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Acquisitions, Divestitures and Finance
Complex environmental problems require integrated risk-planning. Our environmental team combines regulatory and policy experience with the firm's knowledge of risk management in development projects, strategic business acquisitions, divestitures, and disclosures.
Issues of environmental liability can become major concerns when assets, businesses or companies are bought or sold. As part of the due diligence process, our lawyers identify environmental liabilities, then structure and document transactions to protect the client's business objectives.
We regularly perform environmental due diligence on domestic and international transactions, including mergers, acquisitions, lending/financing, and real estate ventures. Our team evaluates prior or current business location operations, on-site and off-site disposal practices, and potential liability to or from adjacent property owners. We help clients achieve their strategic objectives while protecting against and allocating risk and liability.
- Handled environmental aspects of the $7 billion acquisition by Apache Corporation of BP's upstream oil and gas operations, acreage, and infrastructure in Western Canada, West Texas, and Egypt, in addition to the environmental components of Apache's stock offering associated with that acquisition. This was the largest oil and gas asset acquisition in U.S. history at the time.
- Negotiated a landmark agreement with EPA, providing that environmental due diligence findings at over 100 U.S. facilities in a $3.5 billion merger of two international chemical companies were eligible for disclosure and penalty relief pursuant to EPA's audit policy, saving millions of dollars in penalties and transactions costs associated with enforcement defense.
- Represented a major oilfield services company regarding environmental issues arising from a corporate merger and the practice of hydraulic fracturing. The representation included response to inquiries and documents request from the U.S. House Energy & Commerce Committee, regulatory advice regarding federal and state requirements for upstream operations, and legislative developments associated with cementing, casing, and hydraulic fracturing.
- Advised on the acquisition and integration of more than 50 facilities acquired in a $1.2 billion acquisition spanning North America, South America, the Caribbean, and Europe, and later assisted in decommissioning dozens of redundant facilities in numerous countries during the post-integration phase, all without precipitating a single environmental enforcement action or an unplanned environmental capital expenditure.
- Represented the agent bank on the environmental aspects of a financing for a newly-formed master limited partnership secured by significant petroleum terminal, pipeline, and other assets.
- Provided comprehensive environmental advice to an energy company based outside the U.S. with respect to the acquisition of a petroleum refinery in the U.S.
- Advised a private equity group regarding the asset purchase of surface and subsurface coal mining operations, including orchestration of environmental, health, and safety (EHS) due diligence and negotiation of purchase and finance agreements.
- Advised a multinational independent liquid terminal operator regarding a potential joint venture involving North American assets, including coordination of affirmative and responsive EHS due diligence and negotiation of joint venture (JV) terms.
- Advised a private equity group regarding the purchase of beef slaughtering, cooking, and packaging operations.
- Conducted environmental due diligence and negotiated environmental terms for the formation of a new worldwide aviation fueling and ground services company with operations at airports throughout the U.S. and Canada.
- Advised on the environmental aspects of a $1.8 billion merger of two fertilizer manufacturers with mines and production facilities in Canada and the U.S., forming one of the world’s largest integrated fertilizer companies.