Seth Kerschner

Recent matters include the representation of:

• Microsoft on a carbon removal offtake transaction with Ørsted that involved one million tonnes of carbon dioxide to be sequestered in connection with Ørsted 's straw-fired Avedore station and carbon capture and storage project in Denmark;
• Hess Corporation in its $750 million purchase of 37.5 million jurisdictional carbon credits from Guyana in one of the largest-of-its-kind deals aimed at protecting forests to combat climate change. This milestone nature based solutions transaction involved the first time a country was issued carbon credits on the ART (Architecture for REDD+ Transactions) registry specifically designed for the voluntary and compliance carbon markets for successfully preventing forest loss and degradation;
• Hertz Global Holdings, Inc. (OTCPK:HTZGQ) in the US$7.22 billion reorganization and recapitalization of the company in the context of the company's Chapter 11 proceedings.
• A multinational European-based oil & gas company in matters relating to climate change and energy transition, including climate change litigation pending in California.
• A global battery recycler in assessing and managing sustainability risks and opportunities.
• A foreign government in connection with negotiating and implementing the Paris Agreement, an international climate change agreement.
• A major US corporation in litigation arising from the Lower Passaic River Superfund Site.
• Aramco in its:
  • US$2.65 billion acquisition of Valvoline Inc’s global products business; 
  • US$25.6 billion initial public offering; and
  • acquisition of a 70 percent equity interest in Saudi Basic Industries Corporation for US$69.1 billion.
• Macquarie Infrastructure Corp. in its:
  • US$4.475 billion sale of its Atlantic Aviation business to KKR;
  • US$514 million sale of the MIC Hawaii businesses to Argo Infrastructure Partners, LP;
  • US$2.685 billion sale of International-Matex Tank Terminals, a bulk liquid terminals business, to Riverstone Holdings LLC;
  • sale of Bayonne Energy Center, a power generation facility in New Jersey; and
  • acquisition of a portfolio of seven oil terminals in the US Southeast and Southwest.
• Dominus Capital, L.P. in the:
  • sale of its portfolio company, Masterbuilt Holdings LLC, a leader in outdoor residential grilling and cooking under the Kamado Joe and Masterbuilt brands, to the Middleby Corporation (NASDAQ:MIDD), a global leader in the foodservice equipment industry;
  • acquisition of Seaga Midco, Inc., a leading vending machine manufacturer based in Illinois;
  • sale of its portfolio company, BluSky HoldCo Restoration Contractors, LLC, a leading provider of restoration services to commercial properties nationwide, to an affiliate of Partners Group, a global private market firm, and Kohlberg & Company, a New York-based investment firm;
  • acquisition of Surface Preparation Technologies, LLC, the country's leading provider of rumble strips and related roadway safety services;
  • acquisition of Lockmasters, Inc., a manufacturer and distributor of locks, doors and related hardware components and provider of related education and training classes;
  • acquisition of EMPG Holding Company; and
  • acquisition of BluSky Restoration Holdings LLC.
• Quad-C Management, Inc. in its:
  • US$1.2 billion sale of AIT Worldwide Logistics Holdings, Inc., a leading global provider of transportation and logistics solutions, to The Jordan Company;
  • sale of its investment in EFC International, a leading value-added distributor of highly engineered specialty fasteners to the automotive and industrial end-markets;
  • acquisition of Village Gourmet Holdco, LLC and its subsidiaries, specialty producers of fine meat and snacking options;
  • acquisition of a majority interest in Boulder Scientific Company, LLC, a company that develops and manufactures specialty chemicals; and
  • investment in Pharm-Olam International, Ltd.
• Calpine Corporation in its:
  • US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors; and
  • sale of the Garrison Energy Center, a 325 MW combined cycle plant located in Delaware, and RockGen Energy Center, a 503 MW peaker located in Wisconsin.
• Clients in dozens of renewable energy transactions, including:
  • Korea Hydro & Nuclear Power Co., Ltd., Alpha Asset Management, Sprott Korea Investment, Hana Financial Investment and Korea Investment & Securities, as a consortium, in a US$1.5 billion acquisition of a 49.9% stake in a wind farm portfolio from Brookfield Renewable and Invenergy LLC.
  • B. Riley Principal Merger Corp. II, a SPAC, in its US$550 million business combination with Eos Energy Services LLC, a leading manufacturer of zinc hybrid cathode battery energy storage systems.
  • EnCap Investments L.P., a leading private equity firm specializing in the energy industry, in its sale of a 50 percent stake in Broad Reach Power LLC, one of the premier independent utility-scale energy storage and renewable energy platforms in the United States and a portfolio company of EnCap, to affiliates of Apollo Global Management, Inc.
  • Masdar in its acquisition of a 50 percent stake from EDF Renewables, Inc., in six solar and wind farm assets spread across the states of California, Nebraska and Texas. The entire portfolio of assets represents a total capacity of approximately 1.6 GW, making this one of the largest acquisitions of renewable assets in North America in 2020.
  • Calpine Corporation on the US$1.1 billion Climate Bond Certified financing for its wholly owned subsidiary Geysers Power Company ("GPC"). GPC owns 13 geothermal power plants at The Geysers, which is the largest complex of geothermal power plants in the US and is responsible for providing almost one-tenth of the renewable power produced in California every year.
  • A sovereign fund in the ongoing, proposed acquisition of a cash equity interest in five solar projects in North Carolina with a combined capacity in excess of 300 MW.
  • Masdar on its acquisition of John Laing Group's stakes in two wind farms in the United States (the Rocksprings wind farm in Texas and the Sterling wind farm in New Mexico). The deal is Masdar's very first North American renewable energy investment.
  • Mizuho and KDB as lead arrangers in connection with the project financing for a 60 MW solar PV project with a 30 MW battery storage located in Guam.
• Sempra Energy, a Fortune 500 energy services holding company, in the:
  • US$3.37 billion sale to KKR of a non-controlling, 20 percent interest in Sempra Energy's new business platform, Sempra Infrastructure Partners, which integrates Sempra LNG, a leading developer of liquefied natural gas export infrastructure with IEnova (Infraestructura Energetica Nova, S.A.B. de C.V.), one of the largest private energy companies in Mexico. The transaction values Sempra Infrastructure Partners at approximately US$25.2 billion, including expected asset-related debt at closing of US$8.37 billion;
  • US$2.23 billion sale of Sempra's Chilean businesses to a China-based company engaged in construction and operation of power grids;
  • sale of Sempra's equity interests in its Peruvian businesses, including its 83.6 percent stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co., Limited for US$3.59 billion;
  • US$1.275 billion acquisition by Oncor Electric Delivery Company LLC, a subsidiary of Sempra, of InfraREIT, Inc., which owns electrical power lines, substations and transmission towers in Texas; and
  • acquisition by Sempra of a 50 percent limited partnership interest in a holding company that will own Sharyland Utilities, LP, a Texas-based electric transmission utility owned by members of the Hunt Family.
• Soaring Eagle Acquisition Corp. (NASDAQ: SRNG), a SPAC, in its US$15 billion business combination with Ginkgo Bioworks, Inc., a synthetic biology company, which uses technology to program cells for a potentially wide variety of uses, including fragrances and sweeteners, as well as mRNA vaccines and animal-free proteins.
• CVC Capital Partners in a consortium of investors in the US$3.5 billion investment for a 22.55% stake in Authentic Brands Group LLC, a brand management company and owner of a portfolio of brand name companies.
• dMY Technology Group, Inc. IV (NYSE: DMYQ), a SPAC, in its US$2.8 billion acquisition of Planet Labs Inc., a leading provider of daily data and insights about Earth.
• Golden Nugget Online Gaming, Inc. (NASDAQ: GNOG) and the Special Committee of its Board of Directors in the US$1.56 billion acquisition of GNOG by DraftKings Inc., a leading digital sports entertainment and gaming company.
• Pernod Ricard SA, the world's second-largest producer of wines and spirits, in its:
  • acquisition of Firestone & Robertson Distilling, owner of the TX brand, a leading whiskey portfolio headquartered in Fort Worth, Texas; and
  • acquisition of a majority interest in Rabbit Hole Spirits, LLC, a US premium bourbon brand.
• DIC Corporation, a Japanese fine chemicals company, and its US subsidiary Sun Chemical Corporation, in connection with DIC's €1.15 billion acquisition of BASF's global pigments business, known as BASF Colors & Effects.
• D8 Holdings Corp. (NYSE: DEH), a SPAC, in its US$1.1 billion business combination with Vicarious Surgical Inc., a next-generation robotics technology company seeking to improve both cost and efficiency of surgical procedures as well as patient outcomes.
• B. Riley Principal 150 Merger Corp. (NASDAQ: BRPM), a SPAC, in its US$1.0 billion business combination with FaZe Clan, Inc., a leading US gaming, lifestyle and digital content platform.
• Eco-Bat Technologies on the acquisition of Promesa, a battery recycling business in Germany near the first German Tesla factory and Germany's biggest lithium battery factory, both still under development.
• Motiva Enterprises in connection with its acquisition of Flint Hills Resources' chemical plant in Port Arthur, Texas.
• Occidental Petroleum Corporation in its US$825 million sale of onshore oil and gas assets in Colombia to The Carlyle Group.
• Helix Acquisition Corp. (NASDAQ: HLXA), a SPAC, in its US$230 million business combination with MoonLake Immunotherapeutics AG, a clinical-stage biotechnology company focused on creating next-level therapies for inflammatory skin and joint diseases.
• Saudi Refining Inc. (SRI), a wholly owned subsidiary of Saudi Aramco, in the discontinuation of Motiva Enterprises LLC (Motiva) and the division of Motiva's assets, liabilities, and businesses between SRI and affiliates of its joint venture partner, Royal Dutch Shell PLC.
• Harvest Partners, LP in its sale of Neighborly, a holding company of 21 service brands focused on repairing, maintaining and enhancing consumers’ homes and businesses via various online platforms, to Kohlberg Kravis Roberts & Co. L.P.
• Harvest Partners in the remediation of properties owned and operated by TruckPro Holding Corporation, one of the nation's largest independent distributors of heavy-duty truck and trailer parts, and in the subsequent sale of TruckPro Holding Corporation to an affiliate of Platinum Equity.
• Cobepa S.A. in the acquisition of MicroConstants Inc., a San Diego-based contract research organization, by BioAgilytix Labs, LLC, a portfolio company of Cobepa.
• Conservation Law Foundation's environmental enforcement program in Clean Water Act litigation throughout New England.
• Antin Infrastructure Partners in the US$1.25 billion acquisition of Veolia Group's district energy assets in the United States, which is comprised of steam, hot and chilled water and electricity production plants, including cogeneration plants, and 13 networks in 10 US cities.
• CITIC Capital in its US$770 million acquisition of GNC Holdings Inc. through its subsidiary Harbin Pharmaceutical Group Holding Co., Ltd. pursuant to Section 363 of the United States Bankruptcy Code.
• Neighborly, the world's largest franchisor of home service brands and a portfolio company of Harvest Partners, LP, in its acquisition of Precision Door Service, the leading garage door repair franchise in the United States.
• Mill Rock Capital in the acquisition of Trojan Lithograph Corporation, a US-based provider of high-end, graphic paper packaging.
• Avon Rubber p.l.c., a leading provider of life-critical personal protection systems to military and first responder markets, in its US$130 million acquisition of Team Wendy, LLC, a leading supplier of critical protective systems including helmets and helmet liner and retention systems for military and first responders.
• Valmet Corporation, the leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries, in its EUR 64 million acquisition of PMP Group, a Polish provider of technologies and services for the paper industry.
• Brookfield Infrastructure, its institutional partners and GIC, Singapore's sovereign wealth fund, on the US$8.4 billion acquisition of Genesee & Wyoming Inc., a freight railroad owner and operator based in the United States.
• Pfizer Inc., as environmental counsel, in connection with Pfizer's agreement with GlaxoSmithKline to create a consumer healthcare joint venture with global sales of approximately US$12.7 billion.
• Morgan Stanley Infrastructure Partners (MSIP) on the acquisition, through funds managed by MSIP, of Seven Seas Water, a leader in Water-as-a-Service solutions (WaaS®).
• Carlyle Power Partners in the US$590 million acquisition of three natural gas-fired generation facilities in New England, known as Bridgeport Energy, Tiverton Power and Rumford Power.
• Vale S.A., a Brazilian mining company and the largest producer of iron ore and nickel in the world, in its US$550 million acquisition of Ferrous Resources Limited, a mid-sized iron ore company in Brazil.
• HOVENSA LLC, a joint venture formed by Hess Corporation and Petróleos de Venezuela, in the sale of substantially all of its US Virgin Islands petroleum terminal and refining assets.
• AIT Worldwide Logistics Holdings, Inc., a portfolio company of Quad-C Management, Inc., in its add-on acquisition of Unitrans Holdings, Inc., an international transportation and logistics provider.
• Flying Eagle Acquisition Corp. (NYSE: FEAC), a SPAC, in its US$4.3 billion business combination with Skillz Inc., a mobile-gaming company based in California.
• Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in its US$2.642 billion acquisition of HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc., a leading distributor of hardware and home improvement products, personal protective equipment and robotic kiosk technologies, from CCMP Capital Advisors, LP.
• ION Acquisition Corp 1 Ltd. (NYSE: IACA), a SPAC, in its US$2.6 billion business combination with Taboola.com Ltd., an Israeli private company and a global leader in powering recommendations for the open web.
• Fusion Acquisition Corp. (NYSE: FUSE), a SPAC, in its US$2.2 billion business combination with MoneyLion Inc., America's leading digital financial platform.
• HighCape Capital Acquisition Corp. (NASDAQ: CAPA), a SPAC sponsored by HighCape Capital LP, a healthcare growth equity fund, in its US$1.46 billion business combination with Quantum-Si Incorporated, a pioneer in next generation semiconductor chip-based proteomics.
• An affiliate of Morgan Stanley Infrastructure in its US$1.3 billion acquisition of SpecialtyCare, Inc., a leading national platform with an established network for providing outsourced clinical services to hospital operating rooms and provider of perfusion, intraoperative neuromonitoring and surgical services.
• FG New America Acquisition Corp. (NYSE: FGNA), a SPAC, in its US$800 million business combination with Opportunity Financial, LLC, a leading financial technology platform that focuses on helping middle income, credit-challenged consumers build a better financial path through affordable personal loans.
• Deerfield Healthcare Technology Acquisitions Corp. (NASDAQ: DFHT), a SPAC, in its US$614 million business combination with CareMax Medical Group, L.L.C. and IMC Medical Group Holdings LLC, creating a technology-enabled care platform providing value-based care and chronic disease management to seniors.
• AutoLotto, Inc., a leading platform to play the lottery online, in its US$526 million business combination with Trident Acquisitions Corp. (NASDAQ: TDACU, TDAC, TDACW), a SPAC.
• FS Development Corp. II (NASDAQ: FSII), a SPAC, in its US$276.2 million business combination with Pardes Biosciences, Inc., an early stage biopharmaceutical company developing a potential direct-acting, oral antiviral drug to treat and prevent SARS-CoV-2 infections.
• 
  PRO Unlimited Global Solutions Inc., a leader in contingent workforce management solutions and jointly held portfolio company of Harvest Partners, LP and Investcorp International, Inc., in the sale of PRO Unlimited to EQT.
• NovaQuest Capital Management LLC in its acquisition of Spectra Medical Devices, Inc., a leading manufacturer of procedural needles and distributor of generic injectable drug products.
• PRO Unlimited, a Harvest Partners portfolio company, in its acquisition of PeopleTicker, a leading independent compensation software company.
• CVC Capital Partners in its:
  • US$1.8 billion acquisition of ConvergeOne Holdings, Inc. (NASDAQ: CVON);
  • US$1.425 billion acquisition of PDC Brands, a beauty and personal care products company;
  • acquisition of a majority interest in ExamWorks, a global leader in independent medical examinations, peer reviews, document management, and related services;
  • acquisition of a majority stake in MedRisk, a leading provider of managed physical medicine services for the workers' compensation industry in the United States;
  • acquisition, with minority co-investor Caisse de dépôt et placement du Québec (CDPQ), of a majority stake in the international agencies of BlueFocus Intelligent Communications Group Co., Ltd., a leading publicly-traded Chinese marketing services conglomerate; 
  • majority investment in Vitech Systems Group, a provider of cloud-based financial administration solutions; and
  • acquisition of Mediaocean, the leading global omnichannel advertising platform.
• ICR, LLC, a global leader in strategic communications and advisory services, on a significant investment in ICR by Caisse de dépôt et placement du Québec (CDPQ). CDPQ will join with existing shareholders Investcorp International, Inc. and the ICR management team.
• Caisse de dépôt et placement du Québec (CDPQ), a global investment group managing funds for public retirement and insurance plans, in its acquisition of a majority ownership in Wizeline, Inc., a global technology services provider.
• DIF Capital Partners, a leading global independent infrastructure investment fund manager, through its fund DIF Infrastructure VI, in its acquisition of Bernhard LLC, the largest privately owned Energy-as-a-Service (EaaS) solutions company in the United States, from an affiliate of Bernhard Capital Partners.
• Mill Rock Packaging Partners LLC and its affiliates in its acquisition of All Packaging Company, a cartons manufacturing company.
• Macquarie Infrastructure Partners in the acquisition of Netrality Data Centers from funds managed by Abrams Capital Management. Netrality owns and operates carrier hotel facilities, which act as data connectivity hubs for customers needing connectivity across multiple fiber networks, as well as colocation, powered shell, and wholesale data center solutions.
• Macquarie Infrastructure Partners II in the US$1.212 billion sale of Gadus Holdings Corporation, the parent company of WCA Waste Corporation, to GFL Holdco (US), LLC, a subsidiary of GFL Environmental Inc.
• Lantheus Holdings, Inc. in the US$500 million acquisition of Progenics Pharmaceuticals, Inc.
• Outbrain, a leading digital advertising platform, in its merger with Taboola, creating a combined company with revenue of more than US$2 billion.
• NTT DATA, Inc., a recognized leader in global technology services, in its acquisition of Net eSolutions Corporation, a provider of digital design and transformation services for US Department of Health and Human Services.
• I Squared Capital Advisors (US) LLC in its acquisition of Star Leasing, a leading trailer lessor in the United States.
• I Squared Capital Advisors and its portfolio company American Intermodal Management in a joint venture with Castle & Cooke Investments and its portfolio company Flexi-Van Leasing, whereby AIM will be combined with Flexi-Van, the third-largest marine chassis provider in the United States.
• LifePoint Health, Inc. in its US$5.6 billion merger with RCCH HealthCare Partners.
• Brookfield Asset Management in its CAD$4.3 billion acquisition of Enercare Inc.
• Summa Equity AB in its acquisition of Olink Proteomics Holding AB, a Swedish life science company.
• Anthem, Inc. in the:
  • acquisition of Beacon Health Options, the largest independently held behavioral health organization in the US; and
  • acquisition of myNEXUS Inc., a post-acute benefits management company focused on delivering innovative home and community-based product offerings.
• SodaStream International Ltd., in its US$3.2 billion sale to PepsiCo, Inc.
• L2 Brands, LLC, a manufacturer of premium collegiate apparel and accessories, in its acquisition of L & W Apparel, LLC.
• Fortis Inc. in its on its issuance of US$2 billion notes and its US$11.3 billion acquisition of ITC Holdings Corp., an electric transmission company operating in the Great Lakes and Great Plains regions.
• Hess Corporation on the environmental aspects of its US$1.8 billion notes offerings.
• ION Acquisition Corp 2 Ltd. (NYSE: IACB), a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement.
• Altria Group, Inc. in the US$1.2 billion sale by its subsidiary, UST LLC, of its Ste. Michelle Wine Estates (Ste. Michelle) business to Sycamore Partners Management, L.P.
• China Three Gorges Corporation in its US$1.2 billion acquisition of Duke Energy's assets in Brazil.
• Grupo Verzatec in its pending US$360 million acquisition of the engineered materials business of Crane Co.
• Triton Partners in the acquisition of WernerCo, a Switzerland-based fully integrated international manufacturer and distributor of ladders, secure storage systems and light duty construction equipment.
• SDIC Fund Management Co., Ltd. in its agreement to acquire an ownership stake in Maxwell Technologies, Inc.
• NTT DATA, Inc., a recognized leader in global information technology services, in its acquisition of Nexient, LLC, a US-based software services firm.
• Harvest Partners in its acquisition of PRO Unlimited, a provider of contingent workforce management services and software.
• Certares LP in the acquisition of Guardian Alarm and Guardian Medical Monitoring.
• Azelis Americas, LLC, a specialty chemicals and food ingredients distributor in North America, in its acquisition of Vigon International, Inc., a leading US specialty distributor and manufacturer of ingredients for the flavors, fragrances and cosmetics market segments.
• Dynegy Inc. in the purchase by its wholly-owned subsidiary, Dynegy Zimmer of AEP Generation Resources Inc.'s interest in the Wm. H. Zimmer Generating Station; and in the sale by Dynegy's wholly-owned subsidiary, Dynegy Conesville, LLC of its interest in the Unit 4 Conesville Generating Station to AEP.