Acquisitions, Mergers, Divestments and Financing

Real Estate:

Approximately 50% of the Tellus Law Group client base is comprised of international real estate acquisition and private equity investment firms focusing on a full range of multi-tenant industrial properties and assets, office parks, warehousing, and commercial shopping malls.

In this category, we recently represented a client acquiring a desirable parcel in San Diego, which had been occupied by a service station and then an automotive lease, sales and servicing operation for more than 50 years. A portion of the property had a preexisting environmental indemnity from Chevron Corporation, which required transfer and renegotiation, as well as legacy contamination from the automotive servicing operations. Kristin Larson managed the environmental due diligence process including both Phase I and II investigations, amendments to the purchase agreement covering seller responsibilities, obligations and a price reduction. She was able to bracket and control the risk of liability to the client, and also pursued an earlier tenant under a lease indemnification for the legacy contamination.

Major Chemical Company Divestment, “Embedded” Role with Corporate Counsel:

Kristin Larson worked lock-step with corporate counsel team of E. I. du Pont de Nemours (commonly referred to as DuPont) for more than a year supporting a complete evaluation of their coatings business division in preparation for a competitive sale. In this capacity, Ms. Larson completed full environmental, health and safety (EHS) audits of hundreds of facilities in dozens of countries, including manufacturing facilities with long industrial legacies. This work required lock-step coordination with business and real estate teams and other counsel to first disentangle this business unit from the larger company, then drop it into a subsidiary and prepare it for sale. Dozens of unresolved EHS compliance and cleanup matters were identified and brought to closure. We were able package existing EHS matters such that bidders for the business unit could quickly understand and become comfortable. The result was a successful sale of the business unit to Carlyle Group for over $5 billion.

Major Chemical Company Acquisition:

Kristin Larson supported Braskem (Brazil’s largest petrochemical company) in its acquisition of a large Dow Chemical business unit involving multiple polypropylene manufacturing facilities in Texas and Germany. This effort required extensive environmental due diligence of very old manufacturing facilities with large number of legacy liability contamination issues. Ms Larson engaged in intensive negotiation and drafting of a sophisticated sale contract involving a multi- tiered environmental indemnity. The transaction had an ultimate value of $325 million. In the post-sale context, Kristin Larson was embedded with Braskem’s EHS team to integrate DOW/Braskem operating procedures, permits, assist in hiring a Radiation Safety Officer, and interact with Texas and federal EHS enforcement personnel concerning pending matters being transferred and other matters triggered by the change of control.

Food and Pharma:

Kristin Larson has worked with several leading food, health care and life science clients in a broad range of transactional settings, and is fully conversant in the specialized environmental, health and safety concerns that arise in these business sectors. For example, while at Skadden Arps, Ms. Larson assisted Mars Inc. with several strategic acquisitions and divestments for their pet food division. In the pharmaceutical sector, clients have included Endo Pharmaceuticals Holdings Inc., Express Scripts, and Merck in some of the largest M&A deals in the sector.

Energy

Solar Energy Project Development:

Kristin Larson provided regulatory deployment readiness analysis for the then largest photo-voltaic (266 MW), utility scale power generation site in California (Mt. Signal) for Silver Ridge Power (formerly AES Solar, and recently acquired by Sun Edison). Ms. Larson conducted intensive review of regulatory reporting and monitoring requirements and permits to developed a set of detailed compliance matrices for ongoing EHS monitoring and reporting requirements pursuant to FERC, Cal-ISO, OSHA, Cal-OSHA, state and federal environmental requirements.

Multiple Wind Energy Sites Acquisition:

Kristin Larson performed extensive permitting, environmental and safety compliance, liability assessment and deployment readiness reviews for acquisition and roll-out of hundreds of utility scale wind farms totally more than 1,095 MW, in multiple countries including United States, India, EU and Australia in a complex acquisition involving three major Spanish infrastructure companies (Endesa, Iberdrola and Acciona).

Deep Water Drilling Platforms:

Kristin Larson conducted extensive regulatory and environmental, health and safety audits in support of financing, acquisitions and deployments in several off-shore drilling platforms world-wide including Africa, Australia, United States, Brazil and Baltic regions for Transocean Deepwater Drilling.

Coal to Natural Gas Conversion:

Kristin Larson performed extensive energy and environmental permitting (over the course of 2 years), compliance and regulatory reviews in support of a transaction involving an electric power plant in New Jersey.

Energy Distribution, Smart Metering and Measurement:

In support of an acquisition of Landis + Gyr (L+G) by Toshiba, Kristin Larson provided L+G corporate counsel support for developing comfort and understanding amongst multiple bidders for target company compliance and cleanup records in multiple countries including France, United States and throughout Asia and South America, and then assisted with drafting and negotiation of final transaction documents.

Regulatory Compliance and Agency Interface

Client-Agency Interface Support for Rulemaking:

Kristin Larson provided extensive analysis and agency interface in support of manufacturer of new vehicle coolant vis-à-vis the Montreal Protocol on ozone depleting substances and in relation to rule making process pursuant to the federal Toxic Substances Control Act (TSCA), including applicability of the TSCA Chemical Data Reporting (CDR), Significant New Use Notifications (SNUNs), Significant New Use Rule (SNUR) and Import/Export Notification provisions.

Resolution of Violations, No Further Action Declarations:

Kristin Larson assisted a client resolve several violations and notices of non-compliance for underground storage tanks and site contamination for several service stations in Ohio and Indiana. This work required intensive agency interface and negotiation as well as oversight and coordination with environmental engineers to obtain No Further Action (NFA) status. At the end of the process, Ms. Larson also provided transaction support as the assets were marketed and sold in a series of transactions.

Remediation and Cleanup Support and Oversight

Rapid Deployment and Agency Resolution for Groundwater Plume:

While at Skadden, Kristin Larson worked closely with a major casino operation located in Lake Tahoe, Nevada to resolve a claim involving alleged groundwater contamination from several onsite sources, potentially including USTs, ASTs, a limo wash-down, dry-cleaners, spas and pools, and a golf course, in a pristine setting with sensitive receptor nearby (Lake Tahoe). In a very short timeframe, we met with facility operations personnel, reviewed hundreds of documents, and negotiated a consent decree with state regulators. Oversight work continued with agency approval for a then novel groundwater remediation process involving in situ injection of Fenton’s Reagent to eliminate residual MTBE in the groundwater.

Federal and State of Maine “Superfund” Liability Resolution:

While at Skadden, Kristin Larson and her colleagues served as our client’s representative on the Potentially Responsible Party (PRP) committee for a federal CERCLA/Superfund cleanup at a rural site in Maine where the former owner transported and deposited unknown quantities of waste oil from military bases, auto dealerships, municipalities, local garages, bulk transportation companies, industries, and utility companies, and then declared bankruptcy. Waste oils were released into site soils, and eventually entered the groundwater and fractured bedrock. The petroleum then polluted drinking water wells for dozens of homeowners in the area. Ultimately, hundreds of small local businesses and a handful of larger industrial manufacturers were brought into the PRP group to address the cleanup requirements. The resolution of our client’s liability took more than ten years, but resulted in a rare USEPA declaration of Technical Impracticability, alleviating a significant level of effort and financial liability for the cleanup process.