Heather Welch Arbogast Partner

Experience

Energy Transactions and Project Development

• Representation of Rhythm, a Texas-based renewable energy provider, in the acquisition of 40,000 residential customers and 10,000 small and medium sized commercial customers in Texas from Entrust Energy Inc. and Power of Texas Holdings, Inc., two retail energy providers.
• Representation of Constellation, a leading competitive retail supplier of power, natural gas and energy products and subsidiary of Exelon Corp. (Nasdaq: EXC), in its acquisition of the electric retail and natural gas assets of Agera Energy, a competitive retail energy marketing business.
• Representation of ENGIE Resources, a subsidiary of ENGIE North America and part of the international energy group ENGIE, in its acquisition of Plymouth Rock Energy, a leading retail energy provider of natural gas and electricity, from MVC Private Equity Fund.
• Representation of a British multinational energy and services company in a tax equity transaction consisting of an $18.1 million tax equity investment in and $45 million construction financing of a portfolio of 31 rooftop solar installations planned for discount big-box stores across the United States.
• Representation of Direct Energy, one of North America’s largest retail providers of electricity, natural gas and home and energy-related services, in its $27 million acquisition of the commercial and industrial retail electricity business of Source Power & Gas, a wholly-owned indirect U.S. indirect subsidiary of Australian power company ERM Power Limited (ASX: EPW).
• Representation of Centrica plc (LSE: CNA), an international energy and services company, and its subsidiary Direct Energy, in the acquisition of Vista Solar, a leading solar engineering, procurement and construction company.
• Representation of Centrica plc, an international energy and services company and its subsidiary Io-Taho, in the acquisition of the assets of Rokitt Inc., a New Jersey-based technology company that provides data discovery software solutions, and its proprietary Rokitt Astra Technology.
• Representation of Direct Energy, one of North America’s largest retail providers of electricity, natural gas and home and energy-related services, in its acquisition of NJR Retail Services Company, a natural gas supplier and former business unit of New Jersey Resources.
• Representation of a publicly traded global fuel logistics company in its $26 million acquisition of a provider of electricity supply solutions.
• Representation of sponsor in connection with the acquisition, tax equity financing and debt financing of, and hedging arrangements for, a $345 million 230 MW wind farm located in Wilbarger County, Texas.
• Representation of an energy infrastructure and power development and investment company in the sale of a portfolio company which provides retail electricity-related services to customers in Delaware, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, Texas and Washington, D.C. to the retail subsidiary of a large energy company.
• Representation of a North American retailer of energy and energy services and its parent company in their $60 million acquisition of an Israel-based energy management firm.
• Representation of a North American retailer of energy and energy services in the disposition of non-core energy related businesses located in the U.S. and Canada which resulted in nearly $50 million in cost savings to the client.
• Representation of a U.S.-based subsidiary of a Japanese utility in the development, construction and operation of a behind the meter central utilities plant that will provide steam and utility services to a host facility located in the Southeastern U.S. with an aggregate value in excess of $340 million.
• Representation of one of the largest producers and transporters of energy in the U.S. in its acquisition of the 80MW solar farm from a clean energy company.
• Representation of a direct marketing firm for deregulated energy and telecom companies in its acquisition of one of America’s fastest growing retail suppliers of electricity and natural gas.
• Representation of a Fortune 500 power company in its acquisition of a 400 MW electric wind project in Missouri.
• Representation of lender as local Virginia counsel in connection with $596 million financing of gas-fired power plant in Loudoun County, Virginia.

Retail Supply Regulation and Related Transactions

• Regular counsel and advice to competitive electric and gas suppliers on retail supply regulations throughout the eastern part of the U.S. and Texas, including drafting and negotiating power purchase agreements for both retail and wholesale supply.
• Significant experience in connection with the acquisition and disposition of customer books to and from retail energy suppliers.
• Regularly advise and structure ancillary service offerings for retail energy companies to market and sell to both residential, commercial and industrial customers.
• Regulatory compliance and monitoring, including assistance with licensing, consumer protection, unfair and deceptive trade practices compliance, billing and contracting requirements, customer disclosure issues, anti-slamming and anti-cramming procedures.

Other Mergers & Acquisitions Experience

• Representation of Sprint, a communications services company, in its acquisition of 1,435 retail stores from RadioShack, a deal that more than doubled Sprint’s company-owned retail footprint.
• Representation of Compass Group USA, a leading food and support services company, in its sale of Company Kitchen, a self-service technology company, to 365 Retail Markets, the global leader of self-service technology and services for the contract foodservice industry.
• Representation of Aviation Facilities Company, Inc. and AFCO AvPorts Management LLC, both industry leaders in the development and management of airports and airport infrastructure, in its sale to West Street Infrastructure Partners III, a family of infrastructure investment funds managed by Goldman Sachs’ Merchant Banking Division.
• Representation of Universal Technologies, Inc., an international wholesale manufacturer and distributor of chemical HVAC leak sealant products, in the sale of its assets to The RectorSeal Corporation, a portfolio company of publicly-traded CSW Industrials, Inc.
• Representation of Clyde Blowers Capital, a Glasgow, Scotland-based private equity fund, in its $245 million sale of Cone Drive, a leader in precision drive products, to The Timken Company (NYSE: TKR), a global manufacturer of bearings and power transmission components.
• Representation of a venture capital firm in a private equity investment in a contract meter certifier and provider in Texas and New Mexico.
• Representation of Intralytix, Inc., a leader in bacteriophage technology, in connection with a $17.5 million equity investment by Lesaffre, a France-based manufacturer and marketer of innovative solutions for biotechnology.
• Representation of a Connecticut real estate fund in a $52,000,000 financing with a securitization take out secured by a large portfolio of single family rental houses (in excess of 500) in five different states.
• Representation of an issuer in equity financings aggregating several billion in the past five years.
• Representation of a UK-based entity in the acquisition of a U.S.-based data management solution with offices in India and Ukraine.