Negotiated Sale of Manufacturing Company to Unsolicited Buyer
Our client, a manufacturer of precision shafts and other components, was approached by an unsolicited buyer. The buyer made a purchase offer that enabled our client to sell its business years earlier than originally planned. We helped the manufacturer negotiate a price and structured the deal in a tax efficient manner.
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
Negotiation of Global Settlement in Environmental Matter
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
Federal Criminal Indictment
FIFRA Enforcement Defense
Pre-Bid Due Diligence
• 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;
• 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.