The Legal 500

Latham & Watkins LLP’s ‘first-rate’ energy practice is historically known for its prolific transactional capabilities, and clients say that advice is ‘highly recommended, and the group is a market leader for all energy transactional-based work’. However, it has also been involved in some important regulatory matters in recent times, and handles all non-contentious matters ‘with ease’ with a ‘very solid knowledge base’. The group has a strong offering in electrical power and has increased its representation in oil and gas and matters. The firm advised Energy Capital Partners on the $450m financing for the acquisition by Energy Capital Partners of Dighton, Lake Road and Masspower, three gas-fired power plants, from BG North America. It also advises the client on regulatory and market matters relating to acquisition, sales and development activities of large-scale transmission projects for renewable generation resources in California, Arizona and New Mexico. The firm also advised Goldman Sachs on a high-value stock-for-stock merger between Allegheny Energy, an operator of electric generation facilities, and FirstEnergy, in which the client was the financing advisor to the former. In addition, the group represents Allegheny Power and Allegheny Energy Supply on a variety of regulatory and market matters, particularly those related to market design and implementation in the PJM market. The group also represented Tenaska Energy, a provider of construction and engineering services, to Willbros Group; a transaction valued at $605m. On the oil and gas side, the group is advising Sheridan Production Partners, an oil and gas production company focused on acquiring oil and gas properties, on the refinancing of an existing term loan credit facility for the client by a bank syndicate. Other regulatory matters included representing a Spanish energy company on various energy regulatory and transactional matters with respect to its portfolio of wind farm development and operational activities. Regulatory advice also included representing Sempra Energy affiliate Sempra Generation on various energy regulatory and market matters regarding generation fleet in and around California including negotiation, administration and defense of $7bn PPA with California Department of Water Resources. New York-based Jonathan Rod is highly regarded for transactional work, while Washington DC-based David Schwartz is well known for regulatory matters.

Skadden, Arps, Slate, Meagher & Flom LLP is ‘definitely a “go to” firm in the energy field’. It handles transactional matters and is ‘very strong in the federal regulatory arena’ – for this type of work, the firm is ‘one of the best in the country’. The group addresses the full range of regulatory issues including organized market design, transmission regulation, marketing and trading, electric reliability, and has played a lead role in many of the most important FERC cases in recent years. It represented AES in regulatory matters concerning a $1.6bn investment by China Investment, and advised Entergy in regulatory proceedings to recover the costs of an acquisition adjustment associated with the purchase of a 580MW electric generating facility. The group also advised Entergy in defense of a complaint brought by a state regulatory commission involving Production Cost Equalization. On the transactional side, it regularly advises the regulatory boards and senior management of its clients throughout the M&A process. It advised Allegheny Energy in its $4.7bn stock-for-stock acquisition by FirstEnergy. Other electrical matters included representing RRI Energy in its merger-of-equals with Mirant to create GenOn Energy, which will be an approximately 25,000MW independent power producer in the US; the transaction is valued at approximately $2bn. On the oil and gas side, the firm represented a Korean conglomerate in its acquisition of a stake in an oil and gas field in Texas from O’Ryan Oil and Gas. It also represented Harrington Partners in sale of Fairbanks Natural Gas to Alaska Gasline Port Authority. In oil and gas regulatory matters, it represented a natural gas company in audit regarding “Southern Star” compliance issues. The firm also represented Florida Power and Light with respect to Federal Power Act authorizations for transfer of New Hampshire transmission facilities to an affiliate. Nuclear matters included representing The Tokyo Electric Power Company, Japan, in its $155m acquisition of a 10% stake in the South Texas Project expansion from Nuclear Innovation North America, a subsidiary of NRG Energy and Toshiba. Washington DC-based Clifford Naeve heads the team. Sheldon Adler has experience in M&A, while John Ale, Frank Bayouth, William Conway, Ann Hawkins and Pankaj Sinha are also active.

Baker Botts L.L.P.’s ‘team composition is very complete, yet cost effective’. Clients say that the firm ‘is responsive and performs without a glitch’ and that ‘advice is always “to the point” and solid’. The firm is adept at serving all areas of the oil and gas industry including exploration and production, transportation, pipeline, LNG and refining. It has acted in significant oil and gas mergers including Schlumberger’s $11.34bn merger with Smith International. The group is representing the former in the all-stock transaction, which is subject to various conditions including Smith stockholder approval and customary regulatory approvals. It is also representing Mariner Energy in its $3.9bn merger with Apache. The team also acted for Reliance Industries regarding its joint venture with Pioneer Natural Resources, in which the client will acquire 45% interest in Pioneer’s core Eagle Ford Shale acreage position in two separate transactions. It is also representing Cheniere Energy on the world’s first bi-directional LNG facility able to liquefy and regasify natural gas, on transactional and regulatory issues relating to pipeline, natural gas and LNG contracting matters. In the electricity and renewable power space, it advises clients such as BP Alternative Energy, Horizon Wind Energy, NextEra Energy and Samsung Heavy Industries on transactions. The group also advises CenterPoint Energy, RRI Energy, International Power America and International Power America on electricity regulatory matters. Washington DC-based Steven Miles heads the team. Houston-based Kevin Keenan is ‘always available, 24/7’ and has ‘depth of knowledge in oil and gas matters and is an excellent team leader’. Houston-based George Goolsby has ‘great depth of oil and gas experience, and is willing to give clients the benefit of that experience without running it through a pool of associates’. Associate Angela Bible is ‘hard working and very thorough’.

Dewey & LeBoeuf LLP has a ‘very deep bench of knowledge’ and is ‘excellent across the board’, and the ‘excellent and pragmatic’ team is best known for its transactional focus and supporting regulatory approvals. The firm combines its FERC practice and state regulatory experience across numerous jurisdictions with commercial, project finance and M&A capability. The group’s scope spans all major energy sectors including a prominent position in renewable energy, in which it has power, solar and winds clients. The team recently advised Iberdrola USA’s subsidiary, Central Maine Power Company, on all FERC submittals in a $1.5bn electric transmission project, which will upgrade the company’s transmission system, the Maine Power Reliability Project. It also represents New York State Electric & Gas and Rochester Gas and Electric in the New York State Public Service Commission’s energy efficiency and renewable energy proceedings, in which it has worked with the companies to develop, implement and obtain approval for numerous energy efficiency programs. Catherine McCarthy and Scott Mueller co-head the team’s energy regulatory department. Bud Ellis, who is ‘responsive and always keeps the big picture in mind’, co-heads the firm’s utilities, power and pipelines practice. Peter O’Brien, who has expertise in capital markets transactions, has a ‘wealth of experience in the public utility industry generally, with SEC matters, and with various types of financings in which energy companies engage’. Thomas Moore, who co-heads the energy M&A practice, ‘is very responsive to customer needs and has positioned the firm as a “go-to” firm for any complex problem’.

Fulbright & Jaworski LLP has a ‘mighty presence’ in both transactional and regulatory matters, and is active in Texas and throughout the US. In particular, the firm has significant presence in the oil and gas, LNG and alternative energy arenas. Transactional highlights included representing EOG Resources in connection with a series of oil and gas asset acquisitions in the Barnett Shale in the State of Texas, valued at approximately $200m. The firm represented Enterprise Products on the construction of natural gas processing facilities in the US, including preparation of engineering, procurement and construction contract documents for the provision of equipment and engineering and construction services. On the regulatory side, it is currently advising Sabine Pass Liquefaction on applications to the FERC and Department of Energy (DOE), seeking authorization to construct and operate facilities to liquefy, and export as LNG, domestic natural gas supplies. It is also representing ETC Tiger Pipeline on its application to the FERC, seeking authorization to construct an expansion of the approximately 175 mile interstate natural gas pipeline, commencing in eastern Texas and terminating in the Haynesville Shale region of Louisiana. Houston-based Michael Irvin heads the team and is a ‘good communicator, approachable and his advice is always accurate’.

Clients say that the quality of Steptoe & Johnson LLP’s energy regulatory and transactional work is ‘excellent’, and that the team is ‘responsive, business-orientated and very experienced’. The firm is historically known for its oil pipeline expertise, however it has an increasing reputation in the electric power industry. It recently represented Enbridge in its successful bid to purchase a proposed 250MW wind power farm in Colorado from the international RES Group’s US operations for approximately $500m. The firm served as counsel to the client in the acquisition of all equity, negotiation of all engineering, procurement, and construction agreements, environmental law, and US Treasury Grant aspects of the wind farm comprised of 139 variable speed wind turbines. Other work included representing Northeast Utilities and NSTAR on the negotiation and approval of 1,200MW direct current transmission interconnection between Quebec and New England in order to permit Hydro-Quebec to export hydro-electric power under development in Quebec that is in excess of its needs in Canada, a project valued at approximately $1.1bn. Clients also include American Electric Power, Chevron, ConocoPhillips, Duke Energy, ExxonMobil Pipeline, Grasslands Renewables, Northeast Utilities and OGE Energy. Washington DC-based Steve Brose and David Raskin, who is the key contact for electric power, co-chair the team. Steve Ross ‘provides expert advice in a cost-efficient manner’.

Van Ness Feldman, P.C is a ‘regulatory powerhouse’ and is ‘certainly among the top firms’ for this type of work. The firm has a broad offering and advises clients in the nuclear energy, gas and oil, electric and renewable energy, and also has significant expertise advising on climate change matters. On the electric side, the firm provides training for Midwest Reliability Organization, regarding the conduct of hearings, and provides counsel to MRO’s stakeholder Standards Committee regarding the development of electric reliability standards. Other work included providing federal regulatory counsel to Kinder Morgan Energy Partners with respect to all matters including FERC regulation, environmental compliance and strategic counselling for the 1,600 mile natural gas pipeline, Rockies Express Pipeline, which extends through eight states. It also represented Equitrans in a $750m multi-year build out of new pipeline infrastructure to access the Marcellus shale gas reserves in Pennsylvania and West Virginia. On the nuclear side, the firm recently advised Areva, a major European nuclear company, on US law affecting the employment of persons subject to US jurisdiction on nuclear projects in foreign countries. Jay Ryan, who heads the electric practice; Curt Moffatt, who leads the gas and oil practice; and Michael McBride, who heads the nuclear energy practice, are all recommended.

The energy practice at Vinson & Elkins L.L.P. is predominately Houston-based and clients say that it is ‘among the best’ and ‘provides a very good service’. It has expertise in LNG and electric matters, but is best known for its oil and gas expertise and is ‘one of the firms that you always come across in significant matters’. The firm advises on M&A, joint ventures, project developments, financings, environmental matters, tax cases, IP matters, restructurings and regulatory proceedings including regulatory counsel to help navigate through government proceedings and investigations. Clients include Duke Energy, Shell Oil Company and Anadarko Petroleum Corporation. Marcia Backus heads the firm’s corporate department and is active advising oil and gas companies on transactional matters. Trina Chandler is active on the power side and is highly regarded.

White & Case LLP’s energy practice is split between its Washington DC and New York offices and provides ‘leading energy advice’. It is well known for its regulatory experience, however, it also handles notable energy transactions. Clients say that it has a ‘very commercial approach’ and the lawyers are all ‘rational and have a clear understanding of the market, and factor in the level of risks in the financing structure’. Sources also say that the practice is ‘at the top of its game’. Regulatory work included representing Constellation Holdings in connection with its agreement to acquire approximately 3,000MW of generation for $1.1bn from Boston Generating, subject to bankruptcy court approval and auction proceedings. It is also representing DTE Energy Services on regulatory issues and contract negotiation related to the purchase of several coal-fired facilities, which the client will convert to biomass fuel. On the transactional side, it is currently advising Nuclear Innovation North America, a joint venture owned by NRG Energy and Toshiba, in connection with the development of an approximately 2,700MW nuclear power plant near Bay City, Texas. It is also representing Great Basin Transmission in connection with its agreement with affiliates of NV Energy to jointly construct and own a 500-kilovolt transmission line in Nevada, which will stretch more than 500 miles from Idaho to southern Nevada. Arthur Scavone and Victor DeSantis are the key contacts. New York-based Troy Alexander is ‘very commercial in his approach and understands the market’.

Clients say that the quality of Bracewell & Giuliani LLP’s advice is ‘top notch and timely’, and the team ‘blends its knowledge of the law with an understanding of the commercial transaction being considered’. The firm recently represented Apache in its $7bn acquisition of BP’s oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and in Egypt’s Western Desert, as well as BP’s upstream natural gas business in western Alberta and British Columbia. The transaction was also subject to regulatory approvals and conditions. The group also currently represents Chesapeake Energy, the largest independent producer of oil and gas in the US, in a series of private placements of preferred stock. Notably, the client recently sold $900m of its 5.75% convertible preferred stock to an investor group that included affiliates of China Investment, Korea Investment, Temasek Holdings, HOPU and Investment Management. Clients also include American Electric Power, EOG Resources, KinderMorgan, RRI Energy, Seahawk Drilling and Shell Energy North America. ‘extremely strong’ Houston-based practice head Alan Rafte ‘represents vigorously’. Washington DC-based Sandra Rizzo is ‘extremely effective’ and ‘her pleasant personality belies a knowledgeable, aggressive lawyer, who achieves what her clients want’. Houston-based Daniel Witschey has ‘terrific knowledge’ and is a ‘big-picture thinker in terms of developing strategy’.

Cleary Gottlieb Steen & Hamilton LLP is ‘excellent’ and is ‘great in all aspects of its service’, according to clients. The firm is well known for its transactional advice to large mining and metals corporations and to oil and gas clients, however it is increasing its reputation in the electric power and renewable energy space as well. On the mining and metals side, the group is representing BHP Billiton, the world’s largest diversified natural resources company, in its $40bn all-cash offer to acquire Potash Corporation of Saskatchewan, the world’s largest fertilizer enterprise. It was also counsel to the underwriters, including Credit Suisse and Goldman Sachs, in a $1.5bn SEC-registered offering by Southern Copper. On the oil and gas space, the firm recently represented Petrobras in its $67bn SEC-registered global equity offering, the largest-ever equity offering, in which the client will use part of the proceeds to pay $42bn to the Brazilian federal government for the right to extract up to five billion barrels of oil equivalent from deep-water areas off the Brazilian coast. The group’s regulatory advice includes advising the Electricity Consumers Resource Council on all significant electricity regulatory issues currently before the FERC including those relating to transmission planning, cost allocation, demand response, smart grid technologies, and renewable resources. Washington DC-based Richard Bidstrup ‘listens to what clients need and is very easy to work with’.

Predominately based in Washington DC, but with partners in New York, Baltimore, Miami, Denver and Houston, Hogan Lovells US LLP’s ‘well versed’ team is strong for regulatory and transactional energy work. It recently advised Kinder Morgan as litigation and regulatory counsel on its asset, Natural Gas Pipeline Company of America, in connection with FERC’s investigation of the existing rates, rates of return, and fuel recovery rates of the pipeline. The firm successfully negotiated, drafted and implemented a comprehensive and uncontested settlement with all shippers, state commissions and FERC staff which brought the proceeding to an end in a beneficial manner for the client. Other work included advising Chevron with respect to its ownership interest in the Trans Alaska Pipeline System in a series of litigated cases before FERC and the Regulatory Commission of Alaska. The firm also advised Louisiana Energy Services, a subsidiary of Urenco, on regulatory and legislative matters. Transactional matters include advising Royal Gold on its $700m cross-border, cash and stock acquisition of International Royalty, a Canadian public company. It also advised NextEra Energy Resources and Central States Wind as borrower’s counsel on its $250m portfolio project refinancing in connection with the Central States Wind Project. Clients also include Edison Mission Energy, NextEra Energy Resources and Toshiba America Nuclear Energy. Washington DC-based Kevin Lipson leads the team.

King & Spalding LLP’s ‘responsive and knowledgeable’ team is ‘highly recommended to anyone who wants to do international business’. The firm’s energy lawyers are mainly based in Washington DC and Houston, but the group also has particularly strong ties in Singapore. It advises clients on transactional and regulatory matters across the energy industries including in oil, gas, power and renewable energy sectors. The team acted as EOG Resources on aspects of the Kitimat LNG export project in Canada, involving the development of EOG’s shale gas reserves in British Columbia, Canada, the transport of gas to the coast at Kitimat, and its liquefaction and sale to long term buyers. Highlights also included advising Calpine on all regulatory matters relating on its $1.65bn acquisition of 19 power plants in the Mid-Atlantic region of the US from Conectiv Energy. The representation included FERC approval under the Federal Power Act and related rate filings, obtaining waivers of FERC’s natural gas capacity release requirements for the transfer of various natural gas transportation and storage contracts, and advice on various regulatory, reliability, markets, and antitrust matters relating to the acquisition. Clients also include Dynegy, Noble Energy, Apache, BP America, Duke Energy International, Destin Pipeline Company and SEMCO. Philip Weems and Neil Levy, who is ‘one of the best energy lawyers out there’, lead the team. Houston-based Ken Culotta ‘does a good job and manages costs well’. Washington DC-based David Tewksbury is also highly recommended.

A leader in banking, finance and energy markets, Milbank, Tweed, Hadley & McCloy LLP is ‘highly recommended for its industry knowledge’. Clients also say that it provides ‘high-quality mergers and acquisition advice’ as well as ‘well regarded energy project financing advice’. The group is also well known for its advice on investment and securities matters. It recently represented the lenders in the construction and permanent financing of a portfolio of 11 wind energy facilities located near Twin Falls County, Idaho, which is the largest wind power portfolio in Idaho with a total capacity of 183MW. New York-based Eric Silverman and Jonathan Green co-chair the firm’s global project finance group. Edward Kayukov is highly recommended.

Sidley Austin LLP’s energy practice is centered on regulatory matters, in which the firm gives ‘experienced, knowledgeable and appropriate’ advice. Historically, the firm has focused on oil and natural gas, however it has expanded its offering and represents various clients in the electric utility space as well as in other industries. Highlights included advising Pareto Energy, a microgrid design and project development company, on project finance and general corporate matters including on a cogeneration facility for the South Jersey Transportation Authority and the Federal Aviation Administration. It provided additional advice on multi-offtake energy services agreements, equity finance, municipal finance, renewable energy tax, and municipal leasing and energy regulatory matters. The firm also represented HSH Nordbank on a $535m project financing of a 202MW wind energy generating facility in Washington State. It was also involved in the negotiation and documentation of the project documents including the turbine supply agreements, balance of plant contracts and subcontracts, power purchase contracts, transmission and interconnection agreements, operations and maintenance agreement and real estate arrangements, as well as ensuring receipt of all necessary permits and authorizations. Washington DC-based Eugene Elrod and David Hill co-head the group, which includes Yabo Lin, who recently joined the firm and is experienced in energy transactional matters.

Simpson Thacher & Bartlett LLP’s energy group is most active in mergers and acquisitions, especially in the power space, however it has expanded its breadth of work and is increasingly involved in the natural gas arena for private equity clients. Clients say that the lawyers’ ‘knowledge base is very solid and all team members give good advice’. The firm recently represented an affiliate of The Blackstone Group in its acquisition of Dynegy in a transaction valued at approximately $4.7bn, including the assumption of existing debt. Recent highlights included the representation of Kohlberg Kravis Roberts (KKR) in connection with Shell US E&P Investments’ agreement to acquire subsidiaries that own substantially all of the business of East Resources for cash consideration of $4.7bn from East Resources, KKR and Jefferies & Company. The firm also represented First Reserve in connection with the recently announced $773m acquisition by Crestwood Midstream Partners, a First Reserve portfolio company, of a controlling interest in Quicksilver Gas Services from Quicksilver Resources. New York-based practice head David Lieberman is ‘highly familiar with the technical aspects of financings’ and is ‘skilled and organized’. Brian Chisling is also recommended for his ‘unbeatable knowledge’ on transactional and regulatory matters.