Energy Transactions + Strategic Counseling


Our energy attorneys provide strategic counseling to clients with interests in the natural gas, electric, and oil pipeline businesses. We regularly represent parties in a wide variety of merchant energy and commodity transactions, and assist clients working to develop renewable and conventional energy, LNG, and gas pipeline projects, and to authorize, expand, or restructure generation, transmission, and distribution facilities.

We have successfully counseled clients - including private equity firms, investment banks, foreign investors, sovereign wealth funds, hedge funds, lenders, independent power producers, investor-owned utilities, and renewable energy producers - concerning:

  • FERC, DOE, Nuclear Regulatory Commission (NRC), and state energy regulatory approvals required for mergers, acquisitions, or changes in control of electric and gas facilities and companies;
     
  • Structuring energy market transactions to comply with, qualify for exemptions from, or mitigate exposure in connection with, federal and state utility regulation;
     
  • Obtaining government approvals or exemptions and preparing submissions to implement transactions or to construct, own, or operate facilities under the Federal Power Act, the Natural Gas Act, the Public Utility Holding Company Act of 2005, the Public Utility Regulatory Policies Act of 1978, the Atomic Energy Act of 1954, and state utility and siting laws;
     
  • U.S. energy policy development and direction, restructuring of the electric and gas industries at the federal and state levels, competitive market structures at the wholesale and retail levels, third-party access to transmission and distribution, market power, affiliate issues, market monitoring, and related issues;
     
  • Renewable energy portfolio standards, resource adequacy, generation and transmission project siting and development, retail power sales, distribution infrastructure, interconnection and transmission service, smart grid, demand response, energy efficiency, distributed generation, microgrids, and energy storage rules and policies; and
     
  • Rate and service issues in proceedings before FERC and state energy regulatory commissions, incentive rates for new transmission infrastructure, market-based rates, capacity markets, interconnection agreements and disputes, sale-leaseback transactions, complaints alleging undue discrimination, contract disputes, terms and conditions of gas pipeline certificates, and transparency issues.

Representative Experience

  • KKR and TPG in successfully obtaining FERC and NRC approvals in connection with the purchase of TXU Corp., a $45 billion transaction.
     
  • China Investment Corporation in successfully obtaining approvals from FERC and the New York Public Service Commission in connection with its $1.6 billion investment in AES Corp.
     
  • Major electricity and natural gas companies with regard to compliance with CFTC regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act. We have also advised clients with respect to requirements imposed on commercial end users of derivatives by CFTC regulations, including with regard to corporate resolutions to elect the end-user exception, hedging policies, recordkeeping, reporting, and documentation requirements.
     
  • Fiera Axium Infrastructure in connection with an acquisition of a 49 percent private equity interest in a wind farm located in Oregon State from EDP Renewables North America.
     
  • UBS Infrastructure & Private Equity in connection with its pending acquisition of a U.S. wind farm portfolio.
     
  • Consortium of lenders in the financing of the Post Rock project, a 201 MW wind farm in Kansas.
     
  • BMO Capital Markets as financial advisor to CNOOC Ltd., China’s largest producer of offshore crude oil and natural gas, in its $19.4 billion acquisition of Nexen Inc., a Canadian upstream oil and gas company.
     
  • Mitsui & Co., Ltd., in its agreement to acquire 30 percent of a Kinder Morgan Inc. affiliate company that is constructing a $200 million natural gas pipeline in Arizona. The planned pipeline will connect to an existing line in Tucson and extend 62 miles to Sasabe, Ariz., which sits on the Arizona-Mexico border. An estimated 200 million cubic feet of gas will be transported each day.
     
  • Clean Energy Fuels Corp., the leading provider of natural gas for transportation in North America, in connection with its acquisition of IMW Industries for $125 million plus a $40 million earnout over the next four years; in a $200 million project financing with General Electric Company in the construction and operation of two LNG plants in the United States; and state energy regulatory matters.
     
  • AES Corporation with respect to its acquisition of three power plants from Southern California Edison Company for $750 million.

KKR and TPG in successfully obtaining FERC and NRC approvals in connection with the purchase of TXU Corp., a $45 billion transaction.


China Investment Corporation in successfully obtaining approvals from FERC and the New York Public Service Commission in connection with its $1.6 billion investment in AES Corp.


Major electricity and natural gas companies with regard to compliance with CFTC regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act. We have also advised clients with respect to requirements imposed on commercial end users of derivatives by CFTC regulations, including with regard to corporate resolutions to elect the end-user exception, hedging policies, recordkeeping, reporting, and documentation requirements.


Fiera Axium Infrastructure in connection with an acquisition of a 49 percent private equity interest in a wind farm located in Oregon State from EDP Renewables North America.


UBS Infrastructure & Private Equity in connection with its pending acquisition of a U.S. wind farm portfolio.


Consortium of lenders in the financing of the Post Rock project, a 201 MW wind farm in Kansas.


BMO Capital Markets as financial advisor to CNOOC Ltd., China’s largest producer of offshore crude oil and natural gas, in its $19.4 billion acquisition of Nexen Inc., a Canadian upstream oil and gas company.


Mitsui & Co., Ltd., in its agreement to acquire 30 percent of a Kinder Morgan Inc. affiliate company that is constructing a $200 million natural gas pipeline in Arizona. The planned pipeline will connect to an existing line in Tucson and extend 62 miles to Sasabe, Ariz., which sits on the Arizona-Mexico border. An estimated 200 million cubic feet of gas will be transported each day.


Clean Energy Fuels Corp., the leading provider of natural gas for transportation in North America, in connection with its acquisition of IMW Industries for $125 million plus a $40 million earnout over the next four years; in a $200 million project financing with General Electric Company in the construction and operation of two LNG plants in the United States; and state energy regulatory matters.


AES Corporation with respect to its acquisition of three power plants from Southern California Edison Company for $750 million.

Zori G. Ferkin
Of Counsel
Washington D.C.
(202) 887-1532

Robert S. Fleishman
Senior Of Counsel
Washington D.C.
(202) 887-8768

Julian E. Hammar
Of Counsel
Washington D.C.
(202) 887-1679

Peter W. Hanschen
Senior Of Counsel
San Francisco
(415) 268-7214

Robert H. Loeffler
Senior Counsel
Washington D.C.
(202) 887-1506

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