Edward S. Wei is a partner in the New York office of Gibson Dunn and member of the Tax Practice Group. Edward’s practice focuses on a wide range of U.S. and international tax matters, such as public company spin-offs, mergers, acquisitions and joint ventures (including de-SPAC transactions), private equity, bankruptcy and out-of-court restructurings, debt and equity capital markets (including issuances involving SPAC and UP-C structures), and real estate transactions.

The Legal 500 has recognized Edward as a “Next Generation Lawyer” in both the “U.S. Tax (Non-Contentious)” and “International Tax” categories.

Edward received a J.D., cum laude, from Harvard Law School, an LL.M. from the University of Cambridge (Jesus College) and a B.A., summa cum laude and Phi Beta Kappa, from Columbia University. He is admitted to practice in the State of New York.

Representative Matters*

Public Company Spin-Offs, Split-Offs and Reverse Morris Trusts (RMT)

  • Procter & Gamble in its split-off and tax-free merger of its Specialty Beauty business with Coty in a Reverse Morris Trust transaction valued at $12.5 billion.
  • Procter & Gamble in the tax-free exchange of its Duracell business for Procter & Gamble shares held by Berkshire Hathaway valued at $4.7 billion.
  • Procter & Gamble in its proposed tax-free distribution and acquisition of its snack business (Pringles) by Diamond Foods valued at $2.3 billion.
  • Weyerhaeuser Company in its distribution and acquisition of its fine paper business by Domtar in a Reverse Morris Trust transaction valued at $3.3 billion.
  • Élan Pharmaceuticals in its demerger of Prothena Corporation PLC.
  • Time Warner in its split-off of the Atlanta Braves and other assets to Liberty Media valued at $1.5 billion.

Public Company Mergers, Acquisitions and Joint Ventures

  • Motive Capital Corporation in its acquisition of Forge Global for $2 billion.
  • AT&T in its sale of Playdemic Ltd. for $1.4 billion to Electronic Arts.
  • Aerojet Rocketdyne in its acquisition by Lockheed Martin for $5 billion.
  • StepStone Group in its acquisition of Greenspring Associates, a venture capital and growth equity firm, with $18.9 billion of assets under management.
  • JP Morgan, Dell’s financial advisor, in connection with Dell’s $24.9 billion acquisition by Michael Dell and Silver Lake Partners.
  • Salix Pharmaceuticals in its $15.6 billion acquisition by Valeant Pharmaceuticals International.
  • Procter & Gamble in its sale of the Pringles Group to Kellogg for $2.7 billion.
  • Dayton Power and Light in its $4.6 billion sale to AES Corporation.
  • Manor Care in its $6.3 billion acquisition by The Carlyle Group.
  • Embarq in its $11.6 billion merger with CenturyTel.

Private Equity Sponsor Representations (including Fund Structuring, Co-Investments, Portfolio Company Add-ons and Leveraged Recapitalizations)

  • CVC Capital Partners
  • GCM Grosvenor
  • Investcorp
  • J.H. Whitney Capital Partners
  • Littlejohn & Company

Debt Capital Markets

  • Amazon, including its $18.5 billion bond offering.
  • General Electric, including its $6 billion note offering and tender offer for $9 billion of notes.
  • Marriott International, including its tender offer for up to $1 billion of notes.
  • The Medicines Company in its offering of $402 million of convertible senior notes with a related “capped call” transaction.
  • Cigna Corporation in its $900 million note offering.
  • Howard Hughes Corporation in its $800 million note offering and tender offer for $750 million of notes.

Equity Capital Markets

  • Petco Health and Wellness Company in its $993 million IPO of common stock and $528 million secondary sale of common stock by shareholders.
  • StepStone Group in its $362 million IPO of common stock.
  • Macondray Capital Acquisition Corp I in its $287 million IPO of common stock.
  • FAST Acquisition Corp II in its $222 million IPO of common stock.
  • TLG Acquisition One Corp in its $400 million IPO of common stock.
  • Venice Brands Acquisition Corp I in its $150 million IPO of common stock.
  • ATP Oil & Gas in its offering of convertible preferred stock.

Bankruptcies and Out-of-Court Restructurings

  • Creditor representations include the lenders of:
    • 4L/Clover
    • Akorn
    • Alliance Healthcare
    • California Pizza Kitchen
    • Central Security Group (a.k.a. Alert 360)
    • Constellis
    • David’s Bridal
    • Global Eagle Entertainment
    • Homer City Funding
    • INAP
    • Mallinckrodt
    • NPC
    • Roust
    • Skillsoft
    • TNT Crane
    • Town Sports
  • Debtor representations include:
    • Vertis Holdings in its Chapter 11 case, including the Section 363 sale of substantially all of its assets to Quad/Graphics.
    • Northwest Hardwoods in its Chapter 11 case.

Real Estate

  • Trinity Merger Corp in its $1.5 billion combination with Broadmark to create Broadmark Realty Capital, an internally managed, mortgage real estate investment trust (REIT).
  • Ashford Hospitality Trust (REIT) in its $1.27 billion proposal to acquire FelCor Lodging Trust (REIT) and the related integration into the Up-REIT structure.
  • Ashford Hospitality Prime (REIT) in its public offering of cumulative convertible preferred stock.
  • Cindat Capital Management and China Cinda (HK) Asset Management in their investments in various U.S. real property, including 125 Greenwich Street, New York, 100 East 53rd Street, New York and 311 South Wacker Drive, Chicago.

*Certain representations were made by Edward prior to his association with Gibson Dunn.

Grace Atkinson is an English-qualified associate in the London office of Gibson Dunn. She is a member of the firm’s Dispute Resolution Group.

Grace has a broad experience in commercial litigation, competition litigation, regulatory/white collar investigations, and international arbitration. Grace trained at Gibson Dunn, and most recently spent six months on secondment to the litigation team of a major international bank.

Prior to joining Gibson Dunn, Grace read Law at Gonville and Caius College, University of Cambridge and graduated with a First Class Honours degree in 2022. 

Helena Silewicz is an English-qualified associate in the London office of Gibson Dunn. She is a member of the firm’s Dispute Resolution Group.

Helena has broad experience of commercial litigation, international arbitration, and regulatory investigations. She also maintains an active pro bono practice.

Helena trained at Gibson Dunn and holds a First Class History degree from the University of Manchester.

Annabel James is an England and Wales qualified associate in the London office of Gibson Dunn and a member of the firm’s Finance and Transportation and Space Practice Groups.

Annabel advises financiers, lessors and operators on a broad range of cross-border transactions involving commercial aircraft. In particular, she is experienced in negotiating lease novations, sale-and-leasebacks and portfolio acquisitions and disposals for leading global lessors.

Prior to joining Gibson Dunn, Annabel was an associate in the London aviation finance team of another international law firm, where she also trained.

Enrique Okhuysen is a corporate associate in the New York office of Gibson Dunn. He is a member of the firm’s Projects and Infrastructure, Latin America, Finance, and Power and Renewables Practice Groups.

Enrique’s practice focuses on infrastructure and energy projects, with substantial experience in infrastructure development and strategic transactions, including public-private partnerships, project procurement, construction contracts, project finance, and acquisitions of infrastructure assets. In these areas, Enrique has represented a broad variety of participants such as financing institutions, sponsors, and developers.

Prior to joining Gibson Dunn, Enrique was an associate at two other international law firms in Mexico City.

Enrique received his Master of Laws from Stanford Law School in 2017. He also received an Bachelor of Laws (summa cum laude) from Instituto Teconologico Autonomo de Mexico (ITAM) in 2014.

Enrique is admitted to practice in New York and Mexico.

Recent Transactions:

  • Advised Meridiam Infrastructure North America Fund III, LP and its affiliated infrastructure funds, all managed by Meridiam Infrastructure North America Corporation, in connection with the amendment and extension of its $190 million senior secured revolving credit facility.
  • Advised Meridiam Infrastructure North America Fund III, LP and its affiliated infrastructure funds, all managed by Meridiam Infrastructure North America Corporation, in connection with the amendment and extension of its $510 million senior secured revolving credit facility
  • Advised Bridging Pennsylvania Constructors, an unincorporated Joint Venture of Shikun & Binui – America Inc. and FCC Construction, Inc. on the Design-Build Contract entered into with Bridging Pennsylvania Developer I, LLC in respect of the first package of the Major Bridge P3 program of the Pennsylvania Department of Transportation to replace six bridges across the Commonwealth of Pennsylvania and its financing
  • Advised Ardian Infrastructure in its agreement to acquire a 50% co-control equity interest in MXT Holdings (MXT), a telecommunications infrastructure company based in Mexico.
  • Advised Abertis Infraestructuras, Ullico and Axiom in connection with the procurement of several new toll roads in Puerto Rico.
  • Advised Inkia Energy, an energy company in Latin America controlled by I Squared Capital, on its sale of 100% of Samay I SA , owner and operator of the 724 MW Puerto Privado thermal power plant in Peru, to Grupo Romero.
  • Advised Marriott International, Inc. in its acquisition of the City Express brand portfolio from Hoteles City Express, S.A.B. de C.V.
  • Advised affiliate of Gramercy Funds Management LLC, as lender, in a credit facility with MNJ Capital, S.A. de C.V., SOFOM, E.N.R, as borrower for development and construction agreements secured by assets in Mexico.
  • Advised GraMex Investment Holdings LLC, an investment vehicle managed by Gramercy Funds Management, as lender in respect of establishment of a $44.59 million credit facility to MNJ Capital, S.A. de C.V., SOFOM, E.N.R.
  • Advised GraMex Investment Holdings LLC, an investment vehicle managed by Gramercy Funds Management LLC, as lender in respect of credit facilities to Permaducto S.A. de C.V.
  • Advised Purple Line Transit Partners LLC, the concessionaire in respect of the Purple Line Light Rail Project in Maryland, in connection with the issuance of approximately $643.5 aggregate principal amount of private activity revenue bonds by the Maryland Economic Development Corporation as conduit issuer and with a subordinated TIFIA loan of up to approximately $1.760 billion (excluding capitalized interest) from the U.S. Department of Transportation.
  • Advised Autopistas Metropolitanas de Puerto Rico, LLC (“Metropistas”), on certain amendments to its concession agreement with the Puerto Rico Highways and Transportation Authority (“PRHTA”), under which Metropistas has a concession to operate the PR-22 and PR-5 toll roads in Puerto Rico, a new escrow agreement, and related consents from Metropistas’ senior lenders.

Stephen D. Nordahl is a partner in Gibson Dunn’s New York office and Co-Chair of the firm’s Strategic Sourcing and Commercial Transactions Practice Group. Stephen’s practice focuses on information technology, business process and asset management outsourcing transactions, commercial and other technology-related transactions, as well as joint ventures and strategic alliances, in each case, with a particular focus on complex international transactions. Stephen has also represented clients in numerous disputes related to strategic sourcing and commercial transactions.

Stephen has represented clients on strategic sourcing and commercial transactions since 1996. He has worked with clients on a wide range of legal and business issues relating to complex outsourcing and technology transactions, including structuring, negotiating and documenting both large- and small-scale ITO and BPO transactions, and assisting clients with complex licensing and systems implementations, technology-based strategic alliances and joint ventures. His ITO experience includes the outsourcing of virtually every IT function, including infrastructure, applications development and maintenance, end-user computing, help desk and network operations. His BPO experience includes the outsourcing of middle- and back-office financial services processes, facility management functions, claims processing, human resources, finance and accounting, logistics functions, print processes, and procurement.

In addition, Stephen also has a long track record of representing clients in disputes related to strategic sourcing. He has assisted clients investigate, strategize and, when warranted, negotiate settlement or termination agreements with respect to outsourcing disputes related to both information technology and business process outsourcing transactions.

Stephen has worked with a broad range of clients and industries, including the consumer products, energy, financial services, life sciences, pharmaceutical and publishing industries. His clients have included, among others, AT&T Corp., Avon Products, Best Western, Cendant, Conoco, Direct Energy, DuPont, Emdeon, Genpact, The Home Depot, ING, Invista Inc., Johnson & Johnson, JPMorgan Chase, Prudential Financial, M&T Bank, Omnicom Group, Reader’s Digest, and Reed Elsevier.

Stephen has written numerous articles regarding technology and outsourcing issues and is frequently asked to lecture at industry events. Stephen has also received wide acclaim for his outsourcing work. He has been ranked by Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, included in The Best Lawyers in America®, recognized as a “Leading Lawyer” in The Legal 500 United States (Media Technology & Telecoms, Technology— Outsourcing) and named to The Legal 500’s United States Hall of Fame, which highlights outstanding partners who receive constant praise by their clients for continued excellence, and are at the pinnacle of the profession. Chambers calls Stephen a “domain expert,” “tier one player” and “one of the lead practitioners” in the outsourcing space, noting that he commands respect for the “top-flight support” he offers as a “brilliant negotiator,” “problem solver and a zealous advocate,” and that “he has an attention to detail and articulates and advances his clients’ interests well.” One client notes he is “the smartest, most capable and most business-oriented attorney I’ve ever dealt with” and when dealing with highly complex transactions he is “fantastic at catching things that others might not think about and making sure our deal is comprehensive.”

Stephen received his Juris Doctor in 1994 from Fordham University School of Law, where he was a notes editor for the Urban Law Journal. He also has degrees from The London School of Economics and Lehigh University, where he graduated cum laude. He is admitted to practice in New York.

Greg Nelson is a Senior Counsel in the Houston office of Gibson Dunn and a member of the firm’s Tax Practice Group. He concentrates his practice on federal income taxation, with particular emphasis on the tax issues that relate to corporations and partnerships in the energy sector. Greg regularly counsels clients regarding tax issues related to private equity transactions and publicly traded partnerships. He also works on the tax-efficient structuring of corporate mergers, acquisitions and dispositions, including taxable sales and tax-free reorganizations.

Greg has been recognized as a leading tax lawyer by Chambers USA: America’s Leading Lawyers for Business since 2007. He has also been listed in The Best Lawyers in America consecutively since 2001, and listed in Who’s Who Legal for Corporate Tax since 2014. Most recently, Best Lawyers named him Houston Tax Law Lawyer of the Year for 2024.

Greg received his Juris Doctor from the University of Virginia School of Law in 1981. In 1978, he earned his Bachelor of Arts degree from George Washington University, where he was a member of Eta Sigma Phi and Phi Eta Sigma.

Greg is admitted to practice in Texas, and before the United States Court of Appeals for the Federal Circuit, the United States Court of Federal Claims and the United States Tax Court.

Recent Representations*

  • Represented IFM, as special tax counsel, on tax issues arising in IFM’s $10.3 billion acquisition of Buckeye Partner LP
  • Represented Lotus Midstream LLC in its acquisition of the Centurion Pipeline system from Occidental Petroleum
  • Represented CrossAmerica Partners LP in a $184.5 million asset exchange with Circle K Stores Inc.
  • Represented Castex Energy Partners LP in its bankruptcy reorganization, including the design of a tax-efficient structure for the bankruptcy exit transaction
  • Master limited partnership engagements, including CrossAmerica Partners, LP, NuStar Logistics L.P., Atlas Resource Partners LP, Atlas Energy Group, LLC, and Vanguard Natural Resources LLC. Representation includes advice related to the evaluation of qualifying income issues, and the use of tax-efficient techniques for the capitalization of the issuer
  • Represented the conflicts committee of Crestwood Midstream Partners LP (NYSE:CMLP) in the $7.5 billion merger of CMLP with Crestwood Equity Partners LP (NYSE:CEQP)
  • Represented the conflicts committee of Crestwood Midstream Partners LP (CMLP) in CMLP’s joint purchase with Brookfield Infrastructure Group of the Tres Palacios natural gas storage facility from Crestwood Equity Partners LP for $130 million
  • Represented CST Brands, Inc. (CST) in the purchase of the general partner and the incentive distribution rights of CrossAmerica Partners LP (CAPL) (formerly Lehigh Gas Partners LP) from the Topper Group
  • Represented CST Brands, Inc. (CST) in the sale of 5% limited partner interest in CST’s wholesale fuel supply business to CrossAmerica Partners LP for $50.4 million
  • Represented CST Brands, Inc. (CST) in two dropdown transactions to CrossAmerica Partners LP for total consideration of approximately $261.5 million, including sale of the real property associated with recently constructed stores and sale of a 12.5% interest in CST’s wholesale fuel supply business
  • Represented CrossAmerica Partners LP (CAPL) in the public offering of 4,600,000 common units representing limited partner interests in CAPL for approximately $159.4 million
  • Represented NuStar Logistics, L.P. in public offering of $300 million of its 6.750% senior notes due 2021
  • Represented Vanguard Natural Resources, LLC (NASDAQ: VNR) (Vanguard) in the negotiation of a definitive Agreement and Plan of Merger to acquire Eagle Rock Energy Partners, L.P. (NASDAQ: EROC) (“Eagle Rock”), in exchange for common units representing limited liability company interests in Vanguard, implying a transaction value of approximately $614 million, including the assumption of Eagle Rock’s existing debt
  • Representing Vanguard Natural Resources, LLC (Vanguard) in the negotiation of a definitive Purchase Agreement and Plan of Merger to acquire LRR Energy, L.P. and its general partner, LRE GP, LLC (the “General Partner”), in exchange for common units representing limited liability company interests in Vanguard, implying a transaction value of approximately $539 million, including the assumption of LRR Energy’s existing debt
  • Represented Tall Oak Midstream in the sale of assets to Enlink for $1.55 billion
  • Represented Vanguard Natural Resources, LLC in the tax aspects of its bankruptcy reorganization
  • Halliburton Company – initial public offering of KBR, Inc., followed by a tax-free exchange offer by Halliburton of shares of KBR common stock for outstanding shares of Halliburton common stock, including obtaining an IRS ruling that the exchange offer was tax-free to Halliburton Company and the exchanging Halliburton shareholders
  • Represented TEPPCO Partners, L.P. in its merger with Enterprise Products Partners, L.P.
  • Reliance Industries, Inc. — negotiated the tax aspects of Reliance’s investment in Pioneer Natural Resources’ Eagle Ford shale properties
  • Reliant Energy, Incorporated (now CenterPoint Energy, Inc.) – spin-off of Reliant Resources, Inc., including obtaining an IRS ruling that the spin-off was tax-free to CenterPoint Energy, Inc. and its shareholders

Involvement

  • Houston Methodist Hospital System, Chairman, Board of Directors
  • Houston Methodist Academic Institute, Member, Board of Directors, Former Chairman
  • Memorial Assistance Ministries, Member, Board Emeritus, Former Chairman

Speaking Engagements

  • Tax Issues in the Disposition of Oil & Gas Assets, Chapter 12, Thirty-Third Annual Energy & Mineral Law Institute, Volume I, The Energy & Mineral Law Foundation (June 24, 2012)
  • Cancellation of Indebtedness for Publicly Traded Partnerships, Vol. V, LSU Journal of Energy Law and Resources 283 (2017)

*Includes matters handled prior to joining Gibson Dunn

Toren Murphy is a partner in the New York office of Gibson Dunn. He is a member of the firm’s Projects and Infrastructure, Latin America, Capital Markets, and Finance Practice Groups.

Toren’s practice focuses on infrastructure projects, with substantial experience in public-private partnerships (PPPs) and related concessions or leases of infrastructure assets between public grantors and private sector developers and operators, with expertise in transportation infrastructure, including roads, bridges, rail, airports and seaports, as well as social infrastructure and campus utility system PPPs. His experience covers project procurement, concession and lease documentation, construction contracts, and project finance, including project bonds and TIFIA loan financings, as well as secondary market acquisitions and divestitures of infrastructure assets. He also has significant regional expertise working on various types of structured and corporate financing transactions in various jurisdictions across Latin America.

Chambers USA: America’s Leading Lawyers for Business and Chambers Global: The World’s Leading Lawyers for Business recognize Toren nationally as a leading lawyer in Projects: PPP. He is described as “a really sharp lawyer who is devoted to his clients.”

Representative Transactions:

Rail

  • Representation of Purple Line Transit Partners LLC, the concessionaire in respect of the Purple Line Light Rail Project in Maryland, in connection with various construction-related disputes with the Maryland Department of Transportation and the Maryland Transit Administration, the procurement of a new design-build contractor and the $2.6 billion refinancing of the project with private activity bonds, a TIFIA loan and committed equity. Awarded 2023 North America Restructure Deal of the Year by IJ Investor and 2022 North America Transport Deal of the Year: Restructure by IJ Global.

Ports

  • Representation of Macquarie Asset Management (MAM) in connection with the acquisition of a 49% interest in TraPac LLC, operator of container terminals under preferential assignment agreements with the City of Los Angeles and the Port of Oakland, including negotiation of a new terminals services agreement with Ocean Network Express (ONE).
  • Representation of MAM on the sale of Ceres Terminals, a leading provider of stevedoring and terminal operation services in North America, to Carrix, a portfolio company of Blackstone Infrastructure Partners.
  • Representation of Ceres Terminals in respect of (i) its $170 million senior secured credit facilities, (ii) a joint venture investment in and project financing of Galveston Cruise Terminal with Royal Caribbean, and (iii) the acquisition of TraPac Jacksonville, LLC, the operator of a marine terminal in the Port of Jacksonville, from MOL (Americas) Holdings Inc., including the related negotiation of a new lease for the terminal facility from the City of Jacksonville.
  • Representation of NYK Ports, owner of Yusen Terminal, operator of a container terminal in the Port of Los Angeles, in respect of its senior secured credit facilities and an equipment lease financing.
  • Representation of the operator of the Long Beach Container Terminal in respect of its $875 million senior secured credit facilities.
  • Representation of International Transportation Service, LLC (ITS), operator of a container terminal in the Port of Long Beach, in connection with its $105 million senior secured credit facilities and contemplated lease extension with the City of Long Beach.
  • Representation of Husky Terminal and Stevedoring LLC (HTS), operator of a container terminal in the Port of Tacoma, Washington, in respect of its senior secured revolving letter of credit facility.
  • Representation of Macquarie Infrastructure and Real Assets (MIRA) in connection with its acquisition of ITS from K-Line and Ports America, and a related joint venture with Ports America in respect of HTS.
  • Representation of MIRA in its $1.78 billion acquisition of the operator of the Long Beach Container Terminal from Orient Overseas Container Line (OOCL), and negotiation of a container stevedoring and terminal services agreement with OOCL.
  • Representation of Maher Terminals, operator of a 454-acre multi-user container terminal in Port Elizabeth, New Jersey, in respect of its $513 million senior secured credit facilities.
  • Representation of MIRA in connection with the acquisition of Maher Terminals, including obtaining consent and related lease amendments from the Port Authority of New York and New Jersey (PANYNJ) in respect of the same.

Toll Roads

  • Representation of Autopistas Metropolitanas de Puerto Rico (Metropistas), operator of the PR-22 toll road project in Puerto Rico, in respect of its senior secured credit facilities and private placements of senior secured notes.
  • Representation of NTE Mobility Partners, the developer of Segments 1 and 2 of the North Tarrant Express Facility, a managed toll lanes facility located in Tarrant County, Texas, in connection with the issuance of $1.2 billion aggregate principal amount of senior lien private activity to refinance existing debt, and its senior secured revolving letter of credit facility.
  • Representation of NTE Mobility Partners Segments 3, the developer of the North Tarrant Express Segments 3A and 3B Facility, a managed toll lanes project on I-35W in the Dallas-Fort Worth region in Texas, in connection with the implementation of the Segment 3C facility extension under a comprehensive development agreement with TxDOT and related financing with $654 million of senior lien private activity bonds.
  • Representation of Cintra Global and Meridiam Infrastructure as sponsors of I-66 Express Mobility Partners LLC in respect of the winning proposal to develop the Transform 66 P3 Project in Virginia and related $3.46 billion project financing with private activity bonds, a TIFIA loan and committed equity.
  • Representation of I-77 Mobility Partners LLC as winning bidder for a concession to develop the I-77 HOT Lanes Project in North Carolina and in the related financing transaction including the issuance of $100 million of private activity bonds and a $189 million TIFIA loan from the U.S. Department of Transportation.

Airports

  • Representation of Macquarie Asset Management in connection with its joint venture partnership with Porter Aviation Holdings Inc. to develop and finance a new passenger terminal at Montréal Saint-Hubert Airport, including the negotiation of the construction management contract for the project. 
  • Representations of Ferrovial Airports in its acquisition of 96% of The Carlyle Global Infrastructure Fund’s 51% stake in the New Terminal One consortium, which will design, build, and operate the new Terminal One at JFK International Airport in New York, a $9.5 billion project being developed under a lease with the PANYNJ .
  • Representation of Ferrovial Aeropuertos in connection with the Great Hall Project at Denver International Airport in Colorado, the first hybrid demand risk and availability payment transaction in the United States.

Social Infrastructure

  • Representation of Meridiam Infrastructure North America (Meridiam) in connection with the issuance by MI LongBeach, LLC of $115 million aggregate principal amount of its 6.85% Senior Secured Notes due December 2047 pursuant to a private placement transaction, in order to finance Meridiam’s acquisition from Queensland Investment Company of the remaining equity interests in Long Beach Judicial Partners, LLC, which operates and maintains the Governor George Deukmejian Courthouse in Long Beach, California, as a PPP project, pursuant to a concession agreement with the Administrative Office of the Courts of the Judicial Council of the State of California.
  • Representation of Meridiam Infrastructure in connection with the refinancing of a hospital development project in Chile.
  • Representation of Meridiam and Sacyr as bidders for a PPP in respect of concession to operate and maintain the University of Louisville Utility System.
  • Representation of Meridiam controlled co-investment vehicle in respect of a $55.625 million term loan facility secured by co-investor equity commitments and project company distributions to finance a co-investment in a campus energy project in Iowa.

Latin America

  • Representation of subsidiaries of Frontera Energy Corporation as borrower and guarantors under a $150 million senior term loan credit facility with Macquarie Bank Limited, as lead arranger, administrative agent, and lender, to refinance existing debt of Sociedad Portuaria Puerto Bahía, S.A., a liquid and general cargo terminal operator in the Bay of Cartagena, Colombia, and the development of a refinery connection project.
  • Representation of Morgan Stanley Senior Funding, Inc., as initial lender and sole lead arranger, in respect of a syndicated $75 million senior secured credit facility to Galileo Technologies Corporation, in a cross-border transaction secured by collateral in the United Stated, United Kingdom, Argentina and Brazil.
  • Representation of Gramercy Funds Management in respect of a $45 million senior secured term loan facility to Emerging America Inmobiliaria, S.A. de C.V. (EMAI) and Emerging America Financiera, S.A.P.I. de C.V., the proceeds of which were used, in part, to finance the acquisition of EMPower’s Chihuahua power plant from Riverstone.
  • Representation of the lead arranger, lender, administrative agent, and collateral agent in respect of a $500 million uncommitted revolving master loan facility to a Mexican borrower that will use the proceeds to make local law loans to contractors with, and secured payment receivables owed by, Mexican state-owned enterprises.
  • Representation of lender in respect of $350 million senior secured credit facility to finance various oil and gas projects for Grupo Protexa (as contractor for Pemex) in Mexico.
  • Representation of lender in respect of $170 million senior secured credit facility to finance various oil and gas projects for Grupo Eseasa (as contractor for Pemex) in Mexico.
  • Representation of lender in respect of $110 million senior secured credit facility MNJ Capital to finance a portfolio of local projects in the oil and gas industry in Mexico.
  • Representation of Gramercy Funds Management (indirectly through a Mexican SOFOM structure) in respect of a 500 million Mexican Peso subordinated loan tranche of a senior secured receivables financing credit facility to a Mexican financing subsidiary of Mercado Libre (MELI). 
  • Representation of credit fund as borrower under a $125 million senior secured revolving credit facility from Nomura Corporate Funding Americas, the proceeds of which are used to indirectly finance credit facilities to finance projects undertaken by oil and gas industry contractors in Mexico.
  • Representation of lenders and agents in respect of a senior secured term loan facility to Tala Mobile, S.A.P.I. de C.V., SOFOM, E.N.R., a Mexican subsidiary of InVenture Capital Corporation.
  • Representation of Deutsche Bank, as initial lender, sole book-runner and lead arranger in a $300 million term loan facility to Telecom Argentina S.A., and subsequent refinancing with senior notes.
  • Representation of CVI Investment Holdings as lender in a $63.4 million senior secured bridge loan facility to Supercanal, an Argentine provider of cable television services, to refinance existing debt and for capital expenditures for network upgrades.
  • Representation of Deutsche Bank Securities, Credicorp Capital, Citigroup, Morgan Stanley, and Scotiabank as initial purchasers and Interbank as co-manager in the issuance by Orazul Energy Egenor, a Peruvian power company, of $550 million of its 5.625% Senior Notes due 2027.
  • Representation of Deutsche Bank, Banco de Credito del Peru, Bank of Nova Scotia, and Banco Internacional del Peru as lenders in respect of a $450 million senior secured credit facility to Orazul Energia Partners to finance the purchase of the business of Duke Energy International Group.
  • Representation of NML Capital, Ltd. (an affiliate of Elliott Management Corporation) in connection with its $2.4 billion settlement with the Republic of Argentina to satisfy NML’s claims on Argentina’s defaulted bonds.
  • Representation of Deutsche Bank AG as lender in connection with a structured financing in respect of payroll deduction loan portfolio in Colombia.
  • Representation of General Electric International as lender in respect of a $14 million development loan facility for an LNG receiving terminal and combined cycle gas-fired power generation facility in Chile; and representation of GE Power Systems in a related engineered equipment package (EEP) and services supply exclusivity agreement with the project company borrower.

Fund Facilities

  • Representation of Meridiam Infrastructure Funds II, III and IV in respect of their subscription-backed revolving credit facilities provided by Wells Fargo Bank and other lenders, to provide letters of credit and finance equity investments in respect of various infrastructure projects.

Ronan Holohan is an Ireland qualified associate in the London office of Gibson Dunn and a member of the firm’s Finance Group.

He practices banking and finance law and has experience in global asset finance.

Prior to joining Gibson Dunn, Ronan worked in the Dublin office of another major law firm.

Jennifer Bracht is a senior associate in the Denver office of Gibson Dunn and a member of the firm’s Litigation Department. She specializes in leading complex discovery and representing clients in jury trials, bench trials, and arbitrations across the country. Jennifer has experience in a wide range of subjects, including antitrust, insurance, health care, technology, environmental, labor and employment, class actions, and legal malpractice.

Her representative matters include:

  • Represented leading technology company in high-profile antitrust lawsuit that went to a bench trial in the Northern District of California nine months after filing. Lead member of discovery team that handled complex e-discovery issues and key member of trial team, including second-chairing witness exams. Also represented the company in a related class action in California state court and another lawsuit alleging various state court claims, including false advertising and unfair competition.
  • Represented national insurance company in highly publicized month-long trial relating to confirmation of a bankruptcy plan filed by the insured. Took several trial depositions.
  • Represented aerospace company in various class action lawsuits alleging negligence in connection with the Woolsey Fire. Lead associate on defensive discovery efforts, including all responses, document productions, and meet and confers, and managing multiple expert workstreams.
  • Represented health insurer in arbitration where provider alleged underpayment of claims. Lead counsel for day-to-day case management and active role in overall case strategy.
  • Represented leading e-commerce company in a class action wage and hour lawsuit in California.
  • Represented law firm against claims that it aided and abetted an accounting firm’s use of illegal tax shelters for its clients over two decades ago. Involved in drafting a motion for summary judgment that was granted in one matter and motions to dismiss that were granted in two others. Continued representation during appeals.
  • Represented technology company in responding to various European Commission antitrust investigations.
  • Represented software company in two-week arbitration regarding contract dispute, including second-chairing witness exams, working with experts, and developing opening statement and closing argument.
  • Represented utility company in disputes with two transit agencies regarding payment for relocation of utility pipelines due to transportation projects. Analyzed complex factual issues regarding property ownership and heavily involved in drafting various briefs at both the trial court level and on appeal.
  • Represented health insurer against claims for breach of contract, fraud, insurance bad faith, and RICO in the Central District of California, including drafting a motion to dismiss that was granted in full.
  • Represented telecommunications company in lawsuit alleging various causes of action related to alleged theft of cryptocurrency, including drafting motion to dismiss.
  • Represented commercial trucking company in wrongful death lawsuit in New Mexico state court. Led discovery efforts, including defending depositions of individual and corporate witnesses and managing all aspects of written discovery and document productions.
  • Represented telecommunications company in breach-of-contract lawsuit involving carriage of independent networks on television.
  • Represented health insurer in a four-week jury trial in California state court in 2016, resulting in the jury awarding the insurer $37.4 million against a group of 10 defendants—individuals and surgery centers—who had conspired to create and run a sophisticated insurance fraud scheme.
  • Represented technology company in various contract disputes with licensors. Drafted various dispositive motions, including oppositions to anti-SLAPP motions and demurrers.

Outside of the courtroom, Jennifer is committed to serving her community and maintains an active pro bono practice. Representative pro bono matters include:

  • Traveled to Kenya with Lawyers Without Borders to train 120 Kenyan advocates and judges on the best ways to successfully bring to trial claims under Kenya’s Wildlife Conservation and Management Act. Recipient of the firm’s “Most Inspiring Pro Bono Project” award in 2015.
  • Represented non-profit preschool for children with disabilities against claims of employment discrimination.
  • Represented two minors from El Salvador in removal proceedings, including appearances in state court where two different judges issued orders making Special Immigrant Juvenile Status findings.

Jennifer received her law degree from UCLA School of Law in 2014, where she received Order of the Coif for graduating in the top 10% of her class. Jennifer earned her Bachelor of Science in Marketing and Management from the Leonard N. Stern School of Business at New York University in 2008, graduating with the Founders’ Day Award. During her undergraduate career, Jennifer studied abroad at NYU in Florence and at the University of Melbourne.

Jennifer is admitted to practice law in the states of California and Colorado.

Jessica Kinnamon is an associate in the Dallas office of Gibson Dunn. She is a member of the firm’s Appellate and Constitutional Law practice group.

Before joining the firm, Jessica served as a law clerk to Judge James C. Ho of the U.S. Court of Appeals for the Fifth Circuit and Judge Eric E. Murphy of the U.S. Court of Appeals for the Sixth Circuit.

Jessica graduated summa cum laude from the University of Kansas School of Law, where she served as a Comment Editor for the Kansas Law Review and an Executive Board Member of the Moot Court Council.  She was a recipient of the Rice and J.L. Weigand, Jr., Notre Dame Legal Education Trust scholarships, a member of the Order of the Coif, and was awarded the Jack E. Dalton Legal Writing Award for demonstrating excellence in legal writing.

Jessica earned her Bachelor of Arts degree from Yale University, where she majored in Ethics, Politics, and Economics. She also competed on the Yale Women’s Basketball team.

Jessica is a member of the Texas bar.

Jed Greenberg is an associate in the Dallas office of Gibson, Dunn & Crutcher, where he currently practices in the firm’s Litigation Department.

Before joining Gibson Dunn, Jed served as a law clerk to the Honorable James C. Ho of the U.S. Court of Appeals for the Fifth Circuit.

Jed earned his J.D. with honors from the University of Chicago Law School in 2024. He graduated from Rice University in 2019 with a Bachelor of Arts in Political Science.

Jed is admitted to practice in Texas.

Katie Zavadski is an associate attorney in the New York office of Gibson, Dunn & Crutcher. She is a member of the firm’s Litigation Department. 

From 2024 to 2025, Katie served as a law clerk to the Honorable Eric N. Vitaliano in the United States District Court for the Eastern District of New York.  While in law school, Katie served as a judicial extern to the Honorable Diane Gujarati of the United States District Court for the Eastern District of New York and as a summer law clerk at the Federal Reserve Bank of New York. 

Katie earned her Juris Doctor, cum laude, from the New York University School of Law, where she was Managing Editor of the NYU Law Review. She was named the winner and best oral advocate of the 2022 Marden Moot Court, a school-wide competition, by a panel of federal appellate judges. 

She also participated in NYU Law’s Federal Appellate Clinic, where she argued a habeas appeal in front of the U.S. Court of Appeals for the 6th Circuit. Upon graduation, she was awarded the Vanderbilt Medal for service to the NYU School of Law and the Compliance and Enforcement Prize for her work with the Program on Corporate Compliance and Enforcement. 

Katie graduated from Harvard University with an A.B. in Comparative Religion, cum laude in field, in 2013. She also holds a master’s in Religious Studies from New York University. Katie worked as an investigative journalist prior to law school. 

Katie is admitted to practice in the State of New York.

Kelly Herbert is a litigation associate in the New York office of Gibson, Dunn & Crutcher, where she is a member of the firm’s Litigation Practice Group.  Her practice focuses on high-stakes complex commercial litigation, class actions, privacy and data innovation, labor and employment, appellate matters, and internal, regulatory, and government investigations.  Kelly has advised a broad spectrum of clients—including Fortune 500 technology companies, and major players in the banking, finance, consumer goods, healthcare, fintech and consulting sectors—on complex matters that are often mission-critical and reputationally significant.

Kelly has been recognized in Best Lawyers: Ones to Watch® in America, a distinction that reflects her growing influence in the legal field, since 2023. She also maintains a robust pro bono practice, with a focus on immigration, voting rights, racial justice, and LGBTQ+ advocacy.

Kelly earned her J.D., magna cum laude, from Fordham University School of Law in 2015, where she was elected to the Order of the Coif.  She currently serves as co-chair of Fordham Law’s LGBTQ+ Alumni Affinity Group.  She received her B.A. from Pace University in 2006, where she played a key role in founding the LGBTQA and Social Justice Center on the New York City campus. She now serves as Chair of Pace University’s Alumni Association Leadership Council.  Kelly has also been recognized for her leadership and impact with several prestigious awards, including the Fordham Law’s 2022 Rising Star Award, the 2018 Michael B. Davis–Elyse Hilton Alumni Award, and recognition in Fordham Law’s 100 Years of Women celebration.  She also received Pace University’s 2016 Trailblazer Award for her pioneering contributions to social justice and LGBTQ+ advocacy. 

Within Gibson Dunn, Kelly is co-chair of the New York LGBTQ+ Subcommittee, and serves on the Associate Board of Immigration Equality, a leading LGBTQ+ immigration rights organization.

Kelly is admitted to practice in New York, the Supreme Court of the United States, as well as before the U.S. Courts of Appeals for the Ninth, Tenth, and Eleventh Circuits, and the U.S. District Courts for the Southern and Eastern Districts of New York.

Ashlyne J. Polynice is an associate in the New York office of Gibson, Dunn & Crutcher, where she currently practices in the firm’s Securities Regulation and Corporate Governance practice group.

She received her Juris Doctor, cum laude, from Howard University School of Law in 2021 where she served as Editor-in-Chief of the Howard Human & Civil Rights Law Review. Ashlyne received her Bachelor of Arts degree in English Literature, summa cum laude, from Fordham University in 2014.

Prior to joining Gibson Dunn, Ashlyne was an associate in the capital markets group at Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Ashlyne is admitted to practice in the State of New York.

Alison Friberg is Of Counsel in the Washington, D.C. office of Gibson Dunn. She is a member of the firm’s Antitrust and Competition Group.

Alison’s practice focuses on criminal and civil antitrust investigations. Alison represents companies and individuals involved in investigations by competition enforcement authorities, conducts confidential internal investigations, and advises clients with respect to corporate compliance.

Most recently, Alison served as a trial attorney in the U.S. Department of Justice’s Antitrust Division, where she investigated and litigated antitrust matters involving price fixing, bid rigging, customer allocation, no-poach agreements, and other related offenses. Alison also served on the Antitrust Division’s Procurement and Collusion Strike Force. As part of that role, she trained government procurement officials and law enforcement agents about the detection, prevention, and investigation of antitrust violations. Prior to her government service, Alison was an associate at Gibson Dunn focusing on antitrust investigations.

Alison received her law degree from the University of Virginia School of Law, where she served as Development Editor for the Journal of Law and Politics. She received her undergraduate degree from the University of Maryland.

Mckenzie Robinson is an associate in the Los Angeles office of Gibson Dunn. She currently practices in the firm’s Litigation Department.

Before joining the firm, Mckenzie served as a law clerk to the Honorable Kenneth K. Lee of the United States Court of Appeals for the Ninth Circuit and the Honorable John W. Holcomb of the United States District Court for the Central District of California.

Mckenzie graduated from the University of California, Berkeley, School of Law in 2023. While in law school, she served as the Senior Supervising Editor of the California Law Review, worked as a research assistant for Dean Erwin Chemerinksy, and competed on the Trial Team. She also externed for the Honorable Jon S. Tigar of the United States District Court for the Northern District of California.  Mckenzie was a semifinalist in the James Patterson McBaine Moot Court Competition, for which she also won a Best Brief award. She was elected to Order of the Coif and Order of Barristers, and she received the Stephen Finney Jamison Prize, which is awarded annually to the graduating student with the best combined record of academic and advocacy excellence.

Prior to law school, Mckenzie worked as a paralegal in the Antitrust Division of the United States Department of Justice and as a special assistant in the Office of the Associate Attorney General. She graduated cum laude from Kenyon College in 2018 with a bachelor’s degree in English and Economics.

She is admitted to practice law in the State of California.

Alex Ogren is an associate in the Washington, D.C. office of Gibson Dunn. He practices in the Litigation Department.

Alex has experience in a wide range of commercial litigation disputes at all stages of litigation. He helped secure a complete defense to trade secret misappropriation claims in an arbitration brought by a major software company against a former licensee, as well as the dismissal of a shareholder lawsuit regarding Carvana’s capital structure. He has also represented companies in a number of antitrust disputes, including LIV Golf in major antitrust litigation against the PGA Tour, a large third-party tech company as part of the state and federal monopoly claims against Google, and an energy company in state antitrust claims brought by a competitor. He has also advised clients on litigation risk associated with proposed ballot initiatives, potential antitrust claims, and environmental regulation compliance.

Alex also maintains an active pro bono practice, which has included Supreme Court briefing to secure the release of the recording of the landmark trial finding Proposition 8 unconstitutional and for several immigration matters, successfully obtaining asylum for a family of Afghan refugees, and ongoing advising for domestic violence protection and other immigration petitions.

Prior to joining Gibson Dunn, Alex clerked for the Honorable William Kayatta, Jr., of the United States Court of Appeals for the First Circuit.

He received his Juris Doctor, magna cum laude, from Northwestern Pritzker School of Law, where he was an executive editor for the Northwestern University Law Review. He was also a licensed student attorney in Northwestern’s Supreme Court Clinic, where he participated in cert and merits stage briefing for several cases. Alex graduated summa cum laude from the University of Tennessee, Knoxville, studying economics and political science.

He is admitted to practice in the State of California, the State of Maryland, and the District of Columbia.

Rory Curtis is an associate in the New York office of Gibson Dunn. He is a member of the Litigation Department as well as the Privacy, Cybersecurity and Data Innovation and Artificial Intelligence Practice Groups.

Rory’s practice focuses on advising clients on matters relating to data privacy, artificial intelligence, online safety, cybersecurity, and new areas of digital regulation, including in the context of regulatory compliance counselling, investigations, litigation and complex corporate transactions. Rory advises clients on compliance with the California Consumer Privacy Act (CCPA), the Federal Trade Commission Act (FTC Act), the Children’s Online Privacy Protection Act (COPPA), and other state and federal laws relating to privacy, artificial intelligence, online safety and cybersecurity.

Rory also helps clients in meeting their obligations under European regulations. Having also worked as an attorney in Ireland, Rory has vast experience advising international clients on the General Data Protection (GDPR), particularly on matters relating to international data transfers, data processing agreements, transparency, law enforcement requests and data subject rights. He has worked on several regulatory investigations undertaken by the Irish Data Protection Commission (DPC). In addition, he has significant expertise in assisting his clients with managing risks under emerging areas of technology regulation in Europe, including the Digital Operational Resilience Act (DORA), the Digital Services Act (DSA), and the Artificial Intelligence Act (AI Act).

Rory received his law degree (BCL) from the University College Dublin (UCD) Sutherland School of Law in 2018. At UCD, Rory was a member of the editorial board for the UCD Law Review. Rory graduated from Cambridge University in 2020 with a Master of Laws (LLM).

Rory is admitted to practice in the State of New York and in Ireland.

Prior to joining Gibson Dunn, Rory was an associate in the Technology & Innovation practice group in Arthur Cox in Dublin, Ireland.

Jérôme Delaurière is a partner in the Paris office of Gibson Dunn and a member of the firm’s Tax and Real Estate Practice Groups.

Jérôme has advised international companies and investment funds with respect to the tax structuring of various French and international mergers and acquisitions transactions, restructuring transactions, private equity/venture capital transactions, and structured finance transactions. He worked on the first industrial LBO financed in France in a Shari’ah compliant manner.

Jérôme has significant experience in the context of complex restructuring of French subsidiaries of foreign investors, recapitalization, and optimization of the use of carry forward tax losses. He is accustomed to obtaining complex tax rulings for international and French clients. He advises many clients in the context of tax audits and disputes with the French tax authorities

He is used to advising private equity funds in the context of management package structuring in favor of key managers and employees in an international context.

Jérôme is currently advising major French, European, and American real estate investment funds with respect to the structuring and completion of their investments in France in the context of asset deals, share deals, VEFA agreements, and property trader transactions.

Chambers Europe ranks Jérôme for Tax, and clients report that he is a “very diligent tax lawyer.” Previous editions mentioned that he “has a quick and good understanding of business and sector issues. He’s great on deal structuring but also on follow-up work during holding periods of investments.” Clients also describe Jérôme as “extremely technical but very flexible,” highlighting his “specialist knowledge” in the area. Previous editions have also stated that “[he] is very talented, available and creative”.

Jérôme is also recommended by The Legal 500 EMEA and has been described over the years as “highly recommended”; “highly knowledgeable”; “excellent and responsive” and able to provide a “level of service beyond what a client could hope for”.

Jérôme is also consistently recommended in the The Tax Directors Handbook and Best Lawyers in France .

Admitted to the Paris Bar, Jérôme received a DESS – DJCE (master’s degree) in tax from the University of Caen Basse-Normandie in 1997. He teaches international tax treaty law at the University of Caen. Jérôme also frequently writes on French and international tax matters and his work regularly features in publications such as Option Finance, Tax Notes International and Worldwide Tax Daily/Tax Analysts. He is a member of the IACF, the French Institute of Tax Lawyers.

He speaks French and English fluently.