Timothy D. Hoffman

Experience

Represented Our Client During the Acquisition of a Manufacturer

We represented our client, an industrial product and infrastructure services company, during its acquisition of Freeman Enclosure Systems, LLC, a manufacturer of custom generator enclosures used by data centers and large commercial and industrial facilities. Under the deal, Freeman kept its name but began operating as a subsidiary of IES Infrastructure Solutions. The acquisition also included Freeman’s 143,000-square foot manufacturing facility.

Negotiation of Global Settlement in Environmental Law Matter

We represented a coal company under federal investigation by the United States Department of Justice and the EPA for felony violations of the Clean Water Act. After completion of an internal investigation and meetings with and presentations to United States Department of Justice and EPA officials, we negotiated a favorable global resolution of all criminal, civil and administrative issues that included a plea agreement to misdemeanors, a compliance agreement with the United States and no debarment of the company.

Negotiation of Global Settlement in Environmental Matter

We successfully defended a corporate environmental compliance officer in an investigation which resulted in a negotiated plea agreement, probation and favorable resolution of all civil and administrative issues.

Acquisition of surface mine, deep mine, coal reserves, coal leases and mining permits

We served as deal counsel for a coal producing company in its acquisition of a deep mine and substantial coal reserves, together with a surface mine, coal and surface leases, and mining permits, for a total value of approximately $25 million. The transaction included a unique financing structure involving the acquisition of certain reserves and a leasing arrangement with third party landholding companies, as well as important labor considerations resulting from certain obligations of the Seller to the UMWA. We helped negotiate and drafted all of the documents necessary to facilitate the deal, and handled all aspects of the due diligence review including labor issues. We counseled the client through the successful closing and execution of the purchase, which will allow the client to expand its mining operations in the Appalachian coal fields.

Acquisition of Coal Mining Operation Assets

We served as transaction counsel to Coronado Coal II LLC in an approximately $174 million transaction involving the acquisition of the coal mining operation assets of Cliffs Logan County Coal, LLC from Cliffs Natural Resources, Inc. The assets involved in the transaction were active underground and surface mines with metallurgical and thermal reserves, preparation and loading facilities and related infrastructure. We advised the client at each step of the transaction, including the initial offer and proposed letter of intent, due diligence, negotiating the purchase agreement, transition services agreement, permit operating agreement and certain third party agreements and efficiently executing the closing of the sale. The transaction, was the firm's fourth coal asset acquisition for this client and the entities associated with it since 2012.

Environmental Crime Defense

Successful defense of client resulting in a plea agreement and compliance agreement with the USA that resulted in no debarment of contractor regarding federal work it was doing.

Federal Criminal Indictment

Consulted with and provided legal advice to a Fortune Global 50 company regarding alleged white collar criminal issues involving the Global 50 company's United States subsidiary.

FIFRA Enforcement Defense

Enforcement defense in connection with labeling of pesticide products not in compliance with FIFRA. Successful reduction of proposed fine and return to compliance.

Pre-Bid Due Diligence

Represented a bidder in connection with the pre-bid due diligence related to a major energy utility acquisition involving Kentucky, Tennessee, and Indiana legal issues. The ultimate value of the deal for the successful bidder was reported to be approximately $9.5 billion. The work involved all aspects of public utility regulation and environmental law, as well as strategizing likely communications with major political stakeholders throughout all levels of state and local government. Notable areas of representation in this matter included issues involving: 

    • Regulatory approvals for change in ownership or control of utilities; 
    • Regulatory approvals for financing applications; 
    • Regulatory approvals for obtaining certificate of public convenience and necessity; 
    • Renewable energy contract review; 
    • PSC and OSHA complaints; 
    • Utility supply and vendor contracts; 
    • Utility tariffs; 
    • Litigation; 
    • Regulatory review of rate-affecting issues; 
    • Fuel Adjustment Clauses; 
    • Pollution Control Bond change in control; 
    • Cost recovery of capital expenditures for pollution control equipment and renewable energy projects; 
    • Environmental surcharges; 
    • Projecting future impact of greenhouse gas regulations; 
    • Title V air permits; 
    • Environmental contamination and compliance issues associated with ongoing operations; 
    • Disposal of coal combustion by-products; 
    • General environmental regulatory compliance; 
    • State and local taxation; 
    • Real estate and operating leases; 
    • Franchises, rights-of-way, permitting, planning and zoning, and eminent domain; 
    • Retail operations review; 
    • Wholesale electric supply agreements; 
    • Gas pipeline regulatory issues; and 
    • Legislative, policy, and strategic planning advice.

Re-Purchase of Property / PCB Contamination

Negotiated the re-purchase of a commercial property where the seller failed to clean up PCB contamination pursuant to the original purchase contract assigned to our client in the late 1990's.

Wastewater Enforcement Defense

Defense of municipality in connection with waste water permit violations from its POTW. Successfully negotiated reduction in civil penalty and consent agreement for return to compliance.