John Forbush

• Energy Bar Association

• “Getting The Deal Through 2023: Electricity Regulation in the US,” Lexology, 2023 edition

M&A-Related Matters

• Representation of Fortis Inc. in its $11.3 billion acquisition of ITC Holdings Corp., an electric transmission company in the Great Lakes and Great Plains regions, and representation of Fortis in its $1.2 billion partnership with GIC, a sovereign wealth fund formed by the Government of Singapore, in connection with the acquisition of ITC Holdings Corp.*
• Representation of Sempra Energy in an US$9.45 billion all-cash acquisition of approximately 80 percent of Oncor Electric Delivery Company, LLC, the operator of the largest electric transmission and distribution system in Texas and valued at US$18.8 billion. The transaction, which created the largest utility holding company in the United States, was named “M&A Deal of the Year” by The Deal in 2018.*
• Representation of Sempra Energy in connection with in the acquisition by Oncor of InfraREIT, Inc., for approximately US$1.275 billion and the concurrent acquisition by (i) Sempra Energy of a 50-percent interest in Sharyland Utilities, LP for approximately US$98 million; and (ii) Oncor, through subsidiaries of InfraREIT, of certain North and West Texas assets of Sharyland.*
• Representation of Sempra Energy in an US$3.37 billion sale to KKR of a non-controlling, 20 percent interest in Sempra Energy's new business platform, Sempra Infrastructure Partners. The transaction valued Sempra Infrastructure Partners, LP, at approximately US$25.2 billion.*
• Representation of Sempra Energy on its agreement to sell a non-controlling 10 percent interest in Sempra Infrastructure Partners, LP, to a subsidiary of the Abu Dhabi Investment Authority for US$1.78 billion in cash.*
• Representation of Devon Energy on its formation of NDB Midstream LLC, a strategic partnership between WaterBridge NDB LLC, a portfolio company of Five Point Energy LLC, and WPX Energy Permian, LLC, a subsidiary of Devon Energy Corp.*
• Representation of Korean investors in connection with investment in a portfolio of four wind projects in the US totaling 852 MWs, located in Texas, Illinois and Nebraska.*
• Representation of Masdar Clean Energy in connection with its acquisition of a 50 percent equity stake from EDF Renewables, Inc., in a clean-energy portfolio with total capacity of approximately 1.6 GWs.*
• Representation of Abu Dhabi Future Energy Company PJSC – Masdar, the United Arab Emirates' clean energy powerhouse, in connection with acquisition of a 50 percent stake in Terra-Gen Power Holdings, a leading US developer, owner and operator of utility-scale renewable energy projects in North America that operates approximately 2.4 GWs of wind and solar and 5.1 GWh of energy storage facilities across 32 renewable power sites throughout the US, predominantly in California and Texas.*
• Representation of Iberdrola USA in connection with a transaction that closed in Q4 2024 taking Avangrid private by purchasing the remaining issued and outstanding shares it does not already own in a $2.55 billion deal.*
• Representation of Antin Infrastructure Partners in the US$1.25 billion acquisition of Veolia Group's district energy assets in the US, which comprised of steam, hot and chilled water and electricity production plants, including cogeneration plants, and 13 networks in 10 US cities.*
• Representation of a sovereign fund and private equity fund in acquisitions of large renewable energy platforms in the US.*
• Representation of Broad Reach Power LLC, a leading utility-scale energy storage and renewable energy platform in the US, in its sale of a 50 percent equity interest to funds managed by Apollo.* 
• Representation of GenOn, one of the largest independent power producers in the U.S., in the sale of the Bowline Power Project, located in New York, to affiliates of Rockland Power Partners and the sale of the Ellwood energy facility located in Santa Barbara, California, to affiliates of Rockland Power Partners.*
• Representation of Jera Americas, a subsidiary of Tokyo-based JERA, Japan's largest power generation company, on its acquisition of four thermal power generating facilities in New England, with a combined capacity of 1,633 MW, from Stonepeak, including securing approval from FERC under FPA Section 203 for the transaction.*

Power Purchase, Project Development, and Financing Matters

• Representation Korean investors in connection with the acquisition, development, and financing of the approximately 130 MW Elara solar project in Texas.* 
• Representation of a subsidiary of Occidental Petroleum Corporation, on the negotiation of power purchase agreements from renewable generators located in Texas.*
• Representation of arranger on the US$1.24 billion term loan B financing to Parkway Generation for the acquisition of interests in a 4.8 GW power generation portfolio with assets in New Jersey and Maryland.*
• Representation of arrangers on two independent term loan B financings totaling US$1 billion to Generation Bridge for the acquisition of interests in a 4.9 GW and 1.9 GW power generation portfolio with assets in California, New England, and New York.*
• Represented a US-based project developer on the negotiation of a tolling agreement and an interconnection agreement for a proposed approximately 80 MW battery energy storage facility in CAISO.*
• Represented a US-based project developer on the negotiation of a tolling agreement for a proposed approximately 100 MW battery energy storage facility to be located in the Southwest Power Pool, Inc. wholesale electric market.*
• Representation of a JV partner in a development company negotiating a tolling agreement for a proposed approximately 100 MW battery energy storage facility to be located in Colorado.*

FERC/Regulatory Matters

• Representation of clients in non-public, formal investigations into alleged market manipulation or violation of market rules in electric markets administered by ISOs and RTOs and clients in non-public NERC audits and investigations.*
• Representation of a Canadian oil and gas company in obtaining a Presidential Permit for natural gas export facilities into Canada.* 
• Representation of natural gas pipeline company in FERC proceeding to obtain a Certificate of Public Convenience and Necessity pursuant to Section 7(c) of the Natural Gas Act, FERC approval to provide open-access transportation services pursuant to Part 284, Subpart G of FERC’s regulations, and a blanket certificate under Part 157, Subpart F of the FERC’s regulations.*
• Represents wide array of generators, transmission owners, investors, and other transaction parties in filing to obtain FERC approval under FPA Section 203 for M&A transactions and investments into public utilities subject to FERC regulations and filings applicable to complex reorganizations.*
• Represent sellers and other market participants in US regulated wholesale electric markets with respect to obtaining FERC market-based rate authorization, triennial market power updates, and ongoing compliance with FERC’s FPA Section 205 rules and regulations.*

_{* John advised on some of these matters prior to joining Willkie.}