Mergers and Acquisitions and Joint Ventures
Represented a French public company in the approximately $500 million cross-border acquisition by merger of a digital customer engagement firm that provides data analytics, market research, enterprise architecture and other services. The acquisition involved numerous shareholders and optionholders in both domestic and foreign jurisdictions.
Represented NEC Corporation, a multinational provider of technology services and products headquartered in Tokyo, Japan, in its approximately $100 million acquisition of the electric grid storage division of electric battery maker A123 Energy Systems LLC, with A123 retaining its automotive battery business.
Represented a publicly-traded French company in its acquisition of a division of a U.S. company providing receivables management business process outsourcing (BPO) solutions and its establishment of a joint venture for the commercial development of certain proprietary software. The acquired business was regulated in most states in the U.S. and had a presence in five foreign jurisdictions as well as the U.S.
Represented one of the largest U.S. utilities in the acquisition of five project companies that were each in the process of developing a 20MW solar-powered facility in California.
Represented one of the largest U.S. utilities in the acquisition of a project company that was in the process of developing a 24.9MW solar-powered facility in New York.
Represented one of the largest U.S. utilities in the acquisition of numerous project companies that were in the process of developing, in the aggregate, more than 200MW of solar-powered facilities in Florida and North Carolina.
Represented a public company in its acquisition of a manufacturer with multiple operating divisions and joint ventures in Europe, Asia and the Middle East.
Represented Assa Abloy, a Swedish public company, in a series of acquisitions in the entrance systems industry, including acquisitions of companies with cross-border operations.
Represented a public company in the acquisition by merger of a technology company in the security industry. The transaction involved multiple class of shareholders, optionholders and warrant holders.
Represented a public company in the acquisition of a company that manufactures fire-rated glazing products and provides related services.
Represented one of the five largest national banks in its staged acquisition of a leading, highly respected global investment and advisory firm through the establishment of vehicles permitting the future transfer of additional equity. The acquisition involved complex operating agreements that provided for successive changes in covenants, governance and veto rights as additional equity is acquired.
Represented one of the five largest national banks in its acquisition of a global investment and advisory firm based in the Caribbean.
Represented the shareholders of a Florida company in the food distribution business in its sale to another distribution company. The seller had operations and subsidiaries throughout the Caribbean.
Represented one of the five largest national banks in outsourcing its retail remittance processing services business. The transaction involved the divestiture of processing centers throughout the nation, where the employment of the personnel located at those sites was preserved as they were transferred to the buyer/outsourcing vendor. The document-intensive negotiations involved complex issues relating to employment matters, transition services, service level agreements, preservation of customer relationships, technology refreshes, privacy, intellectual property rights and other matters.
Represented a public company in its acquisition of a company in the construction industry. The acquisition involved the concurrent spin-off from the acquired company of two of its three divisions to an investor group composed of certain of the shareholders of the acquired company. The spin-off required both senior, bridge financing, and subordinated financing.
Represented a personnel outsourcing company in its merger with a subsidiary of a national bank. The merger required the approval of the Office of the Comptroller of the Currency and involved the conversion of multiple classes of stock and options into cash and options to acquire registered securities
Represented a public company in more than 30 acquisitions over a period of a few years as part of its acquisitive “roll-up” in the equipment rental industry
Represented the lead private equity company in the acquisition by multiple parties, with management roll over, of an equipment rental company. The acquisition required a series of shareholders and operating agreements, stock purchase agreement, management agreement, employment agreements and senior financing
Represented a multi-national company in the drafting and negotiating of a joint venture agreement with a Canadian company for nuclear fuel handling systems
Represented an engineering services company in the energy industry in a series of limited liability company joint ventures with various third parties for the joint pursuit of projects each with an aggregate value in excess of $100 million
Represented a U.S. company in the drafting and negotiating of a joint venture agreement with a South African business for the purpose of pursuing South African government privatization opportunities.
Energy Construction and Procurement
Negotiated and drafted engineering, procurement and construction agreements for the construction of transmission lines and substations throughout the southern half of Florida as part of a $25 billion investment in grid modernization
Negotiated and drafted engineering, procurement and construction agreement and engineering, fabrication and delivery agreement for the construction of an LNG peak shaving facility in North Carolina
Negotiated and drafted engineering, procurement and construction agreements for multiple nuclear-powered electric generation facilities in response to NRC Fukishima requirements. These agreements involved target pricing of projects that are released by the owner periodically based on an “open book” pricing development process.
Negotiated and drafted engineering, procurement and construction agreement for the replacement of main steam isolation valves in a nuclear-powered electric generation facility
Negotiated and drafted engineering, procurement and construction agreements for 20MW solar-powered electric-generation facilities in California.
Negotiated and drafted engineered equipment purchase agreement and engineering, procurement and construction management agreement for a $2.7 billion 630MW integrated gasification combined cycle (IGCC) electric-generation facility. This project is a first-of-its-kind scale up of the integrated gasification technology, involving negotiations of various intellectual property licenses for this technology
Negotiated and drafted engineering, procurement and construction agreement for its $2 billion 800MW supercritical pulverized coal electric-generation facility. This contract introduced novel methods to control costs, relying on “open book” pricing to blend fixed, target and other pricing mechanisms
Negotiated and drafted development agreement and engineering, procurement and construction agreement for a then pending 2,200MW nuclear-fueled, electric-generation facility
Negotiated and drafted engineering and construction agreement for the replacement of a 31.5MW hydro-electric generating station and strengthening of its dam
Drafted form construction services agreement and form equipment design and procurement agreement for use in multi-billion dollar power plant construction project with more than 100 contractors and vendors. Negotiated terms of the same with many of such contractors and vendors
Negotiated and drafted numerous agreements for the construction of a 620 MW combined-cycle natural gas-fueled, electric-generation facility with a projected cost of $660 million
Negotiated and drafted engineering and construction agreements for the construction of a 620 MW combined-cycle natural gas-fueled, electric-generation facility with a projected cost of $710 million
Negotiated and drafted numerous agreements for construction of flue gas desulphurization systems for retrofitting 12 coal-fired, electric-generation facility units generating 6,032 MW
Negotiated and drafted construction agreement for a selective catalytic reduction (SCR) system for NOx reduction at three coal-fired, electric-generation facilities generating 4,892 MW
Prepared form engineering, procurement and construction agreement, combining forms from legacy merged companies and updated terms and conditions to its standard purchase order
Prepared equipment purchase contracts for RFPs for gas and steam turbines, air separation units, heat recovery steam generators, selective catalytic recovery systems and other significant energy-related equipment
Provided periodic training to the purchasing group on commercial contracts and international purchasing issues, including Incoterms, export controls, customs, FCPA, UCC, international dispute resolution and letters of credit
Prepared contractual legal guidelines for international purchasing
Represented a German company in the engineering, procurement and construction of biogas-powered electric generation facilities in California. The biogas was produced from both cattle farms and wineries
Negotiated and drafted numerous agreements for the construction of a 750 MW combined-cycle natural gas-fueled, electric-generation facility
Marine Terminals and Distribution Centers
Represented one of the world’s largest container terminal operators in establishing a joint venture with a diversified Venezuelan conglomerate in conjunction with the acquisition and operation of a large transportation facility in Venezuela.
Procurement of shore-based container handling gantry cranes and rubber-tired container handling gantry cranes for a marine terminal facility in the Dominican Republic
Sale of a partial interest in a marine terminal facility in the Dominican Republic and the negotiation of a related joint venture agreement
Corporate, international, compliance, tax and real estate legal advice in connection with the development of a distribution and logistics center and business park at a 1,300 acre greenfield site in the United States
Establishing a joint venture with various local partners for a marine terminal facility in Suriname
Outsourcing agreements for the maintenance and repair work for significant operational equipment, including cranes, at various ports
Procurement of shore-based container handling gantry cranes and rail-mounted container handling gantry yard cranes for a marine terminal facility in South Korea
Development and construction of a large commercial free trade zone facility from a "greenfield" site in the Caribbean. This $290 million project involved establishing a series of joint ventures with a consortium of local business leaders, limited recourse project financing, shareholders agreements (for multiple classes of stock), design/build and turnkey contract with a French construction consortium, technology licenses, and management and operations agreements