Am Law Firms Take Lead on Dynegy's Power Plan Purchase

Am Law Firms Take Lead on Dynegy's Power Plan Purchase Courtesy of Duke Energy Miami Fort Station, located in North Bend, Ohio.

Power generating company Dynegy Inc. said on Friday that it would buy power plants and other assets from Duke Energy Corp. and private equity firm Energy Capital Partners in two separate deals worth a combined value of $6.25 billion.

Houston-based Dynegy, which emerged from bankruptcy in 2012, is acquiring interests in 11 power plants in the Midwest from Charlotte-based Duke Energy for $2.8 billion. It will also buy the interests of 10 plants in New England, Pennsylvania and the Midwest from Energy Capital Partners for $3.45 billion. The two separate deals would allow Dynegy to enter new retail markets in Michigan, Pennsylvania and Ohio and nearly double its generating capacity by adding 12,500 megawatts, the company said.

Dynegy plans to issue $5 billion in unsecured bonds and $1.25 billion in new equity and equity-linked securities, including $200 million in common stock issued to Energy Capital, to help finance the deals. The company also has secured $950 million in additional revolving credit.

Both transactions require regulatory approval from the Federal Energy Regulatory Commission and are expected to close in the first quarter of 2015.

Skadden, Arps, Slate, Meagher & Flom and White & Case represented Dynegy, while Bracewell & Giuliani and Latham & Watkins provided legal counsel to Duke Energy and Energy Capital, respectively.

“The two acquisitions announced today are both exceptionally high-quality portfolios that have been well managed and run by Duke and ECP employees,” Dynegy president and CEO Robert Flexon said in a news release. “The Duke and ECP employees are committed, hardworking men and women, and we look forward to engaging their expertise and talent in the combined business. In addition, we intend to honor the terms of the collective bargaining agreements in both generating fleets,” he said.

The assets acquired from Energy Capital include EquiPower Resources Corp. and Brayton Point Holdings LLC, Dynegy said.

Catherine Callaway is Dynegy’s executive vice president and general counsel, according to its website. Julie Janson is executive vice president, chief legal officer and corporate secretary for Duke Energy. Energy Capital Partners’ in-house counsel is Andrew Singer.

Dynegy turned to Skadden for the Energy Capital acquisition, with a team that included M&A partner Michael Rogan, antitrust partner John H. Lyons, energy regulation partner William Conway Jr., tax partner Sean Shimamoto and project finance partner Ann Hawkins. M&A counsel Erik Elsea also advised on the matter.

White & Case advised Dynegy on the financing aspects of the asset purchase from Energy Capital’s EquiPower and Brayton. On the team were banking partner Eric Berg and capital markets partners Gary Kashar, David Johansen and Colin Diamond, the firm said.

White & Case also advised Dynegy with some aspects of the Duke transaction. M&A partner Michael Shenberg advised on the purchase of Duke assets. Banking partner Eric Berg and capital markets partners Gary Kashar, David Johansen and Colin Diamond advised on the financing aspects of the purchase of Duke assets.

Houston-based Dynegy emerged from an unusual Chapter 11 case two years ago that protected the parent company’s shareholders while reducing debt due bondholders. Sidley Austin and White & Case advised Dynegy in that matter (the lead White & Case partner who counseled the company, Gerard Uzzi, subsequently left for Milbank in July 2012).

Dynegy has used a number of other Am Law 100 firms in the past, such as Akin Gump on its $1 billion sale of nine power plants in 2009 and Sullivan & Cromwell on a scuttled sale to private equity firm The Blackstone Group and another ultimately aborted $665 million sale to Carl Icahn in 2010. (Patrick Wood III, who became chairman of Dynegy’s board of directors after it emerged from bankruptcy, once worked at Baker Botts.)

Energy partner John Klauberg led Bracewell & Giuliani’s legal team for Duke Energy on the Dynegy deal. Finance partner Kristen Campana, antitrust partner Daniel Hemli, labor and tax partner Bruce Jocz, energy partner Frederick Lark, tax partner Elizabeth McGinley, real estate partner Aaron Roffwarg, labor and employment partner Robert Sheeder, corporate and securities partner Charles Vandenburgh and environment partner Timothy Wilkins worked on the deal. Corporate and securities counsel John Melly Jr. and Elena Rubinov and tax counsel Alexander Jones also advised in the matter. Associates Michael Espinoza, David Lawton, Vivian Ouyang, William Simmons and Marissa Smith assisted.

Bracewell previously represented Duke Energy International (DEI), a subsidiary of Duke Energy, in the $415 million acquisition of CGE Group’s Iberoamericana de Energía Ibener S.A. subsidiary in Chile, including related financings in 2012, according to the firm.

Latham & Watkins advised Energy Capital on the Dynegy deal. The firm’s team included M&A partner David Kurzweil, who is cochair of the firm’s global energy-power industry group, as well as M&A partner Paul Kukish, project finance partner Jeffrey Greenberg and M&A associate Colin Bumby. The firm did not disclose any previous deals for the private equity firm, but according to its website it has worked with Energy Capital in the past.

Staff writer Brian Baxter contributed to this story.

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