Jonathan M. A. Melmed

Jonathan Melmed is a partner in the Corporate Department based in New York. He serves as the head of the firm’s Private Equity practice in New York. Mr. Melmed represents private equity funds and their portfolio companies, hedge funds, corporate clients and investment banking firms in U.S. and International M&A and complex corporate transactions. He has extensive M&A and PE experience in the alternative energy, infrastructure, energy, media, telecommunications, life sciences, technology, insurance and real estate sectors. Mr. Melmed also plays a leading role in the firm’s Canada practice. In 2013, Mr. Melmed has been recognized by the Legal 500 US for M&A: Large Deals as well as for Energy: Renewables/Alternatives and Capital Markets: Global Offerings. In 2012, Legal 500 US for M&A referred to Mr. Melmed as “incredibly responsive and able to handle difficult negotiations and matters…results oriented.”

While focusing on international mergers & acquisitions and private equity transactional work, he has also represented numerous companies and investment banks on U.S. securities transactions, including initial public offerings, as well as both public and private debt offerings.

Mr. Melmed’s representative fund clients have included, among others, The Alaska Permanent Fund, Blackstone Capital Partners, BMO Capital, Brevan Howard, the Caisse de Dépôt et Placement du Québec, Caithness Private Equity, Citi Alternative Investments, EJF Capital, Elliott Associates, EnerTech Capital Partners, Fiera Axium Infrastructure, Hapoalim Capital, Harbinger Capital Partners, La Coop fédérée, Lyxor (f/k/a Société Générale Asset Management), Macquarie Capital, Morgan Stanley Private Equity, Novus Capital, OMERS Private Equity, Ontario Teachers, Opus Capital, Public Sector Pension Plan (PSP), SCP Private Equity, Southern Cross Private Equity, Strategic Value Partners and UBS Infrastructure.

He received an LL.B., with Distinction, Dean’s Honour List, from McGill University, Faculty of Law (1998); a B.C.L., with Distinction, Dean’s Honour list, Faculty of Law, from McGill University (1998); and a B.A., with Great Distinction, Dean’s Honour List and James McGill Scholar, from McGill University (1994). Mr. Melmed is admitted to practice in New York (1999) and Quebec, Canada (2006). Mr. Melmed is also fluent in French.

Rankings

• Recommended as a leading U.S. M&A lawyer by Legal 500 US (2011, 2012 and 2013)
• Recognized as a leading U.S. Energy: Renewables/Alternatives lawyer by Legal 500 US (2013)
• Recognized as a leading U.S. Securities lawyer by Legal 500 US 2013 in the category of Capital Markets: Global Offerings (2013)
• Named by New York Super Lawyers for M&A (2010 and 2013)
• Included in Marquis’ Who’s Who in American Law (2011-2012)

Publications

• “Unsolicited Views,” Morrison & Foerster Newsletter, August 2013 
• “Canada M+A/PE Deal Report,” Morrison & Foerster Quarterly Update, Q2 2013 Update 
• “Recent Trends In Green Energy M&A,” Law360, February 29, 2012
• “Regulatory Considerations for Foreign Investment in Alternative Energy & Cleantech,” The M&A Lawyer, February 2012
• “Recent Trends in Financing & Structuring Green Energy M&A Deals,” Corporate Practice NewsWire, January 2012
• “Pay-to-Play or No-Way,” The Deal, January 15, 2008

Speaking Engagements 

• “Think Different, The Private Equity Approach to Energy Investment,” Private Equity International Energy Investment Summit, New York, NY, October 2, 2013 
• “International M&A in the High Tech and Energy Sectors,” 13th Annual Conference of the Israel Bar Association and 4th Joint Conference of the American Bar Association Section of International Law, May 27, 2013
• “Canada Outbound: An Insider’s Guide to Cross Border M&A,” The Deal Webinar, May 16, 2013 
• “Agribusiness M&A and Private Equity 2013 Outlook,” MoFo Webinar, February 20, 2013 
• “Renewable Energy Deals: Evolving Opportunities for M&A and Private Equity,” The Deal Webinar, October 18, 2012
• Infrastructure Investor: Energy Summit 2012, PEI, October 2-3, 2012
• M+A Panel, Agrion: Energy & Sustainability Summit, February 2012
• “Financing & Structuring Corporate M&A Deals,” Green Energy M&A Outlook for 2012, Santa Clara, CA, November 15-16, 2011
• “Latin American Regional Update: Hedge Funds, Private Equity & Real Assets,” Latin Market Brazil Toronto Roundtable, Toronto, ON, May 16, 2011
• “Financing Government & Private Sector Financing,” Eilat-Eilot International Renewable Energy Conference & Exhibition, Eilat, Israel, February 16 - 18, 2010
• “Private Equity General Counsel Roundtable,” 2009 Leadership in the Private Capital Markets, New York, NY, November 11, 2009
• “The Changing Venture World: What Can We Expect for the Next 24 Months?,” NY Venture Summit, New York, NY, June 17, 2009
• “What You Need to Know About: Developing a Financeable Gasification Project,” The Gasification Conference, Calgary, Alberta, Canada, September 18-19, 2008
• Green Business Summit, New York, NY, June 18, 2008
• “Exit Strategies and Exit Values,” US/Israel Venture Summit, Newark, NJ, March 19-20, 2007

Representative Matters

• Representing the Alaska Permanent Fund in connection with a private equity transaction involving BlackRock Private Equity in the U.S. (2013)
• Representing the Alaska Permanent Fund in connection with a private equity transaction involving LS Power in the U.S. (2013)
• Representing Fiera Axium Infrastructure in connection with an acquisition of a 49% private equity interest in a wind farm portfolio located in Oregon State from EDP Renewables North America. (2013)
• Representing UBS Global Asset Management/Infrastructure in connection with its pending acquisition of a U.S. wind farm portfolio. (2013)
• Representing Johnson & Johnson in connection with a media sector U.S. acquisition. (2013)
• Represented Morguard Corporation in connection with a $450M acquisition of certain multi-family residences from Pearlmark. (2013)
• Representing Virginia-based EJF Capital in a corporate M&A matter in the U.S. involving a U.S. REIT. (2013)
• Represented Future Electronics in an Asia & European financing transaction. (2013).
• Represented the Alaska Permanent Fund, indirectly through its investment in Global Infrastructure Partners Ltd and directly along with several co-investors, in the acquisition of a 35 percent interest in the container terminal operations business of Switzerland’s MSC Mediterranean Shipping Co. SA for approximately $1.93 billion. (2013)
• Representing a private equity management team in a joint venture with a prominent hedge fund to create a platform to acquire distressed private equity/hedge funds and alternative asset managers. (2013)
• Representing a Canadian healthcare company in connection with a U.S. high yield offering. (2013)
• Representing certain life insurance companies in connection with their acquisition financing of a utility scale, solar power plant portfolio. (2013)
• Represented a co-lead investment bank as financial advisor to CNOOC Ltd., China’s largest producer of offshore crude oil and natural gas, in its pending $19.4 billion acquisition of Calgary-based Nexen Inc., a Canadian upstream oil and gas company. (2013)
• Represented Japan-based Mitsui in a private equity investment in a GDF Suez Canada’s 680 MW wind farm aggregation. (2012)
• Represented Toronto-based Morguard Corporation in its acquisition, through a wholly owned subsidiary, of a 100% freehold interest in Alta at K Station, a LEED Gold Certified high rise residential rental complex in Chicago, Illinois for approximately $300 million. (2012)
• Representing Brevan Howard, a European-based hedge fund, in a potential U.S. corporate acquisition. (2012)
• Representing RBC Dominion Securities and JMP Securities in a U.S. equity offering in the life sciences sector. (2012)
• Representing Morguard in a U.S. financing transaction in Florida. (2012)
• Representing Nomura Securities International in a U.S. corporate/project finance transaction in the renewable energy sector. (2012)
• Representing Trimel Pharmaceuticals Corporation in a U.S. private placement of equity securities. (2012)
• Representing EnerTech Teneo Growth Equity Fund in an energy technology private equity fund formation transaction. (2012)
• Representing Fiera Axium Infrastructure Inc. with respect to a North American fund formation transaction. (2012)
• Represented a consortium of private equity funds in an investment into Space-Time Insight, a smart grid company based in California. (2012)
• Represented an investment bank in connection with its potential private equity investment in a solar PV company in the U.S. (2012)
• Represented a Canadian REIT on a cross border REIT IPO transaction. (2012)
• Represented U.S.-based Kaplan Inc. in connection with a sell-side auction of one of its wholly-owned subsidiaries to a U.S. buyer in the education sector. (2012)
• Represented Mitsubishi Corporation in a joint venture transaction in the waste to energy sector in the U.S. (2012)
• Represented Export Development Canada (“EDC”) in a bilateral financing in the U.K. (2012)
• Represented a consortium (including a prominent Canadian pension plan) in a M&A transaction involving a transportation asset in an emerging market. (2012)
• Represented TDI-USA Holdings Corp. (“TDI USA”), a wholly-owned subsidiary of Toronto-based Transmission Developers Inc. (“TDI”), for the purpose of developing the assets of three transmission projects in the United States, financed by The Blackstone Group for over $1 billion. (2012)
• Represented Elliott Management, a New York-based hedge fund in a proposed acquisition in the insurance sector. (2012)
• Represented Morguard (a Canadian REIT) in a private equity transaction in California. (2012)
• Represented New York-based Caithness Development in connection with a U.S. private equity investment. (2012)
• Represented a Turkey-based company in a M&A transaction involving the U.S. and Canada. (2012)
• Represented a leading U.S. based clean tech fund in a $500 million late stage fund formation transaction. (2012)
• Represented two investment banks in a U.S. commercial dispute. (2012)
• Represented Export Development Canada in a $250 million bilateral loan financing of Petrobras in Brazil. (2011)
• Represented OMERS Private Equity (USA) with respect to a commercial dispute involving one of their U.S. portfolio companies in the media sector. (2011)
• Represented Barclays Natural Resource Investments (BNRI) division of Barclays Capital, the investment banking division of Barclays Bank PLC, in connection with its private equity investment in K Road Power, an independent power developer focused on developing, financing, owning and operating utility-scale solar projects in the Southwest United States. (2011)
• Represented an investment bank which served as financial advisor to Townsquare Media, LLC’s in connection with its acquisition of Millennium Radio Holdings, LLC. (2011) 
• Represented Harbinger Capital Partners LLC in its acquisition of Old Mutual U.S. Life Holdings, Inc. for approximately $350 million. (2011)
• Represented CoaLogix Inc. in connection with the sale of the company for $101 million. The sale was to funds managed by Energy Capital Partners. (2011)
• Represented Morguard (a Canadian REIT) in an acquisition of the Boynton shopping center located in Florida. (2011)
• Represented a Greenwich-based hedge fund in a M&A/restructuring transaction.
• Represented EnerTech Capital in a venture capital transaction involving Tangent Energy Solutions.
• Represented Strategic Value Partners, a U.S. hedge fund in the sale of Pacific Crossing to NTT Communications in Japan.
• Represented Vale in a tender offer bid for all of the outstanding shares of capital stock of Montreal-based Alcan Inc. The winning bid was for $38 billion.
• Represented Citigroup’s Alternative Investments in its private equity investment in GreatPoint Energy, Inc., a U.S.- based coal gasification company.
• Represented G.E. in its bid for Hydro-Québec’s controlling interest in HQI Transelec Chile S.A. The winning bid was for $1.8 billion.
• Represented Magna E-Car Systems of America in a proposed venture capital investment in a U.S. solid state battery manufacturer.
• Represented OMERS Private Equity in a proposed M&A transaction.
• Represented an investment bank in a U.S.-Canada financing.
• Represented Manulife Corporation in a U.S.-Canada financing of a wind farm.
• Represented New York-based Conduit Capital Partners in an acquisition of a portfolio of power plants in certain undisclosed emerging markets.
• Represented Toronto-based Morguard Corporation in a U.S. joint venture in connection with the acquisition of certain real estate properties in New Jersey.
• Represented Morgan Stanley’s Infrastructure fund in an acquisition of a power plant in Kansas.
• Represented Vancouver-based Goldcorp Inc. in a multi-billion dollar joint venture/project financing transaction in an undisclosed emerging market.
• Represented Montreal-based Induspac in its sale of a wholly-owned subsidiary to Forest Resources, LLC.
• Represented Montreal-based Canadian National Railway Company (CN) in a corporate commercial dispute matter in the U.S.
• Represented Southern Cross Private Equity Fund III, L.P. in a joint venture/private equity investment in a pharmaceutical company in Mexico.
• Represented Tri-White Corporation, a Canadian merchant bank in a M&A transaction involving a Connecticut-based company.
• Represented Environmental Capital Partners, LLC, a New York-based buyout fund (affiliated with Emigrant Savings Bank) focused on the climate change sector with respect to a bid for an environmental consulting business.
• Represented Sierra Geothermal Power Corp., a Vancouver-based geothermal company in a joint venture with a U.S. developer in Nevada.
• Represented Investment bank as agent for a syndicate of secured owners of China-based PRC, LLC who became equity lenders under a reorganized limited liability company.
• Represented Morgan Stanley Private Equity with respect to its private equity investment in Solar Monkey, Inc.
• Represented Morgan Stanley Private Equity with respect to its private equity investment in Recurrent Energy, Inc.
• Represented Morgan Stanley Private Equity with respect to its private equity investment in EyeOn Energy, Ltd.
• Represented Calgary-based Xtreme Coil Drilling Corp. regarding U.S. matters relating to a secured financing by HSBC Bank.
• Represented U.S.-based Leaf Clean Energy Company, which is an alternative energy focused private equity fund, in a private equity investment in Greenline Industries Inc.
• Represented OMERS Capital Partners, the private equity arm of the Ontario Municipal Employees Retirement System (OMERS), in its acquisition of all of the outstanding shares of Give and Go Holdings Corp., the North American market leader in premium thaw-and-serve sweet baked goods.
• Represented Strategic Value Partners, a Greenwich, CT hybrid hedge/private equity fund in a convertible debt/restructuring deal in the packaging sector in Greece.
• Represented the venture capital arm of an investment bank, in its secured financing of Montreal-based Europe’s Best, a frozen food company.
• Represented the special committee of directors of Bed Bath & Beyond in its acquisition of buybuy Baby, a privately held retailer of infant and toddler merchandise.
• Represented Toronto-based Morguard Corporation and Revenue Properties in the approximately $434 million acquisition of Sizeler Property Investors, a U.S. public Real Estate Investment Trust (REIT) that was listed on the New York Stock Exchange.
• Represented OMERS Capital Partners, a Toronto-based pension fund, in its leveraged buyout of Market Wire Inc., a media company based in California.
• Represented SCP Private Equity Partners, L.P., a U.S.-based private equity fund, in its private equity investment in Deep Breeze, Ltd. based in Israel.
• Represented Tenaska Power Fund, a U.S.-based energy buyout fund, in its $1.6 billion acquisition of 3,145 megawatt natural gas-fired plants from Constellation Energy.
• Represented Energy Innovations Portfolio A.G., a Germany-based venture capital fund, as well as a consortium of investors in a venture capital financing and recapitalization of New Jersey-based Energy Photovoltaics Inc. and a subsequent M&A transaction involving EPV Solar Inc.
• Represented Great Western Diamond Corp., a Calgary mining company, in its U.S. private placement of various equity securities in connection with its simultaneous Canadian public offering.
• Represented Fortress Investments LLC in its acquisition of Alterra Healthcare Corporation as part of a 363 bankruptcy auction.
• Represented Dresdner Kleinwort/Dovrat Shrem in the IPO of Israel-based Advanced Vision Technology Ltd.
• Represented Viacom Inc. in its acquisition of BET Holdings II, Inc.
• Represented CIT Group Inc. in its private equity portfolio sales of both direct and indirect investments, including to Goldman Sachs & Co. and HarbourVest Partners, LLC.
• Represented Magna Entertainment Corp. in connection with its dual offering of shares of common stock on the Nasdaq National Market and the Toronto Stock Exchange.
• Represented an investment bank in the IPO of Allied Riser Communications Corporation.