Heather Welch Arbogast Partner

Renewable & Clean Energy Development and Power Purchase Agreements

• Representation of Constellation in negotiating a 20-year power purchase agreement with Meta for 1,121 MW of emissions-free nuclear power from the Clinton Clean Energy Center in Illinois, supporting the facility’s relicensing and continued operations through 2047.
• Representation of Constellation in negotiating a 20-year power purchase agreement with Microsoft to restart Three Mile Island Unit 1 in Pennsylvania as the 835 MW Crane Clean Energy Center, supplying carbon-free power for Microsoft’s data center operations in the PJM region.
• Representation of Constellation in connection with a 20-year power purchase agreement with Amazon supporting more than $3 billion in infrastructure investment at Maryland’s Calvert Cliffs Clean Energy Center, including significant upgrades to the 1,790 MW nuclear facility and the addition of approximately 190 MW of emissions-free generating capacity between 2030 and 2032.
• Representation of private equity investment firm in connection with a power purchase agreement with Meta for the Blue Bird wind project.
• Representation of private equity investment firm in connection with the repowering of the Stephens Ranch I and II wind projects.
• Representation of a U.S.-based subsidiary of a Japanese utility in the development, construction and operation of a behind-the-meter central utilities plant providing steam and utility services to a host facility in the southeastern United States, with an aggregate value exceeding $340 million.
• Representation of several independent power producers in negotiating physical and financial power purchase agreements, tolls and other structured transactions, including Exus North America Holdings, Peregrine Energy Solutions and Skyline Renewables.

Renewable Energy Finance, Tax Equity and Tax Credits 

• Representation of Peregrine Energy Solutions in closing a financing agreement with AB CarVal to raise more than $700 million in credit, equity and debt financing to fund Peregrine’s pipeline of more than 7 GW of projects, including standalone battery storage, solar and wind technologies.
• Representation of Peregrine Energy Solutions in securing financing to support a $317 million battery energy storage project under construction.
• Representation of a British multinational energy and services company in a tax equity transaction involving an $18.1 million tax equity investment and $45 million in construction financing for a portfolio of 31 rooftop solar installations planned for discount big-box stores across the United States.
• Representation of a sponsor in connection with the acquisition, tax equity financing, debt financing and hedging arrangements for a $345 million, 230 MW wind farm in Wilbarger County, TX.
• Representation of Skyline Renewables in connection with the financing of a 20 MW wind facility in Carroll County, IA; a 40 MW wind facility in Somerset County, PA; and a 51 MW wind facility in Rush County, KS.
• Representation of Skyline Renewables in connection with a tax credit purchase agreement for the Hackberry Wind Farm in Shackelford County, TX.
• Representation of Peregrine Energy Solutions in connection with a tax credit purchase agreement for the Old Gold Energy Center, LLC, an 80 MW operating wind asset in northern Iowa.
• Representation of private equity investment firm, as project sponsor, in connection with the $800.6 million financing of a 505 MW solar project spanning Johnson and Parker counties, TX.

Renewable Energy M&A

• Representation of Hull Street Energy in its agreement to acquire Consumers Energy’s hydropower fleet, comprising 13 dams across Michigan with a combined installed capacity of 132 MW.
• Representation of Centrica plc (LSE: CNA) and its subsidiary Direct Energy in the acquisition of Vista Solar, a solar engineering, procurement and construction company.
• Representation of one of the largest producers and transporters of energy in the United States in its acquisition of an 80 MW solar farm from a clean energy company.
• Representation of a Fortune 500 power company in its acquisition of a 400 MW wind project in Missouri.
• Representation of Peregrine Energy Solutions in connection with the acquisition and disposition of interests in the Old Gold Energy Center, LLC, an 80 MW operating wind asset in northern Iowa.
• Representation of a private equity investment firm in the build-transfer agreement and construction financing for Grover Hill, a 150 MW wind project in Paulding County, Ohio.
• Representation of a private equity investment firm in connection with its acquisition of the Moltke Ridge wind project, a 149 MW project in Presque Isle County, MI, and related power purchase agreement.
• Representation of Redeux Energy Partners LLC, a leading utility-scale solar and energy storage development company, in the sale of a hybrid 200 MW solar and 40 MW battery storage development project in the MISO energy market to Scout Clean Energy, a Colorado-based renewable energy developer-owner-operator and portfolio company of Brookfield Asset Management.
• Representation of Redeux Energy Partners LLC, a leading utility-scale solar and energy storage development company, in the sale of a 450 MW, three-project solar portfolio in the MISO South energy market to Pine Gate Renewables, a developer and owner-operator of utility-scale solar and energy storage projects across the United States.
• Representation of Glidepath in the sale of a portfolio of eight operating wind projects located in northern Texas to ACEN, the listed energy platform of the Ayala group.

Other Energy M&A — Conventional Generation, Energy Services and Retail Supply

• Representation of one of the nation’s largest independent power producers in its corporate reorganization, involving the restructuring and disposition of thermal-fired generation assets to facilitate renewable energy redevelopment.
• Representation of a subsidiary of Castleton Commodities International LLC, a global energy commodity merchant, in the acquisition of Hunlock Creek Energy Center, a 169 MW natural-gas fired power plant in Luzerne County, PA, from UGI Energy Services LLC, a subsidiary of a natural gas and electric power distribution company headquartered in King of Prussia, PA.
• Representation of a publicly traded global fuel logistics company in its $26 million acquisition of a provider of electricity supply solutions.
• Representation of LS Power, a leading development, investment and operating company focused on North American power and energy infrastructure, in its acquisition of ENGIE Services U.S. (now OPTERRA Energy Services), a provider of energy efficiency, renewable energy, energy storage, microgrid, operations and maintenance, HVAC and lighting solutions.
• Representation of a North American retailer of energy and energy services and its parent company in their $60 million acquisition of an Israel-based energy management firm.
• Representation of Centrica plc and its subsidiary Io-Tahoe in the acquisition of the assets of Rokitt Inc., a New Jersey-based provider of data discovery software solutions, including its proprietary Rokitt Astra technology.
• Representation of a venture capital firm in a private equity investment in a contract meter certifier and provider operating in Texas and New Mexico.
• Representation of NRG Protects Inc. in negotiating a master services agreement with Asurion Services, LLC, establishing the services framework supporting the multi-company integration of Asurion, Vivint and NRG to deliver comprehensive smart home security, energy management, and electronics protection plans.
• Representation of Dominion Energy in the sale of Dominion Products and Services, the home repair services division of the company, to HomeServe USA.
• Representation of EDF Trading Holdings LLC in the sale of EDF Energy Services, a supplier of power, natural gas and related services to commercial and industrial customers across the United States, to BP.
• Representation of Rhythm, a Texas-based renewable energy provider, in its acquisition of approximately 40,000 residential customers and 10,000 small and midsized commercial customers in Texas from Entrust Energy Inc. and Power of Texas Holdings Inc.
• Representation of Constellation, a competitive retail supplier of power, natural gas and energy products, in its acquisition of the electric retail and natural gas assets of Agera Energy.
• Representation of ENGIE Resources, a subsidiary of ENGIE North America, in its acquisition of Plymouth Rock Energy, a retail provider of natural gas and electricity, from MVC Private Equity Fund.
• Representation of Direct Energy in its $27 million acquisition of the commercial and industrial retail electricity business of Source Power & Gas, a wholly owned indirect U.S. subsidiary of Australian power company ERM Power Limited.
• Representation of Direct Energy in its acquisition of NJR Retail Services Company, a natural gas supplier and former business unit of New Jersey Resources.
• Representation of an energy infrastructure and power development and investment company in the sale of a portfolio company providing retail electricity-related services to customers in Delaware, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, Texas and Washington, D.C., to the retail subsidiary of a large energy company.
• Representation of a direct marketing firm serving deregulated energy and telecommunications companies in its acquisition of a rapidly growing U.S. retail supplier of electricity and natural gas.
• Representation of a North American retailer of energy and energy services in the disposition of noncore energy-related businesses in the United States and Canada, resulting in nearly $50 million in cost savings.

Other Industry M&A and Strategic Transactions

• Representation of Aviation Facilities Company Inc. and AFCO AvPorts Management LLC, developers and managers of airports and airport infrastructure, in their sale to West Street Infrastructure Partners III, a family of infrastructure investment funds managed by Goldman Sachs’ Merchant Banking Division.
• Representation of Universal Technologies Inc., an international manufacturer and distributor of chemical HVAC leak sealant products, in the sale of its assets to The RectorSeal Corporation, a portfolio company of CSW Industrials Inc.
• Representation of Clyde Blowers Capital, a Glasgow-based private equity fund, in its $245 million sale of Cone Drive, a manufacturer of precision drive products, to The Timken Company (NYSE: TKR).
• Representation of Sprint in its acquisition of 1,435 retail stores from RadioShack, more than doubling Sprint’s company-owned retail footprint.
• Representation of Compass Group USA in its sale of Company Kitchen, a self-service technology company, to 365 Retail Markets.
• Representation of Intralytix Inc., a developer of bacteriophage technology, in connection with a $17.5 million equity investment by Lesaffre, a France-based biotechnology company.
• Representation of a U.K.-based entity in its acquisition of a U.S.-based data management solutions company with offices in India and Ukraine.

Other Financing and Capital Markets

• Representation of a lender, as Virginia counsel, in connection with the $596 million financing of a gas-fired power plant in Loudoun County, Virginia.
• Representation of a Connecticut real estate fund in a $52 million financing, with a securitization takeout, secured by a portfolio of more than 500 single-family rental homes across five states.
• Representation of an issuer in equity financings aggregating several billion dollars over a five-year period.