Overview

Our Infrastructure M&A practice includes highly experienced lawyers from our Corporate & Securities, Banking & Finance and Government Relations & Public Law practices who can address and deliver practical solutions on key legal issues surrounding mergers, joint ventures and investments in the infrastructure sector. Our experience spans the globe, with active engagements on five continents.

Our clients include strategic investors, developers, investment and sovereign funds, as well as pension fund and insurance company investors, involved in transactions in all major sectors and asset categories, including:

  • power generation and transmission,
  • airports, terminals, rail, toll roads and bridges, and other critical transportation and logistics infrastructure, and
  • utility and non-utility waste treatment, gas delivery and water infrastructure.

Our experience spans the globe, with active engagements on five continents, and a diversity of our clients that provides us with a thorough understanding of the business objectives, issues and concerns of all constituents in an infrastructure M&A transaction.

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.

Experience

  • We represented Caisse de dépôt et placement du Québec (CDPQ) its increased investment in Invenergy Renewables, North America’s largest privately held renewable energy company. With this transaction, CDPQ will have a 52.4% economic ownership in Invenergy (CFIUS approval pending).
  • We 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.
  • We represented PGGM, a Dutch asset manager, in the acquisition from a Macquarie infrastructure fund of 10 percent plus one share of the equity and like percentage of shareholder loans of Puget Holdings LLC, the holding company of the electric and gas utility serving the Seattle and Tacoma, Washington area. In addition, we also advised PGGM on its 20% investment in SUEZ Water Resources Inc., the subsidiary of SUEZ S.A., a French public company, specializing in the water and waste cycle management business in the US with an enterprise value of $4 billion.
  • We represented SCANA Corporation, which owns South Carolina Electric & Gas Company, in its entry into an agreement with Dominion Energy, Inc., one of the largest energy utility companies in the United States, providing for a stock-for-stock merger valued at $14.6 billion including debt.
  • We 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.
  • We represented TransCanada Corporation, the operator of one of the largest natural gas transmission networks, in the sale of its US retail power portfolio to EDF Energy Services, LLC.
  • We 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.
  • We 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.
  • We 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.
  • We 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.
  • We represented PGGM, a Dutch pension fund manager, and members of the John Hancock Life Insurance Company family in their acquisition of a minority interest in DQE Holdings LLC, the parent of Duquesne Light Company, the electric transmission and distribution utility serving the greater Pittsburgh, Pennsylvania area.
  • We 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.
  • We represented Grupo Odinsa S.A. in its $278.8 million acquisition of a 50 percent stake in Corporación Quiport S.A., the holding company of Aeropuerto Mariscal Sucre in Quito, Ecuador, and ADC&HAS Management Ecuador S.A., the operator of the airport.
  • We represented TransCanada 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. In addition, we also advised TransCanada on the sale of its US Northeast power business. This includes the disposition of TransCanada’s interests of Ravenswood Generating Station, Ironwood Power Plant, Ocean State Power plant and Kibby Wind Power generation facilities to Helix Generation, LLC, an affiliate of LS Power Equity Advisors, for $2.2, billion as well as the disposition of TransCanada’s interests in TC Hydro to Great River Hydro, LLC, an affiliate of ArcLight Capital Partners, LLC.
    NYK Group Sale. We 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.*
  • We 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.
  • We 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.
  • We advised Axia Power Holdings B.V., a subsidiary of Japanese conglomerate Marubeni Corporation, on the sale of its 28 percent shareholding in Eastern Power and Electric Company Limited (EPEC), a Thai independent power producer operating the 350 MW Bang Bo gas-fired power plant. The purchaser was Shizuoka Gas Company, Ltd.
  • We represented the management of Marlink in the LBO acquisition of Marlink, a satellite communication provider, along with Apax Partners, from Airbus Group SE.
  • We 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.
  • We 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.
  • We represented SK Innovation in the sale of its 11.19 percent 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 percent interest, and the remaining 7.25 percent interest was purchased by Habanera, a Canada-based subsidiary of Peru’s Corporación Financiera de Inversiones S.A.
  • We represented China Power International in its joint venture agreement with Pakistan-based The Hub Power Company (Hubco) to develop an imported coal-fired power plant along with an ancillary coal jetty at Hubco's existing site at Hub, Balochistan.

 

*Completed by Mayer Brown partner while at another firm.