First State Investment’s Acquisition of 40% Stake in Terra-Gen

Latham & Watkins LLP acted as Energy Capital Partners’ legal counsel, while Mayer Brown LLP, as lead transaction counsel to FSI.

First State Investments, a leading global investor in infrastructure, and Energy Capital Partners, a leading power and renewables private equity investor, announced that First State Investment is acquiring a 40% stake in Terra-Gen from ECP. The firms expect to complete the transaction in the fourth quarter of 2020 or early 2021, subject to regulatory approvals.

Terra-Gen, based in New York, develops, constructs, and operates utility-scale wind, solar, energy storage, and geothermal electrical generation facilities throughout the United States. Terra-Gen’s portfolio spans more than 30 generating facilities located primarily in California, with additional locations in Colorado, Minnesota, Nevada, New York, Texas and Wyoming. The company currently operates more than 1,600 megawatts (MW) of facilities and has more than 3,000 MWs of projects under advanced development.

Energy Capital Partners, founded in 2005, is a North American-focused investor across both equity and credit infrastructure assets, including natural gas power generation, renewables and storage solutions, environmental infrastructure and midstream, emphasizing the transition to clean energy while avoiding the more volatile energy subsectors like exploration and production.

Sydney-based First State Investments, known as First Sentier Investors in Australia, is a global asset manager with approximately US$148 billion managed on behalf of investors worldwide as of June 30, 2020. FSI is a leading manager of infrastructure investments with more than US$8 billion in unlisted infrastructure equity investments and has been actively investing in long life infrastructure businesses since 1994.

Citi and PJ Solomon served as financial advisors to ECP, and Macquarie Capital served as financial advisor to FSI.

Latham & Watkins LLP represented Energy Capital Partners in the transaction with a corporate team led by New York partners David Kurzweil (Picture) and Jane Greyf with New York associates J. David Kim, Karen Song, and Mack Weber. Further advice was provided on finance matters by New York partner Warren Lilien, Los Angeles partner Jeffery Greenberg and Washington, D.C. partner Benjamin Berman, with New York associate Nicole Goldman; on tax matters by New York partner David Raab with New York associate Ronald Moore; on compensation and benefits matters by Washington, D.C. partner David Della Rocca with Washington, D.C. associate Nikhil Kumar; on FERC matters by Washington, D.C. partner Natasha Gianvecchio with Washington, D.C. associate Jamie Blackburn; on CFIUS/Sanctions matters by Washington, D.C. partner Les Carnegie with Washington, D.C. associate Tahura Lodhi; on investment funding matters by New York partner Andrea Schwartzman with Washington, D.C. associate Lauren Ford; on real estate matters by Bay Area partner Robert Frances; on environmental matters by Orange County partner Christopher Norton; on antitrust matters by Washington, D.C. partner Jason Cruise, Washington, D.C. counsel Patrick English with Washington, D.C. associate LIndsey Champlin; and on EU regulatory matters by London partner John Colahan with Washington, D.C. associate Donald Cooley and London associates Anuj Ghai and Laurenz Bove.

The Mayer Brown team advising FSI was led by Corporate & Securities partners Jason Wagenmaker and William Kucera (both Chicago); Tax Transactions & Consulting partner Jeffrey Davis (DC); and Banking & Finance partner Robert Goldberg (Houston).

Involved fees earner: Benjamin Berman – Latham & Watkins; Laurenz Bove – Latham & Watkins; James Breckenridge Blackburn – Latham & Watkins; Les Carnegie – Latham & Watkins; Lindsey Champlin – Latham & Watkins; John Colahan – Latham & Watkins; Donald Cooley – Latham & Watkins; Jason Cruise – Latham & Watkins; David Della Rocca – Latham & Watkins; Patrick English – Latham & Watkins; Robert Frances – Latham & Watkins; Anuj Ghai – Latham & Watkins; Natasha Gianvecchio – Latham & Watkins; Nicole Goldman – Latham & Watkins; Jane Greyf – Latham & Watkins; David Kim – Latham & Watkins; Nikhil Kumar – Latham & Watkins; David Kurzweil – Latham & Watkins; Warren Lilien – Latham & Watkins; Tahura Lodhi – Latham & Watkins; Ronald Moore – Latham & Watkins; Christopher Norton – Latham & Watkins; David Raab – Latham & Watkins; Andrea Schwartzman – Latham & Watkins; Karen Jinmeng Song – Latham & Watkins; Mack Leslie Weber – Latham & Watkins; Jeffrey Davis – Mayer Brown; Robert Goldberg – Mayer Brown; William Kucera – Mayer Brown; Jason Wagenmaker – Mayer Brown;

Law Firms: Latham & Watkins; Mayer Brown;

Clients: Energy Capital Partners; First State Investments International;

Author: Ambrogio Visconti