Peter J. Hanlon is a corporate partner in the New York office of Gibson, Dunn & Crutcher. Mr. Hanlon 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 emphasizes mergers and acquisitions, projects, public and private securities offerings, private equity transactions, securities regulation, corporate governance, and general corporate law. He has more than 20 years of experience in the energy industry, with a particular focus in the power sector. His M&A practice includes both negotiated and contested transactions, including public and private stock transactions, project and other asset transactions, going-private transactions, joint ventures, strategic investments and other corporate transactions. His financing practice encompasses a wide range of public and private financings, including project financings and capital markets transactions.
He has worked with clients in a large number of energy-related and other businesses, including electrical and gas utilities, independent power companies, gas pipeline companies, solar, wind and geothermal power project sponsors and developers, electricity transmission providers, financial services, insurance, retail goods, packaging, real estate, pharmaceuticals, and manufacturing. In the energy sector, Mr. Hanlon’s recent representations include his representation of Berkshire Hathaway Energy Company in its $10.5 billion acquisition of NV Energy, Inc.; its $2.5 billion acquisition and development of the 579 MW Solar Star power projects; and its $2.4 billion acquisition and development of the 550 MW Topaz Solar Farm project, as well as dozens of other renewable power project acquisitions and investments. He also represented Solar Star Funding, LLC in its $1.0 billion secured note financing that was named “2013 Bond Deal of the Year” by Project Finance Magazine, and Topaz Solar Farms LLC in its $1.2 billion secured note financing that was named “2012 North American Solar Deal of the Year” by Project Finance Magazine.
Mr. Hanlon is ranked nationally as a leading Energy transactions lawyer by Chambers USA: America’s Leading Lawyers for Business, Chambers Global: The World’s Leading Lawyers for Business and The Legal 500 as a Leading Individual (Band 1) in Energy Transactions: Conventional Power. Chambers notes Mr. Hanlon is “a very experienced and talented attorney who clients hold in great confidence” and “provides exceptional value.” He is also recognized as a top energy and environmental lawyer in Euromoney’s Expert Guides’ Energy and Environment Guide.
Mr. Hanlon has spoken at New York City Bar programs and other conferences on a variety of corporate and securities law issues and developments. He is a member of the New York City Bar Association’s Energy Committee and recently served as a member of the Board of Trustees of The Stanwich School in Greenwich, Connecticut.
Mr. Hanlon received his Juris Doctor from the University of California, Los Angeles School of Law in 1977. Mr. Hanlon received his Bachelor of Arts degree from Stanford University in 1973.
- Represents Berkshire Hathaway Energy in connection with its pending $9.0 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 for an implied equity valuation of $11.25 billion and an enterprise value of approximately $18.0 billion.
- 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 Solar LLC in connection with its acquisition of the 400 MW Grand Prairie wind project located in Nebraska, the 210 MW Walnut Ridge wind project located in Illinois, and a large portfolio of Community Solar renewables projects located in Minnesota, all in 2015.
- Represented BHE Wind LLC in connection with its tax equity investment, representing a majority of the equity, in the 298MW Kingfisher wind power project located in Oklahoma in 2015.
- 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 renewable power projects aggregating more than 1,700 MW in 2014 and 2015.
- Represented First Reserve in connection with its 2015 equity investment in a newly formed joint venture which will acquire renewable power projects in development and sell them upon completion of construction.
- Represented BHE Wind LLC in connection with its acquisition of the $600 million 300 MW Texas Jumbo Road wind project located in Texas in 2014.
- Represented Solar Star Funding in connection with its Rule 144A offering of $325 million senior secured notes in 2015.
- Represented Berkshire Hathaway Energy in connection with its Rule 144A offering of approximately $1.5 billion of senior notes in 2014.
- Represented MidAmerican Energy in connection with the registered sale of $950 million of its secured first mortgage bonds in 2014.
- Represented Berkshire Hathaway Energy in connection with the sale of $2.0 billion of its senior notes in 2013 and registered exchange offer for such notes in 2014.
- Represented MidAmerican Energy in connection with the sale of $950 million of its secured first mortgage bonds in 2013.
- Represented MidAmerican Renewables in connection with its acquisition of the $2.5 billion 579 MW Solar Star power projects from SunPower Corporation in 2012.
- Represented MidAmerican Renewables in connection with its acquisition of the $2.4 billion 550 MW Topaz Solar Farms power project from First Solar, Inc. in 2012.
- Represented MidAmerican Energy Holdings, as sponsor, and Topaz Solar Farms, as issuer, in the $1.195 billion financing by Topaz Solar Farms (owner of a 550 MW solar power project in construction). 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 Topaz Solar Farms in connection with its issuance of $250 million of its long-term notes in 2013.
- Represented MidAmerican Renewables in connection with its acquisition of a 49% interest in the $1.8 billion 290 MW Agua Caliente solar power project from NRG Energy, Inc. in 2012.
- Represented MidAmerican Energy Holdings in connection with the acquisition of the Bishop Hill II wind project from Invenergy Wind LLC in 2012.
- Represented MidAmerican Energy Holdings in connection with its $4.7 billion agreement to acquire Constellation Energy Group, which was terminated pursuant to mutual agreement.*
- Represented MidAmerican Energy Holdings in connection with its $9.4 billion acquisition of PacifiCorp from Scottish Power plc.*
- Represented MidAmerican Energy Holdings in connection with its $1.4 billion acquisition of Northern Natural Gas Company from Dynegy, Inc. and related financings.*
- Represented MidAmerican Energy Holdings in connection with its $1.0 billion acquisition of Kern River Gas Transmission Company from The Williams Companies, Inc.*
- Represented Topaz Solar Farms in connection with its $850 million senior secured note offering and $345 million letter of credit facility in 2012.
- Represented MidAmerican Energy Holdings in connection with its successful acquisition of each of MidAmerican Energy Company, Northern Electric Distribution Company, Falcon Seaboard Power Resources Company and various IPP projects, respectively.*
- Represented an investor group led by Berkshire Hathaway, David L. Sokol, Walter Scott, Jr. and Gregory E. Abel in connection with the $9.0 billion going-private transaction involving the acquisition of MidAmerican Energy Holdings Company.*
- Represented MidAmerican Energy Holdings Company and its regulated utility subsidiaries and other energy subsidiaries in additional debt and equity offerings totaling over $10 billion.
- Represented MidAmerican Energy Holdings Company in connection with the formation of a new transmission company in Texas, Electric Transmission Texas, LLC, which is a Joint Venture company that is 50% owned by MidAmerican Energy Holdings Company and 50% owned by American Electric Power Company. The JV owns and operates electric transmission assets in the Electric Reliability Council of Texas footprint. The JV owns about $1 billion of operating assets and is currently building another $3 billion of transmission assets.*
- Represented Northern Natural Gas in connection with various note offerings exceeding $1 billion in aggregate.
- Represented Electra International (Brazil) in connection with the sale of its interest in Rio Trens Corporation to Odebrecht Transport.*
- Represented the acquirer in connection with the Home Services of America going-private transaction.*
- Represented a consortium of institutional investors, including affiliates of Halpern, Denny & Company, Electra Fleming Inc., and Bay Harbour Management, in connection with the negotiated acquisition of publicly held E-Z Serve Corporation.*
- Represented CalEnergy in connection with its successful contested $1.2 billion tender offer for U.K.-based Northern Electric plc.*
- Represented CalEnergy in connection with its successful contested $1.0 billion tender offer for
Magma Power Company.*
- 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 the sale of stock and assets comprising substantial parts of the Continental Can Company.*
- Represented Kern River Gas Transmission in the $835 million “North American Deal of the Year” gas pipeline project financing.*
- Represented National Indemnity and other investors in connection with the $900 million secured loan to Williams Production RMT Company.*
- Represented various subsidiaries of Berkshire Hathaway in connection with the $1.3 billion secured loan to CenterPoint Energy Houston Electric, LLC.*
- Represented MHC Investments in connection with a $275 million investment in Convertible Redeemable Preferred Stock of The Williams Companies, Inc.*
- Represented Strayer Education (NASDAQ) in connection with its $100 million public offering of common stock.*
- Represented Kern River Gas Transmission in connection with its $836 million public offering of senior notes.*
- Represented Electra Private Equity (LSE) in connection with its private equity investments in Planet Hollywood International (pre-IPO), Steinway Musical Properties, Act III Cinemas, DeCrane Aircraft Holdings, Leiner Healthcare, Capital Health Partners and many other private companies.*
- During 2011 and prior years, represented the general partners and/or sponsors of CDK Group LLC, Patagonia Fund, Electra International (Brazil), Rio Rail Partners, Stratus Investments, 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.