Peter J. Hanlon is a corporate partner in the New York office of Gibson, Dunn & Crutcher. He is Co-Chair of Gibson Dunn’s Energy and Infrastructure Practice Group. He is also a member of Gibson Dunn’s Mergers and Acquisitions and Capital Markets Practice Groups.
Mr. Hanlon’s practice focuses upon transactions in the energy industry, particularly the power sector (including generation, transmission and distribution) and the gas pipeline and storage sectors. It emphasizes mergers and acquisitions, project investments and financings, public and private securities offerings, joint ventures, investments, restructurings, going-private transactions, private equity transactions, securities regulation, corporate governance, and general corporate law. He has more than 25 years of experience in the energy industry. He also has substantial similar corporate experience in the manufacturing, transportation, water, packaging, financial services, real estate, healthcare and retail industries.
He has worked with clients in a large number of energy-related businesses, including electric and gas utilities, independent power companies, gas pipeline and storage companies, solar, wind and geothermal power project sponsors and developers, electricity transmission providers, yieldcos, foreign investors, private equity investors, investment funds, management teams and investment advisors. His clients in other industries have included public and private business owners, strategic investors, private equity investors, funds, foreign investors, founders and family members, management, joint venture partners, investment banks and financial institutions.
Mr. Hanlon is ranked nationally as a leading Energy transactions lawyer by Chambers USA: America’s Leading Lawyers for Business and by Chambers Global: The World’s Leading Lawyers for Business. The Legal 500 recognizes Mr. Hanlon as a “Leading Lawyer” in Energy Transactions: Conventional Power. Chambers notes Mr. Hanlon is “a very experienced and talented attorney who clients hold in great confidence” who “provides exceptional value,” and is “an expert in his field, incredibly responsive and a good communicator.” He is also recognized as a top energy and environmental lawyer in Euromoney’s Expert Guides’ Energy and Environment Guide.
Mr. Hanlon received his Juris Doctor from the University of California, Los Angeles School of Law. Mr. Hanlon received his Bachelor of Arts degree from Stanford University.
- Represented Berkshire Hathaway Energy in connection with its proposed $18 billion acquisition of 100% of the equity in Energy Future Holdings, and the related acquisition of 100% of the equity in Oncor Electric Delivery Company (merger agreement terminated in 2017).
- Represented Berkshire Hathaway Energy in connection with its $10.5 billion acquisition of NV Energy (NYSE), a Nevada-based utilities holding company, on December 28, 2013.
- Represented Solar Star Funding in connection with its $1.0 billion senior secured bond offering in 2013. This transaction was named “2013 Bond Deal of the Year” by Project Finance Magazine, who also called it “the largest single renewable energy project finance bond offering executed in history.”
- Represented BHE Renewables and its subsidiaries in connection with more than a dozen acquisitions of wind and solar power projects in the past six years, including the $2.5 billion 579 MW Solar Star power projects in California, the $2.4 billion 550 MW Topaz Solar power projects in California, the $1.8 billion 290 MW Agua Caliente solar power project in California, the 400 MW Grand Prairie wind project located in Nebraska, the 210 MW Walnut Ridge wind project located in Illinois, a large portfolio of Community Solar renewables projects located in Minnesota, the 300 MW Texas Jumbo Road wind project and others.
- Represented BHE Renewables and its subsidiaries in connection with almost a dozen tax equity investments in utility scale renewable power projects in the past three years (typically representing a majority of the total investment in the relevant project).
- Represented Evercore Partners in connection with its role as advisor to the Special Committees of the YieldCos established by Pattern Energy Group and NextEra, respectively, in connection with the acquisition by such YieldCos of more than a dozen utility scale renewable power projects in the past four years.
- Represented First Reserve in connection with its majority equity investment in a joint venture formed in 2015 for the purpose of acquiring development stage renewable power projects and selling them upon completion of construction.
- Represented Berkshire Hathaway Energy in connection with its Rule 144A offering of $2.2 billion of its senior notes in 2018.
- Represented MidAmerican Energy in connection with the registered public offering of $700 million of its secured first mortgage bonds in 2018.
- Represented Northern Natural Gas Company in connection with its sale of $450 million of its senior notes in 2018.
- Represented MidAmerican Energy Holdings, as sponsor, and Topaz Solar Farms, as issuer, in the $1.2 billion financing by Topaz Solar Farms (owner of a 550 MW solar power project in construction at time of offering). According to Project Finance, this was the largest renewables bond financing ever, and was named the 2012 North American Solar Deal of the Year.
- Represented natural gas pipeline companies in connection with debt offerings totaling more than $2.0 billion, including an $835 million “North American Deal of the Year” financing.
- Represented multiple renewable power project companies in connection with debt offerings not listed above totaling more than $3.0 billion, including Rule 144A offerings, private placements, bank loans and other types of securities offerings.
- Represented Berkshire Hathaway Energy Company and its regulated utility subsidiaries and other subsidiaries in debt and equity offerings not listed above totaling more than $15 billion.
- Represented MidAmerican Energy Holdings in connection with (1) its $4.7 billion agreement to acquire Constellation Energy Group, which was terminated pursuant to mutual agreement, and the related successful investment of $1.0 billion in preferred stock of CEG, (2) it $9.4 billion acquisition of PacifiCorp (NYSE) from Scottish Power plc, (3) its $4.0 billion acquisition of MidAmerican Energy Company (NYSE), (4) its $1.4 billion acquisition of Northern Natural Gas Company from Dynegy, Inc., (5) its $1.0 billion acquisition of Kern River Gas Transmission Company from The Williams Companies, Inc., (6) its successful $1.2 billion tender offer for UK-based, Northern Electric plc, and (7) its successful $1.0 billion tender offer for Magma Power Company.*
- Represented an investor group led by Berkshire Hathaway Inc., David L. Sokol, Walter Scott, Jr. and Gregory E. Abel in connection with the $9.0 billion MidAmerican Energy Holdings Company going-private transaction.*
- Represented insurance companies and other institutional investors in connection with a wide variety of debt and equity investments in the energy industry, including (1) a $900 million secured loan to Williams Production RMT Company, (2) a $1.3 billion secured loan to CenterPoint Energy Houston Electric, LLC and (3) a $275 million investment in Convertible Redeemable Preferred Stock of The Williams Companies, Inc.*
- Represented strategic partners in connection with the formation of several large joint ventures in the power transmission and conventional power generation spaces.
- Represented Electra Private Equity (LSE) and its affiliates, including Electra International (Brazil), in connection with the purchase or sale of a large number of portfolio investments, including the sale of Rio Trens Corporation (the Rio de Janeiro transit system) to Odebrecht Transport, and private equity investments in Planet Hollywood International (pre-IPO), Steinway Musical Properties, Act III Cinemas, DeCrane Aircraft Holdings, Leiner Healthcare, Capital Health Partners and E-Z Serve Corporation.* .
- Represented one of the country’s largest toy manufacturers in connection with its negotiated $1.3 billion acquisition of Fisher-Price in a stock-for-stock transaction.*
- Represented founding family members in connection with the reorganization of Schein Pharmaceuticals; the spinoff of Henry Schein, Inc. (NASDAQ); stock sales and governance matters.*
- Represented Peter Kiewit Sons’ in connection with two separate sale transactions involving major subsidiaries of the Continental Can Company.*
- Represented the general partners and/or sponsors of CDK Group LLC, Patagonia Fund, Electra International (Brazil), Rio Rail Partners, Wafra Investment Advisory Group, MidAmerican Capital Company and Aqua International in connection with the establishment of on-shore and off-shore funds, fund investments, dispositions of portfolio companies and restructuring and governance matters.*
*Representations occurred prior to attorney’s affiliation with Gibson Dunn.