Energy Mergers & Acquisitions and Finance

The Energy M&A team represents all major industry players, including utilities, independent power producers, developers, investors, sponsors, lenders and other market participants.

Our lawyers lead energy transactions and financings involving generation assets across all fuel types – including gas, nuclear, oil and renewables – and transmission infrastructure. We advise on the acquisition and disposition of electric and gas utilities, as well as the purchase and sale of energy generation projects and other oil and gas assets. We also have strength in solar, wind, battery storage, renewable natural gas (RNG) and liquified natural gas (LNG), biomass, thermal generation assets, LNG facilities and midstream assets.

The team’s experience in leading sophisticated, high-stakes transactions has cemented McGuireWoods’ proven track record for structuring deals for value-maximization, navigating regulatory approvals and managing multi-investor and auction processes.

Our multidisciplinary team works across practice groups to provide integrated solutions to address energy regulatory law, environmental, real estate, tax, antitrust and securities matters that may arise during deal negotiations and after closings.

McGuireWoods’ energy M&A lawyers partner with the firm’s energy project finance team to provide 360-degree counsel to sponsors, investors, lenders, underwriters and developers throughout the full project life cycle — from early-stage development and construction through long-term operations, refinancing and asset sales. Our broad experience spans power plants, renewable energy facilities, LNG storage terminals, oil refineries and pipeline systems across the U.S.

How We Help

We provide comprehensive transactional and finance services across the full energy and infrastructure landscape, including:

• mergers and acquisitions, dispositions and joint ventures involving regulated and unregulated energy assets
• competitive auctions and multi-investor transaction processes
• negotiating key project agreements, including:
  • power purchase agreements (PPAs)
  • fuel supply and transportation agreements
  • throughput contracts
  • engineering, procurement and construction (EPC) agreements
  • operations and maintenance (O&M) agreements
  • long-term service contracts
• tender documentation and bid proposals
• complex project finance transactions, including:
  • acquisition financing
  • non-recourse construction and term loan facilities
  • tax equity investments and partnership flip structures
  • capital markets debt offerings (registered and unregistered)
  • sale-leasebacks
  • leveraged leases and synthetic leases
  • financings through multilateral institutions, export credit agencies and national development banks
  • innovative and alternative financing structures

Representative Experience

• CONSOL Energy Inc., an American energy company with interests in coal, in combining with Arch Resources Inc. in an all-stock merger of equals to create Core Natural Resources, a premier North American natural resource company focused on global markets;
• Dominion Energy Inc., an American energy company, in the $14 billion sale, including the assumption of $4.6 billion of debt, of three natural gas distribution companies – The East Ohio Gas Company, Public Service Company of North Carolina Inc. and Questar Gas Company, along with Wexpro Company – through three definitive agreements with Enbridge Inc., a multinational pipeline and energy company; 
• EDF Trading Holdings LLC, a leader in the international wholesale energy markets, in the sale of EDF Energy Services (EDFES) – a leading supplier of power, natural gas and related services to commercial and industrial customers across the U.S. – to BP;
• Equitrans Midstream, an American energy company engaged in the pipeline transportation of natural gas and natural gas liquids, in EQT Corporation’s acquisition of ETRN in an all stock deal with an enterprise value of approximately $14 billion, including debt;
• Intervale Capital, an energy-focused private equity firm, in the sale of portfolio company Epic Lift Systems to Tally Energy Services;
• NiSource Inc., one of the largest fully regulated utility companies in the United States, in the $2.16 billion sale of 19.9% minority equity interest in NIPSCO to an affiliate of Blackstone Infrastructure Partners, an investment fund that invests in large-scale infrastructure assets;
• NRG Energy Inc., an American energy company, in the $1.75 billion sale of 44% equity interest in its South Texas Project Electric Generating Station, a 2,645 MW nuclear facility located about 90 miles southwest of Houston in Bay City, Texas, to Constellation Energy Corporation;
• Peregrine Energy Solutions LLC, a renewable platform focused on developing, financing, building, owning and operating utility scale storage, in a $700 million financing transaction with AB CarVal, which will fund 7 GW of renewable and energy storage projects in North America;
• RBJ Operating LLC, one of the largest operators of saltwater disposal wells in the West Texas Permian Basin, in the sale of the company and its operating subsidiary to PDPS Redshift Holdings LLC, a subsidiary of Pilot Flying J; and
• Sol Systems, a national clean energy company, in a $226 million construction financing involving tax equity and construction debt of Eldorado, a 152-megawatt solar project in Saline County, Illinois, and a $345 million construction financing, including tax equity and construction debt of Tilden Solar, a 182-megawatt solar facility in Randolph County, Illinois.