Hannah Thompson Frank Partner

Experience

Representative Strategic Transactions

• Representation of CONSOL Energy Inc. (NYSE: CEIX) in entering into a definitive agreement with Arch Resources, Inc. (NYSE: ARCH) to combine in an all-stock merger of equals to create Core Natural Resources, a premier North American natural resource company focused on global markets. The merger is expected to close in Q1 2025.
• Representation of CONSOL Energy in series of strategic investments by CONSOL Innovations group.
• Representation of Equitrans Midstream (NYSE: ETRN) in EQT Corporation’s (NYSE: EQT) acquisition of ETRN in an all stock deal with an enterprise value of approximately $14 billion including debt.
• Part of strategic team in representation of Dominion Energy (NYSE: D) in its recent business review process that resulted in the execution of numerous strategic transactions:
  • Issuance of first of its kind $1.73 billion of Deferred Fuel Cost bonds by a newly created special purpose entity secured by a financing order authorized under newly adopted Virginia legislation.
  • Sale of non-controlling interest in Cove Point for transaction value of $2.4 billion.
  • Sale to Dominion Energy’s local natural gas distribution business to Enbridge Inc. for enterprise value of $14 billion.
  • Sale of a 50% non-controlling interest in a newly formed subsidiary of Virginia Electric & Power’s Virginia to an affiliate of Stonepeak Partners LLC relating to the development of Virginia Power’s Coastal Virginia Offshore Wind commercial project (CVOW).
• Part of strategic team in representation of NiSource (NYSE: NI) in the issuance of a 19.9% indirect equity interest in the company’s Northern Indiana Public Service Company LLC (“NIPSCO”) subsidiary to an affiliate of Blackstone Infrastructure Partners (“Blackstone Infrastructure”), the dedicated infrastructure group of Blackstone Inc. (NYSE: BX).
• Representation of board and management of Sunlight Financial (NYSE: SUNL) in strategic process that resulted in restructuring and sale of the company.
• Representation of The ExOne Company (NASDAQ: XONE) in its merger with Desktop Metals (NYSE: DM) in which ExOne shareholders received $8.50 in cash and $16.43 in shares of Desktop Metal common stock for each share of ExOne common stock, for a total purchase price of approximately $24.93 per share, representing a transaction value of $561.3 million.
• Part of strategic team in representation of Teledyne Technologies Incorporated (NYSE: TDY) in its acquisition of FLIR Systems, Inc. (NASDAQ: FLIR) for aggregate consideration of approximately $8.2 billion, including net debt. The team assisted Teledyne in securing approximately $4 billion in financing for the transaction with a weighted average borrowing cost of less than two percent through a combination of approximately $1 billion of term loan financing and $3 billion of senior notes issued in a registered offering of five tranches.
• Representation of Andeavor Logistics LP (NYSE: ANDX) in connection with multiple transactions in which Andeavor Corporation (NYSE: ANDV) contributed assets to ANDX in exchange for the issuance of common units for a total value of approximately $3 billion.
• Representation of Equitrans Midstream (NYSE: ETRN) in ETRN’s separation and distribution (spin-off) from EQT Corporation (NYSE: EQT).
• Representation of CONSOL Energy (NYSE: CEIX) and CONSOL Coal Resources LP (NYSE: CCR) in CEIX’s separation and distribution (spin-off) from CNX Resources (NYSE: CNX).
• Representation of The ExOne Company (NASDAQ: XONE) in a series of acquisitions and other investments in assets and technology in the U.S. and Europe.
• Representation of a publicly held energy company in various capital matters relating to sale of multiple coal mines and related assets to privately held competitor.
• Representation of an independent oil & gas exploration and production company in a $100 million equity investment by a private equity fund.
• Representation of a public manufacturing company in multiple acquisitions of U.S., Canadian and European assets and companies.
• Representation of a public European manufacturer and marketing of imaging equipment in its acquisition of a U.S. public company through an equity tender offer for more than $600 million.
• Representation of financial institutions in connection with various acquisitions (stock and asset) and related registration of shares paid as consideration to sellers in transactions.

Representative Capital Markets / Liability Management Transactions

• Representation of Dominion Energy, Inc. (NYSE:D) in connection with the following transactions:
  • $1.0 billion public offering of Junior Subordinated Notes due 2055.
  • $2 billion public offering of two tranches of Junior Subordinated Notes due 2054.
  • $750 million offering of Series C preferred stock.
  • $1 billion public offering of senior green notes.
  • $600 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B Senior Notes.
  • $600 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B senior unsecured notes.
  • $1 billion public offering of senior green notes.
• Representation of Virginia Electric and Power Company, a regulated public utility and subsidiary of Dominion Energy, in connection with $1.2 billion public offering of two tranches of Senior notes due August 2034 and August 2054.
• Representation of Sealed Air Corporation (NYSE: SEE), an automated packaging provider dedicated to solving critical packaging challenges, in connection with the following transactions:
  • $400 million offering of senior, unsecured notes due 2032 under Rule 144A and Regulation S.
  • $425 million offering of senior, unsecured notes under Rule 144A/Regulation S with a concurrent debt tender offer for maturing bonds.
  • $400 million offering of senior, unsecured notes under Rule 144A/Regulation S with a concurrent debt tender offer for maturing bonds.
  • $425 million offering of senior notes under Rule 144A and Regulation S.
• Representation of NiSource Inc. (NYSE: NI), one of the largest fully regulated utility companies in the United States, in connection with the following transactions:
  • $500 million offering of Junior Subordinated Notes due November 2054.
  • $900 million common stock At-the-Market program contemplating both direct and forward sales.
  • $650 million offering of Senior Notes due 2034.
  • $500 million offering of $600 million fixed-to-fixed reset rate Junior Subordinated Notes due 2054.
  • $500 million offering of fixed-to-fixed reset rate junior subordinated notes due 2054.
  • Two-year $900 million at-the-market (ATM) equity issuance program.
• Representation of Markel Corp. (NYSE: MKL), a diverse financial holding company, in its $600 million offering of Senior Notes due May 2054
• Representation of Virginia Power Fuel Securitization, LLC a regulated public utility and subsidiary of Dominion Energy, Inc. (NYSE: D), in connection with a $1.2billion public offering of Secured Deferred Fuel Cost Bonds
• Representation of Virginia Electric and Power Company in connection with $1 billion public offering of Senior Notes due January 2034 and 2054.
• Representation of Mercuria Energy, one of the largest integrated energy and commodity trading companies in the world, in its $75 million institutional private placement of two series of guaranteed senior notes.
• Representation of RGC Resources, Inc. (Nasdaq: RGCO), a provider of energy and related products and services, in connection with the following transactions:
  • $20 million follow-on equity offering of common stock.
  • Issuance and sale of $4 million in common stock to investment funds and accounts
  • Issuance and sale of $21 million in common stock to affiliates of The InterTech Group, Inc., and $2 million in common stock to long-time shareholder.
  • Establishing an at-the-market offering program where it may issue and sell to the public up to $15 million of its common stock.
• Representation of Virginia Electric and Power Company in connection with a $500 million public offering of Series A senior unsecured notes and a $500 million public offering of Series B senior unsecured notes.
• Representation of Virginia Electric and Power Company in connection with a $500 million public offering of Series A senior notes and a $500 million public offering of Series B senior notes.
• Representation of NewMarket Corp. (NYSE: NEU), a holding company that, through its subsidiaries, engages in the petroleum additives businesses, in a $400 million fixed-income offering of senior unsecured notes.
• Representation of Kennametal Inc. (NYSE: KMT), a global industrial technology leader, in connection with a $300 million public offering of senior notes.
• Representation of Virginia Electric and Power Company in connection with a $900 million public offering of Series A senior unsubordinated unsecured notes.
• Representation of Dominion Energy South Carolina, Inc. in connection with $500 million public offering of First Mortgage Bonds due 2053.
• Representation of Dominion Energy South Carolina, Inc. in connection with $400 million public offering of First Mortgage Bonds due 2031.
• Representation of Public Service Company of North Carolina, Incorporated in connection with $150 million private placement of Senior Notes due 2051.
• Representation of Public Service Company of North Carolina, Incorporated in connection with $150 million private placement of Senior Notes due 2033 and 2053.
• Representation of Public Service Company of North Carolina, Incorporated in connection with $300 million private placement of Senior Notes due 2034 and 2054.
• Representation of East Ohio Gas Company in connection with $1.8 billion 144A for life private placement of Senior Notes.
• Representation of East Ohio Gas Company in connection with private placement of $500 million Senior Notes.
• Representation of Dominion Utility Privatization LLC in connection with private placement of $250 million Senior Secured Notes.
• Representation of The ExOne Company, a global leader in additive manufacturing technology, providing industrial 3D printing systems and services, in a $25 million and $50 million at-the-market offerings of common stock.
• Representation of The ExOne Company in a $100 million confidentially marketed public offering of common stock
• Representation of Teledyne Technologies, Inc. (NYSE: TDY), a leading provider of sophisticated electronic components, instruments and communications products, in negotiating and structuring a $4.5 billion bridge loan in connection with its $8 billion acquisition of FLIR Systems Inc.
• Representation of Kennametal Inc., a supplier of tolling and industrial materials, in its $300 million public offering of senior notes and subsequent redemption of $400 million of its senior notes.
• Representation of Dominion Energy South Carolina, Inc., a company that generates, transmits, distributes and sells electricity and a subsidiary of SCANA Corp., in connection with a $400 million fixed-income offering of 2.40% first mortgage bonds.
• Long time representation of PNC Financial (NYSE: PNC) in various holding company registered offerings and bank note private placement offerings of debt securities (senior and unsubordinated) and preferred stock in various offerings from time to time.
• Pennsylvania counsel for numerous issuers in various offerings of securities and related liability management transactions.