Emilie J. McNally Partner

Experience

• Representation of Dominion Energy in the pending $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, Incorporated, and Questar Gas Company along with Wexpro Company – through three separate definitive agreements to Enbridge.
• Representation of Dominion Energy, Inc. in the $8 billion sale, including the assumption of $5.3 billion of existing indebtedness, of the majority of its gas transmission and storage segment assets – including 25% of Cove Point LNG, an LNG export, import and storage facility in Maryland – to an affiliate of Berkshire Hathaway Inc.
• Representation of NiSource Inc. in the $2.16 billion sale of 19.9% minority equity interest in NIPSCO to an affiliate of Blackstone Infrastructure Partners.
• Representation of Dominion Energy, Inc. in its $13.4 billion merger with SCANA Corporation.
• Representation of Dominion Energy, Inc. in its $1.23 billion divestiture of interests in two merchant electric generation assets, the 1,240 MW combined-cycle gas turbine Fairless Power Station in Pennsylvania and the 468 MW combined-cycle gas turbine Manchester Street Power Station in Rhode Island, to Starwood Energy Group Global.
• Representation of Dominion Energy, Inc. in the $4.4 billion acquisition, plus the assumption of debt for an enterprise value of approximately $6 billion, of Questar Corporation.
• Representation of one of North America’s largest independent full-line manufacturers of electrical distribution equipment in connection with its sale to a private equity buyer for approximately $500 million plus rollover equity.
• Representation of Dominion Energy, Inc. in its $250 million joint venture with Interstate Gas Supply, Inc., an independent retail natural gas and electric supplier, to form Wrangler Retail Gas Holdings.
• Representation of Essentra PLC (LSE: ESNT), a global provider of specialty fiber and plastic products, in its $65 million acquisition of 3C! Packaging Inc., a leading designer and manufacturer of custom folding cartons, printed literature, foil and flexible packaging and labels for the pharmaceuticals and healthcare sectors.
• Representation of client in divestiture of its retail electric business in northeastern United States and ERCOT.
• Representation of owners of a company in connection with the sale of its comprehensive HVAC installation, service, maintenance, repair, and system replacement business to publicly held buyer.
• Representation of southeastern United States-based commercial truck driver staffing business in strategic divestiture.
• Representation of heat transfer, fluid handling and separation technologies manufacturer in various acquisitions including wet surface air cooled heat exchanger technology provider, custom engineered air cooled heat exchanger manufacturer, dehumidification parts and supplies manufacturer, tank cleaning equipment manufacturer and mud mixing and drilling manufacturer.
• Representation of seller in the sale of three gas-fired generation facilities to a private equity group for approximately $685 million.
• Representation of NYSE-traded government contracting business in cash tender offer going private transaction.

Renewable Energy Mergers & Acquisitions

• Representation of Dominion Energy, Inc. its acquisition of Birdseye Renewable Energy, a North Carolina-based renewable energy developer that specializes in greenfield development of utility scale solar and storage facilities.
• Representation of an unregulated utility affiliate in connection with the $300 million expansion of a joint venture partnership with one of the nation’s largest renewable energy development companies to include a 33 percent share of the utility’s solar project portfolio, which includes 24 projects in California, Connecticut, Georgia, Indiana, Tennessee and Utah.
• Representation of a developer in the sale of a 300 MW wind project in Clay and Dickinson County, Iowa to a public utility company.
• Representation of a wind developer in the sale of a 300 MW wind project to a Minnesota-based utility holding company.
• Representation of an unregulated utility affiliate as acquirer of a portfolio of early stage developments, and then as developer through the construction, of four solar projects in Utah.
• Representation of the developer in connection with the sale of a 150 MW wind project in Cameron County, Texas.
• Representation of an unregulated utility affiliate as acquirer of a portfolio of early stage developments, and then as developer through the construction, of two solar projects totaling 81.4 MW in South Carolina.
• Representation of the acquirer in several solar and renewable energy purchase transactions, including the acquisition of:
  • 5 MW utility scale solar generation facility in Connecticut and related construction management agreement;
  • 20 MW utility scale solar generation facility in California and related construction management agreement;
  • 31 MW utility scale solar generation facility and 1 MW carport structure in California and related construction management agreement;
  • 20 MW utility scale solar generation facility in California and related construction management agreement;
  • 18 MW solar generation facility in Kern County, California; and
  • 20 MW solar generation facility in San Bernardino County, California.
• Representation of a utility acquirer in the acquisition of 5 MW utility scale solar generation facility in Connecticut and related construction management agreement.