Jay Hughes

Partner

Houston
Willkie Farr & Gallagher LLP
600 Travis Street
Houston, TX 77002
T 713 510 1718
F 713 510 1799
jhugheswillkie.com

Jay Hughes is a partner in the Corporate & Financial Services Department, focusing on public and private mergers and acquisitions as well as energy transactions and financings; primarily in the power and oil and gas industries.

Mergers and Acquisitions

Jay advises public and private companies in the structuring, financing, negotiation and consummation of business acquisitions, distressed asset acquisitions, divestitures and mergers ranging in size from several million dollars to fifteen billion dollars.

Energy Transactions and Finance

Jay has considerable experience and knowledge advising clients in the power sector, including both fossil fuel and renewables (wind and solar in particular). He regularly advises publicly traded and privately held energy companies on matters involving acquisitions and dispositions, joint ventures, project development, mineral conveyancing, and transactions associated with upstream operations and oilfield services.

He also advises utilities, developers, and private equity and infrastructure funds in the sale and acquisition of a range of power assets, including nuclear, gas-fired, combined-cycle, coal solar, wind and other alternative fuels.

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Jay Hughes is a partner in the Corporate & Financial Services Department, focusing on public and private mergers and acquisitions as well as energy transactions and financings; primarily in the power and oil and gas industries.

Selected Significant Matters

 Power and Oil & Gas*

  • Representation of Dominion Energy, Inc. in its $13.4 billion merger with SCANA Corporation.
  • Representation of Dominion Energy, Inc. in the $4.4 billion acquisition, plus the assumption of debt for an enterprise value of approximately $6 billion, of Questar Corporation.
  • Representation of Dominion Energy, Inc. in a $2 billion recapitalization of the company’s Cove Point liquefied natural gas facility in Lusby, Maryland, by an affiliate of Brookfield Asset Management.
  • Representation of RBJ & Associates -- one of the largest independent producers of water infrastructure and disposal services for energy companies in the Permian Basin whose assets included 24 saltwater disposal wells with a permitted daily disposal capacity of approximately 600,000 barrels, 150 miles of pipeline gathering systems and other supporting infrastructure -- in its sale to a subsidiary of Pilot Flying J, a national owner and operating of tanker trucks, salt water gathering pipelines, and disposal facilities.
  • Representation of Dominion Energy, Inc. in the acquisition of Southern Co.’s 5% stake in the Atlantic Coast Pipeline, a 600-mile pipeline and gas transmission assets which run through West Virginia, Virginia and North Carolina, moving Appalachian Basin gas to Mid-Atlantic markets.
  • Representation of Dominion Energy, Inc. in the acquisition of Southern Co.’s Pivotal LNG, a wholly owned subsidiary which distributes liquefied natural gas for marine and road transportation.
  • Representation of Intervale Capital, an energy-focused private equity firm, in the sale of portfolio company Epic Lift Systems, a leading provider of plunger lift, gas lift and complementary compression products, to Tally Energy Services.
  • Representation of a private equity firm focused in the energy space in its Series A co-investment in leading innovator of technology solutions for zipper manifolds and hydraulic fracturing equipment.
  • Representation of a client in private equity investment involving oil and gas well workovers in McMullen and Gonzales Counties, Texas.
  • Representation of a mineral assets, royalties and overriding royalties company in acquisitions of oil and gas assets in Reeves, Reed, Pecos, Loving and Ward Counties, Texas and Major and Kingfisher Counties, Oklahoma.
  • Representation of an oil field services manufacturing, fabrication, assembly and integration company in bolt-on acquisition of oilfield and marine drilling rig power control manufacturer.
  • Representation of a gas transmission company in acquisitions of natural gas extraction facilities in West Virginia and Ohio.
  • Representation of a client in divestiture of its retail electric business in northeastern United States and ERCOT.
  • Representation of a several affiliated coal companies in their approximately $960 million (cash and stock consideration) sale to a NYSE-listed company.
  • Representation of a utility in negotiating engineering, procurement and construction contract for building, installing and commissioning of selective catalytic reduction (SCR) equipment at coal plant.
  • Representation of an electricity and energy services supplier in sale of three power plants in Texas to private equity buyer.
  • Representation of a seller in sale of natural gas service contract portfolio.
  • Representation of a utility seller in sale of coal plant.
  • Representation of a utility in connection with purchase of approximately 543 MW nuclear facility in Wisconsin.

Renewable Energy*

  • Representation of Dominion Energy in the sale of a 50% ownership interest in an operating 264 MW wind farm in West Virginia to Castleton Commodities and in the payoff of permanent financing in place for the project.
  • Representation of a regulated utility affiliate in the sale of a 7.5 MW hydroelectric project in Bedford and Amherst Counties, Virginia.
  • Representation of a developer in sale of 250 MW wind project in Kingfisher County, Oklahoma.
  • Representation of a developer in the sale of a 300 MW wind project in Clay and Dickinson County, Iowa to a public utility company.
  • Representation of a wind developer in the sale of a 300 MW wind project to a Minnesota-based utility holding company.
  • Representation of a regulated utility affiliate in the acquisition of a 15 MW solar project in Middlesex County, VA.
  • Representation of a developer in the acquisition of a 360 MW wind farm in the north Texas Panhandle.
  • Representation of a developer in the acquisition of a 175 MW wind farm in Lincoln, IL.
  • Representation of a developer in the acquisition of a 130 MW wind farm in Sangamon County, IL.
  • Representation of a utility acquirer in acquisition of 19 MW utility scale solar project in Isle of Wight County, VA.
  • Represented utility acquirer in acquisition of 17 MW utility scale solar project in King William County, VA.
  • Representation of a utility acquirer in acquisition of 17 MW utility scale solar project in Powhatan County, VA.
  • Represented acquirer in several solar and renewable energy purchase transactions, including the acquisition of:
    • 5 MW utility scale solar generation facility in Connecticut and related construction management agreement;
    • 20 MW utility scale solar generation facility in California and related construction management agreement;
    • 31 MW utility scale solar generation facility and 1 MW carport structure in California and related construction management agreement;
    • 20 MW utility scale solar generation facility in California and related construction management agreement;
    • 18 MW solar generation facility in Kern County, California; and
    • 20 MW solar generation facility in San Bernardino County, California.
  • Representation of the sponsor in connection with the acquisition, tax equity financing and debt financing of, and hedging arrangements for, a 105 MW wind farm located in northwest Ohio.
  • Representation of the developer in connection with the sale of a 150 MW wind project in Cameron County, Texas.

Mergers & Acquisitions*

  • Representation of NYSE-traded government contracting business in cash tender offer going private transaction.
  • Represented a leading provider of satellite-based global voice and data communication products and services for the aviation industry, in its sale to publicly traded buyer.
  • Represented heat transfer, fluid handling and separation technologies manufacturer in various acquisitions including wet surface air cooled heat exchanger technology provider, custom engineered air cooled heat exchanger manufacturer, dehumidification parts and supplies manufacturer, tank cleaning equipment manufacturer and mud mixing and drilling manufacturer.
  • Represented southeastern United States-based commercial truck driver staffing business in strategic divestiture.
  • Represented owner of a prominent, regional retail grocery chain in its asset sale to a publicly held international retail grocery company.
  • Represented manufacturing company in its sale of assets to a Spanish public company for approximately $35 million.
  • Represented private equity group in the sale of a portfolio company in the consumer products industry.
  • Represented owners of a company in connection with the sale of its comprehensive HVAC installation, service, maintenance, repair, and system replacement business to publicly held buyer.
  • Represented private equity client in acquisition of food processing manufacturer.
  • Represented private equity client in acquisition of retail data analytical company.
  • Represented private equity client in acquisition of restaurant chain.
  • Represented global transportation industry manufacturer and supplier in Section 363 acquisition of trailer axle and suspension assembly manufacturer.
  • Represented global transportation industry manufacturer and supplier in acquisition of commercial freight and trucking suspension manufacturer and distributor in the United State, Mexico and South Korea.

 

*Jay advised on these matters prior to joining Willkie.

Prior Experience

Prior to joining Willkie in 2020, Jay was the managing partner of the Houston office of McGuireWoods.