Power Industry M&A

Trusting in the value of our broad expertise in the energy industry, our clients frequently call upon us to serve as lead counsel for their energy-industry corporate and asset sales and acquisitions. Our M&A experience includes transactions involving the acquisition or sale of electric utility companies, wind power projects, solar power projects, natural gas and gas-storage projects, nuclear and coal-fired power projects, and other power industry M&A transactions.

Electric Utility Companies

• Counsel to the purchaser in connection with the successful £1.1 billion tender offer for South Western Electricity plc (SWEB) in England. Subsequent representation of the client in the sale of a 25% interest in the U.K. holding company for SWEB to another U.S. investor and the subsequent sale of a 26 % economic interest and 24 % voting interest in the holding company.
• Counsel to the purchaser in its acquisition of a 39% interest in the Power Generation Company of Trinidad and Tobago Limited.
• Supervising project and finance counsel for Southern Energy, Inc. in the acquisition of stock in Empressa Eléctrica del Norte Grande S.A., Chile.
• Supervising project counsel and finance counsel for Southern Energy, Inc. in the acquisition and initial financing of Hidroelectrica Alicura, S.A., Argentina.
• Supervising project counsel and finance counsel for Southern Energy, Inc. in the acquisition of Freeport Power Company, Bahamas.
• Counsel to an international independent power producer on transaction involving $2.7 billion acquisition of Hong Kong-based, publicly-traded Bermuda corporation in the energy industry, with assets in China, Pakistan, Indonesia, The Philippines and Australia.

Wind Power Projects

• Counsel to an independent power producer (“IPP”) in connection with the structuring, negotiation, and closing of acquisitions of majority interests in multiple wind-powered electric generating facilities, including facilities located in Nebraska (200 MW), Illinois (132 MW), and South Dakota (97 MW). In this role, Mercer Thompson attorneys also served as lead real estate counsel.
• Counsel to the IPP subsidiary of an investor-owned utility in connection with its acquisition of an approximately 300 MW wind-powered electricity generating plant to be constructed in Kay County, Oklahoma.
• Counsel to the IPP subsidiary of an investor-owned utility in connection with its acquisition of an approximately 148 MW wind-powered electricity generating plant to be constructed in Grant County, Oklahoma. Mercer Thompson’s role included the due diligence analysis of the existing long-term power purchase agreements.
• Counsel to the IPP subsidiary of an investor-owned utility in connection with its acquisition of an approximately 152 MW wind-powered electricity generating plant to be constructed in Grant County, Oklahoma. Mercer Thompson’s role included the due diligence analysis of the existing long-term power purchase agreements.
• Counsel to an IPP in the acquisition of an operating 150 MW wind electricity generating facility located in Pecos County, Texas.
• Counsel to an IPP in connection with it proposed acquisition of the 109.5 MW Shady Oaks wind project from its developer, Goldwind Energy (based in China). Representation included lead role on managing a multi-disciplinary due diligence team and lead negotiator of the proposed MIPSA.

Solar Power Projects

• Counsel to the independent power producer (“IPP”) subsidiary of an investor-owned utility in connection with its simultaneous acquisition of an in-development 150 MW solar photovoltaic electricity generating facility to be constructed in Imperial County, California, an in-development 245 MW solar photovoltaic electricity generating facility to be constructed in Imperial County, California, and an in-development 106 MW wind-powered electricity generating facility to be constructed in Stark and Morton Counties, North Dakota.
• Counsel to the IPP subsidiary of an investor-owned utility in its acquisition of a proposed 100 MW solar photovoltaic electricity generating facility located in Taylor County, Georgia.
• Counsel to an IPP in the sale of a portfolio of eighteen (18) distributed generation solar photovoltaic electricity generating facilities in Georgia with aggregate capacity in excess of 57 MW.
• Counsel to an IPP in the sale of a portfolio of fourteen (14) distributed generation solar photovoltaic electricity generating facilities in Georgia with aggregate capacity in excess of 42 MW.
• Counsel to an IPP in the acquisition of portfolio totaling 20 MW of distributed generation solar projects throughout Massachusetts.
• Counsel to an IPP in the acquisition of a 7MW distributed generation solar facility in Florida.
• Real estate counsel to a developer in the acquisition and due diligence review of a proposed 80 MW solar project in Idaho. Further advised on real estate project development and served as real estate counsel on the later sale of the project.
• Real estate counsel to a developer in its acquisition of early stage large scale solar projects in Texas, Nevada, Utah, Oregon, Wyoming and California. Representation included due diligence review and negotiation of ground leases and options to purchase, corrective title work, survey review and title policy issuance, federal land and mineral rights issues, transmission and other easement rights.
• Real estate counsel to a developer in the sale of several project sites in California which involved both ground mounted and roof mounted solar facilities.
• Real estate outside counsel to multiple solar developers acquiring and constructing solar projects in Massachusetts.

Natural Gas Power Projects and Storage Facilities

• Counsel to Consumers Energy in connection with the negotiation and execution of an Asset Purchase Agreement to acquire the 1,176 MW gas-fired “New Covert” generation facility in Van Buren County, Michigan for a published purchase price of $810,000,000.
• Counsel to a large investor-owned utility company in connection with the acquisition of an operating 375 MW natural gas-fired generating facility in MISO, and an adjacent 345 MW natural gas-fired project under construction, including negotiation of the purchase and sale agreement and due diligence analysis of two power purchase agreements.
• Counsel to WEC Energy Group, Inc. in connection with its $225 million acquisition of an underground natural gas storage facility located in Michigan.
• Counsel to Southern Power Company in its $206 million acquisition of a 680 MW gas-fired simple-cycle combustion turbine facility in Brevard County, Florida from Constellation Energy Group.
• Counsel to Southern Power Company in connection with the acquisition of DeSoto County Generating Company, LLC, owner of a nominal 320 MW simple-cycle combustion turbine facility in DeSoto County, Florida.
• Counsel to an independent power producer in connection with its $300 million sale of a 2x1 gas-fired power-island to a regulated utility in Louisiana, while retaining the second power-island on the same facility, with implementation of co-owned common facilities structure.
• Counsel to Southern Power Company in its $325 million acquisition of an approximately 945 MW simple-cycle and combined-cycle dual fuel generating facility in Rowan County, North Carolina from Progress Energy.

Nuclear and Coal-Fired Power Projects

• Counsel to Duke Energy Carolinas in connection with its potential acquisition of an ownership interest in the new VC Summer Nuclear Station (AP1000) Units 2 and 3, previously under construction in Jenkinsville, South Carolina, including with respect to the then-existing EPC agreement and proposed joint ownership agreements for Units 2 and 3.
• Counsel to Wisconsin Electric Power Company in its sale of the Point Beach Nuclear Power Plant to FPL Energy and the negotiation of a long term power purchase agreement (PPA) with the new plant owner.
• Counsel to Wisconsin Electric Power Company in connection with the sale of its minority ownership interest in the Edgewater Unit 5 coal-fired generating plant
• Counsel to Nations Energy in its divestiture of a 30% ownership interest in the 320 MW electric power and district power project in Kladno, Czech Republic.
• Counsel to Illinois Power Company in connection with the sale of the Clinton Nuclear Power Station, negotiation of the definitive asset purchase agreement and advice concerning U.S. Nuclear Regulatory Commission approval to transfer the operating license.
• Co-counsel to an unregulated utility affiliate in the sale of an undivided ownership interest in two 615 MW supercritical pulverized coal generating units in Wisconsin.
• Counsel to Southern Energy, Inc. in the tender for Gladstone Power Station, Brisbane, Australia.
• Counsel to Southern Energy, Inc. in the tender for the Petacalco Pier and Coal Handling Facility in Michoacan, Mexico.
• Counsel to Southern Energy, Inc. in the tender for the Loy Yang B Power Station, Victoria, Australia.
• Counsel to Southern Energy, Inc. in the tender for the Kilroot Power Station, Northern Ireland.
• Counsel to Georgia Power Company (Georgia Power) in the sale of Plant Scherer Unit No. 4 to Florida Power & Light Company and Jacksonville Electric Authority.

Other Power Industry Acquisitions and Divestitures

• Counsel to Georgia Power in its disposition of undivided ownership interests in Rocky Mountain Pumped Storage Hydroelectric Project to Oglethorpe Power Corporation (OPC).
• Team Counsel to a utility in transaction involving a client’s $60 million purchase of former Enron-owned retail gas business in Georgia out of bankruptcy, through §363 “stalking-horse” procedure.