Hunton Andrews Kurth regularly represents energy companies (including oil and gas, midstream, interstate pipeline and downstream companies, as well as power companies), utilities and investors in mergers, acquisitions and dispositions of energy-related companies and assets. These activities include traditional corporate M&A work, as well as acquisition finance and the management of the unique tax, environmental and regulatory issues involved in buying and selling regulated or unregulated assets. We represent private investors (including private equity and infrastructure firms) and strategic participants in the energy industry , including the upstream, midstream and downstream sectors of the oil and gas industry and independent power industry, as well as public energy companies. Our role has included advising Progress Energy in connection with its $30 billion merger with Duke Energy.

Our energy M&A practice represents a diverse client base including developers, sponsors, underwriters and private equity funds, commercial and multilateral lenders, unregulated power companies, regulated electric and gas utilities, contractors, suppliers and offtakers, upstream, midstream, interstate pipeline and downstream oil and gas companies, coal and transportation companies, power marketers and independent electric transmission companies as well as federal, state and local governments on every continent. We regularly represent buyers, sellers, and investors on energy and utility asset transfers, corporate mergers, and entity acquisitions in the energy and utility space. We also regularly represent management teams backed by private equity or infrastructure firms formed to acquire, own and operate energy infrastructure assets.

Our dedicated team has experience advising on both conventional and renewable energy assets and interests in a a broad range of energy assets. These include LNG vessels; LNG liquefaction and regasification facilities; upstream, midstream and downstream oil and natural gas facilities and pipelines; oil and gas acreage acquisitions and dispositions (including over-riding royalty interests and production payment arrangements); property and entity acquisitions; exploration, production, development and transportation transactions; large desalination and wastewater treatment plants and related facilities; and wind, solar, biomass, and other renewable energy assets. We often structure deals as partnership and joint venture agreements, including tax equity, hedging, YieldCo, master limited partnership (MLP), Drillco, and other complex financing vehicles.

We assist our clients in all phases of the acquisition or divestiture process, including:

  • Deal structuring (including tax advice), preliminary offers, term sheets, confidentiality agreements, auction process and bid submission;
  • Conducting due diligence (including title review) and managing data rooms drafting and negotiation of transaction documents;
  • Joint venture / partnership structuring and financing arrangements;
  • Specialist advice on environmental, securities law, IP, bankruptcy, real estate, antitrust, regulatory, litigation, tax, executive compensation, employee benefits and ERISA, and employment matters;
  • Re-negotiation and amendment of related operational and commercial agreements; and
  • Closing and post-closing matters (including obtaining consents, recording title).

Purchase and Sale of Energy Assets

The influx of private equity, infrastructure funds, financial and foreign investors into the US energy sector in the early part of this century has brought a wealth of capital available to fund ownership and development in the oil and gas and power sectors of the energy industry, and has presented new opportunities for traditional investor owned utilities and independent power producers. Our energy M&A lawyers regularly represent buyers and sellers in connection with the auction and bid process, due diligence and ultimate purchase and sale of upstream, midstream and downstream oil and gas assets as well as independent power project portfolios and individual project assets.

Strategic Transactions

We represent large-scale publicly traded upstream, midstream and downstream oil and gas companies (including MLPs) and publicly traded utilities in mergers-of-equals with competitors, acquisitions of smaller competitors, and go-private transactions led by investor consortiums. Our team navigates clients through the deal negotiations, board-level governance issues, and regulatory approval strategies to anticipate problems and create solutions.

Joint Ventures and Other Strategic Investments

We have represented leading energy companies, strategic investors, infrastructure funds, private equity funds and other financial investors in the formation of joint ventures and similar investment arrangements involving the contribution of assets, technologies and capital in the energy space, and the commitment to develop and operate same on behalf of the venturers.

Acquisition Financing and Regulatory Matters

We advise energy clients on acquisition finance and manage the unique environmental and regulatory issues involved in buying and selling regulated and unregulated energy assets. Our finance representation covers a variety of structures including investment grade public offerings, private placements, term loan B loans, traditional bank financings, reserve-based loans, and production payment financings, and our environmental advice includes guiding our clients through the environmental regulatory regime. Our environmental lawyers have been named “Environmental Practice Group of the Year” by Law360 for seven consecutive years. In addition, our energy regulatory lawyers can assist our clients with the FERC, NERC and other federal and state regulatory issues (including tariff or rate issues) applicable to ownership of energy pipeline or power infrastructure assets.