The Energy and Infrastructure Group 2007 Representative Transactions
Mergers and Acquisitions
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
AMCI CAPITAL ACQUISITION OF Representation of AMCI Capital, a private equity firm managed COOKE SECTION by the founders and shareholders of American Metals & Coal International, a U.S. coal and sources company, in connection with its $420 million acquisition with partners First Reserve Corporation and Pamodzi Investment Holdings of a 60% stake in uranium and gold assets in South Africa known as the Cooke Section. The transaction is expected to close in 2008. Simpson Thacher also represented AMCI Capital in its formation, with Pamodzi Investment Holdings, of Pamodzi Resources Fund I, currently the largest private equity fund on the African continent, with committed capital of $1.3 billion. Pamodzi Resources Fund I is focused on investments in resource-related opportunities in southern Africa.
CS WIND Representation of Goldman Sachs Principal Investment Area in connection with its investment in CS Wind Corp., a Korean wind power manufacturer.
ENEL/ACCIONA BID FOR ENDESA Representation of ENEL S.p.A., Italy’s largest power company, in connection with its unsolicited joint bid with Acciona, S.A., a Spanish infrastructure and construction company, for 100% of the share capital of Endesa, S.A., Spain’s largest power company. The transaction is valued at €43.4 billion ($57.9 billion). The transaction resolved a protracted takeover battle and resulted in the withdrawal of a previous bid by German energy utility E.On.
EXCEL MINING SYSTEMS Representation of Excel Mining Systems LLC (owned by a consortium led by Snow Phipps Group) in connection with its $670 million sale to Orica Limited. Excel, a leading manufacturer and distributor of roof bolts and other mining safety products, was acquired in a leverage buyout by a consortium led by Snow Phipps.
Mergers and Acquisitions
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
FIRST RESERVE ACQUISITION OF Representation of First Reserve Corporation in connection with BRAND ENERGY its $1.5 billion acquisition of Brand Energy & Infrastructure Services, Inc., a global leader in the energy infrastructure sector. First Reserve is a private equity firm that specializes in the energy industry.
FIRST RESERVE SALE OF DRESSER Representation of First Reserve in the sale of its portfolio company, Dresser, Inc., to an investor group led by Riverstone Holdings LLC. First Reserve also joined Riverstone and Lehman Brothers Co-Investment Partners in the investor group. Dresser is a leading manufacturer and marketer of highly engineered infrastructure products for the global energy industry.
FIRST RESERVE SALE OF OHMSTEDE Representation of First Reserve Corporation in the sale of its LTD. portfolio company, Ohmstede Ltd., to EMCOR Group, Inc. for a purchase price of approximately $456.9 million. Ohmstede is a leading heat exchanger services provider headquartered in Beaumont, Texas.
ITC HOLDINGS ACQUISITION OF Representation of ITC Holdings Corp. and its subsidiary ITC IP&L Midwest LLC in connection with the acquisition of the electric transmission assets of Interstate Power and Light Company, a subsidiary of Alliant Energy Corporation. The transaction was valued at approximately $780 million. The firm also represented ITC Holdings in connection with the related acquisition bridge financing and subsequent refinancing as described below under “Capital Markets.”
GRUPO AEROPORTUARIO DEL Representation of JPMorgan in its role as financial advisor to SURESTE, S.A.B. DE C.V. the board of directors of Grupo Aeroportuario del Sureste, S.A.B. de C.V., a private operator of several airports in the southeast of Mexico. JPMorgan delivered a tender offer fairness opinion to a special committee of the board of directors of Grupo Aeroportuario del Sureste, S.A.B. de C.V. in connection with a proposed tender offer by Agrupación Aeroportuaria Internacional II, S.A. de C.V., an entity controlled by Mr. Fernando Chico Pardo.
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Mergers and Acquisitions
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
KEYSPAN SALE TO NATIONAL GRID Representation of KeySpan Corporation in connection with its PLC sale to National Grid plc, a transaction that created the third- largest energy delivery utility in the United States. National Grid acquired all of the outstanding shares of KeySpan for $42 per share or $7.3 billion in cash, with assumed debt of approximately $4.5 billion for an enterprise value of $11.8 billion.
KING STREET CAPITAL Representation of funds managed by King Street Capital MANAGEMENT FUNDS' ACQUISITION Management, L.L.C. in connection with the acquisition through OF 50% INTEREST IN LOUISIANA a bankruptcy auction process of Calpine Acadia Holdings, GENERATING FACILITY THROUGH LLC's 50% interest in Acadia Power Partners, LLC, a company BANKRUPTCY AUCTION which owns and operates an approximately 1,000 MW gas-fired electric generating facility located in Acadia Parish, Louisiana, for a purchase price of approximately $189 million.
MTAR TECHNOLOGIES Represented The Blackstone Group in connection with its investment of approximately US$65 million in MTAR Technologies, a manufacturer of nuclear power reactor components.
SPIN-OFF OF PATRIOT COAL Representation of Peabody Energy Corporation in connection with the spin-off of its wholly-owned subsidiary, Patriot Coal Corporation. The spin-off was accomplished through a special dividend of all outstanding shares of Patriot to Peabody shareholders. The shares were listed on the New York Stock Exchange and resulted in an initial market capitalization of approximately $1 billion.
PPL CORPORATION LATIN Representation of PPL Corporation in connection with the AMERICAN DIVESTITURE divestiture of its Latin American regulated electric delivery businesses in Bolivia, Chile and El Salvador, for a total consideration of $851 million. The final sale was completed in November 2007 with the sale of PPL's interest in its Chilean electricity delivery business to Compañía General de Electricidad S.A. for $660 million. PPL is a global energy holding company headquartered in Allentown, PA.
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Mergers and Acquisitions
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
PPL CORPORATION DIVESTITURE OF Representation of PPL Corporation in connection with the sale GAS AND PROPANE BUSINESSES of its gas and propane businesses held by its PPL Gas Utilities Corporation and Penn Fuel Propane, LLC subsidiaries.
SEMPRA ENERGY AND RBS JOINT Representation of The Royal Bank of Scotland PLC in VENTURE connection with the formation of a global commodities trading joint venture with Sempra Energy The joint venture, RBS Sempra Commodities LLP, combined the commodities trading operations held by various subsidiaries of Sempra Energy in a transaction valued at approximately $2.6 billion. The joint venture represents a unique combination of an industry leading commodities operation with one of the world’s largest banking and financial services operations.
TRACTABEL PERU Representation of Tractabel Peru in connection with the auction process for Electro Andes. Electro Andes is an electricity transmission company operating in the Lima metropolitan region.
TXU CORP. Representation of Kohlberg Kravis Roberts & Co. and Texas Pacific Group in connection with the acquisition of TXU Corp., a Dallas-based energy company, which is the largest power producer in Texas, in a transaction valued at $45 billion. The transaction was the largest leveraged buyout ever completed and was also notable for environmental commitments made by the acquirers. The Firm also represented KKR and TPG in connection with the related acquisition financing and tender offers.
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Capital Markets
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
BRENCO PRIVATE PLACEMENT Representation of Goldman, Sachs & Co. as placement agent in connection with an initial equity offering by BRENCO which raised approximately US$200 million. BRENCO is a start-up company that intends to become a large-scale, low-cost producer of sugarcane-based ethanol and to participate in the expanding market for bio-fuels.
CIMAREX ENERGY CO OFFERING Representation of JPMorgan, Lehman Brothers and the other underwriters in connection with the offering of $350 million 7.125% Senior Notes due 2017 by Cimarex Energy Co. Cimarex is a Denver based independent oil and gas exploration and production company.
CONNACHER OIL AND GAS LIMITED Representation of Connacher Oil and Gas Limited in OFFERING. connection with its high yield offering of US$600 million of 10.25% Senior Secured Notes due 2015. Connacher is a Calgary-based crude oil and natural gas exploration, development and production company primarily focused on the development and production of oil sands on its 95,000 acres of oil sands leases near Fort McMurray, Alberta.
CORRAL FINANS AB (PUBL) Representation of Deutsche Bank AG, London Branch, as underwriters, in connection with the offering by Corral Finans AB (PUBL) of €355 million Floating Rate Split Coupon Notes due 2010 and $350 million Floating Rate Split Coupon due 2010. Corral is the holding company of Preem Petroleum, one of Europe’s largest independent oil refining companies.
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Capital Markets
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
COSAN, LTD IPO Representation of Credit Suisse, Goldman Sachs and Morgan Stanley, as underwriters, in connection with the global initial public offering of US$1.2 billion Class A common shares (111,678,000 shares) of COSAN, Ltd. The Class A common shares, which were registered with the U.S. Securities and Exchange Commission and the Brazilian Securities Commission, were offered in the United States and other countries outside of Brazil, as well as in Brazil in the form of Brazilian Depositary Receipts (BDRs). The transaction was the largest SEC-registered IPO of a Brazilian business since 2000. COSAN is the largest producer of ethanol and sugar in Brazil and the second largest producer of ethanol in the world.
COVANTA OFFERING Representation of Lehman Brothers Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated in connection with Covanta Holding Corporation’s public offering of approximately $125 million of Covanta’s common stock and $374 million aggregate principal amount of 1.0% Senior Convertible Debentures due 2027. The offerings were part of Covanta’s recapitalization. Covanta is a leading developer, owner and operator of infrastructure for the conversion of energy-from-waste, waste disposal, renewable energy production and independent power production.
DELTA PETROLEUM CORPORATION Representation of JPMorgan, Lehman Brothers and Deutsche OFFERINGS Bank Securities, as joint book-running managers, in connection with offerings by Delta Petroleum Corporation of (i) 7,130,000 shares of common stock and (ii) $115 million aggregate principal amount of 3.75% Convertible Senior Notes due 2037. Delta Petroleum is Denver, Colorado based independent energy company engaged primarily in the exploration for, and the development, production and sale of, natural gas and crude oil.
DOMINION RESOURCES, INC. DEBT Representation of Citi, Barclays Capital, Merrill Lynch, Credit TENDER OFFER Suisse and Deutsche Bank Securities, as dealer managers, in connection with a tender offer by Dominion Resources to purchase up to $2.5 billion of its debt securities.
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Capital Markets
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
DUKE ENERGY CORPORATION Representation of J.P. Morgan Securities Inc., as solicitation CONSENT SOLICITATION agent, in connection with solicitations by Duke Energy with respect to seven series of debt securities to permit indenture amendments to clarify that the company could convert its form of organization to a limited liability company.
E.ON CAPITAL MARKETS TENDER Representation of J.P. Morgan Securities Inc., as dealer manager OFFERS AND CONSENT and solicitation agent, in connection with tender offers and SOLICITATIONS consent solicitations by E.ON Capital Markets for two issues of outstanding debt securities.
EMDERSA, S.A. Representation of Emdersa, S.A. in connection with the initial offering of its common shares, which were sold to the public in Argentina, with selling efforts to qualified institutional buyers in the United States under Rule 144A and to non-U.S. persons outside of Argentina and the United States under Regulation S. Emdersa is an Argentine holding company whose subsidiaries provide electricity distribution services throughout the interior of Argentina.
FPL ENERGY MAINE HYDRO Representation of Credit Suisse and Scotia Capital, as PRIVATE PLACEMENT placement agents, in connection with the $575 million private placement of Series A, Series B and Series C Notes by subsidiaries of FPL Energy (a/k/a NextEra Energy) to finance the operation of their hydroelectric power facilities in New England.
FOREST OIL CORPORATION Representation of the initial purchasers, including JPMorgan OFFERING and Banc of America Securities, in connection with Forest Oil’s offering of $750 million 7.25% Senior Notes due 2019. Forest Oil is one of the largest independent natural gas and crude oil exploration and production companies in the United States.
HIDROELÉCTRICA PIEDRA DEL Representation of Merrill Lynch & Co., as dealer, in connection AGUILA S.A. with the offering by Hidroeléctrica Piedra del Aguila S.A. of US$100 million of 9% Notes due 2017. Hidroeléctrica Piedra is a producer of hydroelectric power based in Argentina.
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Capital Markets
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
ITC HOLDINGS ACQUISITION Representation of ITC Holdings in connection with a $765 BRIDGE/BOND FINANCING million bridge loan agreement led by Lehman Brothers Inc., the proceeds of which were used to finance the acquisition of the electric transmission assets of Interstate Power and Light Company, a subsidiary of Alliant Energy Corporation. The bridge loan financing was refinanced through the issuance of (i) 6,420,737 shares of common stock by ITC Holdings in a registered offering, (ii) $385 million of 6.050% Senior Notes, due January 31, 2018, by ITC Holdings in a Rule 144A / Regulation S offering and (iii) $175 million of 6.150% First Mortgage Bonds, Series A, due 2038, by ITC Midwest in a Rule 144A / Regulation S offering.
JA SOLAR HOLDINGS CO., LTD Representation of Credit Suisse and Lehman Brothers in connections with JA Solar Holdings Co.Ltd. joint primary and secondary offering of an aggregate of 7,279,500 American Depositary Shares, representing 21,838,500 ordinary shares, including the full exercise of the over-allotment option, raising an aggregate of US $305.7 million. JA Solar Holdings is an emerging and fast growing manufacturer of high-performance solar cells in China.
MCMORAN EXPLORATION CO Representation of JPMorgan Chase Bank and Merrill Lynch, ACQUISITION FINANCE Pierce, Fenner & Smith and their affiliates in connection with an $800 million bridge loan to finance McMoran Exploration Co.’s acquisition of certain Gulf of Mexico shelf properties from Newfield Exploration Company. The firm also represented the underwriters, led by J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in connection with McMoran’s refinancing of the bridge loan through issuance of (i) $259 million in mandatory convertible preferred stock, (ii) $200 million of common stock and (iii) $300 million senior notes. The company engages in the exploration, development and production of oil and natural gas offshore in the Gulf of Mexico and onshore in the Gulf Coast area.
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Capital Markets
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
NORTHERN STATES POWER Representation of the underwriters, Banc of America Securities, COMPANY BMO Capital Markets and UBS Investment Bank, in connection with the offering of $350 million 6.20% First Mortgage Bonds, Series due July 1, 2037 issued by Northern States Power Company, an electricity utility serving Wisconsin and Michigan.
OHIO VALLEY ELECTRIC CORP Representation of Ohio Valley Electric Corporation in PRIVATE PLACEMENT connection with its issuance, by private placement, of a tranche of its $445 million 5.80% Senior Notes due February 15, 2026. OVEC, together with its wholly owned subsidiary, Indiana- Kentucky Electric Corporation, owns and operates two coal- fired electric generating plants in Ohio and Indiana the entire output of which is supplied under a power purchase agreement to its owners and their affiliates.
OPTI CANADA INC. OFFERING. Representation of OPTI Canada Inc., in connection with its US$750 million offering of 7.875% Senior Secured Notes due 2014. OPTI is a Calgary-based company focused on developing the fourth and next major integrated oil sands project in Canada, the Long Lake Project, in a 50/50 joint venture with Nexen Inc., with expected capacity of approximately 72,000 barrels per day.
SUNTECH POWER HOLDINGS Representation of Suntech, a leading solar energy company, in COMPANY connection with its $425 million offering of 0.25% Convertible Senior Notes due 2012.
TRINA SOLAR Representation of Merrill Lynch in connection with the $243 million offering of 540,628,000 shares. Trina Solar Limited is an integrated solar power products manufacturer based in China. Trina Solar produces and commercializes a wide variety of photovoltaics (PV) modules, both monocrystalline and multicrystalline. PV modules provide clean and reliable solar electric power to on-grid and off-grid residential, commercial, industrial and utility scale applications around the world.
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Capital Markets
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
TXU CORPORATION LEVERAGED Representation of Energy Future Holdings Corp. (formerly BUY OUT BRIDGE/BOND TXU Corp.) in connection with a $4.5 billion bridge loan FINANCINGS. agreement led by Morgan Stanley Senior Funding, Inc., as Administrative Agent, the proceeds of which were used to partially finance the acquisition of Energy Future Holdings by KKR and TPG. All of the borrowings under this bridge loan agreement were refinanced through the issuance by Energy Future Holdings of $2.0 billion of its 10.875% Senior Notes due 2017 and $2.5 billion of its 11.250%/12.000% Senior Toggle Notes due 2017 in a Rule 144A/Regulation S offering led by Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. Representation of Texas Competitive Electric Holdings Company LLC (a subsidiary of Energy Future Holdings) in connection with a $6.75 billion bridge loan agreement led by Morgan Stanley Senior Funding, Inc., as Administrative Agent, the proceeds of which were used to partially finance the acquisition of Energy Future Holdings by KKR and TPG. All of the borrowings under this bridge loan agreement were refinanced through the issuance by TCEH of $3.0 billion of its 10.25% Senior Notes due 2015, $2.0 billion of its 10.25% Senior Notes due 2015, Series B and $1.75 billion of its 10.50%/11.25% Senior Toggle Notes due 2016 in a Rule 144A/Regulation S offerings led by Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. Representation of Energy Future Holdings and TCEH in connection with offers to purchase and consent solicitations with respect to $2.3 billion in aggregate principal amount of their outstanding notes.
XCEL ENERGY INC. Representation of Morgan Stanley, Citibank and JPMorgan in connection with the offering by Xcel Energy Inc. of $400 million of Junior Subordinated Notes, Series due 2068. Xcel is a major US electricity and natural gas company with operations in eight Western and Midwestern states.
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Capital Markets
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
YINGLI GREEN ENERGY Representation of Yingli Green Energy Holding Company Limited, a leading vertically integrated photovoltaic product manufacturer based in China, in connection with its $319 million initial public offering of American Depositary Shares and Series A and Series B preferred stock financing transactions involving private equity investors (including Temasek, JPMorgan and Benchmark Capital), raising an aggregate amount of US$135 million.
Representation of Yingli Green Energy Holding Company Limited, one of the world’s leading vertically integrated photovoltaic product manufacturers, in connection with the concurrent SEC-registered $173 million convertible note offering by the company and $200 million ADS offering by certain selling shareholders. The transaction was especially noteworthy for being: the first SEC-registered convertible note offering by a China- based issuer since 2000; the first concurrent SEC-registered convertible note and equity offering by a China-based issuer since 2000; and the first ever concurrent accelerated (overnight) bookbuild of a convertible note and equity offering by a China-based issuer.
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Banking, Acquisition and Project Finance
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
ABBOT GROUP PLC Representation of First Reserve Corporation in connection with the $1.8 billion acquisition of Abbot Group plc. The deal consisted of $1.55 billion senior facilities and €250 million and $235 million of mezzanine facilities. Abbot Group is the largest land drilling company outside the US. At the time, the deal was the largest private equity buyout ever accomplished in the drilling services industry and the first and largest European oil field services take-private. First Reserve is a private equity firm that specializes in the Energy Industry.
ALLSA TOLL ROAD FINANCINGS Representation of Sociedad Concessionaria Autopistas los Libertadores (Allsa) in connection with an offering of the equivalent of US$45 million of Series C Bonds to finance a 120km toll road in Santiago Chile. The bonds were insured by XL Capital Assurance Inc.
BRASKEM S.A. BRIDGE FINANCING Representation of ABN AMRO, Calyon and Citigroup in connection with a US$1.2 billion bridge loan to Brazilian petrochemical company Braskem S.A. to finance its acquisition of petrochemical assets of the Ipiranga Group and a portion of the minority interests in Copesul—Companhia Petroquímica do Sul. Braskem participated in this acquisition together with Petróleo Brasileiro S.A., the Brazilian national oil company, and Ultrapar Participaçoẽs S.A., a Brazilian LPG and fuel distribution company. Braskem is the leading petrochemical company in Latin America and one of the largest industrial companies in Brazil.
CAP ROCK HOLDING FINANCING Representation of RBC Capital Markets and Union Bank of California, as joint lead arrangers, in connection with a $145 million term loan facility to Cap Rock Holding Corporation, secured by Cap Rock Holding’s ownership interest in Cap Rock Energy Corporation and in SEMCO Energy, Inc., the proceeds of which were used to repay existing indebtedness and to finance in part the acquisition of SEMCO Energy, Inc. Cap Rock is an electric utility servicing 28 counties in Texas.
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Banking, Acquisition and Project Finance
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
CHENIERE ENERGY, INC CREDIT Representation of an affiliate of Perry Capital LLC in connection FACILITY with extending a $400 million secured credit facility to Cheniere Energy, Inc., which is developing a network of three liquefied natural gas receiving terminals and related natural gas pipelines along the Gulf Coast of the United States.
COVANTA RECAPITALIZATION Representation of JPMorganChase in connection with the recapitalization of Covanta, a refinancing of the existing credit facilities of its subsidiary with new credit facilities comprised of a $300 million revolving credit facility, a $320 million funded letter of credit facility and $680 million first lien term loan facility. Covanta is a leading developer, owner and operator of infrastructure for the conversion of energy-from-waste, waste disposal, renewable energy production and independent power projection.
ECP/EMPIRE PROJECT Representation of Barclays Capital and Union Bank of OPCO/HOLDCO FINANCING California, N.A., as joint lead arrangers and joint bookrunners, and Barclays Bank PLC, as administrative agent, in connection with the $535 million financing provided to a subsidiary of Energy Capital Partners I, LP in connection with the acquisition of an approximately 635 net megawatt (including approximately 107 megawatts of duct firing capacity) combined cycle natural gas-fired generating facility to be constructed in Rensselaer, New York. The facilities consisted of a $400 million construction facility (with a term conversion), a $100 million revolving facility and a $35 million letter of credit facility. In addition, representation of Union Bank of California, N.A., as sole lead arranger and administrative agent, in connection with a $170 million holdco term loan facility provided to the holding company of the borrower to finance a portion of the construction of the project.
EIF CALYPSO FINANCING Representation of Calyon, as lead arranger, in connection with the $650 million term loan and $200 million revolving credit facility to EIF Calypso, LLC. EIF Calypso used the proceeds of the term loan to finance its acquisition of an 80% interest in fourteen Cogentrix Energy power plants.
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Banking, Acquisition and Project Finance
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
GREEN EARTH BIODIESEL PROJECT Representation of Calyon New York Branch, as lead arranger LETTER OF CREDIT FACILITY and administrative agent, in connection with a $40 million letter of credit facility provided to Green Earth Fuels of Houston, LLC, an indirect subsidiary of Carlyle/Riverstone Renewable Energy Infrastructure Fund I, L.P. and GS Power Holdings, L.L.C., in connection with the operation of a biodiesel production facility with the name-plate capacity to produce approximately 90 million gallons of biodiesel per year, located at the Kinder Morgan Galena Park Terminal in Texas.
GUACOLDA PROJECT FINANCING Representation of Empresa Eléctrica Guacolda S.A., a Chilean independent power company, in connection with the US$260 million financing of a 152 MW expansion of its existing 456 MW coal-fired steam turbine generating station in north-central Chile that provides electricity to the leading electric distribution company in Chile and to several mining companies. The financing closed on October 16, 2007. Guacolda is 50% owned by AES of the United States, and 25% each by Copec, Chile’s largest private sector company, and the Van Appen group of Chile.
KINDER MORGAN, INC. ACQUISITION Representation of Chairman and CEO Richard D. Kinder, together with other members of management, co-founder Bill Morgan, board members Fayez Sarofim and Mike Morgan, and investment partners Goldman Sachs Capital Partners, American International Group, Inc., The Carlyle Group and Riverstone Holdings LLC in connection with the financing of their $22 billion acquisition of Kinder Morgan, Inc.
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Banking, Acquisition and Project Finance
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
LS POWER/MIRANT PORTFOLIO Representation of J.P. Morgan Securities, Inc., Barclays Capital, ACQUISITION FINANCING Credit Suisse Securities (USA) Inc. and Lehman Brothers Inc., as joint lead arrangers and joint book runners, and JPMorgan Chase Bank, as administrative agent, in connection with the $1.365 billion acquisition financing provided to a subsidiary of LS Power Equity Partners, L.P. for the acquisition of six generating facilities located throughout the United States and certain related assets sold by Mirant Americas, Inc., a subsidiary of Mirant Corporation. The financing consisted of an $800 million first lien term loan B facility, a $150 million first lien revolving facility, a $165 million first lien letter of credit facility and a $250 million second lien term B facility. The transaction closed in May 2007.
LONGVIEW PROJECT FINANCING Representation of First Reserve Corporation and GenPower Holdings, L.P. in connection with the project financing of the Longview coal-fired power plant. The financing included $1.1 billion of credit facilities consisting of a term loan facility, a revolving credit facility and a synthetic letter of credit facility. The total estimated cost for construction of the Longview project is $1.8 billion, with GenPower Holdings, L.P. committing to provide the balance of the construction funding. Financial closing for the project occurred on February 28, 2007. The Longview project is a 695 net megawatt supercritical, pulverized coal-fired generating facility located in Maidsville, West Virginia. GenPower Holdings is a joint venture between First Reserve and the Massachusetts-based developer GenPower, LLC. The debt underwriters and financial advisors for the project were Goldman Sachs & Co. and WestLB AG New York Branch.
MCJUNKIN CORPORATION AND RED Representation of Goldman Sachs Capital Partners in connection MAN PIPE AND SUPPLY COMPANY with $875 million of bank financing relating to the acquisitions FINANCING of McJunkin Corporation and Red Man Pipe and Supply Company. The resulting company, McJunkin Red Man Corporation, is one of the leading industrial distributors of pipe, valves and fittings to the oil and gas industry.
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Banking, Acquisition and Project Finance
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
NORTHERN FRONTIER WIND Representation of Bayerische Hypo-und Vereinsbank and FUNDING Mizuho Corporate Bank Ltd., as joint lead arrangers, in connection with a $250 million 5-year backleverage loan facility provided to Northern Frontier Wind Funding, LLC, a subsidiary of NextEra Energy Resources, LLC (f/k/a FPL Energy, LLC). The backleverage facility was provided to pay for a portion of the costs incurred in connection with the development, construction, and commissioning of a portfolio of wind energy projects.
PETROLIFERA PETROLEUM LIMITED Acted as special New York counsel to Petrolifera Petroleum CREDIT FACILITY Limited and certain subsidiaries of the Company in connection with a three-year $100 million credit facility, the availability of which is dependent on the Company’s oil and natural gas reserves located throughout North and South America, to be provided by Standard Bank, PLC.
SEMCO ENERGY, INC. FINANCING Representation of RBC Capital Markets and Union Bank of California, as joint lead arrangers, in connection with a $525 million term loan and revolving credit facility to SEMCO Energy, Inc., the proceeds of which were used to repay existing indebtedness and to finance the acquisition of SEMCO Energy, Inc.
SHADY HILLS POWER COMPANY Representation of WestLB AG, New York Branch as sole ACQUISITION FINANCING arranger in connection with a $160 million senior secured bank loan facility for Shady Hills Power Company, L.L.C. The facility was entered into in connection with the acquisition of the borrower by Shady Hills Power Holdings, L.L.C. an affiliate of GE Energy Financial Services, Inc., and is secured by an approximately 500 MW natural gas-fired power generation facility located in Shady Hills, Florida.
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Banking, Acquisition and Project Finance
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
TP II LC POWER FACILITY Representation of Lehman Commercial Paper Inc., as leader ACQUISITION FINANCING arranger and joint bookrunner, and Calyon New York Branch, as co-arranger and joint bookrunner, in connection with a $205 million, 7-year loan credit facility provided to TP II LC, LLC, an affiliate of Tenaska, Inc. The credit facility financed the acquisition of two power-generating facilities in Illinois from ArcLight Capital Partners, LLC and DTE Energy Services, Inc. The transaction closed in October 2007.
TRANSCHILE CHARRÚA TRANSMISIÓN Representation of Transchile Charrúa Transmisión and its S.A. shareholders, Cia Técnica de Engenharia Elétrica and Companhia Energética de Minas Gerais – CEMIG, in connection with the financing of the US$68 million Charrúa-Nueva Temuco electricity transmission line between the Charrúa and Nueva Temuco substations on Chile’s Central Interconnected System. The financing was provided by the Inter-American Development Bank. Transchile is owned 51% by Companhia Técnica de Energharia Elétrica and 49% by Companhia Energética de Minas Gerais-CEMIG.
TXU CORP. LEVERAGED BUY OUT Representation of Texas Competitive Electric Holdings CREDIT FACILITIES Company LLC in connection with the up to $24.5 billion secured credit facilities led by Citibank, as Administrative Agent, the proceeds of which were used to partially finance the acquisition of Energy Future Holdings Corp. by KKR and TPG. Representation of Oncor Electric Delivery Company LLC in connection with the up to $2.0 billion secured revolving credit facility led by JPMorgan Chase Bank, as Administrative Agent, the proceeds of which were used to repay existing indebtedness and for working capital and other general corporate purposes of the electric delivery business of Energy Future Holdings Corp.
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Bankruptcies, Restructuring and Workouts
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
CALPINE DIP FINANCING. Representation of Deutsche Bank and Credit Suisse First Boston in connection with the initial $2 billion "debtor -in possession" financing for Calpine Corporation, a major U.S. independent power producer that in late December 2005 filed voluntary petitions for relief for it and many of its subsidiaries under Chapter 11 of the Bankruptcy Code and subsequently representing Credit Suisse First Boston in connection with the $5 billion refinancing of the initial DIP financing.
U.S. ENERGY BIOGAS CORP. Representation of Countryside Power Income Fund, a Canadian fund, in connection with settling lender liability claims arising out of the Chapter 11 reorganization of U.S. Energy Biogas Corp, which operates 23 co-generation plants in the U.S. The action was dismissed and Countryside received a full release and a full recovery (including default interest) of $99 million.
Energy and Infrastructure Investment Funds
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
BABCOCK & BROWN Outside counsel to Babcock & Brown Infrastructure Fund North INFRASTRUCTURE FUND NORTH America LP, a fund formed to make private equity investments AMERICA, LP. in infrastructure assets and businesses in North America.
FIRST RESERVE FUNDS Outside counsel to First Reserve Fund XI and prior funds which were formed to make private equity investments in the energy industry.
GLOBAL POWER INVESTMENTS, LP Outside counsel to Global Power Investments, LP, a fund sponsored by GECC, IFC and Soros Fund Management, to make investments in power projects and related facilities in emerging market countries.
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Energy and Infrastructure Investment Funds
COMPANY TYPE OF TRANSACTION AND REPRESENTATION
LEHMAN BROTHERS GLOBAL Outside counsel to Lehman Brothers in forming a fund to make INFRASTRUCTURE investments in infrastructure and related businesses.
January 2008
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