Glenn L. Pinkerton

Sidley is representing a fund managed by Macquarie Asset Management, a leading global infrastructure investor, in its agreement to acquire a 40% equity stake in select U.S. Gulf Coast infrastructure assets from Dow Inc., with an option to increase its equity stake to 49% within six months after closing. The new partnership, Diamond Infrastructure Solutions, will be a specialist infrastructure provider to Dow and other industrial customers at five of Dow’s manufacturing sites in Texas and Louisiana. Dow expects to receive initial cash proceeds of approximately US$2.4 billion based on the initial transaction, with the potential to receive up to approximately US$3 billion in total. The Sidley team is being led by Tommer Yoked, Ashley Moulder, Chris Folmsbee, and Glenn L. Pinkerton, and included Jack G. Messer, Kevin E. Hess, Nick J. Kalina, Elaina Johnson, Logan M. Kiefer, Ayo Adaranijo, Choa Song, Daniel F. Allison, Joe Zenruffinen, Katy Yu,  Jeremy B. Pettit, Rebekah J. Maloney, Terence T. Healey, Grace Dickson Gerbas, Jordan I. Lee, Harvey Lou, Harris R. Dubin, Evan Grosch, and Jeff Kinney (all Energy and Infrastructure/ M&A); Rachel D. Kleinberg, Andrew B. Smith, and Patrick M. Gray (Tax); Heather M. Palmer (Environmental); Eric M. Winwood and Marian Fielding (Employee Benefits and Executive Compensation); Beatriz Azcuy, Connor T. Evans, Alison J. Wynne, and Robert Piti Pertierra (Real Estate); Cathryn Le Regulski, Katherine A. Roberts, and Sara E Salmonson (Employment); Robert S. Velevis and Ernesto R. Claeyssen (Commercial Litigation and Disputes); Scott J.F. Goldstein (Insurance); Ash Nagdev (Privacy and Cybersecurity); and Patrick J. Harrison, Edward W. Sharon, and Alex Harper (Antitrust and Competition).~~Sidley is representing a fund managed by Macquarie Asset Management, a leading global infrastructure investor, in its agreement to acquire a 40% equity stake in select U.S. Gulf Coast infrastructure assets from Dow Inc., with an option to increase its equity stake to 49% within six months after closing. The new partnership, Diamond Infrastructure Solutions, will be a specialist infrastructure provider to Dow and other industrial customers at five of Dow’s manufacturing sites in Texas and Louisiana. Dow expects to receive initial cash proceeds of approximately US$2.4 billion based on the initial transaction, with the potential to receive up to approximately US$3 billion in total. The Sidley team is being led by Tommer Yoked, Ashley Moulder, Chris Folmsbee, and Glenn L. Pinkerton, and included Jack G. Messer, Kevin E. Hess, Nick J. Kalina, Elaina Johnson, Logan M. Kiefer, Ayo Adaranijo, Choa Song, Daniel F. Allison, Joe Zenruffinen, Katy Yu,  Jeremy B. Pettit, Rebekah J. Maloney, Terence T. Healey, Grace Dickson Gerbas, Jordan I. Lee, Harvey Lou, Harris R. Dubin, Evan Grosch, and Jeff Kinney (all Energy and Infrastructure/ M&A); Rachel D. Kleinberg, Andrew B. Smith, and Patrick M. Gray (Tax); Heather M. Palmer (Environmental); Eric M. Winwood and Marian Fielding (Employee Benefits and Executive Compensation); Beatriz Azcuy, Connor T. Evans, Alison J. Wynne, and Robert Piti Pertierra (Real Estate); Cathryn Le Regulski, Katherine A. Roberts, and Sara E Salmonson (Employment); Robert S. Velevis and Ernesto R. Claeyssen (Commercial Litigation and Disputes); Scott J.F. Goldstein (Insurance); Ash Nagdev (Privacy and Cybersecurity); and Patrick J. Harrison, Edward W. Sharon, and Alex Harper (Antitrust and Competition).

Dec 9

2 min

Sidley represented Denham Capital in the sale of certain assets of portfolio company Rio Energy to Equinor. Rio Energy is a leading developer, owner, and operator of onshore wind and solar projects in Brazil with a focus on positive socioeconomic impact. The assets, which will continue to be operated by Rio Energy’s approximately 140 employees, consist of the 0.2 GW Serra da Babilônia 1 producing onshore wind farm in the north-eastern state of Bahia, a 0.6 GW pre-construction solar PV portfolio, and a project pipeline of c.1.2 GW. The Sidley team was led by Tim Chandler (Energy and Infrastructure), Eduardo Marquez Certucha (Energy and Infrastructure), Glenn Pinkerton (Energy and Infrastructure), Austin Jacobs (Energy and Infrastructure), Zackary Pullin (Tax), and Aaron Mitchell (Tax).~~Sidley represented Denham Capital in the sale of certain assets of portfolio company Rio Energy to Equinor. Rio Energy is a leading developer, owner, and operator of onshore wind and solar projects in Brazil with a focus on positive socioeconomic impact. The assets, which will continue to be operated by Rio Energy’s approximately 140 employees, consist of the 0.2 GW Serra da Babilônia 1 producing onshore wind farm in the north-eastern state of Bahia, a 0.6 GW pre-construction solar PV portfolio, and a project pipeline of c.1.2 GW. The Sidley team was led by Tim Chandler (Energy and Infrastructure), Eduardo Marquez Certucha (Energy and Infrastructure), Glenn Pinkerton (Energy and Infrastructure), Austin Jacobs (Energy and Infrastructure), Zackary Pullin (Tax), and Aaron Mitchell (Tax).

Jul 21

1 min

Sidley is representing short line operator Pinsly Railroad Co. in its proposed acquisition of Hondo Railway LLC, a short line railroad company in Hondo, Texas. Hondo Railway LLC, founded in 2006 by Don Lee and Mark Holland, leases 13,200 feet of track and serves customers that ship a range of commodities, including flour, corn syrup, and ethanol. Hondo Railway LLC operates transload facilities and provides customers with interchange access to both BNSF Railway and Union Pacific, as well as access to 80,000 feet of industrial track for use in transloading and storage of railcars. The Sidley team is led by partner Cliff W. Vrielink and counsel Chris Folmsbee, with assistance from associates Jeff Kinney, Ayo Adaranijo, and Di Duan (all Energy and Infrastructure). Additional team members include senior counsel Terence M. Hynes (Transportation), counsel Marc Korman (Transportation), associate Stephen S. Laudone (Transportation), partner Kyle Fiet (Lobbying), partner Margaret Allen (DOT), partner Leslie Shubert (Anti-Corruption), associate Whitney L. Beber (Anti-Corruption), partner Lauren A. Gallagher (Employee Benefits and Executive Compensation), associate Elizabeth T. Burns (Employee Benefits and Executive Compensation), associate Joanna Janica (Employee Benefits and Executive Compensation), senior counsel Patrick Casey (Labor, Employment and Immigration), partner Beatriz Azcuy (Real Estate), associate Connor T. Evans (Real Estate), senior counsel Glenn L. Pinkerton (Energy, M&A, Private Equity), partner Rachel D. Kleinberg (Tax), counsel Maureen M. Crough (Environmental), associate staff attorney Sarah A. Jehl (Environmental), and counsel Scott J.F. Goldstein (Insurance).~~Sidley is representing short line operator Pinsly Railroad Co. in its proposed acquisition of Hondo Railway LLC, a short line railroad company in Hondo, Texas. Hondo Railway LLC, founded in 2006 by Don Lee and Mark Holland, leases 13,200 feet of track and serves customers that ship a range of commodities, including flour, corn syrup, and ethanol. Hondo Railway LLC operates transload facilities and provides customers with interchange access to both BNSF Railway and Union Pacific, as well as access to 80,000 feet of industrial track for use in transloading and storage of railcars. The Sidley team is led by partner Cliff W. Vrielink and counsel Chris Folmsbee, with assistance from associates Jeff Kinney, Ayo Adaranijo, and Di Duan (all Energy and Infrastructure). Additional team members include senior counsel Terence M. Hynes (Transportation), counsel Marc Korman (Transportation), associate Stephen S. Laudone (Transportation), partner Kyle Fiet (Lobbying), partner Margaret Allen (DOT), partner Leslie Shubert (Anti-Corruption), associate Whitney L. Beber (Anti-Corruption), partner Lauren A. Gallagher (Employee Benefits and Executive Compensation), associate Elizabeth T. Burns (Employee Benefits and Executive Compensation), associate Joanna Janica (Employee Benefits and Executive Compensation), senior counsel Patrick Casey (Labor, Employment and Immigration), partner Beatriz Azcuy (Real Estate), associate Connor T. Evans (Real Estate), senior counsel Glenn L. Pinkerton (Energy, M&A, Private Equity), partner Rachel D. Kleinberg (Tax), counsel Maureen M. Crough (Environmental), associate staff attorney Sarah A. Jehl (Environmental), and counsel Scott J.F. Goldstein (Insurance).

Sep 3

2 min

Retail landlord Simon Properties and luxury retailer Saks Global on Monday wrangled over the wording of a 2024 investment agreement as they asked a Texas bankruptcy judge to determine the fate of the leases of two Saks locations. Counsel for the parties made their closing arguments to U.S. Bankruptcy Judge Alfredo R. Perez after three days of hearings on Simon's request for a ruling that it can terminate the leases without the notice periods in the leases themselves. The parties are disputing whether a letter agreement Simon and Saks entered into when Simon invested $100 million in Saks in 2024 allows Simon to terminate the leases of a Saks location in Woodbury, New York, and a Neiman Marcus store in Palo Alto, California, effective Jan. 8, six days before Saks declared bankruptcy and a stay on contract terminations went into effect. Both parties acknowledged that the agreement granted Simon the right to terminate the Palo Alto lease and one other lease for "failure to perform" on either lease and that Saks had overdue lease payments, but they disagreed on whether the letter overrode notice of default and cure period provisions in the leases that would have given Saks 30 days from its Jan. 8 notice to make up the payments. At Monday's hearing, Simon counsel Robert Velevis argued the default provisions in the leases were not relevant, saying the agreement specifically allowed termination for "failure to perform" and not "default." "The letter agreement does not give a cure period," it said. Saks counsel Allyson Smith argued the letter agreement doesn't define "failure to perform" but the leases do, and that definition includes cure rights. The sole purpose of the clause in the letter agreement was to give Simon the right to terminate the leases for a default on a different lease, she argued. She also argued calling a default on the leases was a break with the parties' standard relationship. She said Simon had always accepted late payments, for example when Saks disputed a particular charge and delayed payment until the dispute was reconciled. "There has always been an amount technically outstanding," she said. Velevis argued this only meant that Simon had the right to terminate the leases anytime after the agreement was signed, and only invoked it now for "its own reasons." Smith claimed Simon learned of Saks' plans to file and "manufactured a default" in order to seize the leases and prevent Saks from selling them in its Chapter 11. Judge Perez reserved decisions on the issue. Simon Property Group is represented by Duston K. McFaul, Robert S. Velevis, Jeri Leigh Miller and Maegan Quejada of Sidley Austin LLP. Saks is represented by Kelli S. Norfleet, Kenric D. Kattner, Arsalan Muhammad, Kourtney P. Lyda and David Trausch of Haynes Boone and Debra M. Sinclair, Robin Spigel, Allyson B. Smith, Betsy L. Feldman, Jessica D. Graber, Jennifer J. Hardy, Ryan B. Bennett, Stuart R. Lombardi and Nathaniel G. Ward of Willkie Farr & Gallagher LLP. The case is In re: Saks Global Enterprises LLC et al., case number 4:26-bk-90103, in the U.S. Bankruptcy Court for the Southern District of Texas.

Mar 2

2 min

Sidley represented Enbridge Inc. in a transaction with Divert, Inc. to build a wasted food-to-RNG facility in Longview, Washington, which is the first project between the parties under their US$1 billion infrastructure development agreement entered into on March 1, 2023. The Sidley team was led by Houston partners Cliff  W. Vrielink and Trent Bridges with assistance from Houston/New York partner Irv Rotter, Houston counsel Matthew Walker, and Houston associates Aashiq Jivani and Nick Kalina. Additional team members included Houston partners Angela Richards and Heather Palmer, New York partner Hagai Zaifman, Dallas partner Lauren Grau, Houston senior counsel Glenn Pinkerton, Houston counsel Josh Sutton, and Houston associates Eduardo Marquez Certucha, Aaron Mitchell, and Greta Carlson.~~Sidley represented Enbridge Inc. in a transaction with Divert, Inc. to build a wasted food-to-RNG facility in Longview, Washington, which is the first project between the parties under their US$1 billion infrastructure development agreement entered into on March 1, 2023. The Sidley team was led by Houston partners Cliff  W. Vrielink and Trent Bridges with assistance from Houston/New York partner Irv Rotter, Houston counsel Matthew Walker, and Houston associates Aashiq Jivani and Nick Kalina. Additional team members included Houston partners Angela Richards and Heather Palmer, New York partner Hagai Zaifman, Dallas partner Lauren Grau, Houston senior counsel Glenn Pinkerton, Houston counsel Josh Sutton, and Houston associates Eduardo Marquez Certucha, Aaron Mitchell, and Greta Carlson.

Sep 27

1 min