Commercial Transactions & Land Development

Experience

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.

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.

Represented Coal Company in Acquisition of Mines

Dinsmore, led by Tom Rubenstein and Jason Sims, represented Coronado in a $420 million transaction that included 14 other attorneys from various practice groups within the firm. In the transaction, Coronado acquired the Buchanan Mine Complex in Southwest Virginia along with the idled Amonate Complex and additional undeveloped metallurgical coal reserves in Southwest Virginia and Pennsylvania from CONSOL Energy, Inc.

Dinsmore acted as lead counsel in the transaction and was responsible for nearly all legal issues concerning the transaction, including advising the client on environmental, tax, labor and employment, employee benefits and real estate issues.

This particular coal transaction involved complex issues because CONSOL Energy retained rights to the natural gas on these properties, which required Dinsmore to assist Coronado in the negotiation of cooperation agreements related to the properties and advising Coronado on the proper structure for the transaction based on the continuing relationship that will exist between Coronado and CONSOL Energy after the consummation of the transaction.

Coronado significantly increased its capacity with this acquisition and now has an enhanced position in the markets it serves with a greater ability to serve its customers and increase its overall sales.

Lead Counsel in Leasing Transaction for Marcellus Shale Rights

We served as lead counsel for agent of landowners group comprising approximately 35,000 acres that included negotiating and drafting options to lease, and ultimately leases, then negotiating and representing the landowners group at closing for the paid-up lease of Marcellus Shale rights at $4,000 per acre, resulting in an approximately $140 million transaction.

Purchase of Working Interest in Marcellus Shale Wells

We served as local West Virginia counsel for a Houston firm representing a client that purchased a working interest in 18 Marcellus Shale wells already drilled, along with a working interest in 12 additional wells yet to be drilled. We assisted with a subset of the transaction closing documents, including the memorandums of lease that document and provide notice of our client’s ownership interests. This was a multi-million dollar transaction.

Acquisition of Two Metallurgical Coal Companies in West Virginia

Client: Coal Company

In an environment of increased scrutiny and regulations, coal companies and mine operators must be able to strategically grow and evolve in order to succeed. Seeking to expand their role in the metallurgical coal market, the coal company turned to Dinsmore to guide them through the acquisition of the two metallurgical coal companies with coal mine complexes in southern West Virginia. We served as deal counsel for the transaction, handling everything from due diligence to negotiating the purchase agreement to coordinating, negotiating complex employment liability issues, and shepherding the closing of the sale. The transaction will enable our client to enter the metallurgical coal market and expand their business offerings moving forward.