Heather Arbogast serves as a strategic corporate advisor to utilities, energy companies, developers, power purchasers, sponsors, investors and other clients on a broad range of transactions and regulatory issues in the power, retail energy, solar, wind and battery storage sectors of the energy industry.
Heather has significant experience advising on mergers and acquisitions, joint ventures and structured commodity transactions and in structuring and negotiating project development and offtake agreements, including power purchase agreements, engineering, procurement and construction contracts, fuel supply and transportation agreements, and related project development documentation. Her regulatory compliance experience includes overseeing retail energy compliance on a statewide basis for a Fortune 500 energy utility, and regularly assisting one of the top four retail energy providers in the U.S. with compliance-related matters.
Equally exceptional in her community, Heather is a member of the Greater Baltimore Committee’s Leadership Class of 2019, a rigorous program dedicated to developing and connecting civic leaders to strengthen the Baltimore region. She is also head of pro bono legal service for McGuireWoods’ Baltimore office, co-chairs Baltimore’s Recruitment Committee and oversees the Legal Council on Legal Diversity (LCLD) program in the Baltimore office.
Following law school, Heather was a judicial clerk for the Honorable Kathryn Grill Graeff of the Court of Special Appeals of Maryland. While earning her law degree from the University of Baltimore School of Law, she was the editor-in-chief of the University of Baltimore Law Review, member of the National Moot Court team, chair of the Moot Court Board, and received the law faculty graduation award. She has been recognized by Chambers USA for her Corporate/M&A work in Maryland since 2018.
Energy Transactions and Project Development
- Representation of Rhythm, a Texas-based renewable energy provider, in the acquisition of 40,000 residential customers and 10,000 small and medium sized commercial customers in Texas from Entrust Energy Inc. and Power of Texas Holdings, Inc., two retail energy providers.
- Representation of Constellation, a leading competitive retail supplier of power, natural gas and energy products and subsidiary of Exelon Corp. (Nasdaq: EXC), in its acquisition of the electric retail and natural gas assets of Agera Energy, a competitive retail energy marketing business.
- Representation of ENGIE Resources, a subsidiary of ENGIE North America and part of the international energy group ENGIE, in its acquisition of Plymouth Rock Energy, a leading retail energy provider of natural gas and electricity, from MVC Private Equity Fund.
- Representation of a British multinational energy and services company in a tax equity transaction consisting of an $18.1 million tax equity investment in and $45 million construction financing of a portfolio of 31 rooftop solar installations planned for discount big-box stores across the United States.
- Representation of Direct Energy, one of North America’s largest retail providers of electricity, natural gas and home and energy-related services, in its $27 million acquisition of the commercial and industrial retail electricity business of Source Power & Gas, a wholly-owned indirect U.S. indirect subsidiary of Australian power company ERM Power Limited (ASX: EPW).
- Representation of Centrica plc (LSE: CNA), an international energy and services company, and its subsidiary Direct Energy, in the acquisition of Vista Solar, a leading solar engineering, procurement and construction company.
- Representation of Centrica plc, an international energy and services company and its subsidiary Io-Taho, in the acquisition of the assets of Rokitt Inc., a New Jersey-based technology company that provides data discovery software solutions, and its proprietary Rokitt Astra Technology.
- Representation of Direct Energy, one of North America’s largest retail providers of electricity, natural gas and home and energy-related services, in its acquisition of NJR Retail Services Company, a natural gas supplier and former business unit of New Jersey Resources.
- Representation of a publicly traded global fuel logistics company in its $26 million acquisition of a provider of electricity supply solutions.
- Representation of sponsor in connection with the acquisition, tax equity financing and debt financing of, and hedging arrangements for, a $345 million 230 MW wind farm located in Wilbarger County, Texas.
- Representation of an energy infrastructure and power development and investment company in the sale of a portfolio company which provides 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 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 a North American retailer of energy and energy services in the disposition of non-core energy related businesses located in the U.S. and Canada which resulted in nearly $50 million in cost savings to the client.
- 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 that will provide steam and utility services to a host facility located in the Southeastern U.S. with an aggregate value in excess of $340 million.
- Representation of one of the largest producers and transporters of energy in the U.S. in its acquisition of the 80MW solar farm from a clean energy company.
- Representation of a direct marketing firm for deregulated energy and telecom companies in its acquisition of one of America’s fastest growing retail suppliers of electricity and natural gas.
- Representation of a Fortune 500 power company in its acquisition of a 400 MW electric wind project in Missouri.
- Representation of lender as local Virginia counsel in connection with $596 million financing of gas-fired power plant in Loudoun County, Virginia.
Retail Supply Regulation and Related Transactions
- Regular counsel and advice to competitive electric and gas suppliers on retail supply regulations throughout the eastern part of the U.S. and Texas, including drafting and negotiating power purchase agreements for both retail and wholesale supply.
- Significant experience in connection with the acquisition and disposition of customer books to and from retail energy suppliers.
- Regularly advise and structure ancillary service offerings for retail energy companies to market and sell to both residential, commercial and industrial customers.
- Regulatory compliance and monitoring, including assistance with licensing, consumer protection, unfair and deceptive trade practices compliance, billing and contracting requirements, customer disclosure issues, anti-slamming and anti-cramming procedures.
Other Mergers & Acquisitions Experience
- Representation of Sprint, a communications services company, in its acquisition of 1,435 retail stores from RadioShack, a deal that more than doubled Sprint’s company-owned retail footprint.
- Representation of Compass Group USA, a leading food and support services company, in its sale of Company Kitchen, a self-service technology company, to 365 Retail Markets, the global leader of self-service technology and services for the contract foodservice industry.
- Representation of Aviation Facilities Company, Inc. and AFCO AvPorts Management LLC, both industry leaders in the development and management of airports and airport infrastructure, in its 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 wholesale manufacturer and distributor of chemical HVAC leak sealant products, in the sale of its assets to The RectorSeal Corporation, a portfolio company of publicly-traded CSW Industrials, Inc.
- Representation of Clyde Blowers Capital, a Glasgow, Scotland-based private equity fund, in its $245 million sale of Cone Drive, a leader in precision drive products, to The Timken Company (NYSE: TKR), a global manufacturer of bearings and power transmission components.
- Representation of a venture capital firm in a private equity investment in a contract meter certifier and provider in Texas and New Mexico.
- Representation of Intralytix, Inc., a leader in bacteriophage technology, in connection with a $17.5 million equity investment by Lesaffre, a France-based manufacturer and marketer of innovative solutions for biotechnology.
- Representation of a Connecticut real estate fund in a $52,000,000 financing with a securitization take out secured by a large portfolio of single family rental houses (in excess of 500) in five different states.
- Representation of an issuer in equity financings aggregating several billion in the past five years.
- Representation of a UK-based entity in the acquisition of a U.S.-based data management solution with offices in India and Ukraine.
University of Baltimore School of LawJD
magna cum laude, Editor in Chief, University of Baltimore Law Review2010
University of MarylandBAGovernment and Politics
Phi Beta Kappa2007
Member, Maryland State Bar Association
Member, American Bar Association
Adjunct Board Member, Maryland Volunteer Lawyers for the Arts, 2011-2015
Co-chair and Executive Leadership member, Go Red for Women Open Your Heart Committee
Member, Energy and Natural Resources Committee, Greater Baltimore Committee
Member, Planning and Project Development Committee, Greater Baltimore Committee
Former Governance Chair and Member, Pratt Contemporaries Board, 2014-2022
- Moderator, "A Review of Solar & Storage Transactions Post-IRA", Solar & Storage Finance USA 10th Edition 2023, New York, NY, November 7, 2023
- Host and Speaker, Kayo Women in Power & Energy Pop-Up Event, September 21, 2023
- Moderator, "M&A Trends Roundtable", Kayo Women’s Infrastructure Summit, October 18, 2022
- Speaker, Offshore Wind Market Update and Supply-Chain Investment Opportunities, July 14, 2022
- Moderator, Kayo 2021 Power Markets Outlook Webinar, Kayo 2021 Power Markets Outlook, July 14, 2021
- Speaker, Exelon and McGuireWoods Co-Host LCLD Fellows Event, June 14, 2019
- Hon. Kathryn G. Graeff, Maryland Court of Special Appeals, 2010-2011
Selected for inclusion as a “Leading Lawyer,” Energy Transactions: electric power, Baltimore, Legal 500 US, 2023
Selected for inclusion in “Legal 500 United States,” Energy transactions: conventional power, 2023
Selected for inclusion in America’s Leading Lawyers for Business, Corporate/M&A, Maryland, Chambers USA, 2019, 2020-2023
Recipient, “Emerging Leader Award,” The M&A Advisor, 2021
Named a “2021 Generation J.D. honoree,” The Daily Record, 2021
Named an “Associate to Watch” in Corporate/M&A, Chambers USA, 2018
- Author, Domestic Content 10% Bonus Guidance Released (IRS Notice 2023-38), McGuireWoods Legal Alert, May 15, 2023
- Author, Opening Soon — Application for Section 48C Advanced Energy Project Investment Tax Credit, McGuireWoods Legal Alert, May 9, 2023
- Author, IRS Issues Guidance for Energy Community Bonus Tax Credits – Notice 2023-29, McGuireWoods Legal Alert, April 5, 2023
- Author, Inflation Reduction Act Extends and Modifies Tax Credits for Solar Projects, McGuireWoods Legal Alert, February 6, 2023
- Author, Inflation Reduction Act Creates New Tax Credit Opportunities for Energy Storage Projects, McGuireWoods Legal Alert, December 27, 2022
- Author, Department of Commerce Issues Final Rule Imposing Tariff Moratorium for Solar Panels, McGuireWoods Legal Alert, September 16, 2022
- Author, U.S. Senate Introduces the Inflation Reduction Act, McGuireWoods Legal Alert, August 2, 2022
- Author, White House Launches Federal-State Offshore Wind Partnership to Supercharge Production by 2030, McGuireWoods Legal Alert, June 29, 2022
- Author, President Biden Orders Tariff Exemption for Solar Panels, McGuireWoods Legal Alert, June 7, 2022
- Author, U.S. Department of Commerce Investigation of Solar Panel Imports Puts Solar Projects at Risk, McGuireWoods Legal Alert, April 15, 2022
- Author, Continuity Safe Harbor Extended for Offshore Wind, Renewable Energy Projects on Federal Land, McGuireWoods Legal Alert, January 12, 2021
- Author, Department of Energy Speaks on Bulk-Power System Executive Order, McGuireWoods Legal Alert, June 17, 2020
- Author, Up-and-Coming Women in PE to Know: Stacey Wittelsberger, McGuireWoods Legal Alert, March 4, 2019
- Author, Women in Private Equity to Know: Susan Nickey, McGuireWoods Legal Alert, June 14, 2018
- Author, Women in Private Equity to Know: Elizabeth Burgess, McGuireWoods Legal Alert, February 22, 2018
- Author, The Religious Land Use and Institutionalized Persons Act and Mega-Churches, 39 U.BALT. L. RE. 255, December 2010