Energy & Infrastructure

Utilities, Water, and Electric Power Transmission

• Eversource Energy. Advised Eversource in its agreement to purchase the Massachusetts natural gas assets of Columbia Gas for $1.1 billion from NiSource. The acquisition will bring Columbia Gas operations in Massachusetts under local ownership by the largest energy company in New England.
• Eversource Energy. Represented Eversource in the Access Northeast Project, an equity investment in Algonquin Gas Transmission LLC (AGT), the owner of a natural gas pipeline. Eversource is joining investors Spectra Energy and National Grid in an effort to grow the capacity of Algonquin’s existing natural gas pipeline across New England and build out liquefied natural gas storage facilities in Acushnet, MA.

Renewable Power

• Eversource Energy. Represented Eversource in its joint venture with Orsted AS, the global leader of offshore wind power, to develop deepwater offshore wind farms off the coast of the New England States.
• GT Advanced Technology. Represented GT Advanced Technology, a provider of equipment for the solar, light emitting diode (LED), and electronics industries, in its acquisitions of Thermal Technologies, Twin Creeks Technologies, and Confluence Solar.

Transportation, Railways, Bridges

• Berkshire Partners. Represented Berkshire Partners in its $461 million sale of Tower Development Corporation, a U.S.-based company that develops wireless communications infrastructure.
• Partners Group. Represented Partners Group in its acquisition of United States Infrastructure, an Indianapolis, Indiana based provider of underground utility locating services, from Leonard Green & Partners, a private equity firm

• Represented a private equity firm in the $1.8 billion acquisition financing for Encana Oil & Gas’s Oil & Gas Assets.
• Represented a private equity firm in its leveraged tender offer buyout of Japan Wind Development Company (JWD), a leading alternative energy firm in Japan.
• I Squared Capital. Represented I Squared Capital in its acquisition with Veolia Energy of the Kendall Square Power Station, a 256 megawatt producer of electrical and steam energy.

• ArcLight Capital Partners. Represented ArcLight Capital Partners in the formation of ArcLight Energy Partners Fund VI, a $5.6 billion fund focused on North American investments in pipelines, storage, terminals, electric transmission and production of oil and natural gas.
• Hancock Capital Management. Represented Hancock Capital Management on the formation of John Hancock Infrastructure Fund, a $2 billion fund making equity investments into the U.S. infrastructure industry, primarily regulated utilities, contracted energy assets, transportation and telecommunications.
• Seacrest Capital Group. Represented Seacrest Capital Group on the formation of Seacrest Energy Partners III, a fund making investments into the global offshore oil & gas exploration and production industry

• ADESA, Inc. Represented ADESA, Inc. in leasing and related advice in connection with a 4.2 mega-watt solar installation in Framingham, MA.
• Represented a leading multi-utility company in the purchase of power plants from American Electric Power.
• Netrality Properties. Represented Netrality Properties in the $142 million acquisition from Digital Realty of four network data centers including the separate acquisition of a colocation business from 365 Data Centers.
• Represented a U.S. investor on a sale and leaseback, construction and development and debt financing of a 60MW build-to-suit data center for a major global technology business in The Netherlands, reported to be one of the World’s largest data centers and one of the first transactions of its kind with a total anticipated cost of EUR450 million.

• Represented the official committee of unsecured creditors in connection with one of the largest of the wave of oil and gas industry bankruptcy cases.
• Represented the Official Committee of Unsecured Creditors of an independent oil and gas exploration and production company that had $2.8 billion in first lien secured bank debt $1 billion in second lien bonds, and $4.7 billion in unsecured bonds and substantial trade claims.
• Represented The Special Committee of the Sanchez Energy Board of Directors in an investigation analyzing potential claims relating to transactions between Sanchez Energy and Sanchez Midstream Partners for breach of fiduciary duties. Sanchez Energy is an independent exploration and production company focused on the development of oil and natural gas resources in the onshore United States.
• Represented an ad hoc group of unsecured noteholders in the prepackaged chapter 11 cases of Forbes Energy Services Ltd., an oil and gas services provider.

• Eversource Energy. Represented Eversource in its $1.34 billion follow-on offering.
• Represented the lead underwriters in an aggregate of over $2 billion in high yield debt offerings and a $302 million follow-on offering for TECO Energy and its subsidiary Tampa Electric Company.
• Represented NSTAR, a major provider of electricity and natural gas, in its $295 million debt offering. NSTAR now operates as a subsidiary of Eversource Energy.

• Represented a group of homeowners affected by climate change-induced sea level rise in advising the design and consulting team in the permitting process for the infrastructure.
• Represented a real estate developer in the negotiation with the EPA of consent decree settling Clean Water Act violations alleged in connection with the development of the Liberty & Union Industrial Park. 

• Advised Eversource Energy on the tax aspects of its agreement to acquire Aquarion Water Company, the largest private water company in the region.
• Represented Elliott Management Corporation on tax matters as part of a $2.5 billion equity investment in FirstEnergy that includes $1.62 billion in mandatory convertible preferred equity and $850 million of common equity.
• Represented a multinational energy company before the Massachusetts Appellate Tax Board, achieving a complete victory in a multi-million dollar dispute over local taxes.

Hospital Consortium Purchase and Sale of a Tri-Generation Power Plant

Overview

Ropes & Gray represented a consortium of world-class teaching hospitals in evaluating and executing a transaction to monetize a purchase option held by the consortium, as well as other institutions, to purchase a tri-generation power plant servicing the institutions. Through a series of simultaneously negotiated transactions, the consortium was able to (i) establish and exercise the purchase option with the owner of the tri-gen plant, a private investment infrastructure fund and (ii) ultimately control the transfer of the ownership and operations of the plant through a competitive bid process to a strategic owner and operator with a demonstrated commitment to hospitals and other non-profit institutions. The transaction structure enabled the consortium to control the ownership transfer of the plant without the consortium ever taking title to or ownership of the plant while preserving a tax-efficient structure for the consortium members.

Our firm leveraged its deep institutional knowledge about both the plant and the involved parties to guide the consortium to a successful transaction.

Overview

Ropes & Gray represented Squibnocket Farm, a nonprofit association of homeowners (the Association), in its collaboration with the Town of Chilmark on a public-private project to preserve both the sole access route to the Squibnocket Farm subdivision and one of the few public beaches on the south shore of Martha’s Vineyard.

Chilmark had leased Squibnocket Beach from the Association since the 1950’s. Over time, erosion and sea level rise rendered the beach usable only at low tide.  The ocean frequently flooded and damaged the adjacent road during storms.  The ravages of climate change were on vivid display. The beach and road were at risk of permanent loss unless steps were taken to effect a “managed retreat” from the encroaching ocean.

After Super Storm Sandy nearly destroyed the road in 2012, the principals of the Association were referred to us by Chilmark’s counsel, who knew us from our prior work for various Island municipalities on public law and finance matters. We and Chilmark then raced to identify and execute a coordinated set of projects that could solve the town’s beach problem and the Association’s access problem before natural events made it impossible to recover.

Joint Venture between I Squared Capital and Veolia to own and operate Kendall Cogeneration Station

Overview

Ropes & Gray represented I Squared Capital, a leading infrastructure investment manager, in its negotiations with Veolia Energy, a leading provider of sustainable energy services, in their joint venture to purchase the 256- megawatt Kendall Cogeneration Station from NRG North America, LLC. The station, built in the mid-1940’s, had used natural gas as its primary fuel source in order to generate electrical and steam energy but required significant repairs and upgrades to continue efficient operations and comply with a recently issued EPA order requiring certain reconfigurations due to heated water discharge in the Charles River.  At the time of the transaction, I Squared Capital was a recently formed infrastructure fund consisting mainly of principals of the infrastructure fund that had purchased the MATEP Plant from NSTAR, where Ropes & Gray had represented NSTAR.