Experience Matters

We are a group of lawyers dedicated to infrastructure investment with decades of combined experience across asset classes, geographies, and transaction structures that makes us the go-to law firm for infrastructure investment transactions.

Whether you are an infrastructure fund, a pension or sovereign wealth fund or a direct investor, we understand your needs. We take the time to understand your investment strategy and provide teams experienced in the specific types of transactions you are pursuing.

Our team brings infrastructure investors the added value of our experience representing not only equity investors, but governmental entities, lenders, underwriters, and contractors on major infrastructure transactions across the globe. We draw on this experience to provide our clients with actionable and practical advice from the perspectives of all parties involved in the development, financing, and operation of infrastructure projects.

Our Clients

Our clients are many of today’s major investors in infrastructure assets, including dedicated infrastructure funds, pension funds, sovereign wealth funds, and other institutions. The majority of these clients share the common mission of investing in infrastructure assets that produce stable and predictable returns through economic cycles.

Why They Choose Us

Focus on Infrastructure. Mayer Brown knows infrastructure and understands the nuances of each asset class. We are unique among market-leading infrastructure practices for the depth of our experience as counsel across all types of assets and transaction structures. We have advised on the most complex and innovative infrastructure transactions undertaken in the world. This diversity enables us to appreciate all perspectives of infrastructure transactions and assist our clients in executing successful transactions.

Knowledge of Infrastructure Asset Classes. Given our deep understanding of and experience in the core infrastructure asset classes, we understand the specific issues and the related legal developments that help us craft the best solutions for our clients wherever their investments take them.

Representative Asset Classes include:

• Renewable Energy
• Power & Utilities
• Telecommunications
• Transportation
• Social Infrastructure

Market Command. We have a depth of experience as sponsors’ counsel, lenders’ counsel, and government party counsel on infrastructure transactions, enabling us to understand and appreciate all perspectives of infrastructure transactions. We provide our clients with the highest level of market credibility and a proven track record of driving major projects forward to successful closings.

A Focus on Investments. Our core Infrastructure Investment team includes highly experienced lawyers from our Corporate & Securities, Banking & Finance and Government practices who can address and deliver practical solutions on key legal issues surrounding all types of investments and investment structures in the infrastructure sector. Our experience spans the globe, with active engagements on five continents, and a diversity of clients that provides us with a thorough understanding of the business objectives, issues and concerns of all parties related to an infrastructure investment.

We also have extensive experience advising market participants in a wide variety of co-investment platforms, joint ventures and strategic alliances, advising on the structuring, formation and operation of these structures. We have particular strength in advising on the complex issues that commonly relate to these types of structures, including tax planning and innovative governance and exit arrangements.

International Reach. We have a dedicated team of lawyers focused on advising the world’s leading investors on infrastructure transactions around the globe. With experience in established arenas and emerging markets and hubs in the world’s largest financial centers anchoring an extensive international network of offices, Mayer Brown knows the laws and the political, cultural and commercial influences impacting transactional matters worldwide. We offer teams composed of the best lawyers from a wide range of professional and cultural backgrounds who are well-equipped to respond to each client’s unique needs.

Client Service. With our deep commercial instinct, we never forget that our clients primarily have business problems, not legal problems. We present creative, actionable ideas that can be executed efficiently. Our approach is interactive, advisory and ultimately focused on decreasing the transactional risks for all parties and increasing the certainty of a successful closing.

SOLAR

• Allianz Global Investors/8point3 Energy Partners. Represented Allianz Global Investors in a $760 million debt financing transaction, in the form of a bond, to finance a portion of a portfolio of solar projects held by 8point3 Energy Partners, a San Jose-based yieldco, which was acquired by Capital Dynamics.
  
• Asia Clean Capital. Represented Asia Clean Capital in its joint venture with EDF Energies Nouvelles, a global market leader in renewable energy, to build and operate a portfolio of distributed rooftop solar projects in China.
• Caterpillar.  Represented Caterpillar Inc. in a strategic alliance agreement with NASDAQ-listed First Solar to provide integrated diesel generator and solar microgrids in areas lacking reliable grid electricity.
• John Hancock Life Insurance. Represented John Hancock Life Insurance Company (U.S.A.) in the $400 million acquisition of a 49% interest in ExGen Renewables Partners, LLC, which owns a portfolio of wind and solar generating facilities, from an affiliate of Exelon Corporation.

WIND

• Arroyo Energy. Represented Arroyo Energy Investors on the purchase of The Pattern Energy Group LP and Pattern Energy Group Inc. of their renewable energy project portfolio in Chile, including an 81 MW interest in the El Arrayan wind farm and all of the equity interest in the AC Conejo solar project. 
• Caisse de dépôt et placement du Québec (CDPQ). Represented CDPQ in its increased investment in Invenergy Renewables, North America’s largest privately held renewable energy company.  
• First Wind Portfolio Sale. Represented First Wind in connection with the sale of its equity interests in the 150 MW Route 66 wind project located in Texas and the 105 MW Palouse wind project located in Washington.
• Iberdrola Generación. Represented Iberdrola Generación in German Merger Control advice regarding the acquisition of 50% of Tarragona Power S.L.
• SunEdison. Represented SunEdison in the sale of 333 MW of wind power assets to Terra Nova Renewable Partners for $209 million. Terra Nova is a strategic partnership formed between SunEdison and institutional investors advised by J.P. Morgan Asset Management's Global Real Assets.

DISTRICT ENERGY SYSTEMS

• Enwave. Represented Enwave in its acquisition of a portfolio of district energy systems and operation and maintenance contracts in Los Angeles, Portland and Las Vegas.*
• Client Name Confidential. Represented a finalist in its bid to manage Ohio State University’s energy systems; the successful bid in the process was valued at $1.165 billion.*
• Client Name Confidential. Represented a finalist in its submission of a bid to the competitive procurement undertaken by the University of Iowa for a 50-year concession of its on-campus utility system. The utility system consisted of various electricity generation, electricity transmission, water distribution and chilled water facilities.

CONVENTIONAL GENERATION

• Arroyo Energy Partners. Represented Arroyo Energy Partners in the acquisition of Broad River Energy Center, an 870 MW dual-fuel, simple-cycle generation facility in Gaffney, SC from Energy Capital Partners.*
• Axia Power Holdings. Represented Axia Power Holdings in the sale of its 28% holding in Eastern Power and Electric Co. Ltd., a Thai independent power producer operating the 350 MW Bang Bo gas-fired power plant, to Japan-based Shizuoka Gas Company Ltd.
• Duke Energy Corporation. Represented Duke Energy Corporation in the $2.8 billion sale of its Midwest merchant generation business to a subsidiary of Dynegy Inc., which includes ownership interests in 11 power plants with a total capacity of approximately 6,100 MW, as well as Duke’s competitive retail electric and gas business. Awarded “2015 Strategic Deal of the Year” by Platts Global Energy Awards.*
• Rockland Capital/AES Peaker Assets. Represented Rockland Capital, LLC in the acquisition of a portfolio of six natural gas and oil-fired peaking generating plants in Ohio and Indiana with a combined generation capacity of 973 MW (summer rating) from AES Ohio Generation, LLC, a wholly owned subsidiary of DPL, Inc.  
• Rockland Capital/NRG Energy. Represented Rockland Capital, LLC in the acquisition of a 352 MW gas-fueled electrical generation plant known as Shelby County located in Illinois from an affiliate of NRG Energy, Inc.*
• Rockland Capital/Cogentrix Energy. Represented Rockland Capital, LLC in the sale of a portfolio of three peaking generation plants located in Illinois with a combined gas-fired generation capacity of approximately 1,100 MW to The Carlyle Group and its affiliated independent power producer and power generation asset manager, Cogentrix Energy Power Management, LLC.*
• Rockland Capital/Valley Road Holdings. Represented Rockland Capital, LLC in its acquisition of two natural gas-fired facilities totaling 503 MW from Valley Road Holdings, a subsidiary of LS Power Development, LLC.*
• Starwood Energy. Represented Starwood Energy on the portfolio acquisition of the equity ownership of three gas-fired power projects from Lakeside Energy: the 108 MW Beaver Falls cogeneration combined-cycle power project in New York, the 158 MW Hazleton peaking natural gas-fired project in Pennsylvania, and the 103 MW Syracuse combined cycle power project in New York.
• Talen Energy Corporation. Represented Talen Energy Corporation in the $1.175 billion acquisition of MACH Gen, LLC, the holding company of three natural gas-fired power plants located in New York, Massachusetts and Arizona with a total capacity of over 2,500 MW.*
• TransCanada Corporation. Represented TransCanada Corporation on the sale of its Coolidge Generating Station, a 575-megawatt natural gas-fired power facility, for $465 million to the Salt River Project Agricultural Improvement and Power District.

MIDSTREAM

• Caisse de dépôt et placement du Québec (CDPQ). Represented CDPQ, GDF International and Engie Brasil Energia S.A. and in the acquisition of a 90% shareholding stake in Transportadora Associada de Gás S.A. (“TAG”) from Petróleo Brasileiro S.A. (“Petrobras”) valued at USD $8.6 billion. The acquisition of TAG – the largest natural gas transportation company in Brazil with approximately 4,500 km of gas pipeline infrastructure located along the coast of the Northeast and Southeast regions in addition to a pipeline in the North – was Engie’s debut in the natural gas segment in Brazil and CDPQ's first infrastructure investment in Brazil. Recognized by Latin Finance as “Cross-Border Deal of the Year” for 2019. Named by Institutional Investor as 2019 Deal of the Year, Global.
• Caisse de dépôt et placement du Québec (CDPQ). Represented CDPQ in the acquisition, jointly though a joint venture with GE Energy Financial Services, of Southern Star Central, a 5,800 mile U.S. natural gas pipeline system, from Morgan Stanley Infrastructure.*
• Global Infrastructure Partners, LLC. Represented GIP in a strategic joint venture with Hess Corporation through the acquisition of a 50% interest in Hess Infrastructure Partners, owner of Hess' midstream crude oil and natural gas infrastructure assets in the Bakken Shale for purchase price of $2.675 billion.*
• Kinder Morgan. Represented Kinder Morgan in a 50/50 joint venture with Southern Company in connection with the ownership, operation and development of the Southern Natural Gas pipeline system having a total enterprise value of approximately $4.15 billion.*
• Noble Midstream Partners. Represented Noble Midstream Partners LP on its definitive agreement to acquire substantially all of Noble Energy’s remaining midstream assets for $1.6 billion in aggregate consideration, which will consist of both cash and common units representing limited partner interests in Noble Midstream. The transaction will also eliminate Noble Midstream’s incentive distribution rights.
• SK Innovation. Represented SK Innovation in the sale of its 11.19% stake in Peru-based natural gas transporter, Transportadora de Gas del Perú S.A. for $251 million. Enagas, a Spain-based utility company, purchased a 3.94% interest, and the remaining 7.25% interest was purchased by Habanera, a Canada-based subsidiary of Peru’s Corporación Financiera de Inversiones S.A.
• TransCanada Corporation. Represented TransCanada Corporation in its $13 billion acquisition of Columbia Pipeline Group, Inc., a Houston, Texas-based company that operates an approximate 15,000-mile (24,000-km) network of interstate natural gas pipelines extending from New York to the Gulf of Mexico, with a significant presence in the Appalachia production basin.
• TSSP.  Represented TSSP, a credit-related affiliate of TPG, in its investment in Trinity Midstream, the owner of a pipeline network in the Permian Basin comprising 185 miles in West Texas and New Mexico.*

TELECOMMUNICATIONS

• Brookfield Asset Management. Represented an affiliate of Brookfield Asset Management in a strategic investment with Landmark Infrastructure Partners LP to form a joint venture to invest in core telecommunication, renewable power and other infrastructure assets.*
• Digicel Group. Represented Digicel Group in the sale of 215 telecom towers situated in the French Caribbean and Guyana to Phoenix Tower International (PTI). Digicel will continue to use the telecom towers pursuant to a lease back arrangement with PTI.
• Emasan. Represented Emasan, the majority seller, in its €1.9 billion sale of Interoute Communications Holdings SA, the owner and operator of one of Europe's largest independent fiber networks, to GTT Communications Inc. The sellers included our client Emasan, 70% shareholder in Interoute, and Turbo Holdings, 30% shareholder jointly controlled by two private equity investors, Aleph Capital and Crestview.
• NTELOS Holdings. Represented NTELOS Holdings in its $640 million acquisition by Shenandoah Telecommunications Co., a provider of broadband services, digital TV, high-speed internet and phone services to customers in Virginia, West Virginia and Maryland.

TRANSPORTATION

• 3i Group. Represented 3i Group in its purchase of Regional Rail, LLC, a leading owner and operator of short-line freight railroads and rail-related businesses.
• 3i Group. Represented 3i-backed Regional Rail LLC in the acquisition of Pinsly Railroad Company’s Florida operations, with 208 miles of track across three short-line railroads.
• Canadian Imperial Bank of Commerce. Represented the Canadian Imperial Bank of Commerce, as financial advisor to Westchester County, New York on the proposed 40-year concession lease of the Westchester County Airport to Empire State Airport Holdings LLC, an affiliate of Oaktree Capital Management, L.P.
• Carlyle Infrastructure Fund, L.P. Represented Carlyle Infrastructure Fund, L.P. in connection with its sale of North America Central School Bus Intermediate Holding Company, LLC, the immediate parent of the operating company that provides school bus services to school districts throughout Illinois. We previously represented Carlyle in its initial acquisition of this business.
• Chicago Downtown Public Parking System.  Represented a bidder in its unsuccessful bid to acquire the equity interest of the concessionaire of the Chicago Downtown Public Parking System. We represented the City of Chicago in connection with the initial concession and lease of the parking garage system in 2006.
• City of St. Louis, Missouri. Currently advising the City of St. Louis, Missouri on the contemplated long-term concession of St. Louis Lambert International Field, which, if completed, would be the first long-term concession of a large mainland airport in the United States.
• Consortium bidder. Currently advising a consortium bidder for a concession of the parking assets at Phoenix Sky Harbor International Airport, the first long-term concession specifically of airport parking assets in the United States.
• CR Almeida S.A.–Engenharia e Construções, and Primav Construções e Comércio S.A. Advised CR Almeida S.A.–Engenharia e Construções, and its wholly owned subsidiary Primav Construções e Comércio S.A., in a bidding process to share the control of EcoRodovias Infraestrutura e Logística S.A., one of the largest infrastructure players in Brazil, with a focus on toll road assets, and Concessionária do Monotrilho da Linha 18 – Bronze S.A., concessionaire of Line 18 of the Monorail in the São Paulo metropolitan region.
• Grupo Odinsa. Represented Grupo Odinsa in the acquisition of a 50% equity interest in the concessionaire of the Mariscal Sucre International Airport in Quito, Ecuador.
• Indiana Toll Road. Represented a bidder in connection with an attempt to acquire the equity of the private concessionaire of the Indiana Toll Road. The concessionaire entity was in a bankruptcy proceeding during the pendency of the auction process.
• InfraRed Infrastructure Fund III. Represented InfraRed Infrastructure Fund III in the acquisition of an 85% interest in a toll road concession in Aruba known as the Watty Vos Boulevard project.
• Michoacan Toll Road. Represented Cointer Concesiones México S.A. de C.V. (a subsidiary of Spanish Cointer) and Sociedad Michoacana de Constructores, S.A.P.I. de C.V. on the $250 million sale of their joint participation in the capital stock of the Michoacan Toll Road to PINFRA.
• Northwest Parkway, LLC. Represented a bidder in its unsuccessful bid to acquire 100% of the equity of Northwest Parkway, LLC. Since 2007, Northwest Parkway, LLC has held the concession for the Northwest Parkway toll road located outside of Denver, Colorado.
• NRG Energy/EVgo. Represented NRG Energy, Inc. in connection with the sale of a majority interest in its subsidiary EVgo, a provider of electric vehicle charging stations, to Vision Ridge Partners, LLC.*
• NYK Group. Represented NYK Group in connection with the sale to Macquarie Infrastructure Partners III of a 49% interest in North American container terminal operations and formation of a new joint venture vehicle, NYK Ports, LLC.
• Patriot Rail and Ports. Represented First State Investments, a leading global investor in infrastructure, in its agreement with SteelRiver Infrastructure Partners, an independent investment manager, to acquire 100% of the equity of Patriot Rail and Ports, which operates a portfolio of 12 short-line freight railroads with more than 585 track miles across 14 states in the US.
  Pinfra and Grupo Concesionario de México. Represented Pinfra and Grupo Concesionario de México in the sale of 20% of their joint participation in the capital stock of the Concesionaria Monterrey Nuevo Laredo, S.A. de C.V. to Ainda, Energía & Infraestructura, S.A.P.I. de C.V.
• Public Service Pension Investment Board. Advised the Public Service Pension Investment Board in its purchase of a 40% interest in Aerostar Airport Holdings LLC, which holds a concession in the Luis Muñoz Marín International Airport in Puerto Rico, the first major airport to be privatized in the US. We have advised on all aspects of PSP’s bid, through its affiliate Avi Alliance, to acquire the 40% interest in Aerostar held by Oaktree Capital.
• Queensland Investment Corporation (QIC). Advised QIC in the acquisition of a parking and mobility concession at Northeastern University in Boston, Massachusetts. The transaction is considered the first-of-its-kind in that it involves not only a long-term concession in the University’s parking assets, but the ability to repurpose those assets for other mobility purposes during the term in relation to potential technological disruption risk. Named by Infrastructure Investor as 2019 Deal of the Year, North America.
• RailUSA. We represented RailUSA in the acquisition of Florida Gulf & Atlantic Railroad, a 430-mile rail line, and related real estate from CSX Corporation.
• Ullico Infrastructure Fund. We represented Ullico Infrastructure Fund in connection with the acquisition of 49 percent of the outstanding membership interest of Autopistas Metropolitanas de Puerto Rico, LLC from two infrastructure funds managed by Goldman Sachs for $600 million.