Energy - Corporate Services

Overview

Transactional activity in the energy industry continues to rise and the risk of litigation has never been greater. Our clients range from gas and electric utilities to oil refinery and pipeline companies to wind farms and solar facilities, as well as private equity and investment funds. You can rely on our integrated team to handle your corporate matters efficiently so that you can focus on the next opportunity. 

Our energy attorneys, drawing on the firm’s deep bench of corporate experience, handle a wide range of energy-related corporate matters and transactions. We help our clients maximize the value of their transaction by also advising on regulatory issues related to mergers and acquisitions, conducting due diligence, and obtaining necessary approvals.

We have particular experience structuring complex financings involving multiple sources of finance, including equity investors, commercial banks, export credit agencies, multilateral agencies, vendors, bondholders, insurers, and hedge providers. Every major transaction is supported across disciplines by our corporate, regulatory, tax, environmental, litigation, labor, employment, and benefits attorneys.

How We Can Help

Our team can assist with a range of corporate services: 

  • M&A (mergers, acquisitions, and divestitures) 
  • structuring transactions and finance
  • negotiating and drafting letters of intent and acquisition agreements
  • joint ventures 
  • tax structuring advice
  • insurance coverage advice
  • advice to boards and special committees on fiduciary duties and liabilities
  • shareholder agreements 
  • debt and equity project financings 
  • corporate governance strategies
  • capital markets participation (including securities ratings)
  • strategic alliances 
  • regulatory compliance under federal and state laws
  • subordinate, mezzanine, and Tranche B loans
  • credit facilities
  • loan workouts and restructuring

Experience

  • Acting as general maritime and product transportation counsel to Philadelphia Energy Solutions (“PES”) providing critical risk management and enterprise corporate structuring advice regarding environmental and maritime risks, both onshore and offshore, associated with the transportation of crude oil and refined products by rail and vessel.
  • Served as counsel to an E&P company in a $90 million development financing.
  • Served as counsel to an E&P company in connection with the purchase of $136 million producing properties in the on-shore Gulf Coast area.
  • Served as counsel to a leading independent oil refiner and marketer in the acquisition of more than 1,100 sites in 18 states in five separate transactions, some of which included 1031 exchanges.
  • Represented Siemens Energy in its sales of receivables arising from installment sales of wind farm components to international syndicates of institutional investors.
  • Served as counsel to in the sale of the Sunoco’s former Yabucao Refinery in Puerto Rico for environmental matters with respect to contamination and Clean Air Act matters.
  • Served as counsel to Honeywell International in its sales of receivables arising from energy saving performance contracts to 30+ government agencies (including December 2016 sale of $240 million of receivables payable by Tinker Air Force Base).
  • Provided counsel to Mondre Energy, Inc. regarding the public utility status of a proposed Distributed Heat and Power (“DHP”) System.
  • Served as co-counsel to American Western Refining, L.P. to debtor in Chapter 11 of oil refinery (Wilmington, DE).
  • Served as counsel to the sellers in the sale of the Kibby Mountain Wind Farm in Franklin County, ME, to an affiliate of TransCanada Pipelines.
  • Served as counsel to Petrotrin, the national oil company of Trinidad & Tobago, on the negotiation of construction contracts for the upgrade of its Point-a-Pièrre refinery in connection with its gasoline optimization program.
  • Served as environmental counsel to a client in connection with the purchase of the Guam Refinery previously owned by Shell Oil.
  • Served as general counsel to Sunoco in connection with its Project Liberty spin-off of its pipeline and terminal “logistics” business into a master limited partnership.
  • Served as counsel to a major private equity fund in the acquisition and later disposition of an independent electric transmission line (TransElect) in the Midwest.
  • Represented a pipeline company in the sale of its business which was recently expanded in the Marcellus Shale Gas play.
  • Conducted the environmental due diligence for the purchase and sale of assets for several international chemical companies.
  • Conducted the environmental due diligence for the asset purchase of an oil refinery and terminal as well as the purchase and sale of retail gas stations and oil terminals.
  • Conducted the environmental due diligence for the purchase and sale of quarries and asphalt plants.
  • Conducted the environmental due diligence for the purchase and sale of major shipyards involved in shipbuilding and ship repairs.
  • Conducted the environmental due diligence for the purchase of a former military facility which was part of the Base Realignment and Closure Program.
  • Represented national lenders and private equity funds in connection with either the participation or funding of a transaction.
  • Represented an electricity generator in the development and financing of a combined-cycle gas-turbine generation station located in Bethlehem, Pennsylvania.
  • Represented a private equity fund in the development and sale of a landfill gas-fueled electric generation station located in Schuylkill County, Pennsylvania.
  • Represented Silver Point Capital LP, in the sale of all direct and indirect interests in the owner of a 267 MW combined cycle cogeneration facility to an affiliate of British Gas and the related restructuring of ownership interests to facilitate such sale.
  • Represented Central Hudson Gas and Electric Corporation, Con Edison and Niagara Mohawk, in connection with the sale of their 1200 MW Roseton power station to Dynegy.
  • Represented Central Hudson Gas and Electric Corporation, in connection with the sale of its 500 MW Danskammer plant and related local area support and buy-back agreements.
  • Represented Pepco Enterprises, in connection with the acquisition and sale of a fifty-percent interest in the Cove Point terminal and pipeline from Columbia Gas Systems, and the interim financing of an LNG storage project and the subsequent sale of that interest to Columbia.
  • Represented Potomac Electric Power Company, in connection with the sale of 6000 MW of coal-, oil- and gas-fired electric generation in three transactions with Mirant, Allegheny Power and PPL, and Pepco Energy Services and related buy-back agreements.
  • Represented Loews Corporation and Texas Gas Transmission LLC, an intrastate natural gas pipeline, in a $250 million offering (pursuant to Rule 144A) of investment grade notes, followed by an exchange offer registered with the Securities and Exchange Commission, and a related private tender offer for $150 million outstanding notes.
  • Represented Loews Corporation and TGT Pipeline LLC, an intrastate natural gas pipeline, in a $185 million offering (pursuant to Rule 144A) of investment grade notes, followed by an exchange offer registered with the Securities and Exchange Commission.
  • Conducted environmental due diligence, contract negotiation and drafting, and pipeline safety regulatory advice for Buyers and Sellers in various transactions involving natural gas properties in Pennsylvania, Ohio, West Virginia, and multiple other states.
  • Advised E&P companies on Pennsylvania law and procedure in connection with new Oil and Gas Act, including aftermath of various court decisions related thereto; Dormant Oil and Gas Act; title issues associated with land potentially to be leased; and requirements for obtaining release of liability under Pennsylvania Act 2 for releases from oil and gas activities.
  • Advised an E&P company regarding legal requirements relating to remediation of historical and current releases from oil and gas operations.
  • Advised an E&P company regarding obligations to restore and replace water supplies.
  • Advised an E&P company on Safe Drinking Water Requirements for hydraulic fracturing using diesel additives.

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