Hannah Frank

Prior to obtaining her law degree, Hannah served as assistant press secretary for U.S. Senator Arlen Specter.

• Recognized in The Best Lawyers in America for Mergers and Acquisitions, 2012-2025
• Recognized in The Best Lawyers in America for Securities/Capital Markets Law, 2024-2025
• Named in The Legal 500 United States for Capital Markets: Debt Offerings, 2023-2024
  
   

• Author, “SEC Enforcement Co-Directors Issue Statement on Insider Trading,” Subject to Inquiry, March 25, 2020

Representative Strategic Transactions

•  Representation of publicly traded energy resources company in its merger of equals with a competing energy resources company to combine in an all-stock merger that created new publicly traded premier North American natural resource company focused on global markets.
• Representation of a publicly traded energy resources company in series of strategic investments by its Innovations group.
• Representation of Equitrans Midstream (NYSE: ETRN) in EQT Corporation’s (NYSE: EQT) acquisition of ETRN in an all stock deal with an enterprise value of approximately $14 billion including debt.
• Part of strategic team in representation of Dominion Energy (NYSE: D) in its recent business review process that resulted in the execution of numerous strategic transactions:
  
  • Issuance of first of its kind $1.73 billion of Deferred Fuel Cost bonds by a newly created special purpose entity secured by a financing order authorized under newly adopted Virginia legislation.
  • Sale of non-controlling interest in Cove Point for transaction value of $2.4 billion.
  • Sale to Dominion Energy’s local natural gas distribution business to Enbridge Inc. for enterprise value of $14 billion.
  • Sale of a 50% non-controlling interest in a Dominion Energy subsidiary relating to the development of its Coastal Virginia Offshore Wind commercial project (CVOW).
• Part of strategic team in representation of NiSource (NYSE: NI) in the issuance of a 19.9% indirect equity interest in the company’s Northern Indiana Public Service Company LLC (“NIPSCO”) subsidiary to a global alternative asset manager. 
• Representation of board and management of Sunlight Financial (NYSE: SUNL) in strategic process that resulted in restructuring and sale of the company.
• Representation of The ExOne Company (NASDAQ: XONE) in its merger with Desktop Metals (NYSE: DM) in which ExOne shareholders received $8.50 in cash and $16.43 in shares of Desktop Metal common stock for each share of ExOne common stock, for a total purchase price of approximately $24.93 per share, representing a transaction value of $561.3 million.
• Part of strategic team in representation of Teledyne Technologies Incorporated (NYSE: TDY) in its acquisition of FLIR Systems, Inc. (NASDAQ: FLIR) for aggregate consideration of approximately $8.2 billion, including net debt. The team assisted Teledyne in securing approximately $4 billion in financing for the transaction with a weighted average borrowing cost of less than two percent through a combination of approximately $1 billion of term loan financing and $3 billion of senior notes issued in a registered offering of five tranches.
• Representation of Andeavor Logistics LP (NYSE: ANDX) in connection with multiple transactions in which Andeavor Corporation (NYSE: ANDV) contributed assets to ANDX in exchange for the issuance of common units for a total value of approximately $3 billion.
• Representation of Equitrans Midstream (NYSE: ETRN) in ETRN’s separation and distribution (spin-off) from EQT Corporation (NYSE: EQT).
• Representation of energy resources company and its publicly traded master limited partnership in connection with its separation and distribution (spin-off) from its publicly traded parent.
• Representation of The ExOne Company (NASDAQ: XONE) in a series of acquisitions and other investments in assets and technology in the U.S. and Europe.
• Representation of a publicly held energy company in various capital matters relating to sale of multiple mines and related mining operations and related assets to privately held competitor.
• Representation of an independent oil & gas exploration and production company in a $100 million equity investment by a private equity fund.
• Representation of a public manufacturing company in multiple acquisitions of U.S., Canadian and European assets and companies.
• Representation of a public European manufacturer and marketing of imaging equipment in its acquisition of a U.S. public company through an equity tender offer for more than $600 million.
• Representation of financial institutions in connection with various acquisitions (stock and asset) and related registration of shares paid as consideration to sellers in transactions.

Representative Capital Markets / Liability Management Transactions

• Representation of Dominion Energy, Inc. (NYSE:D) in multiple transactions including the following recent representative transactions:
  
  • $1.0 billion public offering of Junior Subordinated Notes due 2055.
  • $2.0 billion public offering of two tranches of Junior Subordinated Notes due 2054.
  • $750 million offering of Series C preferred stock.
  • $1.0 billion public offering of senior green notes.
  • $600 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B Senior Notes.
  • $600 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B senior unsecured notes.
  • Multiple at-the-market common stock programs, with a total value of $4.6 billion.
  • Issuance of multiple series of Preferred Stock with a total value of approximately $3.0 billion
  • Issuance of equity units backed by preferred stock for total value of $1.5 billion and related settlement and remarketing of the preferred stock.
  • Tender offer for $800 million series of preferred stock.  
  • Tender offers and redemptions of various series of outstanding debt securities. 
• Representation of Virginia Electric and Power Company, a regulated public utility and subsidiary of Dominion Energy, in in multiple transactions including the following recent representative transactions: 
  
  • $1.2 billion public offering of two tranches of Senior notes due August 2034 and August 2054.
  • $1.0 billion public offering of Senior Notes due January 2034 and 2054.
  • $500 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B senior unsecured notes.
  • $500 million public offering of Series A senior notes and a $500 million public offering of Series B senior notes.
  • $900 million public offering of Series A senior unsubordinated unsecured notes.
• Representation of Virginia Power Fuel Securitization, LLC a regulated public utility and subsidiary of Dominion Energy, Inc. (NYSE: D), in connection with a $1.2billion public offering of Secured Deferred Fuel Cost Bonds
• Representation of Sealed Air Corporation (NYSE: SEE), an automated packaging provider dedicated to solving critical packaging challenges, in connection with the following transactions:
  
  • $400 million offering of senior, unsecured notes due 2032 under Rule 144A and Regulation S.
  • $425 million offering of senior, unsecured notes under Rule 144A/Regulation S with a concurrent debt tender offer for maturing bonds.
  • $400 million offering of senior, unsecured notes under Rule 144A/Regulation S with a concurrent debt tender offer for maturing bonds.
  • $425 million offering of senior notes under Rule 144A and Regulation S.
• Representation of NiSource Inc. (NYSE: NI), a large fully regulated utility company, in connection with the following transactions:
  
  • $750 million offering of senior notes due March 2055.
  • $500 million offering of Junior Subordinated Notes due November 2054.
  • $900 million common stock At-the-Market program contemplating both direct and forward sales.
  • $650 million offering of Senior Notes due 2034.
  • $500 million offering of $600 million fixed-to-fixed reset rate Junior Subordinated Notes due 2054.
  • $500 million offering of fixed-to-fixed reset rate junior subordinated notes due 2054.
• Representation of Markel Corp. (NYSE: MKL), a diverse financial holding company, in its $600 million offering of Senior Notes due May 2054.
• Representation of Mercuria Energy, one of the largest integrated energy and commodity trading companies in the world, in its $75 million institutional private placement of two series of guaranteed senior notes.
• Representation of RGC Resources, Inc. (Nasdaq: RGCO), a provider of energy and related products and services, in connection with the following transactions:
  
  • $20 million follow-on equity offering of common stock.
  • Issuance and sale of $4 million in common stock to investment funds and accounts.
  • Issuance and sale of $21 million in common stock to affiliates of The InterTech Group, Inc., and $2 million in common stock to long-time shareholder.
  • Establishing an at-the-market offering program where it may issue and sell to the public up to $15 million of its common stock.
• Representation of NewMarket Corp. (NYSE: NEU), a holding company that, through its subsidiaries, engages in the petroleum additives businesses, in a $400 million fixed-income offering of senior unsecured notes.
• Representation of Kennametal Inc. (NYSE: KMT), a global industrial technology leader, in connection with a $300 million public offering of senior notes.
• Representation of Dominion Energy South Carolina, Inc. in connection with $500 million public offering of First Mortgage Bonds due 2053.
• Representation of Dominion Energy South Carolina, Inc. in connection with $400 million public offering of First Mortgage Bonds due 2031.
• Representation of Public Service Company of North Carolina, Incorporated in connection with $150 million private placement of Senior Notes due 2051.
• Representation of Public Service Company of North Carolina, Incorporated in connection with $150 million private placement of Senior Notes due 2033 and 2053.
• Representation of Public Service Company of North Carolina, Incorporated in connection with $300 million private placement of Senior Notes due 2034 and 2054.
• Representation of East Ohio Gas Company in connection with $1.8 billion 144A for life private placement of Senior Notes.
• Representation of East Ohio Gas Company in connection with private placement of $500 million Senior Notes.
• Representation of Dominion Utility Privatization LLC in connection with private placement of $250 million Senior Secured Notes.
• Representation of The ExOne Company, a global leader in additive manufacturing technology, providing industrial 3D printing systems and services, in a $25 million and $50 million at-the-market offerings of common stock.
• Representation of The ExOne Company in a $100 million confidentially marketed public offering of common stock.
• Representation of Teledyne Technologies, Inc. (NYSE: TDY), a leading provider of sophisticated electronic components, instruments and communications products, in negotiating and structuring a $4.5 billion bridge loan in connection with its $8 billion acquisition of FLIR Systems Inc.
• Representation of Kennametal Inc., a supplier of tolling and industrial materials, in its $300 million public offering of senior notes and subsequent redemption of $400 million of its senior notes.
• Representation of Dominion Energy South Carolina, Inc., a company that generates, transmits, distributes and sells electricity and a subsidiary of SCANA Corp., in connection with a $400 million fixed-income offering of 2.40% first mortgage bonds.
• Long time representation of PNC Financial (NYSE: PNC) in various holding company registered offerings and bank note private placement offerings of debt securities (senior and unsubordinated) and preferred stock in various offerings from time to time.
• Pennsylvania counsel for numerous issuers in various offerings of securities and related liability management transactions.

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