore and subsea markets, from private equity firm Intervale Capital. Advised Proserv in its acquisition of Nautronix.
    • Rover Petroleum: Represented Riverstone in its up to $250 million equity commitment to Rover Petroleum, a newly formed, Dallas-based oil and gas company. Represented Rover Petroleum in a number oil and gas acquisitions and joint ventures.
    • Vantage Energy/Rice Energy: Represented Riverstone Holdings LLC, one of the major investors in Vantage Energy, in the sale of Vantage Energy I and II to Rice Energy, Inc. for approximately $2.7 billion.

    Roth & Rau/Meyer Burger Technology: Advised German solar power equipment company Roth & Rau AG on the €350 million voluntary public takeover offer from Meyer Burger Technology AG.

    Sage Midstream Ventures/Stonepeak Infrastructure Partners: Represented Sage Midstream Ventures in its equity commitment of up to $500 million from Stonepeak Infrastructure Partners.

    SpringBok Energy/NGP: Represented Dallas-based Springbok Energy Partners, LLC in its joint venture with Natural Gas Partners (NGP) to pursue investments in mineral and royalty interests.

    Technip/Air Liquide Global E&C Solutions Germany: Represented global energy industry project management, engineering and construction company Technip in its acquisition of Zimmer polymer technology business from Air Liquide Global E&C Solutions Germany.

    The CapStreet Group, LLC/T.F. Hudgins Holdings, LLC/Allied Reliability Group Holdings, LLC: Represented The CapStreet Group in the combination of portfolio company T.F. Hudgins Holdings and Allied Reliability Group Holdings.

    Third Point/Exco Resources: Represented Third Point with its PIPEs investment in Exco Resources.

    United Maritime Group, LLC/Oiltanking Holding Americas, Inc.: Represented United Maritime Group, an integrated transportation company focused on serving the U.S. and export coal and petroleum coke markets, in the sale of U.S. United Bulk Terminal, LLC.

    Warburg Pincus: Represented longtime client Warburg Pincus in the following energy-related co-investments:

    • Black Swan: Represented Warburg in its C$350 million investment in Calgary, Canada-based Black Swan, a privately held oil and gas exploration and production company.
    • Endurance Energy: Represented Warburg in its C$150 million investment in Canadian oil and gas explorer Endurance Energy Ltd., giving Warburg a majority stake in the company.
    • Velvet Energy: Represented Warburg in its co-investments in oil and gas exploration and production company Velvet Energy.

    Westport/Fuel Systems Solutions: Represented Westport in its merger with Fuel Systems Solutions to create a premier alternative fuel vehicle and engine company.

    Yildirim Group: Represented Yildirim Group in several transactions in Latin America including the acquisition of coal-mining assets in Colombia from CCX Carvao da Colombia SA (a unit of Eike Batista).

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Other Significant Matters

  • Berkshire Hathaway Subsidiaries/CenterPoint Energy Houston Electric, LLC: Represented various subsidiaries of Berkshire Hathaway with the $1.3 billion secured loan to CenterPoint Energy.

    Exeltium SA: Represented Exeltium SA, a project company that supplies electricity in France, in the successful refinancing of its €1.435 billion senior debt. This represents one of the most significant refinancings in the power sector this year.

    Morgan Stanley Senior Funding / Global Geophysical Services: Represented Morgan Stanley Senior Funding in its $85 million first lien exit facility to Global Geophysical Services, Inc., which provides seismic data to the oil and gas extraction industry. The facility comprises a $60 million term loan and a $25 million revolver.

    Pike Corporation/Court Square Capital Partners: Represented BofA Merrill Lynch as financial advisor to the Special Committee of the Board of Directors of Pike Corporation, one of the nation's largest specialty construction and engineering firms serving the electric power industry, in the sale of the company to Court Square Capital Partners in partnership with J. Eric Pike, Pike’s Chairman and Chief Executive Officer.

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