The Energy and Infrastructure Group

Transcription

1 The Energy and Infrastructure Group 2005 Representative Transactions Mergers and Acquisitions CHART INDUSTRIES, INC. GAS NATURAL SDG, S.A./ENDESA, S.A. Representation of First Reserve Corporation in connection with its approximately $460 million cash acquisition of Chart Industries, Inc. First Reserve is the largest and oldest private equity firm specializing in the energy industry with $4.7 billion under management across four active funds. Chart is a leading global supplier to the LNG, natural gas processing and other industries of standard and custom engineered products and systems serving a wide variety of low temperature and cryogenic applications. Chart has domestic operations located in seven states and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom. Representation of Gas Natural SDG, S.A., a Spanish corporation, in connection with its unsolicited exchange offer to acquire 100% of the share capital of Endesa, S.A., a Spanish corporation. Based on the terms of the offer, the transaction has an implied total value of approximately $28.3 billion. Gas Natural SDG operates a group of companies primarily engaged in the supply, transport and distribution of natural gas and is the largest natural gas distributor in Spain while Endesa is the largest electric utility in Spain and is also engaged in the distribution of natural gas. The combined company will be the third largest utility in the world and the largest gas and electricity company in Spain and Latin America.

2 Mergers and Acquisitions SALE OF TEXAS GENCO LLC TO NRG ENERGY, INC. ACQUISITION OF SITHE GLOBAL Representation of Texas Genco LLC in connection with the sale of all of its outstanding equity interests to NRG Energy, Inc. for approximately $5.825 billion, including $4.025 billion in cash and $1.8 billion in common stock and preferred stock. Together with Texas Genco's approximately $2.5 billion in net debt, the transaction had a total value of approximately $8.325 billion. Texas Genco LLC was principally owned in equal parts by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group, and was formed to acquire Texas Genco Holdings, Inc. and its assets from CenterPoint Energy in a multiple-step transaction that closed in December 2004 and April Representation of Blackstone Capital Partners, who, on October 5, 2005, along with management, led by CEO Bruce Wrobel, purchased an 80% ownership interest in Sithe Global Power LLC from Reservoir Capital Group, which retained a 20% ownership stake. Sithe has a portfolio of power plant projects in various stages of development. Blackstone, together with Reservoir, invested over $500 million of equity as these projects were financed and achieved commercial operation. Page 2

3 Capital Markets ALPHA NATURAL RESOURCES IPO Representation of Alpha Natural Resources, Inc. in its $644 million initial public offering of common stock The Energy Group acted as special SEC counsel to the company. Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. served as joint book-running managers for the offering, with UBS Investment Bank acting as joint-lead manager and Bear, Stearns & Co. Inc., Lehman Brothers, ABN AMRO Rothschild LLC and Natexis Bleichroeder Inc. acting as co-managers. Based in Abingdon, Virginia, Alpha Natural Resources is a leading Central Appalachian coal producer. The company produces, processes and sells steam and metallurgical coal from operations located throughout Virginia, West Virginia, Kentucky, Pennsylvania and Colorado. CHINA SHENHUA ENERGY CORPORATION LIMITED IPO ENERGIAS DO BRASIL INITIAL EQUITY OFFERING Representation of China International Capital Corporation Limited, Deutsche Bank AG, Hong Kong Branch and Merrill Lynch International in the initial public offering by China Shenhua Energy Corporation Limited and its parent corporation of $3.3 billion of ordinary shares listed on the Hong Kong Stock Exchange. Shenhua, China's largest coal producer, is an integrated coal-based energy company, encompassing coal production, power generation, rail transport and port facilities. At closing, the IPO was the largest in the world for 2005 Representation of UBS, Banco Itaú and Banco Pactual as underwriters in the initial equity offering of common shares by Energias do Brasil S.A. The transaction raised the U.S. dollar equivalent of approximately $180 million in proceeds for the company. In connection with the offering, the company also capitalized over $300 million in debt held by its controlling shareholder, Energias de Portugal S.A. The offering was conducted as a public offering in Brazil and a Rule 144A/Reg S offering outside of Brazil. Energias do Brasil is one of the principal electricity distributors in the Brazilian states of São Paulo, Espírito Santo and Mato Grosso do Sul. The company also has significant generation assets and a growing energy trading business. Its controlling shareholder Energias de Portugal is the principal electricity company of Portugal. Page 3

4 Capital Markets GLOW ENERGY IPO INDEPENDENT TRANSMISSION (ITC HOLDINGS) IPO NORTHERN STATES POWER FIRST MORTGAGE BONDS PIKE ELECTRIC CORPORATION IPO Representation of JPMorgan as global coordinator and lead initial purchaser in connection with the initial public offering of ordinary shares of Glow Energy Public Company Limited, one of the largest private electricity generators and providers of industrial utilities in Thailand. The offering of 440,000,000 ordinary shares raised approximately $275 million for Glow Energy and its shareholder Suez-Tractebel Energy Holdings Cooperatieve U.A., a subsidiary of Suez, an international industrial and services group based in Europe. Representation of ITC Holdings Corp. in its approximately $331 million initial public offering of shares of common stock sold by the company and the selling stockholder. ITC Holdings had previously acquired International Transmission Company, which owns the electric transmission system formerly held by The Detroit Edison Company. The Energy Group provided advice and assistance to ITC Holdings in connection with obtaining necessary approvals from the Federal Energy Regulatory Commission for this innovative transaction. Representation of Barclays Capital and JPMorgan as underwriters in connection with the approximately $250 million offering of 5.25% First Mortgage Bonds, Series due July 15, 2035 by Northern States Power Company. Northern States Power, a wholly-owned subsidiary of Xcel Energy Inc., is an operating utility engaged in the generation, purchase, transmission, distribution and sale of electricity in Minnesota, North Dakota and South Dakota. Northern States Power provides retail electric utility service to approximately 1.4 million customers and gas utility service to approximately 454,000 customers. Representation of Citigroup and JPMorgan as lead underwriters in the $189 million initial public offering of Pike Electric Corporation, one of the largest third-party providers of outsourced maintenance and other infrastructure services to electric distribution and transmission companies. Page 4

5 Capital Markets TRACTABEL ENERGIA INITIAL EQUITY OFFERING. Representation of Tractabel Energia, S.A., a subsidiary of Suez Energy South America, in connection with its approximately $390 million initial equity offering of common shares. The offering was conducted as a public offering in Brazil and a Rule 144A/Reg S offering outside of Brazil. Tractabel Energia is Brazil s largest private-sector electricity generation company. Banking, Acquisition, Project and Structured Finance ABENGOA ETHANOL PROJECT FINANCING BRONCO HAZELTON COAL Representation of Credit Suisse, Cayman Islands Branch, as sole lead arranger and sole bookrunner, in connection with the $169 million construction and project financing of Nordic Biofuels of Ravenna L.L.C.'s ethanol production and grain processing facility being constructed near Ravenna, Nebraska. Upon completion, the facility had a nameplate capacity of 88 million gallons-per-year and be capable of producing fuelgrade ethanol and distiller s grains. Nordic Biofuels of Ravenna is a wholly-owned subsidiary of Abengoa Bioenergy Corporation, a U.S. subsidiary of the Spanish industrial, construction and bioenergy conglomerate Abengoa S.A. Credit Suisse led a syndicate of lenders and other financial institutions which provided $90 million of term loans through the term loan B market to Nordic Biofuels of Ravenna to provide a portion of the funds necessary to fund the development, construction, operation and use of the facility. The transaction closed in October Innovative Coal Mine Financings. Representation of Standard Bank Plc as the lender agent and arranger in a $35 million structured acquisition financing of the Hazelton coal mine located in Gibson County, Indiana. The acquirer of the mine is a subsidiary of Bronco Energy Fund, Inc., an energy-focused investment company based in Tucson, Arizona. The financing included senior and subordinated loan facilities and was secured by liens on all of the stock and assets of the mine companies. Page 5

6 Banking, Acquisition, Project and Structured Finance CENTERPOINT ENERGY FINANCINGS ENERGY EAST CORPORATION FINANCING GENERATION FINANCINGS Representation of JPMorgan and Citigroup as global coordinators and joint lead arrangers and bookrunners in connection with a $1 billion revolving credit facility for CenterPoint Energy, Inc. The Energy Group also represented JPMorgan and Citigroup as global coordinators in connection with a $200 million revolving credit facility and a $1.3 billion back-stop facility for CenterPoint Energy Houston Electric, Inc., a regulated subsidiary of CenterPoint Energy. CenterPoint Energy is the third largest combined electric and natural gas delivery company in the United States. Representation of Citigroup Global Markets Inc. and Banc of America Securities LLC as joint arrangers and joint bookrunning managers in connection with a $300 million revolving credit facility for Energy East Corporation, a Northeast regional utility holding company. The Energy Group also represented Wachovia Capital Markets, LLC and J.P. Morgan Securities Inc. as joint lead arrangers and joint bookrunners in connection with a $425 million revolving credit facility with adjustable sublimits for Energy East s six utility subsidiaries, New York State Electric & Gas Corporation, Rochester Gas and Electric Corporation, Central Maine Power Company, The Southern Connecticut Gas Company, Connecticut Natural Gas Corporation and The Berkshire Gas Company. Representation of Ohio Valley Electric Corporation (OVEC) in connection with several financing transactions. OVEC, together with its wholly owned subsidiary, Indiana-Kentucky Electric Corporation, owns and operates two coal-fired electric generating plants in Ohio and Indiana the entire output of which is supplied under a power purchase agreement to its owners and their affiliates. Those plants have a total generating capacity of over 2,300 megawatts and are connected by a 776 circuit-mile network of high-voltage transmission lines. The transactions included a private placement offering by OVEC of $445 million 5.80% Senior Notes due February 15, 2026 and a $200 million corporate revolving credit facility. Page 6

7 Banking, Acquisition, Project and Structured Finance TEXAS GENCO LLC LETTER OF CREDIT FACILITY THERMAL NORTH AMERICA ACQUISITION FINANCING TRINITY COAL Representation of Texas Genco LLC, as borrower, in connection with $150 million of synthetic letter of credit facilities provided to Texas Genco LLC by a syndicate of financial institutions led by Goldman Sachs Credit Partners L.P. The facility was entered into to support Texas Genco's gas and power hedging program and closed in June Representation of Lehman Brothers, as sole lead arranger and sole bookrunner, in connection with $312 million of credit facilities provided to Thermal North America, Inc. Thermal is principally owned by an investment fund company of Sowood Capital Management LP. The credit facilities were entered into in connection with Thermal's acquisition of Suez- Tractebel's North American portfolio of district heating and cooling systems. The credit facilities consisted of a $247 million term loan facility, a $30 million synthetic letter-ofcredit facility and a $35 million revolving credit facility and closed in October Innovative Coal Mine Financings Representation of Calyon New York Branch as the lender agent and arranger for an $80 million secured revolving credit and term loan facility supporting the operations of five coal mines located in Kentucky and West Virginia. The coal mines are owned and operated by affiliates of Trinity Coal Company, which had earlier acquired the mines. Trinity Coal Company is owned in part by investment fund companies of Sowood Capital Management LP. The transaction required structuring around "net profit interests" in the coal mines that are held by those investment fund companies. Page 7

8 Bankruptcies, Restructurings and Workouts CALPINE CORPORATION DIP FINANCING MIRANT CORPORATION EXIT FINANCING Representation of Deutsche Bank and Credit Suisse as joint lead arrangers and joint agents for a $2 billion debtor in possession financing facility for energy merchant, Calpine Corporation. Calpine (and approximately 260 of its 400+ subsidiaries) filed for Chapter 11 Bankruptcy in the United States Bankruptcy Court for the Southern District of New York on December 20, Calpine s filing listed approximately $26.5 billion in assets and more than $22.5 billion in debt, making it the eighth largest bankruptcy in US history. Calpine operates over 90 power stations across the United States including the largest geothermal power complex in the United States. The $2 billion DIP facility is one of the largest ever DIP financings. The facility was negotiated and documented in just over a week and is secured by liens on the assets of Calpine and all its debtor subsidiaries. Representation of JPMorgan, Deutsche Bank Securities and Goldman, Sachs & Co. in connection with the financing of the plan of reorganization of Mirant Corporation, a major U.S. independent power producer that had been subject to Chapter 11 bankruptcy protection since July The $2.35 billion exit financing by Mirant North America, LLC included an offering of $850 million of 7.375% senior notes due 2013 and $1.5 billion of senior secured credit facilities. The bond financing closed into escrow on December 23, The escrow was released and the bank financing closed on January 3, 2006, when Mirant successfully emerged from Chapter 11. Page 8

9 Litigation/Arbitration DABHOL LITIGATION/ARBITRATION In July 2005, affiliates of General Electric Company (GE) and Bechtel Group, Inc. (Bechtel), represented by litigators in the Energy Group, concluded comprehensive settlements with the Government of India of their claims relating to the Dabhol Power Project. The Dabhol Project was the largest foreign investment in India to date, and GE and Bechtel each owned 10% of the Project. The Government of India and its political subdivisions, through a series of coordinated actions, expropriated the Dabhol Power Project. The settlements resolve GE and Bechtel s Dabhol claims in pending arbitrations under bilateral investment treaties, as well as numerous litigations pending in India that had been brought against GE and Bechtel entities in efforts to enjoin arbitrations or otherwise thwart GE s and Bechtel s claims. The July 2005 settlements, concluded just before the start of a three-week arbitration hearing in London, represent the successful culmination of Simpson Thacher s four-year representation of GE and Bechtel in connection with their efforts to recover their investments in the Dabhol Project. In 2003, Simpson Thacher succeeded in recovering nearly $60 million in political risk insurance on behalf of GE and Bechtel from the Overseas Private Investment Corporation. In 2005, Simpson Thacher secured an award of almost $125 million on behalf of Bechtel in an International Chamber of Commerce arbitration against the Indian State of Maharashtra and its affiliates for breaches of the Dabhol Power Company Shareholders Agreement. In addition, Simpson Thacher initiated international arbitrations on behalf of GE and Bechtel against the central Government of India under the India- Mauritius and the India-Netherlands Bilateral Investment Treaties for expropriation of their investments in the Dabhol Project. In all, Simpson Thacher recovered approximately $425 million for GE and Bechtel. January 2006 Page 9