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.
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.
Asset purchase of idled metallurgical coal mine
Lead Counsel in Leasing Transaction for Marcellus Shale Rights
Purchase of Working Interest in Marcellus Shale Wells
Acquisition of Two Metallurgical Coal Companies in West Virginia
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.
Mine Safety and Health
I am experienced in handling such matters both as in-house counsel for a large publicly traded company as well as in a private practice setting before the Federal Mine Safety and Health Review Commission for coal and limestone operations regulated by the Mine Safety and Health Administration.
Corporate Reorganization and Membership Unit Sale
I have represented various county boards of education in employee grievance matters, and have provided preventative advice concerning the hiring, discipline and discharge of employees.
I acted as counsel for the Defendant boards of education in the following West Virginia Supreme Court of Appeals decisions:
Taylor-Hurley v. Board of Education of the County of Mingo, 551 S.E.2d 702 (W.Va. 2001). Case involving seniority of central office employees with multi-classifications.
Hall v. Board of Education of the County of Mingo, 541 S.E.2d 624 (W.Va. 2000). Case involving seniority of service personnel with administrative errors in employment record.
Conner v. Board of Education of the County of Barbour, 489 S.E.2d 787 (W.Va. 1997). Case involving the discharge of a bus driver for jeopardizing safety of students.
Long-Term Extension to Coal Supply and Transportation (Rail and Barge Pieces) Agreement for Large East Coast Utility
This was a changing market conditions driven commercial agreement addressing the purchasing utility's desire to control costs and the selling entity's desire to obtain a solid commitment for base load tons for substantial mining operations. The value of the amended package of coal supply and transportation agreements was in excess of $75 million.
I served as the client's primary counsel in the negotiation and preparation of definitive agreements to accomplish the client's goal of achieving the extension of the term of an agreement otherwise set to expire on terms and conditions favorable to the client, including pricing and quantity provisions.
Marcellus Shale Leasing Transaction
Sale of mixed use/residential condo/retail development
Sales Agreements, Agency, Brokering and Security Agreements for Substantial Coal Brokering Firm
Sales and Purchases of Coal Mining Company Assets
Start-Up of Underground Mine at Greenfield Site
Substantial Amendment and Restatement of Long-Term Coal Supply and Transportation Agreement
This was a unique commercial transaction driven by coal producer's financing sources (substantial domestic and foreign banks) requiring a performance guaranty for the production and shipment of in excess of 500,000 tons of coal per year to certain southeastern cogeneration facility customers. The value of the contract at issue was in excess of $50 million.
I served as the client's primary counsel in the negotiation and preparation of definitive agreements which occurred over several months to accomplish the client's goals of providing its lenders with an acceptable guaranty unique in structure to retain shipping rights under a long-term supply arrangement as well as achieving the client's goal with respect to the consideration for the arrangement with the coal supply subsidiary of a large southern utility company.