Jason M. Anterasian

Simpson Thacher represented JPMorgan Chase Bank, N.A., as administrative agent, in connection with Generac Power Systems, Inc.’s (NYSE: GNRC) (“Generac”) amended and restated existing term loan credit agreement. The agreement establishes a new term loan facility in an aggregate principal amount of $750 million and a new revolving facility in an aggregate principal amount of $1.25 billion, among other items.~~Generac is a leading energy technology company that provides advanced power grid software solutions, backup and prime power systems for home and industrial applications, solar and battery storage solutions, virtual power plant platforms and engine- and battery-powered tools and equipment.~~The Simpson Thacher team included Mike Vernace (Banking and Credit); Courtney Welshimer (Intellectual Property); and Dennis Loiacono (Real Estate). Summer Associates Jason Anterasian, Sabrina Suen and Nathaniel Whitthorne provided valuable assistance.

Mar 8

1 min

AES Corp., guided by Skadden Arps Slate Meagher & Flom LLP, said Monday that it has agreed to be acquired by a consortium of infrastructure investors led by Blackrock's Global Infrastructure Partners and EQT Infrastructure VI in a deal with a $10.7 billion equity value and a $33.4 billion enterprise value. Davis Polk & Wardwell LLP is advising the energy company on certain debt matters. Kirkland & Ellis LLP is advising the consortium and is the legal adviser to GIP. Simpson Thacher & Bartlett LLP is advising EQT. Under the agreement, the consortium — which also includes co-underwriters California Public Employees' Retirement System and Qatar Investment Authority — will pay $15 per share in cash for AES, representing a 40% premium to the company's unaffected 30-day average share price before July 8, 2025. The stock was down about 17% Monday, trading around $14.30 per share. AES, which operates regulated electric utilities in Indiana and Ohio as well as competitive clean energy and critical infrastructure assets in Latin America, said in Monday's announcement that the deal will provide the company with greater financial flexibility to invest in growth initiatives and energy infrastructure. The company also noted that its regulated U.S. utilities would remain locally managed, with no expected impact on customer rates. "Following a rigorous review of strategic options, the AES board determined that this transaction with the consortium maximizes value for stockholders and provides compelling cash value," AES Chair Jay Morse said in the announcement. Executives with the consortium highlighted the group's experience in energy infrastructure investing, emphasizing that AES is well positioned to meet growing electricity demand, particularly in the United States. In the announcement, Bayo Ogunlesi, chair and CEO of GIP, highlighted increasing market demand for "affordable, safe and reliable power," while EQT Infrastructure's Masoud Homayoun emphasized the transaction's role in supporting the "growth and modernization of essential energy infrastructure that underpins energy security, electrification, digitalization and resilient power systems." The transaction has received unanimous approval from AES' board and is expected to close in late 2026 or early 2027, subject to customary regulatory approvals and shareholder consent. After the acquisition, AES common stock will be delisted from the New York Stock Exchange. Fried Frank Harris Shriver & Jacobson LLP, led by partners Philip Richter and Roy Tannenbaum, is advising J.P. Morgan Securities LLC and Wells Fargo Securities LLC, the financial advisers to AES. Paul Hastings LLP, led by partner Morgan Bale, is advising Goldman Sachs and Citi on committed financing. The Skadden Arps Slate Meagher & Flom LLP team is led by partners Pankaj Sinha and Katherine (Kady) Ashley. The Simpson Thacher & Bartlett LLP team is led by partners Robert Langdon, Fred De Albuquerque, Javad Asghari and Julie Siegel. The Kirkland & Ellis LLP team is led by partners Melissa Kalka, Zach Savrick, Andy Calder, Nick Lewis, Jimmy Chalk and Adam Larson. Deal team information for Davis Polk & Wardwell LLP was not immediately available.

Mar 2

2 min

Portland General Electric Company and Manulife Investment Management have paid $1.9 billion to obtain electrical provider PacifiCorp's Washington state assets in a cash deal guided by Latham & Watkins LLP, Simpson Thacher & Bartlett LLP, and Gibson Dunn & Crutcher LLP. According to the announcement, the assets include PacifiCorp's "generation, transmission and electric utility operations." After the related regulatory filings are submitted, the state and federal regulators are supposed to wrap up their acquisition reviews in 12 months, the announcement added. Part of these assets constitutes power lines that stretch for 4,500 miles and utility operations that are located 2,700 square miles across the state, according to the announcement. "We are excited for the opportunity to continue to grow, expanding into Washington and building upon PGE's foundation of operational excellence and customer service," said PGE's president and CEO Maria Pope in a Tuesday statement. "We look forward to our partnership with Manulife Investment Management, who brings a track record of investment success across the utility sector and Pacific Northwest agriculture and timberland industries," Pope added. On Tuesday, Manulife Investment Management's global head of infrastructure Recep Kendircioglu said Manulife's PGE partnership "represents an opportunity that fits well within our infrastructure strategy and leverages our experience in utility investments." The acquisition deal allows PGE to obtain the 94-megawatt Goodnoe Hills wind power facility, the 477-megawatt Chehalis natural gas facility, and the Marengo I and Marengo II facilities, which are wind power facilities that have 234 megawatts of power combined, the announcement said. PGE will use another company to oversee the Washington assets, according to the announcement. Also, Manulife Infrastructure Fund III LP and the fund's affiliates will own 49% of the utility assets, the announcement stated. On Tuesday, PacifiCorp's CEO Darin Carroll said the asset sale "is a targeted step toward ensuring the continued delivery of safe, reliable power to our nearly 2 million customers in the West and Intermountain West." "This will improve the company's financial stability while simplifying our operations to support our long-term commitment to customers in each of our remaining states," Carroll also said. PGE, Manulife and PacifiCorp did not immediately respond to requests for additional comment on Tuesday. PGE is represented by Michael Sullivan, Ryan Maierson, Erik Thompson, Elena Burns, Cameron Koob, Zach Kobayashi, Riann Winget, Brock Meyer, Skyler Ligon, Genie Yae, Caroline Phillips, Sharon Huberfeld, Jeremie Ruiz, Jeffrey Tochner, Sebastian Moss, Pardis Zomorodi, Dominick Constantino, Jason Cruise, Andrew Paik, Natasha Gianvecchio, Jecoliah Williams, Michelle L.C. Carpenter, Peter Dalmasy, Oswald Cousins, Marc Campopiano, Brian McCall, James Mann, David Rao, Daniel Eyal, Chika Onyejiukwa, Harrison White, Robert Brown, Stuart Cobb, Sony Ben-Moshe, Bryan Monson, Jackson Kushner, Steven Levine, Shelby Harrison and Daniel Eyal of Latham & Watkins LLP. Manulife is represented by Brian Chisling, Katy Lukaszewski, Paul Bolaji, Oleg Stratiev, Natasha Kandi, Selim Loetscher, Brian Steinhardt, Brandon Barton, David Kim, Owen Harrison, Jonathan Goldstein, Shareef M. Salfity, Preston Irace, Alysha Sekhon, Margerite Blasé, Tally Smitas, Tristan Brown, Ryan Stott, Skyler Kanfer, Krista McManus, Dennis Loiacono and Steve DeLott of Simpson Thacher & Bartlett LLP. PacifiCorp is represented by Andrew Kaplan, Christopher Lang, Nicolette Fata, Aliya Zuberi, Becca Pecora, Patrick Perrier, Eric Sloan, Yara Mansour, Jason Zhang, Dean Masuda, Doug Horowitz, Meghan Hungate, Jocelyn Shih and Michael Collins of Gibson Dunn & Crutcher LLP.

Feb 17

3 min

Reddit wants out of a proposed investor class action accusing it of downplaying the impact that Google's artificial intelligence-generated search results have had on the forum website's traffic and ad revenues, arguing it has always been up-front with the public about the potential competition from Google. In its motion to dismiss filed Friday, Reddit said it has provided its investors with "real-time information" regarding the potential negative impact of Google AI on Reddit's business. Reddit said it "proactively" disclosed the risks associated with Google AI and algorithmic updates before and during the class period, which begins in October 2024. "Defendants' statements did not downplay or deny risk in any way, and certainly cannot be found misleading in the context of Reddit's overall disclosures and market awareness of Google update risk," Reddit said. According to plaintiff Anthony Joseph Tamraz Jr., much of Reddit's user traffic comes from people seeking answers to questions using Google, but in 2024, Google introduced a feature that uses generative AI to provide concise search results, giving users an answer without needing to click through to another website. The investor alleged Reddit failed to disclose that Google's "AI Overview" and its search algorithm were causing users to stop their query on Google; that the "zero-click search reality" was significantly reducing traffic to Reddit in a way the platform was not able to overcome in the short term; and that the defendants lacked a reasonable basis for their outlook on user rates and ad revenues. But Reddit said Friday it explicitly said during an earnings call that "some [changes] help, some hurt," and that it "sees volatility from Google all the time." Additionally, Reddit said the suit does not plead scienter since it does not show "motive or opportunity" to commit fraud. "Plaintiff identifies no specific facts supportive of its theory that Defendants' 'outlook on user rates and advertising revenues' was misleading," the company said. "Plaintiff pleads no motive, no unusual stock trades, and no specific facts suggesting that Reddit's executives feared Google updates would 'dramatically reduce traffic to Reddit.'" According to the complaint, Reddit issued an earnings release for the third quarter of 2024 in October, reporting that its "daily active unique," which measures unique users visiting the website or using the app in a 24-hour period, had increased 47% year-over-year to 97.2 million. The company also reported a revenue growth of 68% year-over-year to $384.4 million, according to the suit. On May 1, 2025, Reddit issued an earnings release for its first quarter, reporting its daily active unique increased 31% year-over-year to 108.1 million and revenue grew 61% year-over-year to $392.4 million, the complaint states. The daily active unique figures in May 2025 marked Reddit's third consecutive quarter slowdown in daily active user growth, which increased uncertainty around the sustainability of growth, the suit stated. During an earnings call in May, CEO Steven Huffman acknowledged "short-term bumps," but reassured investors that such impacts would not affect the company's long-term strategy or opportunities, according to the suit. The following day, the price of Reddit's stock fell from $118.79 per share to $113.83 per share, or about a 4.2% decline, the suit states. But Reddit said Friday it performed in line with or ahead of its own forecasts and market expectations, and that its revenues and users grew at the end of 2024 and the beginning of 2025, negating the suit's allegations. The purported corrective disclosures and stock drops cited in the suit, including the May 2025 analyst call, do not establish loss causation, Reddit said. After the earnings report, Reddit's stock price initially rose, it said. Then, following the May 1 earnings call, the market reacted to new information about April daily active unique growth and forward-looking statements like Reddit's warning to stockholders of "'bumpy' DAUq for the year ahead," Reddit said. "A corrective disclosure 'must "relate back to the misrepresentation and not to some other negative information about the company,"'" Reddit said. "It is not sufficient that the market reacts to new information that does not reveal a fraud." Representatives of the parties did not immediately respond to requests for comment on Tuesday. Tamraz is represented by Scott A. Edelsberg of Edelsberg Law PA and Andrew J. Shamis of Shamis & Gentile PA. Reddit is represented by Jonathan K. Youngwood, Laura K. Lin and Stephen P. Blake of Simpson Thacher & Bartlett LLP. The case is Anthony Joseph Tamraz Jr. v. Reddit Inc. et al., case number 3:25-cv-05144, in the U.S. District Court for the Northern District of California.

Feb 17

3 min

Portland General Electric Company and Manulife Investment Management have paid $1.9 billion to obtain electrical provider PacifiCorp's Washington state assets in a cash deal guided by Latham & Watkins LLP, Baker Botts LLP, Simpson Thacher & Bartlett LLP, and Gibson Dunn & Crutcher LLP. According to the announcement, the assets include PacifiCorp's "generation, transmission and electric utility operations." After the related regulatory filings are submitted, the state and federal regulators are supposed to wrap up their acquisition reviews in 12 months, the announcement added. Part of these assets constitutes power lines that stretch for 4,500 miles and utility operations that are located 2,700 square miles across the state, according to the announcement. PGE's financial advisers for the deal were J.P. Morgan, Barclays, Citi, and Lazard, the announcement said. Manulife's financial adviser was Goldman Sachs & Co. LLC. "We are excited for the opportunity to continue to grow, expanding into Washington and building upon PGE's foundation of operational excellence and customer service," said PGE's president and CEO Maria Pope in a Tuesday statement. "We look forward to our partnership with Manulife Investment Management, who brings a track record of investment success across the utility sector and Pacific Northwest agriculture and timberland industries," Pope added. On Tuesday, Manulife Investment Management's global head of infrastructure Recep Kendircioglu said Manulife's PGE partnership "represents an opportunity that fits well within our infrastructure strategy and leverages our experience in utility investments." The acquisition deal allows PGE to obtain the 94-megawatt Goodnoe Hills wind power facility, the 477-megawatt Chehalis natural gas facility, and the Marengo I and Marengo II facilities, which are wind power facilities that have 234 megawatts of power combined, the announcement said. PGE will use another company to oversee the Washington assets, according to the announcement. Also, Manulife Infrastructure Fund III LP and the fund's affiliates will own 49% of the utility assets, the announcement stated. On Tuesday, PacifiCorp's CEO Darin Carroll said the asset sale "is a targeted step toward ensuring the continued delivery of safe, reliable power to our nearly 2 million customers in the West and Intermountain West." "This will improve the company's financial stability while simplifying our operations to support our long-term commitment to customers in each of our remaining states," Carroll also said. PGE, Manulife and PacifiCorp did not immediately respond to requests for additional comment on Tuesday. PGE is represented by Michael Sullivan, Ryan Maierson, Erik Thompson, Elena Burns, Cameron Koob, Zach Kobayashi, Riann Winget, Brock Meyer, Skyler Ligon, Genie Yae, Caroline Phillips, Sharon Huberfeld, Jeremie Ruiz, Jeffrey Tochner, Sebastian Moss, Pardis Zomorodi, Dominick Constantino, Jason Cruise, Andrew Paik, Natasha Gianvecchio, Jecoliah Williams, Michelle L.C. Carpenter, Peter Dalmasy, Oswald Cousins, Marc Campopiano, Brian McCall, James Mann, David Rao, Daniel Eyal, Chika Onyejiukwa, Harrison White, Robert Brown, Stuart Cobb, Sony Ben-Moshe, Bryan Monson, Jackson Kushner, Steven Levine, Shelby Harrison and Daniel Eyal of Latham & Watkins LLP. Manulife is represented by Brian Chisling, Katy Lukaszewski, Paul Bolaji, Oleg Stratiev, Natasha Kandi, Selim Loetscher, Brian Steinhardt, Brandon Barton, David Kim, Owen Harrison, Jonathan Goldstein, Shareef M. Salfity, Preston Irace, Alysha Sekhon, Margerite Blasé, Tally Smitas, Tristan Brown, Ryan Stott, Skyler Kanfer, Krista McManus, Dennis Loiacono and Steve DeLott of Simpson Thacher & Bartlett LLP. PacifiCorp is represented by Andrew Kaplan, Christopher Lang, Nicolette Fata, Aliya Zuberi, Becca Pecora, Patrick Perrier, Eric Sloan, Yara Mansour, Jason Zhang, Dean Masuda, Doug Horowitz, Meghan Hungate, Jocelyn Shih and Michael Collins of Gibson Dunn & Crutcher LLP. Lazard is represented by Clint Rancher, Josh Davidson and Lakshmi Ramanathan of Baker Botts LLP.

Feb 17

3 min