Energy Mergers and Acquisitions Skadden is one of the very few large, corporate law firms with a significant energy practice (both transactional and regulatory), which complements our leading M&A experience. Our firm has been engaged in a broad range of energy-related transactions, including mergers and acquisitions, asset auctions, joint ventures, strategic alliances, corporate and project financings, and major energy project developments. Skadden was awarded the 2021 Energy & Industrials Dealmaker of In addition to our premiere M&A experience, what sets us apart the Year (Middle Market) by The Deal and named one of Law360’s from our competitors is our distinguished regulatory practice. Energy Groups of the Year in 2019. Our corporate and energy attor- Skadden is a recognized leader in handling federal and state neys represent a broad array of public and private companies, private approvals for complex M&A transactions. The volume of deals equity firms, investment banks, governmental entities, infrastructure we handle gives us keen insights on how to manage the interaction funds, commercial banks and other lenders, and other institutions of the multiple agency approvals needed for many energy M&A and investors in the energy sector. We have handled numerous multi- transactions, including the Federal Energy Regulatory Commission billion dollar transactions, including some of the most noteworthy (FERC), the United States Department of Justice (DOJ) and the U.S. electric and gas utility transactions over the last 20 years. We Federal Trade Commission (FTC), as well as state approvals. also have represented clients on a broad range of middle-market acquisitions, dispositions and financings. We counsel clients in the energy sector regarding the unique chal- lenges presented by the application of global antitrust and competi- We counsel a number of energy companies and utilities with respect tion laws to potential joint ventures, minority investments and other to holding company reorganizations, restructurings, strategic strategic collaborations. Skadden draws upon teams in multiple evaluation of potential acquisitions and general defensive advice. We jurisdictions globally to provide appropriate subject matter advice have vast experience structuring transactions to achieve business, and geographical coverage in complicated cross-jurisdictional/ tax and strategic objectives, performing extensive due diligence on cross-border Energy M&A transactions. key agreements, and advising the boards and senior management of our clients throughout the M&A and corporate finance processes. Our offices outside the United States are staffed with both U.S. and local attorneys who represent U.S. as well as international clients in Our attorneys have worked on numerous acquisitions and mergers, acquisitions, joint ventures, sovereign wealth fund invest- divestitures, both negotiated and unsolicited, and IPOs and ments and other transactions. Our clients also benefit from our U.S. financings for all types of energy assets and portfolios, including regulatory practices, including significant experience dealing with electric generation, transmission, and distribution assets and the Committee on Foreign Investment in the United States (CFIUS). companies. In recent years, a primary area of focus has been renewable energy transactions, many of which have been structured to take advantage of tax credits and other governmental incentives designed to spur investment in renewable energy. This has led to our extensive involvement in the formation and divesture of yieldcos, funds and other renewable energy investment vehicles. Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Energy Mergers and Acquisitions Continued Utility and Power M&A - The AES Corporation in its: - BlackRock, Inc. on its acquisition of First Reserve Energy • $244 million sale of a 15 percent stake in AES US Investments, Infrastructure Funds, the equity infrastructure franchise of First Inc. to La Caisse de dépôt et placement du Québec (CDPQ). As Reserve, a private equity firm exclusively focused on energy. The part of this transaction, CDPQ acquired an 18 percent stake in energy infrastructure team at First Reserve manages approxi- IPALCO Enterprises, Inc. from The AES Corporation for $349 mately $3.7 billion in committed capital across two funds with a million; global investment footprint, including investments in North Amer- ica, Latin America, Europe and the Southeast. • $4.7 billion acquisition of DPL Inc.; - Calpine Corporation in connection with a proposed, but termi- • $1.6 billion sale of a 15 percent stake in AES to China Invest- nated, $11 billion unsolicited bid by NRG Energy, Inc. ment Corporation; - Chevron Corporation in its $3.6 billion sale of its 50 percent • $155 million acquisition of Mountain View Power Partners, stake in Caltex Australia Ltd. LLC, a wind power company; - China Huaneng Group in its $1.2 billion acquisition of a 50 • $739 million sale via a tender offer of its approximately 82 percent stake in InterGen N.V. from GMR Infrastructure Limited percent stake in C.A. La Electricidad de Caracas to the govern- and in a related $800 million loan from Bank of China. The acqui- ment of Venezuela; sition was awarded 2010 “Deal of the Year” by India Business Law • $1.4 billion sale of CILCORP, Inc., including its largest subsidiary Journal, 2011 “International Energy Deal of the Year” and “Inter- Central Illinois Light Company (CILCO) and the Medina Valley national M&A Deal of the Year (Over $1 Billion)” by The M&A cogeneration power plant in Illinois, to Ameren Corporation. Advisor, and was named one of Asian-MENA Counsel magazine’s Skadden also advised The AES Corporation with the U.S. antitrust “Deals of the Year” for 2011. issues and regulatory approvals in connection with the sale; - China Three Gorges Corporation in its acquisition of a 21.35 • unsolicited $1.3 billion tender offer for approximately 96 percent stake in Energias de Portugal S.A. for €2.69 billion. This percent of Gener S.A., based in Chile; transaction was named the 2012 “Cross-Border Deal of the Year” at the China Law & Practice Awards and 2012 “Outbound M&A • $2.2 billion acquisition of IPALCO Enterprises, Inc.; and Deal of the Year” by China Business Law Journal. • $1.7 billion unsolicited tender offer for shares of C.A. La - Citibank, N.A. as advisor to Petróleo Brasileiro S.A. (Petrobras) Electricidad de Caracas. in its $2.7 billion sale of Petrobras Energia Peru S.A. to CNPC - The AES Corporation and Alberta Investment Management Exploration and Development Co., Ltd. Corp. (AIMCo) in their acquisition of sPower (1,200 MW of util- - an investor consortium in its $362 million going-private acquisi- ity scale solar) from Fir Tree Partners and its minority owners, for tion of JA Solar Holdings Co., Ltd. approximately $1.6 billion (enterprise value); - the special committee of the board of directors of CNX Gas - Allegheny Energy, Inc. in its $4.7 billion cash acquisition by Corporation, a producer of natural gas, in its $964 million acqui- FirstEnergy Corp. pursuant to a stock-for-stock merger. sition by CONSOL Energy Inc. of the remaining stake in CNX - an investor in the $5 billion (enterprise value) acquisition of a Gas which it did not already own. U.S.-based, NYSE-listed utility company; - Corix Utilities, Inc. in its acquisition of 100 percent of the - Ashmore Energy International Limited an owner and operator of membership interests in Hydro Star, LLC, a water utility holding electric power plants and natural gas pipelines and a distributor of company with operations in 15 states, from Highstar Capital Fund electricity, in its approximately $510 million acquisition via two II, L.P. and certain of its affiliates. auctions of a 43 percent stake in Promigas S.A. E.S.P., a distribu- tor of oil and natural gas, including with respect to the provision of related bid security. 2 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Energy Mergers and Acquisitions Continued - Deere & Company in its approximately $860 million sale of its - Dynegy Inc. in its: subsidiary John Deere Renewables LLC, an operator and devel- • acquisition by Vistra Energy Corp.; oper of wind power, to Exelon Corporation, an electric utility. This transaction was named 2010 “Best M&A Deal” by Power Finance • $3.3 billion acquisition of the United States fossil portfolio and Risk. of Engie S.A., including the formation of a joint venture with Energy Capital Partners (ECP) to acquire the portfolio and - DUET Group in its $360 million sale of a 29 percent stake in Dynegy’s related $150 million sale of common stock to an Duquesne Light Holdings, Inc. to a Singapore sovereign wealth affiliate of ECP. In connection with the closing of the transaction, fund. Dynegy acquired ECP’s 35 percent interest in the joint venture - Duke Energy Corporation in connection with: and owns 100 percent of the acquired business; • two transactions totaling $2.4 billion: the $1.2 billion sale of its • $3.45 billion acquisition of coal and gas generation assets in Brazilian business to China Three Gorges Corporation and the New England and the Midwest from ECP; $1.2 billion sale of its international businesses in Peru, Chile, • $2.3 billion sale of Illinois Power Company to Ameren Corporation; Ecuador, Guatemala, El Salvador and Argentina to I Squared and Capital Advisors, LLC. This transaction was named “Latin America Power M&A Deal of 2016” by Power Finance & Risk • $825 million acquisition of Ameren Energy Resources and “Cross-Border M&A Deal of the Year” by LatinFinance; Company, LLC and its subsidiaries from Ameren Corporation. • a joint venture with ENN Group Co., Ltd. to develop solar proj- - EDF Renewable Energy, Inc. in its acquisition of Global Resource ects in the United States; Options, Inc. (groSolar). • its acquisition of the wind power business of Tierra Energy, - EDP - Energias de Portugal in its $2.9 billion acquisition of Hori- LLC, including more than 1,000 MW of wind energy projects zon Wind Energy from The Goldman Sachs Group.