Ryan J. Maierson

I Squared Capital (I Squared), a global infrastructure investment manager, announced that it has entered into an agreement to acquire Priority Power Management, LLC. (Priority Power), one of the largest independent providers of turnkey energy management services for commercial and industrial customers across more than 40 US states. I Squared’s Global Infrastructure Fund III will acquire Priority Power from Ara Partners, Oaktree Capital Management, L.P., and certain other shareholders. Latham & Watkins LLP represents Priority Power in the transaction with a corporate deal team led by Houston partners James Garrett and Ryan Maierson, with associates Denny Lee, Zainab Hashmi, Jeff Serfass, Braydon Jones, Stacey Hall, and Eugenio Enrique Ascanio Carrera. Advice was also provided on tax matters by Houston partner Jim Cole, with associates Nolon Blaylock and Molly Elkins; on benefits matters by Century City/Bay Area partner Julie Crisp, with associate Julia Lee; on regulatory matters by Washington, D.C. partner Natasha Gianvecchio, with associate Richard Griffin; on intellectual property matters by Washington, D.C. partner Morgan Brubaker, with associate Ryan Clore; on data privacy matters by Houston/Austin counsel Robert Brown, with associate Kiara Vaughn; on finance matters by Boston partner Susan Parker, with associate Maggie Guidotti;* on labor and employment matters by Chicago partner Nineveh Alkhas; on antitrust matters by Washington, D.C. partners Lindsey Champlin and Jason Cruise, with associates Andrew Paik and Christina Lantuh; on environmental matters by Los Angeles/Houston partner Joshua Marnitz, with associate Nolan Fargo; on real estate matters by New York partner Mark Semotiuk and New York counsel Lisa Brabant; on anti-corruption matters by Washington, D.C. partner Brian Kowalski; on CFIUS matters by Washington, D.C. partner Jim Barker; on insurance matters by San Diego/Los Angeles counsel Hannah Cary; on litigation matters by Bay Area partner Nicole Valco; and on additional corporate matters by associates Jameson Miller and David Lee. *Not admitted to practice in Massachusetts. Admitted in New York.~~

Jul 30

1 min

The client calls to law firm partners started rolling in on Saturday afternoon, just hours after U.S. military forces captured Venezuelan president Nicolas Maduro and his wife. U.S. energy clients began talking with their lawyers in large law firms in Texas on how the shifting governance in Venezuela may open up business opportunities in oil-rich Venezuela. Some already predict oil regulatory and deal work ahead, with one lawyer calling it a "tantalizing prospect" for international oil companies. However, several Big Law partners caution that major political, regulatory and infrastructure hurdles remain, following President Trump’s controversial decision to capture Maduro. Dan Mark, a Baker Botts partner in Houston in the global projects practice, said energy industry clients and others are reaching out to Baker Botts lawyers with questions about what to expect in Venezuela in the wake of the U.S. capture of Maduro and his wife, Cilia Flores, early on Saturday. The Maduros were flown to the U.S., and on Monday, both pleaded not guilty to narco-terrorism conspiracy charges in federal court in Manhattan. Mark said there are many uncertainties about the situation in Venezuela, and clients have many questions. The firm's lawyers are trying to read tea leaves to anticipate the impacts on the U.S., Venezuelan, and global energy markets, he said. "You are in the middle of a fog right now. It’s hard for anybody to get a real sense of where things will go," he said. Baker Botts has launched a Venezuela Task Force to advise clients on legal issues related to doing business in the South American country. It includes lawyers who previously held senior leadership roles within the U.S. Departments of Treasury and Energy, along with lawyers who have lived and worked in Venezuela Still, the political situation in Venezuela may create opportunities for U.S. companies in the energy sector as refiners contemplate regaining access to Venezuelan crude oil, and producers consider investing, or reinvesting, in Venezuela's potentially lucrative oil and gas operations. As a result, law firms with large energy practices, many of them in Texas, may see more deals, restructuring and regulatory work in the months and years ahead. Venezuela has about 17% of the world's proven oil reserves, but production has dropped well below levels reached two decades ago after former President Hugo Chavez seized assets in 2007. Energy giants including ExxonMobil and ConocoPhillips have brought billions in claims against the country. Chevron, one of the largest energy companies in the U.S., is currently producing in Venezuela under special licenses from the U.S. In the short term, Mark said, U.S. refiners may seek to resume processing the heavy crude from Venezuela, but that would require regulatory approval from the U.S. Long-term investment into Venezuela's oil and gas production is something U.S. energy companies are likely to consider, but they may want to "do it differently," he added. Ryan Maierson, a Latham & Watkins partner in Houston who handles energy transactions, said the oil field infrastructure in Venezuela is likely in serious disrepair. Oilfield services companies won’t “run into Venezuela” without guarantees that their employees would be safe and secure, and there is long-term stability in the country so they can get a return on their capital, he said. “It’s all possible over the course of time, but there is not a spigot that can be turned on,” he said. The firm’s lawyers have been calling clients in the industry, asking them how the firm can be helpful. On the front end, he said, the work for lawyers would be largely regulatory and involve teams that face the government. Another factor that could affect clients’ decision whether to invest in Venezuela is oil prices, which have lately hovered below $60 a barrel, which may not be high enough to induce investment. Overall, Maierson said his perspective is that “nothing is going to happen today or tomorrow.” Clients, he said, are in a “wait-and-see mode.” Scott Segal, a co-head of Bracewell's policy resolution group, said in a written statement that the firm's lawyers have seen "significant interest" from clients for information about how the Venezuelan situation affects the oil and gas markets. "The action in Venezuela marks an unprecedented development in hemispheric relations with potentially far-reaching implications for global energy markets," he wrote. With about 303 billion barrels of proven crude oil reserves, Segal wrote, Venezuela is a "tantalizing prospect" for international oil companies that want to add assets. But production there has declined because of "underinvestment, mismanagement, corruption and infrastructure deterioration," he said, which provides both opportunity and challenges in investing in Venezuela. One barrier to investment is "real ambiguity" about governance in the wake of governance change, Segal added.

Jan 7

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, 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

Fold, Inc., a bitcoin financial services company, and FTAC Emerald Acquisition Corp. (NASDAQ: EMLD), a publicly traded special purpose acquisition company, announced that they have entered into a definitive agreement providing for a proposed business combination that will result in Fold becoming a publicly listed company. The transaction, which has been unanimously approved by the boards of directors of both FTAC Emerald and Fold, is expected to close in the fourth quarter of 2024, subject to customary closing conditions. Latham & Watkins LLP represents Fold in the transaction with a corporate deal team led by Houston partner Ryan Maierson, with associates Daniel Harrist, Brian Bruzzo, Mary Kline, and Rafael Go. Advice was also provided on tax matters by Houston partners Tim Fenn and Jared Grimley, with associate Molly Elkins; on benefits matters by Century City/Bay Area partner Julie Crisp, with associate Joseph Benedetto; on regulatory matters by New York partner Arthur Long and New York counsel Pia Naib; on cryptocurrency matters by New York partner Jenny Cieplak; on intellectual property matters by New York partner Jeff Tochner and New York associate Sebastian Moss; on data privacy matters by Houston/Austin counsel Robert Brown; and on capital markets matters by Houston associate Paul Robe.~~

Jul 24

1 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