The Energy and Infrastructure Group

Transcription

1 The Energy and Infrastructure Group 2006 Representative Transactions Mergers and Acquisitions CONOCOPHILLIPS $35.6 BILLION ACQUISITION OF BURLINGTON RESOURCES INC. ENEL/ACCIONA BID FOR ENDESA FIRST RESERVE AND GENPOWER JOINT VENTURE FIRST RESERVE ACQUISITION OF INDUSTRIAL POWER GENERATING CORP. INTEREST Representation of Goldman, Sachs & Co., financial advisor to ConocoPhillips in connection with its acquisition of Burlington Resources Inc., a major independent producer of natural gas, in a cash-and-stock deal worth $35.6 billion. ConocoPhillips is an integrated petroleum company with interests around the world. Burlington Resources ranks among the world's largest independent oil and gas companies, and holds one of the industry's leading positions in North American natural gas reserves and production. Representation of ENEL S.p.A., Italy s largest power company, in connection with its unsolicited joint bid with Acciona, S.A., a Spanish infrastructure and construction company, for 100% of the share capital of Endesa, S.A., Spain s largest power company. The transaction was valued at 43.4 Billion ($57.9 billion) Representation of First Reserve Corporation in connection with the formation of GenPower Holdings, a joint venture between First Reserve Corporation and the Massachusettsbased developer GenPower which will focus on the development of biomass, coal and natural gas-fired power generation, including the development of the $2 billion 695 megawatt Longview coal-fired power plant in West Virginia. The Longview project achieved its financial closing in February 2007, with the Firm representing the sponsor (GenPower Holdings) in that transaction. Representation of First Reserve in connection with its acquisition in March 2006 of a 90% interest in Industrial Power Generating Corp., a company that designs, builds and operates distributed power generation facilities, including oil and gasfired peaking facilities, industrial cogeneration facilities and landfill gas-fired renewable energy facilities.

2 Mergers and Acquisitions FIRST RESERVE ACQUISITION OF BLUE SOURCE FIRST RESERVE AND AMCI STRATEGIC INVESTMENT FIRST RESERVE AND AMCI JOINT VENTURE FIRST RESERVE ACQUISITION OF BRAND ENERGY FREEPORT-MCMORAN COPPER AND GOLD INC. GECC ACQUISITION OF EAST COAST POWER Representation of First Reserve Corporation in connection with its acquisition in September 2006 of a 50% interest in Blue Source, the leading US aggregator of greenhouse gas (GHG) emission reduction offsets, and its commitment to fund up to $500 million in future investments in GHG capture, transportation and use through Blue Source. Representation of First Reserve Corporation and AMCI in connection with their respective acquisitions of $100 million and $25 million of shares of China Coal Energy Company Limited, a Peoples Republic of China state-owned enterprise, in its initial public offering on the Hong Kong Stock Exchange. Representation of AMCI Capital, a joint venture between First Reserve Corporation and AMCI, focusing on international mining opportunities. (South Africa) Representation of First Reserve Corporation in connection with its $1.5 billion acquisition of Brand Energy and Infrastructure Services, Inc. Representation of J.P. Morgan Securities Inc. and Merrill Lynch & Co. as financial advisors to Freeport-McMoRan Copper and Gold Inc. in connection with its acquisition of Phelps Dodge Corporation, in a cash-and-stock deal valued at $25.9 billion. Freeport-McMoRan Copper and Gold Inc. is one of the world s largest producers of copper and gold. Phelps Dodge Corporation is the world s second-largest copper producer. Representation of General Electric Capital Corporation in connection with the over $1 billion acquisition of East Coast Power LLC, the owner of the general partner interests in the more than 900 MW Linden power plant in New Jersey, from a subsidiary of The Goldman Sachs Group, Inc. Page 2

3 Mergers and Acquisitions ITC HOLDINGS ACQUISITION OF METC. KKR ACQUISITION OF TXU CORPORATION KEYSPAN SALE TO NATIONAL GRID PLC. SPIN-OFF OF PATRIOT COAL PPL CORPORATION DIVESTITURE Representation of ITC Holdings Corp. in connection with its acquisition of Michigan Electric Transmission Company. The transaction was valued at approximately $866 million and was financed through senior notes and common shares offerings in which our firm also represented ITC Holdings. ITC Transmission, a subsidiary of ITC Holdings, owns, manages and maintains the high-voltage, electric transmission system in southeastern Michigan. METC owns and manages the highvoltage electric transmission system in the western portion of Michigan's Lower Peninsula. Upon completion of the acquisition, ITC Holdings' subsidiaries own and operate the largest independent transmission system in the United States. Representation of Kohlberg Kravis Roberts & Co. and Texas Pacific Group in connection with the acquisition of TXU Corp., a Dallas-based energy company, in a transaction valued at $45 billion. Representation of KeySpan Corporation in connection with its sale to National Grid plc, creating the third-largest energy delivery utility in the United States at the time of the transaction. Under the terms of the definitive merger agreement, National Grid acquired all of the outstanding shares of KeySpan for $42.00 per share or $7.3 billion in cash, with assumed debt of approximately $4.5 billion for an enterprise value of $11.8 billion. Representation of Peabody Energy Corporation in connection with the spin-off of its wholly-owned subsidiary, Patriot Coal Corporation. The spin-off was accomplished through a special dividend of all outstanding shares of Patriot to Peabody shareholders. Representation of PPL Corporation (PPL) in connection with the divestiture of its Latin American regulated electric delivery businesses in Bolivia, Chile and El Salvador, for a total consideration of $851 million. The final sale was completed November 2007 with the sale of PPL's interest in its Chilean electricity delivery business to Compañía General de Electricidad S.A. (CGE) for $660 million. Page 3

4 Mergers and Acquisitions SALE OF PPL CORP. SUBSIDIARY TO ASHMORE ENERGY RIATA ENERGY ACQUISITION OF NEG OIL AND GAS LLC SEMPRA ENERGY AND RBS JOINT VENTURE SUNTECH POWER HOLDING ACQUISITION OF MSK Representation of PPL Corp. in connection with the $160 million sale of its El Salvador electricity delivery business to Ashmore Energy International. Representation of Riata Energy, Inc. (d/b/a SandRidge Energy, Inc.) (SandRidge) in connection with its $1.5 billion acquisition of NEG Oil & Gas LLC from American Real Estate Partners L.P. (AREP). AREP is an affiliate of Carl C. Icahn. The transaction represents the acquisition of substantially all of AREP s oil and gas operations. In the acquisition, SandRidge issued approximately 12.8 million shares of its common stock to AREP, paid $1.025 billion cash and assumed approximately $250 million of debt of NEG Oil & Gas, net of cash. SandRidge is an oil and natural gas company with its principal focus on exploration and production. SandRidge also owns and operates drilling rigs, provides oil field related services, and owns oil and gas properties in Texas, Colorado, the Gulf of Mexico, Oklahoma and Arkansas. Representation of The Royal Bank of Scotland PLC in connection with the formation of a global commodities trading joint venture with Sempra Energy The joint venture, called RBS Sempra Commodities LLP, combined the commodities trading operations held by various subsidiaries of Sempra Energy in a transaction valued at approximately $2.6 billion. Representation of Suntech Power Holdings Co., Ltd., a leading NYSE-listed PV cell manufacturer based in China, in connection with its acquisition of MSK Corporation, one of Japan's largest PV manufacturers. The acquisition took place in two-steps with a total consideration of up to US$300 million. This transaction also involved an acquisition financing component. This transaction was the first cross border acquisition by Suntech Power and one of the largest cross border acquisitions by a non-state owned Chinese company to date. Page 4

5 Mergers and Acquisitions SALE OF TEXAS GENCO LLC TO NRG ENERGY, INC. 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. Capital Markets BERRY PETROLEUM BISON WIND ENERGY FUTURE HOLDINGS CORP. Representation of JPMorgan, Citigroup, Wells Fargo Securities and Goldman, Sachs & Co., as underwriters in connection with an offering of $200 million 8.25% Senior Subordinated Notes due Berry Petroleum is an independent energy company engaged in the production, development, acquisition, exploitation of and exploration for crude oil and natural gas, with reserves located in California and the Rocky Mountain and Mid-Continent region. Representation of BNP Paribas as placement agent and the various noteholders in the $186 million sale by Bison Wind, LLC of 6.665% Notes due January 10, 2031 and the $20 million sale by Bison Wind Portfolio, LLC of 7.51% Notes due July 20, 2021 for the financing of the Wilton Wind Energy Center, a wind project with an aggregate generating capacity of approximately 49.5 MW located in Burleigh County, North Dakota, and the Weatherford Wind Energy Center, a wind project with an aggregate generating capacity of approximately 147 MW located in Custer and Washita Counties, Oklahoma. Representation of Energy Future Holdings Corp., as issuer, in connection with is offering of $2.0 billion senior notes due 2017 and $2.5 billion %/12/000% senior toggle notes due Page 5

6 Capital Markets EXCO RESOURCES, INC. Representation of the underwriters in connection with the $650 million offering of 50,000,000 shares of common stock by EXCO Resources. FOREST OIL CORPORATION INTERNATIONAL TRANSMISSION ITC HOLDINGS CORP. ITC HOLDINGS CORP. Representation of the initial purchasers, including JPMorgan, Banc of America Securities in connection with Forest Oil s offering of $750 million 7.25% Senior Notes due Representation of International Transmission Company in connection with the issuance of $100 million in 6.125% First Mortgage Bonds, Series C, due March 31, ITC Transmission owns, manages and maintains the high-voltage, electric transmission system in southeastern Michigan. Representation of ITC Holdings Corp. in the issuance by it of 6,690,000 shares of its common stock and International Transmission Holdings Limited Partnership in the sale of 2,867,000 shares of ITC Holdings common stock.. ITC Holdings used the proceeds from its issuance to pay a portion of the purchase price for its acquisition of all the indirect beneficial ownership interests in Michigan Electric Transmission Company, LLC. Representation of ITC Holdings Corp. in connection with its issuance of $255 million in 5.875% Senior Notes due 2016 and $255 million in 6.375% Senior Notes due ITC Holdings used the proceeds from this issuance to fund a portion of the purchase price for its acquisition of all the indirect beneficial ownership interests in Michigan Electric Transmission Company, LLC, and also to repay indebtedness and for general corporate purposes. Page 6

7 Capital Markets KBR, INC. KEYSPAN ENERGY MCMORAN EXPLORATION CO. NORTHERN STATES POWER Representation of the underwriters, led by Credit Suisse, Goldman, Sachs & Co., UBS Investment Bank in connection with the $473.2 million initial public offering of KBR, Inc. KBR, a subsidiary of Halliburton, is a leading global engineering, construction and services company supporting the energy, petrochemicals, government services and civil infrastructure sectors. Since designing and constructing the world s first offshore oil and gas production platform in 1947, KBR has built some of the world s largest oil and gas production projects and expanded its upstream capabilities to include onshore production, gas processing, flowlines and pipelines, and offshore fixed platforms and semi-submersible floating production units. Representation of Keyspan Energy Delivery New York and Keyspan Energy Deliver Long Island in connection with their respective issuances of $400 million of 5.60% Senior Unsecured Notes due 2016 and $100 million of 5.60% Senior Unsecured Notes due These securities were issued to institutional accredited investors in a private placement. Proceeds from the offerings were used to refinance existing debt and/or for general corporate purposes. KEDNY and KEDLI, subsidiaries of Keyspan Corporation, engage in the distribution of natural gas in New York State. Representation of the underwriters, led by J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in connection with three registered offerings by McMoran Exploration that raised approximately $750 million in November The company engages in the exploration, development and production of oil and natural gas offshore in the Gulf of Mexico and onshore in the Gulf Coast area. Representation of BNY Capital Markets, Credit Suisse and UBS Investment Bank, as underwriters, in connection with an offering of $400 million of 6.25% First Mortgage Bonds, Series due June 2036 by Northern States Power Company. Northern States Power, a wholly-owned subsidiary of Xcel Energy Inc., is an electric and gas utility with operations in Minnesota, North Dakota and South Dakota. Page 7

8 Capital Markets OHIO VALLEY ELECTRIC CORPORATION OPTI CANADA INC. OPTI CANADA INC. Representation of Ohio Valley Electric Corporation in connection with its issuance, by private placement, of $445 million 5.80% Senior Notes due February 15, 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. Representation of OPTI Canada Inc. in connection with its offering of $1 billion aggregate principal amount of 8.25% senior secured notes due 2014 and its entry into US$450 million and CDN$500 million of secured credit facilities. OPTI, an Alberta-based oil sands development company, expects to yield approximately 57,700 barrels per day of premium sweet crude oil by extracting bitumen from oil sands reservoirs without removing the sand itself (an in-situ process). Representation of OPTI Canada Inc. in connection with its $450 million Term Loan B financing. OPTI is an Alberta-based oil sands development company which expects to produce approximately 57,700 barrels per day of premium sweet crude oil by extracting bitumen from oil sands reservoirs without removing the sand itself (an in-situ process). The bank syndicate was led by RBC Capital Markets and included The Toronto-Dominion Bank, The Royal Bank of Scotland, plc, The Bank of Nova Scotia and BNP Paribas (Canada). Page 8

9 Capital Markets PEABODY ENERGY CORPORATION PEABODY ENERGY CORPORATION PNM RESOURCES, INC. SOUTHERN STAR CENTRAL GAS PIPELINE Representation of Peabody Energy Corporation (Peabody) in connection with a registered offering of $732.5 million aggregate principal amount of 4.75% convertible junior subordinated debentures due The debentures are convertible, subject to certain conditions, into cash or shares of perpetual preferred stock and, under certain circumstances, common stock of Peabody. The transaction represented the inaugural offering of a new hybrid financing product that combines characteristics of junior convertible debt securities and high equity-content securities. Representation of Peabody Energy Corporation in connection with a registered offering of $650 million aggregate principal amount of 7.375% senior notes due 2016 and $250 million aggregate principal amount of 7.875% senior notes due While Moody s and S&P rated the notes below investment grade, Peabody was able to issue the notes with primarily investment grade covenants. The notes are guaranteed on a senior unsecured basis by all of Peabody s domestic subsidiaries, subject to certain exceptions. Representation of Lehman Brothers and Morgan Stanley, as underwriters, in connection with the $177 million offering of 5,750,000 Common Shares of PNM Resources, Inc. Proceeds from the offering were used to repay a portion of a bridge loan facility entered into in April 2006 to finance the acquisition of the Twin Oaks business that included a 305-megawatt coalfired power plant facility. PNM Resources, Inc. is a holding company that, through its subsidiaries, engages in the generation, transmission, distribution and sale of electricity and natural gas in the Western and Southwestern United States. Representation of Lehman Brothers and Credit Suisse, as initial purchasers, in connection with the offering of $230 million 6.0% Senior Notes due 2016 by Southern Star Central Gas Pipeline. Page 9

10 Capital Markets XCEL ENERGY YINGLI GREEN ENERGY Representation of Goldman, Sachs & Co., Lehman Brothers and Morgan Stanley, as underwriters, in connection with an offering of $300 million of 6.50% Senior Notes, Series due June 2036 by Xcel Energy Inc. Xcel Energy is a holding company for a number of electric and gas utilities in the Midwest and Southwest United States, including Northern States Power Co., Public Service Company of Colorado and Southwestern Public Service Co. Representation of Yingli Green Energy Holding Company Limited, a leading vertically integrated photovoltaic product manufacturer based in China, in connection with its $319 million initial public offering of American Depositary Shares and Series A and Series B preferred stock financing transactions involving private equity investors (including Temasek, JPMorgan and Benchmark Capital), raising an aggregate amount of US$135 million. Page 10

11 Banking, Acquisition and Project Finance CAP ROCK HOLDINGS CAP ROCK ENERGY CONNACHER OIL EMPRESA ELECTRIC GUACOLDA, S.A. FALCON RESOURCES LLC Representation of Royal Bank of Canada Limited and Union Bank of California, as joint lead arrangers, in connection with a $105 million term loan and revolving credit facility to Cap Rock Energy Corporation, a Texas retail distribution company. Cap Rock is an electric utility servicing 28 counties in Texas. Representation of Union Bank of California, as lead arranger, in connection with a $20 million term loan to Cap Rock Holdings Corporation, secured by Cap Rock Holdings, ownership interest in Cap Rock Energy Corporation. Representation of Connacher Oil and Gas Limited in connection with its $195 million financing, the proceeds of which will be used primarily to finance the construction of Connacher's Steam Assisted Gravity Drainage oil sands project in Northern Alberta. BNP Paribas acted as sole arranger, bookrunner and syndication agent in connection with the financing. Representation of Empresa Electric Guacolda, S.A., a Chilean independent power company, in connection with a $400 million project financing arranged by Calyon, the proceeds of which refinanced Guacolda's existing debt and will finance in part the construction of a 152 MW expansion at Guacolda's generation facility in Huasco, Chile. The firm also advised the company in a US$260 Million financing of a 152 MW expansion of its existing 456 MW coal-fired steam turbine generating station in north-central Chile that provides electricity to the leading electric distribution company in Chile and to several mining companies. Representation of Calyon New York Branch as lender for a $115 million secured term loan facility to finance the acquisition by Falcon Resources LLC of a coal mine located in West Virginia. Falcon Resources LLC is owned in part by investment fund companies of Sowood Capital Management LP. Page 11

12 Banking, Acquisition and Project Finance LONE STAR WIND MEG ENERGY MEG ENERGY CORP. OIL SAND LEASES ACQUISITION FINANCING Representation of Bayerische Landesbank as arranger, administrative agent and senior collateral agent and the various lenders in the $720 million wind project financing by Lone Star Wind, LLC, a subsidiary of NextEra Energy Resources, LLC (f/k/a FPL Energy, LLC) for the financing of the Horse Hollow II Facility, a wind project with an aggregate generating capacity of approximately MW located in Taylor and Nolan Counties, Texas and the Red Canyon Facility, a wind project with an aggregate generating capacity of approximately 84 MW located in Borden, Garza and Scurry counties, Texas. Representation of Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint bookrunners, in connection with $750 million of credit facilities provided to MEG Energy Corp in respect of its Christina Lake Oil Sands project. MEG owns a 100% working interest in oil sand leases of 52 contiguous sections, or 32,900 acres in the Christina Lake region of Alberta. The credit facilities backed the financing of the development of such oil sands leases and the construction of phases I and II of MEG's steam assisted gravity drainage facility over such oil sands leases and the construction of a dedicated oil pipeline from Christina Lake to Edmonton, Alberta. Representation of Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint bookrunners, in connection with a $400 million, 7-year interim loan credit facility provided to MEG Energy Corp. Calgary, Canada-based MEG is a privately owned oil developer, of which Warburg Pincus and China National Offshore Oil Co. are the largest of its financial backers. The credit facility financed the acquisition of certain oil sand leases and related assets located in the Athabasca region of northern Alberta, Canada from Koch Exploration of Canada Corporation. The transaction closed in September Page 12

13 Banking, Acquisition and Project Finance MIRANT ASIA-PACIFIC LIMITED PEABODY ENERGY CORPORATION SITHE GLOBAL POWER PROJECTS Representation of Credit Suisse First Boston, as lead arranger and facility agent, in connection with a $700 million term loan facility provided to Mirant Asia-Pacific Limited and its subsidiaries. Mirant Asia-Pacific Limited is a subsidiary of Mirant Corporation. The term loan facility was provided primarily to refinance the project debt at Mirant's two major power plants in the Philippines. Representation of Peabody Energy Corporation in amending and restating its senior secured credit facility to provide $2.75 billion senior unsecured credit facilities consisting of a $1.8 billion revolving credit facility and a $950 million term loan facility, which includes a $510 million delayed draw subfacility. Representation of Blackstone Capital Partners on an ongoing basis as the 80% owner of Sithe Global Power LLC, which focuses on the development and acquisition of power generation facilities, including the 880 megawatt natural-gas fired Goreway project. The Goreway project achieved financial closing in January 2006 and will sell power to the Ontario Power Authority. Page 13

14 Bankruptcies, Restructurings and Workouts CALPINE DIP FINANCING MIRANT CORPORATION EXIT FINANCING Representation of Deutsche Bank and Credit Suisse First Boston in connection with a $2 billion "debtor -in possession" financing for Calpine Corporation, a major U.S. independent power producer that in late December 2005 filed voluntary petitions for relief for it and many of its subsidiaries under Chapter 11 of the Bankruptcy Code. 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. January 2007 Page 14