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Mergers, Acquisitions, Divestitures and Reorganizations
Representation of public and private companies in all aspects of contested and negotiated acquisitions, including tender offers, proxy contests, takeover defenses, leveraged buyouts, corporate spinoffs, holding company formations, joint ventures and strategic alliances, corporate auctions, mergers and strategic acquisition and divestiture programs has been an important part of our firm's practice for many years. Since its representation of the surviving company in a merger that created the Virginia Railway & Power Company in the early 1900s, Hunton & Williams has counseled electric companies, gas companies and coal companies on a broad range of mergers, acquisitions, divestitures of assets and restructurings, and our work in these areas has increased in recent years, as our energy clients have undertaken reorganizations, mergers, acquisitions and divestitures that are the natural consequence of the deregulation and disaggregation of the electric industry currently underway not only in the United States but in many other countries around the world.
Our lawyers are well aware of the importance of integrating themselves into the larger team of legal and business experts -- client in-house staff, local counsel, financial advisors and consultants -- required to complete mergers and acquisitions successfully. Our firm regularly assembles transaction teams staffed with the expertise that our clients require for complex electric sector transactions, including lawyers specializing in: energy regulation under the Federal Power Act, the Public Utility Holding Company Act, and state law; corporate organization and finance; antitrust and pre-merger review; labor and employee benefits; real estate; environmental risk assessment, permitting and compliance; and tax. Our approach to this work involves (1) forming a dedicated team of Hunton & Williams lawyers with skills tailored to the requirements of the client's business strategy and designed to respond rapidly to the client's needs, (2) integrating the Hunton & Williams team with the client's personnel, (3) completing focused and efficient due diligence investigations, (4) developing documentation and positions on significant legal issues, (5) managing foreign and domestic local counsel, (6) providing highly-skilled negotiation capability, and (7) driving transactions and documentation to prompt, efficient closings.
Energy Industry Restructuring
Hunton & Williams lawyers are at the cutting edge of evolving public policy relating to the privatization, restructuring, and deregulation of wholesale and retail energy markets. Our firm has had extensive involvement in the enactment of state legislation restructuring the electric industry to require transmission open access and authorize competition in the generation and retail sale of electricity. We are also involved in legislative advocacy before the United States Congress with respect to energy policy, including restructuring of wholesale power markets and transmission grid operations.
We represent energy industry clients in the implementation of restructuring legislation, including administrative rulemaking and contested case proceedings relating to the unbundling of vertically-integrated utilities, affiliate codes of conduct, stranded cost recovery, and unbundled cost of service for regulated electric transmission and distribution utilities. Our firm has been actively involved in the creation of protocols and rules for competitive markets into which generators sell capacity, energy, and ancillary services, and from which load serving entities purchase those products. We have assisted clients in transforming power pools into independent system operators, advised an ISO in connection with operation of a regional transmission grid and energy market, represented entities forming a Transco and RTO, and advised clients concerning antitrust, competition, and regulatory issues relating to reliability councils, regional energy broker systems, and deregulated energy transactions.
Regulation
Federal Regulation. A number of our lawyers have worked at the Federal Energy Regulatory Commission or its predecessor agency. Others have extensive experience in dealing with major rulemakings and contested case proceedings before FERC, focusing in recent years upon advising clients and advocating client positions on gas and electric industry restructuring and development of competitive markets. Our lawyers were actively involved in the restructuring of the U.S. interstate natural gas pipeline industry undertaken by the FERC, participating in rulemakings that established the framework for restructuring and individual dockets implementing the framework. We currently advise clients with respect to FERC regulatory policy on electric industry restructuring.
The firm has substantial experience in all aspects of the setting of gas pipeline rates as well as wholesale power and electric transmission rates. We are also familiar with all aspects of the federal regulation of interstate pipelines, as well as the regulation of intrastate pipelines under Section 311(a)(2) of the Natural Gas Policy Act.
The firm has assisted clients in obtaining market-based rate authority from the FERC. Our lawyers are experienced in the negotiation of long-term power sales agreements, rules and regulations governing transmission access and pricing, and the regulatory aspects of a wide range of financial transactions. The firm represents clients seeking FERC certification of PURPA qualifying facilities, exempt wholesale generators, and foreign utility companies. Our lawyers also have extensive experience representing clients before the FERC with respect to power pooling, power marketing, approval of acquisitions of FERC-jurisdictional facilities, hydroelectric licensing and relicensing, and corporate mergers and reorganizations.
Our experience in energy regulatory matters includes Securities and Exchange Commission issues arising under the Public Utility Holding Company Act involving mergers or acquisitions of electric utilities or electric utility holding companies, such as the integration requirements of PUHCA and exempt holding company status. The firm also represents electric utilities before the Nuclear Regulatory Commission with respect to the licensing and operation of nuclear generating facilities.
State and Municipal Regulation. Hunton & Williams has for many years represented clients in matters covering the entire spectrum of state and municipal electric and gas utility regulation. Building on that foundation, we offer participants in the energy industry a breadth of specialized legal services relating to regulation that few, if any, other firms are able to provide.
Our firm has participated actively in electric and gas utility rulemaking and contested case proceedings throughout the United States that have encompassed both traditional and cutting-edge revenue requirements and rate design concepts, including traditional rate of return and cost of service issues and newly emerging issues such as incentive and performance-based regulation. We have obtained certificates of convenience and necessity for both electric generating facilities and transmission lines from regulatory authorities in a number of states. Our lawyers have represented electric utilities in prudence proceedings before state regulatory authorities, including proceedings that determined the ability of those utilities to include in rates their investments in nuclear generating facilities. Hunton & Williams has advised electric utilities on many specialized regulatory matters such as management prudence, power plant performance standards, fuel reconciliations, and emission allowances. The firm's lawyers are also actively involved in rate and other proceedings before state and municipal regulatory authorities for natural gas distribution utilities.
We also have in-depth experience in state avoided cost ratemaking and in competitive bidding for power supplies. That experience has been developed through representation of both electric utilities and project developers, providing a unique understanding of the issues in an area that is critical to the economic viability of individual power projects.
Corporate Finance
Hunton & Williams has a long history of representation of electric utility companies, utility holding companies and their unregulated affiliates, and gas companies on a broad range of equity and debt finance matters. We have extensive experience in all aspects of corporate finance, including conventional public and private debt offerings in the United States; asset securitization financings; Euro and other foreign currency debt securities issues; public and private equity offerings; interest rate swaps and collars, currency swaps and other derivative products; SEC registration, reporting and compliance; and all forms of secured and unsecured commercial bank borrowings. We are very familiar with the dynamics and requirements of working with financial advisors, investment banks and members of commercial bank syndicates in structuring complex domestic U.S. and multinational financings. We have particular familiarity with complex multitranche debt arrangements.
Project Development and Finance
Hunton & Williams has represented electric utility companies, unregulated energy companies, lenders and a broad array of other participants in some of the largest and most complex energy project financing transactions around the globe. Our experience encompasses the full range of issues encountered in the development, acquisition, sale and financing of significant electric and other energy assets including all project related contracts, tax issues, regulatory compliance, ownership structuring, affiliate transactions, and environmental permitting. We have also represented clients in the acquisition financing of single energy assets and asset portfolios and capital markets and financings of merchant power plants where the capacity and energy output of the project are being sold into competitive energy markets.
Project Development. Our representation of U.S. electric companies for nearly a century, as well as developers of electric generating facilities and other energy facilities around the globe, has given us a unique capability for advising clients on all facets of energy project development. Our project development work for sponsors and project developers has included drafting and negotiation of corporate documentation, limited liability company agreements, joint venture, partnership and shareholder agreements and other structuring documentation; drafting and negotiation of all project related contracts, including engineering, procurement and construction contracts, equipment contracts, power sales and marketing arrangements, tolling agreements and other offtake arrangements, interconnection agreements, transmission service agreements, operation and maintenance agreements, extended maintenance and spare parts agreements, fuel supply and transportation arrangements, and other contracts and agreements necessary for the construction and operation of such projects. And unlike some firms that focus only on finance, we are able to use our extensive experience with the contractual and structuring issues associated with development of energy projects to ensure that financing documentation properly addresses such issues in the context of each individual project.
Project Financing. Hunton & Williams' lawyers have structured and negotiated equity and debt financing on behalf of sponsors, lenders and equity investors for energy projects around the globe. In addition to our work as counsel in projects that involve syndicated commercial bank debt, and in lease financing of equipment and facilities, we have been involved in a significant number of large placements of equity and debt in the capital markets, including private placements, Rule 144A offerings, SEC registered offerings, Regulation S offerings and non-U.S. dollar denominated debt offerings for projects in Europe, Asia, South America and the United States. We also have extensive experience representing both borrowers and lenders in projects that utilize financing and other programs provided by the US Eximbank, OPIC, the World Bank, the IFC, IDB and other governmental and multinational lending agencies.
Energy Trading
Hunton & Williams represents one of the largest integrated energy trading companies in the world in all legal aspects of their energy trading business, including the drafting and negotiation of master agreements for the physical sale of gas, electricity, coal, oil, emissions and other commodities, and for the financial settlement of transactions involving derivatives of energy commodities. Hunton & Williams attorneys have extensive experience drafting and negotiating provisions of agreements relating to all aspects of the energy trading and marketing business and in customizing and implementing industry standard agreements, such as, the NAESB Base Contract for Short-Term Sale and Purchase of Natural Gas, the Edison Electric Institute Master Power Purchase and Sale Agreement and the International Swaps and Derivatives Association, Inc. Master Agreement, Schedule and Credit Support Annex, and related confirmations. Our lawyers also work as a team with energy trading companies in developing and negotiating Structured Deals, which require more sophisticated contracts and negotiations than typical energy trading transactions due to their greater complexity, size or duration.
Coal
Hunton & Williams' coal practice is unique among law firms because it combines lawyers with extensive practical knowledge of the day-to-day functions in a large coal company with the Firm's other sophisticated practice areas. Also, Hunton & Williams' coal practice includes lawyers from our corporate and finance, labor, tax, administrative, environmental and litigation teams. Our work for clients in the coal business includes negotiating and drafting leases, contract mining agreements, domestic and foreign sales agreements, brokerage and agency agreements and agreements with financial institutions and investment bankers for leveraged leases, project financing and other loans in domestic and foreign currencies, as well as agreements for the acquisition and disposition of coal companies and mining operations. Our coal lawyers handle several acquisitions and dispositions of significant coal properties every year and assist clients from the initial planning and structuring stages through negotiating and drafting acquisition agreements to closing the transaction. We have represented coal companies, banks and investment banks in raising capital, both equity and debt, public and private and have served as counsel for initial public offerings for coal company offerings. Innovative coal techniques, cogeneration and independent power production have been among the projects undertaken as joint ventures by our clients, both domestic and foreign. We have also assisted in creating joint ventures to own and operate coal properties, coal related assets and marine transportation terminals.
Natural Gas
Our lawyers are experienced in transactional work, development projects, litigation matters, mergers and acquisitions, dispositions, and all commercial aspects associated with the operation of natural gas related assets and businesses.
The firm's clients include electric utilities with natural gas affiliates, natural gas and oil producers, gatherers and pipelines, natural gas storage companies, gas marketers, natural gas processing and treating facilities, and large industrial and commercial end-users of oil, gas, coal and other energy products. The firm has represented these clients in acquisitions and dispositions of gas-related assets, operations of natural gas assets, litigation of various contract claims, regulatory certificate and compliance matters, general contracting, state and federal regulatory matters, and project development and financing activities.
Privatizations
As democracy and capital have spread around the globe, many services traditionally provided by government have been transferred to the private sector for more efficient and innovative operation and financing. For more than a decade, Hunton & Williams has played a leading role in advising governments, developers, operators, investors and financial institutions in energy sector privatizations worldwide.
In Asia, Europe, Africa, the Middle East, Central America and South America, Hunton & Williams has successfully led governments, government-owned companies, and investors through the privatization of pipelines, electric generating facilities, mines and transportation facilities. Our lawyers have also undertaken a number of privatization projects on behalf of the World Bank, including structuring and negotiating arrangements and contracts for the privatization of state-owned facilities and the development of new energy infrastructure projects in developing nations such as Honduras, Tanzania, Uganda, Nigeria and Pakistan. For example, we were counsel to the Government of Pakistan with respect to the structuring of all aspects of its private power program; to a Middle Eastern government on the institutional and financial restructuring of its oil, natural gas and electric power sectors which included designing a legal and institutional framework for effective regulation of the energy sector; to the owner of the national transmission grid in Poland on financing, contractual and regulatory matters associated with the restructuring of the existing electric generating, transmission and distribution system in Poland and the development of new state and privately owned generating capacity as well as on the development of model power purchase and transmission services agreements for generation and distribution companies interconnected with the grid's transmission network; and to the Government of Tanzania on the development and financing of a gas field, gas pipeline and electric generation project.
Tax
Hunton & Williams' tax lawyers play a crucial role in the firm's advice to energy industry clients on structuring merger and acquisition transactions, and on reorganizations and offshore financings. The firm's tax lawyers have developed tax-efficient structures for mergers, asset acquisitions and sales, spinoffs and other transactions for both U.S. and non-U.S. based clients. They also provide federal income tax opinions, coordinate foreign tax counsel and obtain rulings from the Internal Revenue Service and foreign tax authorities when necessary or appropriate. Hunton & Williams' tax lawyers also play a key role in our project finance and privatization practice, particularly in structuring the ownership of projects to reduce the effective overall level of foreign and U.S. taxation. Our tax lawyers are familiar with a wide range of tax systems and jurisdictions and are acutely aware of the need for practical tax advice in business transactions.
Other Relevant Practice Areas
Our firm's antitrust and intellectual property, labor and employee benefits, environmental, real estate, bankruptcy and creditors' rights and commercial arbitration expertise play an important role in the firm's energy practice. Our specialists in these practice areas have had extensive experience with the issues faced by investor-owned electric utilities, electric utility holding companies, and unregulated energy companies in the electric, gas and coal industries.
- Antitrust
- Labor and Employee Benefits
- Environmental
- Real Estate
- Bankruptcy and Creditors' Rights
- Commercial Arbitration
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