The Legal 500 > United States > United States > Energy transactions: conventional power

Combining 'deep energy industry knowledge' with regulatory and transactional (including M&A, finance and restructuring) expertise, Baker Botts L.L.P. provides a strong service to clients throughout the life cycle of a broad range of power-related projects, including renewables, conventional generation, transmission, battery storage, and LNG-to-power. Praised for her 'exceptional client service' and 'deep sophistication, spanning multi-faceted practice areas', Washington DC-based partner Elaine Walsh regularly takes the lead on the team's most significant transactional work in the power space for a balanced array of stakeholders, including utilities, Independent Power Producers (IPPs), developers, and funds. M&A transactions account for a sizeable proportion of Walsh's deal flow in the power sector, for both financial sponsors, as well as large energy companies, including NRG Energy, a client which she continues to advise on a range of matters, including as it relates to its investments (and disposals) in gas and coal-fired generation facilities throughout the country. New York-based partner Martin Toulouse is also a vital resource to sponsors and corporate borrowers seeking the necessary financing arrangements to facilitate new money deals and restructurings in the sector. Toulouse recently advised NRG on the financing (which involved the issuance of sustainability-linked notes) to fund its $3.6bn acquisition of Direct Energy, a North American subsidiary of Centrica. Austin-based partner Courtney Fore continues to develop a strong corporate and securities practice in the power sector, and regularly advises energy companies and private equity investors on M&A, as well as issuers on their debt and equity capital raising activities. Although he is perhaps better known for his renewables prowess, New York-based partner Michael Didriksen handles a not inconsiderable amount of M&A and project development matters in the conventional power space, and co-heads the firm's overarching power sector offering alongside Walsh.

Led from Houston by Andrew Calder and drawing from the broader resources of market-leading M&A, bank finance, capital markets and restructuring lawyers based throughout the firm's national network of offices, the 'business-minded' team at Kirkland & Ellis LLP provides 'top class' advice to stakeholders across a range of conventional power transactions. Leveraging the firm's deeply entrenched relationships with many high-profile private equity (including KKR and Blackstone) and infrastructure funds, the team is regularly engaged in high-value buy and sell-side M&A work throughout the value chain, including as it relates to the power and transmission, infrastructure, and utilities sectors. Recent highlights include the representation of KKR on its $1.4bn investment, alongside Next Era Energy and NextEra Energy Partners, in portfolios of renewable energy assets located throughout the US. Rhett Van Syoc is regularly involved in high-profile corporate activity in the power sector, including joint venture structuring and private equity-led M&A. New York-based corporate partner Kristin Mendoza also regularly handles power M&A, as part of her overarching transactional energy offering; she has recently been involved in numerous high-profile conventional power disposals for funds and developers.

Benefiting from a 'deep knowledge of the energy industry' and forming part of the firm's 'world-class' broader energy transactions team, Latham & Watkins LLP's multi-disciplinary group advises developers, sponsors and banks across the spectrum of power mandates, from M&A transactions and joint venture structuring, through to advice on development projects and development finance-related matters. Much of the transactional work is led from the firm's New York office, with many of its corporate lawyers regularly advising private equity sponsors, as well as strategics, on M&A work in the conventional power space. New York-based practitioner David Kurzweil is a key member of the team and recently advised energy services company Avangrid on its acquisition of listed energy holding company, PNM Resources, via a reverse triangular merger. Also based in New York, global vice chair of the firm's corporate department, Paul Kukish regularly handles private equity-led power-related M&A work, as well as assisting energy companies on their debt capital markets issuances. Benefiting from a comprehensive knowledge of the complex regulatory framework underpinning the domestic electricity market, Washington DC-based partner David Schwartz remains a vital resource to clients, not only on standalone regulatory mandates, but also on the drafting of power-related commercial contracts (including transmission agreements) and on M&A and finance mandates in the sector. On the project finance side, Los Angeles-based partner Jeffrey Greenberg is regularly engaged in the development, finance, sale and acquisition of single projects in the conventional power space, while New York-based partner Eli Katz, who is global vice chair of the energy and infrastructure group, excels at tax equity financings within the renewables space, in particular.

Bracewell LLP's transactional electricity group is led out of Houston by Ryan Holcomb and leverages the expertise of New York and Washington DC-based transactional and regulatory lawyers who 'understand the industry incredibly well'. It provides 'insightful' counseling to utilities, IPPs, retail and wholesale power companies on corporate and financing transactions throughout the value chain. On the finance side, as well as regularly advising on bank debt and capital markets work, the firm also has niche structured commodity expertise, which includes advising on electricity derivatives and the purchase and sale of power trading positions. The arrival in June 2020 of Washington DC-based partner Danielle Varnell from Jones Day strengthens the firm's transactional capabilities, not only in relation to renewable energy M&A and JV structuring, but also by dint of her impressive track record for clients engaged in significant electric transmission projects.

Co-headed from New York by Peter Hanlon and Nicholas Politan, and aided by a strong regulatory offering out of Washington DC, Gibson, Dunn & Crutcher LLP's power and renewables group has, over recent years, developed a particularly strong reputation advising strategic and financial investors on big-ticket M&A transactions across the generation, transmission and distribution value chain. It is, however, the firm's deeply entrenched relationship with US-based multinational conglomerate, Berkshire Hathaway, and, more specifically, that of its energy subsidiary, that informs a significant amount of the deal flow in the renewables and conventional power space. Hanlon takes the lead on much of Berkshire Hathaway's energy transactions, including its recent high-profile $9.7bn acquisition of Dominion Energy's natural gas transmission and storage business.

Combining strong underlying regulatory expertise, multi-disciplinary transactional skills, and vast industry knowledge, the 'highly motivated' lawyers at McGuireWoods LLP have tremendous breadth in the power sector and are appreciated for their versatility and 'unique ability to handle small development transactions, as well as enormous public deals'. The firm has, however, gained most prominence and acclaim for its utilities-related M&A work, most notably for core client Dominion Energy, including on its recent $9.7bn sale of the majority of its gas transmission and storage segment assets to an affiliate of Berkshire Hathaway. 'Dazzling' Richmond-based partner Joanne Katsantonis led on this deal and is involved in a raft of other Dominion-related M&A matters; she also has strong credentials among IPPs and financial sponsors, and is well-versed in advising on commercial arrangements in the sector, including as it relates to PPAs and EPC contracts. Based in Baltimore, Brian Kelly is chair of the firm's overarching energy industry team and as well as regularly handling M&A and finance transactions in the conventional power sector; he also has niche expertise relating to retail energy supply regulations.

Co-headed from its New York headquarters by Daniel Bartfeld and Jonathan Green and able to draw upon significant bench strength from the West Coast, as well as internationally, Milbank has a particular focus on domestic and cross-border project development and financing within the conventional power sector. Although the firm does handle some work for borrowers, including private equity funds, it is undoubtedly best-known for its creditor-side credentials, including on behalf of commercial banks, which are appreciative of its sector knowledge and familiarity with financing products throughout the capital structure, including traditional bank loan structures, as well as private placements and Term Loan B (TLB) financings. Although he handles some domestic work, Bartfeld has developed a particularly strong reputation advising creditors in relation to Latin American projects, many of which involve multi-source financings and are underwritten by ECAs. William Bice is also a core member of the team and excels at advising clients on the development, financing, acquisition, disposition and restructuring of power generation (conventional and renewable), and transmission projects. Special counsel Richard Hillman is also recommended. All named practitioners are based in New York.

Co-headed by John Klauberg  and Richard Filosa in New York and Boston, respectively, Morgan, Lewis & Bockius LLP's 23-partner project finance, infrastructure and natural resources team has the resources and expertise to provide a 'super responsive and solutions-oriented' service to a varied array of stakeholders, including publicly-held utilities, IPPs, developers, lenders and private equity firms engaged on the acquisition, development, sale and financing of renewables and conventional projects, irrespective of complexity or geographical location. Appreciated by clients for his 'ability to focus on the big picture, while being appropriately in the weeds on important matters', Filosa is pivotal to the firm's ability to provide strong and effective project financing expertise to clients including Ares Management, which he recently advised, alongside 'superstar' Michael Müller, in connection with the development, construction, and a $420m private placement project financing of Hill Top Energy Center.

'Always available with leading industry information and insights, and a superb ability to cut through the issues and focus on the key matters', Norton Rose Fulbright has a strong reputation among lenders, sponsors and developers, on project finance and M&A-related work in the electric power sector. Although the firm has successfully followed industry trends and has become one of the leaders in the renewables market, it has by no means turned its back on work within the conventional energy sector; it maintains strong client relationships in the sector, some of which were established back in the 1970s following the liberalization of the domestic energy market and the entry of IPPs to challenge the dominance of utilities.The firm has developed particular expertise in relation to merchant power projects, and has had an involvement for stakeholders in the majority of recent gas-fired financing projects. LNG-related project finance work also remains a core focus and often aided by colleagues based in offices throughout the firm's vast international network, the team is regularly involved for stakeholders throughout the project life cycle. Washington DC-based partner Noam Ayali is recommended for his lender facing LNG finance offering; he is a key member of the firm's overarching projects team that is co-headed by Benjamin Koenigsberg and project finance 'tax superstar' Keith Martin.

Led from Houston by Blake Winburne and Dahl Thompson  and also able to draw upon the expertise of energy-focused M&A and financing practitioners based out of New York, as well as regulatory experts from Washington DC, Orrick, Herrington & Sutcliffe LLP's energy and infrastructure practice has the critical mass and subject matter expertise to be able to advise stakeholders on the development, financing, sale and purchase of assets in the electricity space, irrespective of geographical location. As well as benefiting from strong ties with numerous IPPs and international energy companies, the firm also regularly advises funds, including Ares Management and Infrastructure Investment Fund, on single-asset and multi-asset portfolio acquisitions and disposals. As part of his extensive transactional energy practice, Winburne has been involved in many conventional energy project development and M&A transactions, including his recent representation of Southwest Generation on the $680m acquisition and financing of the Mankato Energy Center, a 720MW natural gas-fired power plant located in Minnesota. New York-based partner John Donaleski  is well-versed across a range of debt financing techniques throughout the capital structure and his arrival in October 2019 from White & Case LLP consequently enhances the firm's credentials on the lender and borrower side for private equity M&A transactions in the sector. Although it is less active across "pure" conventional power mandates, the firm's San Francisco office has considerable expertise in the renewables space and has recently handled a substantial amount of battery storage-related work.

Leveraging its overarching M&A, banking and capital markets expertise, New York-based transactional powerhouse Simpson Thacher & Bartlett LLP is well-placed to advise funds, utilities, banks and IPPs across the spectrum of power-related corporate and financing work. Strong firm-wide institutional ties with leading private equity firms and infrastructure funds, including KKR, Blackstone and Global Infrastructure Partners, continues to inform much of the team's corporate and finance work, both in terms of renewables, as well as conventional-based power transactions. David Lieberman heads up the firm's energy and infrastructure practice and is able to add value to these sponsor clients, by virtue, not only of his ability to implement the most compelling and effective M&A and financing terms, but also to provide core underlying industry knowledge. Drawing upon both regulatory and transactional expertise in the power sector, Brian Chisling is also a key member of the team, for the firm's funds clients as well as electric and gas utilities, which he has, over the years, advised on many asset level acquisitions and disposals.

The Texas-based team at Vinson & Elkins LLP harnesses the firm's longstanding energy industry sector knowledge and is also able to draw from a deep pool of expertise across M&A, project development and finance, regulation, and tax. It provides an integrated and highly effective service to a myriad stakeholders, including utilities, IPPs, and financial sponsors engaged in power transactions. Co-head of the firm's energy industry group, Houston-based partner Trina Chandler has a core focus on conventional power matters and regularly advises both funds and energy companies on M&A and joint venture transactions in the space, including on the acquisition and sale of conventional and renewable power generation assets. Recent highlights include her work for Riverstone Holdings on the formation of Onyx Strategic Investment Management I BV, a newly formed European IPP, and its subsequent agreement to acquire a fleet of coal- and biomass-fired power stations from affiliates of Engie. Although perhaps best-known for his renewables expertise, Austin-based partner Kaam Sahely also regularly advises funds on their acquisitions and disposals of conventional power portfolios, single assets, and project companies.

Able to tap into the expertise of M&A and finance practitioners with deep underlying knowledge of the energy infrastructure sector, irrespective of the type of power generation plant, White & Case LLP has a particularly strong market position advising infrastructure funds, including Carlyle Power Partners and Antin Infrastructure Partners, on their acquisitions, disposals, and the accompanying financing necessary to fund these power-related transactions. Recent highlights include advising Antin Infrastructure on its  $1.25bn acquisition of Veolia Group's district energy assets in the US. The team, which is led out of New York by Nandan Nelivigi, is also regularly instructed by high-profile lenders, including BNP Paribas and Morgan Stanley, which are appreciative of the firm's ability to provide 'effective and commercial' advice on conventional power projects implementing financing techniques throughout the capital structure. Legendary project finance partner Arthur Scavone has developed a particular niche advising lead arrangers on TLB transactions in the domestic power sector, while internationally he excels at handling work for ECAs on the financing of emerging markets projects. Michael Shenberg has an excellent reputation among financial and strategic investors on M&A mandates within the electricity sector, both in relation to acquisitions and sales of large portfolios and single-asset deals.

Able to draw from the expertise of corporate, projects, finance and regulatory lawyers spread throughout the firm's national offices, Hunton Andrews Kurth LLP's multi-disciplinary energy team is well-positioned to advise stakeholders on the acquisition, financing, and development of electric-generating facilities employing both conventional and renewable technologies. While the firm has expertise throughout a project's life cycle, including as it relates to some energy company M&A, it is perhaps best-known for its work at the inception of a project for developer and project sponsor clients, including DTE Energy and EmberClear. The firm also handles a considerable volume of debt financing work for commercial banks, as well as advising them on their wind and solar tax equity investments. Washington DC-based partner Jeffrey Schroeder leads the energy and infrastructure team and regularly handles project financing mandates in the conventional power sector for both lenders and borrowers.

With strong energy-related transactional capabilities on the West Coast -  primarily from the firm's Seattle office - and also able to leverage a compelling Washington DC-based regulatory offering, K&L Gates is well-positioned to advise stakeholders across the waterfront of M&A, project development, financing and joint venture structuring relating to both conventional and renewable sources of energy. As well as work for developers, investors, and lenders, the firm is well-versed in negotiating and drafting complex offtake agreements and has advised many high-profile corporates and universities as end-users in virtual and physical PPAs. Benefiting from in-house experience at an international power plant EPC contractor, David Hattery provides excellent insight into the construction aspects of power projects and co-heads the firm's power group alongside renewables tax expert Elizabeth Crouse.

Leveraging the firm's project finance, tax and regulatory capabilities and also strengthened by the arrival of number of core energy transactional lawyers in recent years, including that of Christopher Gladbach  from Orrick, Herrington & Sutcliffe LLP in March 2020, McDermott Will & Emery LLP is increasingly well-placed to advise funds, developers and utilities across a full scope of their power-related mandates. While M&A and financing work, throughout the project life cycle, is a driver for a good deal of the firm's renewable and conventional power work, it is also well-versed at advising on power production agreements and power trading matters, an area in which Washington DC-based partner Robert Lamkin has a particular strength. Edward Zaelke and Philip Tingle co-head the firm's global energy project finance team from Los Angeles and Miami, respectively.

Gaining from its 'good combination of banking, project finance, and asset-based skills', the Charlotte-based team at Moore & Van Allen, PLLC 'punches above its weight' and provides 'highly reliable and concise' advice to investors and developers on power M&A, as well as EPC-related structuring and commodity transactions relating to electric generating projects. Team head Joe Fernandez provides 'sensible and nimble' advice and continues to handle a considerable volume of work for Ares Management on its investments and disposals in the conventional power sector.

Led from New York by Jeffrey Delaney, Pillsbury Winthrop Shaw Pittman, LLP has carved a successful niche for itself advising energy companies and their underwriters on debt and equity capital markets work. Because of the firm's defined focus in the area it has developed expertise advising on many specialized energy financings, including “stranded cost” securitization techniques for public utilities.