Dale Caldwell is a partner in the firm’s Finance Department. His practice focuses on a broad variety of sophisticated financing transactions, including: project finance, in which he represents lenders, project sponsors and construction contractors in connection with development and financing of infrastructure projects around the world; and LBO/MBO and other acquisition finance, in which he regularly represents lenders and both strategic and financial buyers. Mr. Caldwell also has substantial experience advising companies on cross-border M&A, joint venture and strategic alliance transactions. Mr. Caldwell previously served as the co-chair of the firm’s Global Finance Department.

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Experience

  • Represented X-Elio in its divestment of a portfolio of Japanese solar assets consisting of four operating plants and three plants under construction with an aggregated capacity of 187 MW, to a consortium formed by Japanese institutional investors for an aggregate enterprise value of approximately $700 million.

  • Represented SoftBank in the acquisition financing secured for its $21.6 billion acquisition of a 78% interest in U.S. wireless operator Sprint Nextel. The transaction was the largest announced U.S. M&A transaction of 2012, the largest outbound investment from Asia and the largest U.S. M&A transaction in Japan’s history.

  • Representing Mitsui Gas e Energia do Brasil Ltda in its acquisition of a 49% stake in Petrobras Gás S.A – Gaspetro, a wholly owned subsidiary of Brazilian state-owned oil company Petróleo Brasileiro S.A. – Petrobras, for approximately US$500 million. Gaspetro holds an interest in 19 companies that distribute natural gas under concession agreements with 19 different Brazilian states.

  • Represented Mitsui & Co., Ltd. in the formation of a joint venture in Brazil with Odebrecht TransPort S.A. (transportation arm of Brazilian conglomerate Odebrecht S.A.), which will be devoted to developing and operating public-private partnership (PPP) projects in the Brazilian urban mobility transportation market. Mitsui will own 40% of the joint venture company, which will be formed with initial contributions of cash and interests in four transportation projects.

  • Represented SCM Minera Lumina Copper Chile in connection with the $1.4 billion limited recourse project financing for the development of the Caserones Copper and Molybdenum Mining Project in Chile. Minera Lumina is 75% owned by Pan Pacific Copper (which is a joint venture of JX Holdings, Inc. and Mitsui Mining & Smelting Co., Ltd.) and 25% owned by Mitsui & Co., Ltd. The financing consisted of a $1.1 billion senior facility provided by JBIC and a group of commercial banks that received the benefit of a NEXI guaranty, and a $300 million junior facility provided by a group of commercial banks that received a guaranty from JOGMEC.

  • Represented Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation in a $320 million junior facility provided by a group of commercial banks that received the benefit of a JOGMEC guaranty. The junior facility will be used by such entities to provide sponsor funding for the development of a large copper and molybdenum mine under development in the Sierra Gorda district of Chile.

  • Represented Mitsui & Co., Ltd. and Tokyo Gas Co., Ltd. in their $1.2 billion acquisition of a controlling interest in five gas-fired combined cycle power stations in Mexico with an aggregate total generating capacity of 2,233MW and a related gas pipeline company, and in connection with the financing for such acquisition.

  • Represented Toshiba America Nuclear Energy Corporation (TANE) in its role as EPC contractor for the design and construction of a two unit, 2,800 MW Advanced Boiling Water Reactor nuclear power plant at the South Texas Project in Texas.  Also representing TANE in connection with a vendor financing credit facility made available to one of the owners of the new units at the South Texas Project.

  • Represented Toshiba America Nuclear Energy Corporation in its $300 million investment in Nuclear Innovation North American LLC, a joint venture with NRG Energy Inc. that was formed to develop nuclear projects in North America.

  • Represented Woodside Petroleum Limited in the $1.5 billion financing for this liquefied natural gas project in Australia. Japan Bank for International Cooperation (JBIC) provided a $1 billion tranche, and a syndicate of commercial lenders, lead by The Bank of Tokyo Mitsubishi UFJ, Ltd., provided the remaining $500 million tranche.

  • Represented Mizuho Corporate Bank, Ltd., as lead arranger, agent, and lender in several leveraged buy-out acquisition financings, including (l) the 10,000,000,000 (yen) financing for a private equity firm's acquisition of a group of located in Japan, Australia, New Zealand, Singapore and Canada, including the extension of a post-acquisition revolving credit facility and (ii) the $210,000,000 financing provided in connection with two private equity firms' acquisition of a group of companies located in Japan and the U.S. (including post-acquisition revolving credit and letter of credit facilities).

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