Jim McDaniel, Andy Hickey
Sophisticated Public Utilities Practice
Sophisticated practice representing public utilities and their underwriters, including:
- Corporate finance and capital markets
- Complex litigation
- Strategic planning and corporate restructuring
- Mergers & acquisitions and joint ventures
Public company securities offerings with proceeds of over $17 billion.
Mergers and acquisitions in various industries with value over $50 billion.
144A offerings in various industries with value over $4.3 billion.
Highly Experienced in Public Utilities Transactions
Highly experienced in full range of public utilities transactions, including:
- $307 million of common stock for utility holding company
- $3.6 billion issuance of securities in Rule 144A and registered offerings, and as collateral for other financings for affiliated utilities
- $989 million registered induced conversion of convertible notes into common stock for utility holding company
- $500 million offering of medium-term notes under Rule 144A
- $345 million registered exchange offer of premium income equity securities and subsequent registered remarketings of related notes for NYSE-listed company
- $350 million secured revolving credit facility for borrower
- $340 million issuance of mortgage bonds in lieu of supersedeas bond to stay enforcement of judgment obtained by bankrupt energy trading company
- $300 million public tender offer for debt
- $300 million registered offering of common stock for utility holding company
- $300 million 144A private placement of convertible notes for issuer and subsequent registered exchange offer
- $200 million of accounts receivables purchase facilities for borrowers
- $150 million of synthetic credit facilities for borrowers
- $113 million of Section 3(a)(9) exchange offers of common stock for debt for issuer
Team of lawyers and support specialists in corporate, securities, finance, tax, litigation, antitrust, IP, employment, real estate and environmental law. Lawyers throughout practice areas consistently receive national recognition for excellence.
Mergers & Acquisitions Specialty
Mergers and acquisitions and restructurings of regulated and unregulated companies, including taxable and tax-free transactions involving stock, cash, debt-for-stock and assets using wide range of differing structures.
Securities Law Compliance
Experts in advising utility clients in complex areas of securities law compliance including periodic reporting requirements, corporate governance, proxy and consent solicitations and general compliance with requirements of Sarbanes-Oxley and Dodd-Frank Acts.
Broad Environmental Experience
Highly experienced in host of complex federal, state and local environmental and land-use issues and obtaining governmental permits and approvals required for substantial projects, managing environmental risks in owning or leasing facilities, evaluating environmental risks affecting financing and M&A transactions, and using real property as loan collateral.
Extensive expertise in complex financial, commercial and securities litigation and support services in cases involving power purchase contracts, state and federal regulation of energy contracts and proceedings before state utilities authorities:
- Represented power marketing company in multiple state actions to recover up to $50 million in fuel adjustment payments under wholesale electricity contracts with retail distribution companies, resulting in favorable forum rulings followed by successful granting of company's claims on summary judgment just before trial.
- Filed trailblazing action that caused Massachusetts Department of Public Utilities to suspend unconstitutional limitations in state's renewable energy statute (2010).
- Represented major international energy company in arbitrations and litigation involving allocation of co-generation costs between wholesale supplier and retail distribution company under certain wholesale supply contracts.
Corporate Restructuring & Strategic Planning
Skilled in corporate restructurings including recapitalizations, workouts, distressed asset and debt acquisitions, and insolvency proceedings, and undertaking new business ventures and alliances in strategic planning and implementation.