Fred is an experienced corporate transactional lawyer, having being lead attorney or a team member on numerous: - mergers and acquisitions, asset and stock purchases and dispositions; joint ventures, limited liability company (LLC) operating agreements,
- partnerships, limited partnerships;
- corporate financings (equity and debt), capital market transactions, including private placements;
- organization and start-ups of business enterprises.
In M&A, Fred has led teams of lawyers to the successful closing of over $3 billion of transactions. He has deep experience in all steps of transaction execution, including structuring letters of intent, organizing due diligence and reporting results, negotiating and drafting stock, asset purchase and merger agreements and bringing deals to completion, either in simultaneous or staggered closings. He is well-versed in acquisition techniques and mechanics, such as earn-outs, holdbacks and escrows for liabilities and purchase price adjustment mechanisms. He is accustomed to working in coordination with tax attorneys to structure acquisition and disposition transactions. Following is a list of some of the M&A transactions he has worked on where he represented: - The owners of a customs brokerage business in the sale of their equity ownership to an affiliate of Maersk (2019)
- Con Edison Development in the acquisition of:
- A portfolio of solar and wind power generation projects from Sempra Renewables (2019)
- A wind turbine maintenance services company and a wind turbine project development company based in Minnesota (Nov. 2016);
- Four operating wind projects in Minnesota and Iowa (Dec. 2016);
- A project company owing the development rights for the 95 MW Campbell County Wind Farm is South Dakota; further representation in negotiating equipment supply agreements and balance of plant EPC and O&M contracts (June 2015);
- A project company owning the 20 MW Oak Tree wind farm in South Dakota at the time of commercial operation (Dec. 2014);
- A 50% interest in a 75 MW wind farm in Nebraska just after commercial operation (November 2014);
- a 50% interest in a 250 MW utility scale solar project under construction in Nevada (Copper Mountain Solar 2) and negotiation of 50-50 LLC Agreement with seller (closed March 2014);
- a 50% interest in a 150 MW solar generating plant in Arizona (Mesquite Solar I) and related lender consents (closed September 2013);
- a 50% interest in a solar generating plant in Nevada (closed May 2013) of which 150 MW was completed and an additional 75 MW under construction and negotiation of associated joint venture agreement;
- a 92 MW photovoltaic power plant under construction in central California (July 2012) and the subsequent (October 2012) acquisition of two additional development stage solar projects in the same area, each a 20 MW solar plant, and the subsequent sale of a 50% interest in those projects post-completion (closed May 2014).
- Con Edison Solutions in the acquisition of:
- A project company owing development rights for an 8 MW wind project in Massachusetts (Dec. 2014) and negotiation of turbine supply, O&M and other project agreements;
- a 4 MW distributed wind facility in Ohio (closed November 2013);
- controlling interests in two 4 MW ground-mounted photovoltaic power plants under development in Massachusetts, one under contract with a municipal utility and the other with a university (closed 2012);
- an energy services company specializing in energy efficiency and performance contracting.
- Con Edison Energy in the negotiation and closing of a receivables financing related to a fuel supply agreement;
- A private equity fund in the negotiations for an acquisition of a majority interest in a project company owning a 55 MW biomass power plant in the Southeastern U.S.
- The U.S. subsidiary of a European cement and building materials company in numerous stock and asset purchases of U.S. companies; representation included letters of intent, due diligence and drafting, negotiating and closing stock and asset purchase agreements and associated escrows and holdbacks, as well as the financing instruments (note purchase agreements, acquisition financing).
- The European parent of that company in a $250 million joint venture with a Brazilian cement company for investment in a Brazilian enterprise.
- A French family office in an attempt to gain a controlling interest in a U.S. listed company.
- A major French holding company in the disposition of a U.S. subsidiary in the electronics sector.
- A U.S. utility affiliate in the acquisition of an energy services company.
- A foreign utility company with relation to the acquisition of an interest in a U.S. independent power company, in particular with respect to a possible termination of the acquisition agreement.
- An Italian company in the negotiation of a term sheet and the subsequent due diligence and investment agreement for the acquisition of a majority interest in a company having several large-scale wind farms in Texas under development.
- A French company in the food products industry on the acquisition of the assets of an American competitor from a Chapter 11 bankruptcy proceeding and another French company in the successful acquisition of the assets of a Pennsylvania-based manufacturer of specialty electric switching equipment.
- The U.S. affiliate of a French auto parts manufacturer in the unwinding of a joint venture with a U.S. partner and related asset transfers.
- The U.S. affiliate of a European industrial company in the acquisition by unsolicited tender offer of a company in which it held a minority interest.
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