Jason focuses on the development or acquisition and divestiture of energy and infrastructure businesses.
He was named "Dealmaker of the Year" by the American Lawyer in 2016. His ability to structure innovative solutions that meet the business needs of his clients was also recognized by the Financial Times in its FT North America Innovative Lawyers 2015 report where Jason's representation of Freeport LNG won first place in the category of "Innovation in Legal Expertise: Enabling Clients' Business" and Jason himself was personally lauded by the Financial Times for his leadership of these ground breaking transactions. Jason was also recently named one of the 500 Leading Lawyers in America by Lawdragon Magazine.
Jason is the Co-Head of the Oil & Gas Industry Group, one of the Firm's four key global industries. In that context, he has been very active representing clients in midstream energy infrastructure, LNG export and import facilities, petroleum refineries, and petrochemical projects in North America and globally. He is also a member of the Firm's Private Equity Group, where he focuses on mergers & acquisitions in the oil & gas, power, transportation/PPP, and other traditional and emerging infrastructure sectors.
Jason's sponsor clients look to him to effectively and efficiently guide them through the life cycle of their projects and portfolio companies. Jason works shoulder to shoulder with his clients to develop or acquire, equity and debt finance, and ultimately exit their investments. He has represented clients in the negotiation of complex joint venture arrangements, the structuring of multi-billion dollar competitive auctions for cash equity financings, the structuring of bankable construction and commercial arrangements for new projects, the acquisition of infrastructure and natural resources concessions, and the sale and purchase of energy and infrastructure projects and portfolio companies. Jason has also represented both sponsors and lenders in the negotiation and structuring of a wide array of debt financings, including commercial bank debt, mezzanine financings, tied and untied export credit facilities, acquisition financings, privately-placed notes, and underwritten project bonds.
Macquarie Infrastructure Partners – Netrality Data Centers
Representation of Macquarie Infrastructure Partners in the acquisition of Netrality Data Centers from funds managed by Abrams Capital Management. Netrality owns and operates carrier hotel facilities, which act as data connectivity hubs for customers needing connectivity across multiple fiber networks, as well as colocation, powered shell, and wholesale data center solutions.
IFM Global Infrastructure Fund – VTTI Sell Down
Representation of IFM Global Infrastructure Fund in the sale to ADNOC of a 10% equity interest in VTTI. VTTI is an independent global owner of 15 hydrocarbon storage terminals across 14 different countries with around 60 million barrels (9.5 million m3) of combined storage capacity. Following the transaction, VTTI will be owned 10 per cent by ADNOC, 45 per cent by IFM Global Infrastructure Fund and 45 per cent by Vitol (both directly and through Vitol Investment Partnership II Ltd, an investment vehicle sponsored and managed by Vitol).
IFM Investors – Buckeye Partners L.P. Acquisition
Representation of IFM Investors in its acquisition of Buckeye Partners, L.P., a publicly traded master limited partnership which owns and operates a diversified global network of pipeline assets and midstream logistics solutions, in a transaction valued at US$10.3 billion enterprise value and $6.5 billion equity value.
Tellurian Inc. – Driftwood LNG
Ongoing representation of Tellurian Inc. in the development and financing of the Driftwood LNG project, which will include up to five LNG plant facilities to liquefy natural gas, three LNG storage tanks, a marine facility, and other appurtenant facilities at a site near Carlyss, Calcasieu Parish, Louisiana and approximately 96 miles of pipeline and which will produce up to 27.6 million tonnes per annum of LNG for export.
IFM Investors – VTTI Buy Out
Representation of IFM Investors in the acquisition by IFM Global Infrastructure Fund, Vitol Group, and Vitol Investment Partnership II Ltd of Buckeye Partners LP's 50% equity interest in VTTI BV, the leading global independent provider of crude oil, refined product, and other petroleum storage, in consideration of cash proceeds of US$975 million. Upon completion, VTTI became owned 50% by IFM Global Infrastructure Fund and 50% by Vitol and Vitol Investment Partnership II Ltd.
Macquarie Infrastructure Partners / Uniti Group LP – Bluebird Network LLC
Representation of Macquarie Infrastructure Partners and Uniti Group Inc. (Nasdaq: UNIT) with respect to the acquisition of Bluebird Network, LLC, the owner of an approximately 5,200-mile fiber network in Missouri and Illinois, and the concurrent representation of Macquarie Infrastructure Partners with respect to the acquisition of Uniti Group Inc.'s Midwest fiber business (UFMW), comprising an approximately 2,500-mile fiber network in Illinois, and the structuring of an OpCo-PropCo partnership with Uniti Group Inc. in connection therewith. Following consummation of the transactions, Macquarie Infrastructure Partners owns the Bluebird and UFMW businesses, and Uniti Group Inc. owns the Bluebird and UFMW fiber networks and leases them to Macquarie Infrastructure Partners pursuant to an exclusive, long-term lease.
AMP Capital Investors Limited – Invenergy Conventional Power Portfolio
Representation of AMP Capital Investors Limited in connection with its 50/50 partnership with Invenergy Clean Power LLC to acquire and hold Invenergy's operating and development portfolio of natural gas-fired power generation facilities across the United States, Canada and Mexico. The portfolio at closing was comprised of seven operating plants with net capacity of 2,680 MW in the US and Canada, one facility under construction in Pennsylvania, and two late-stage development projects in Mexico. It also includes an extensive early to mid-stage development pipeline in the US and Mexico.
Macquarie Infrastructure Partners – Aligned Energy Data Centers
Representation of Macquarie Infrastructure Partners in their acquisition of a 50% equity interest in Aligned Energy, an infrastructure technology company that offers colocation and build-to-scale solutions to cloud, enterprise, and managed service providers.
AMP Capital Investors Limited – Everstream Solutions LLC
Representation of AMP Capital Investors Limited, an Australian specialist global investment manager and subsidiary of Australia's largest retail and corporate pension provider, in the acquisition of Everstream Solutions LLC, a super-regional network service provider of fiber-based Ethernet, internet and data center solutions.
Blue Sky Investments – esVolta Battery Storage Platform
Representation of Blue Sky Investments in the establishment of esVolta, which in turn acquired an initial portfolio of 116 MWh over-the-fence battery storage projects, including operational projects plus a contracted pipeline, placing the company among the largest owners of energy storage assets. esVolta's initial operating assets will be in California and Ontario, Canada.
IFM Investors – Essential Power Sale
Representation of IFM Investors in the sale by competitive auction of Essential Power, a 1,767 net MW power generation portfolio with facilities throughout the Mid-Atlantic and New England, to The Carlyle Group for an undisclosed amount.
Global Infrastructure Partners – Medallion Gathering System
Representation of Global Infrastructure Partners on its agreement to acquire Medallion Gathering & Processing, LLC (Medallion), the owner of the largest, privately held crude oil transportation system in the Midland Basin of West Texas. GIP acquired Medallion from sellers The Energy & Minerals Group and Laredo Petroleum, Inc. (NYSE: LPI) for a cash purchase price of US$1.825 billion plus additional cash consideration that is linked to GIP's realized profits at exit. White & Case also advised GIP on the US$725 million of stapled debt financing provided by Jefferies LLC.
Macquarie Infrastructure Partners – Waste Industries Sale
Representation of Macquarie Infrastructure Partners on the structuring of the competitive auction and subsequent sale of Waste Industries to an investor group comprising funds controlled by HPS Investment Partners, LLC and Equity Group Investments. Existing shareholders including the founders of Waste Industries and senior management also participated in the sale and purchase and will retain a portion of their investment in Waste Industries. Waste Industries is a regional provider of nonhazardous solid waste collection, transfer, recycling, and disposal services, which operates in North Carolina, South Carolina, Georgia, Tennessee, Virginia, Maryland, and Delaware.
Macquarie Infrastructure Partners – InSite Wireless Acquisition
Representation of Macquarie Infrastructure Partners III in its acquisition of a controlling equity interest in InSite Wireless Group in consideration of approximately $280 million. InSite owns, operates, and manages wireless telecommunications tower site facilities and distributed antenna systems (DAS) across the United States, Puerto Rico, U.S. Virgin Islands, Canada, and Australia. Following the acquisition, InSite is owned by Macquarie Infrastructure Partners III, Cox Enterprises, and Catalyst Investors IV, L.P.
Fortis Inc. – ITC Holdings Corp. Cash Equity Offering
Representation of Fortis Inc. (TSX: FTS), a leader in the North American electric and gas utility business, in the structuring of a competitive auction of a minority interest in ITC Holdings Corp. (NYSE: ITC). An affiliate of GIC Pte Ltd, a sovereign wealth fund of the Government of Singapore, was the successful bidder in the auction and agreed to provide approximately US$1.2 billion in consideration for a 19.9% equity interest in ITC upon the closing of Fortis' underlying $11.3 billion acquisition of ITC. ITC is the largest independent electric transmission company in the US based in Novi, MI.
Freeport LNG – Multi-Train Equity and Debt Financings and Refinancings
Representation of Freeport LNG in respect of the equity and debt financings and refinancings of its three-train natural gas liquefaction and liquefied natural gas export facility at Quintana Island near Freeport, Texas. The individual liquefaction trains comprising the facility are separately owned and financed by subsidiaries of Freeport LNG. The mandates to date have included: the structuring of a US$1.24 billion joint venture for the first liquefaction train between Freeport LNG and its customers Osaka Gas and Jera; a US$4.369 billion export credit agency supported financing for the first liquefaction train; the structuring of a $1.3 billion cash equity auction for the second liquefaction train, which was won by IFM Investors; a $4.025 billion "mini-perm" commercial bank financing of the second liquefaction train; a US$0.925 billion mezzanine financing in-lieu of project equity for the third liquefaction train, which allowed Freeport LNG to maintain its 100% equity ownership in that train; a US$3.64 billion "mini-perm" commercial bank financing of the third liquefaction train; and ten separate issuances of investment grade senior secured project bonds in aggregate initial stated amount of US$5.25 billion to partially refinance the mini-perm debt financings of the second and third liquefaction trains. The four transactions comprising the third party equity and senior secured debt financing of the first two liquefaction trains, which raised over $11 billion, were the largest fully non-recourse project financing in history and were collectively named "2014 Global Deal of the Year" by IJGlobal, "2014 Americas Deal of the Year" by Project Finance International magazine, and one of the "2014 Americas Deals of the Year" by Trade Finance magazine. The senior secured debt financing for the third liquefaction train was named "2016 Deal of the Year" by Trade Finance magazine.
Saudi Aramco – Petro Rabigh Petrochemical Project
Representation of Saudi Aramco with respect to the offtake and other commercial arrangements governing the multibillion-dollar expansion of Petro Rabigh's petrochemical complex at Rabigh, on Saudi Arabia's Red Sea coast. Petro Rabigh is a joint venture that was established between Saudi Aramco and Sumitomo in 2006 to develop the existing petrochemical complex. Petro Rabigh is now partially owned by the Saudi investing public.
Saudi Aramco – Yanbu Export Refinery
Jason represented Saudi Aramco in the commercial arrangements and equity financing of a 400,000-barrel-per-day export petroleum refinery, located at Yanbu on Saudi Arabia's Red Sea coast. The project has been developed as a joint venture between Saudi Aramco and Sinopec.
Liquefied Natural Gas: The Law and Business of LNG, Globe Law and Business, 2017, Financing US LNG Projects
Freeport Sets LNG Benchmark, 2015 Yearbook, (co-author with Clark Wohlferd of White & Case LLP and Brent Wahl, Nicholas Gole, and Aaron Neus of Macquarie Capital, Project Finance International)
Dealmaker of the Year, American Lawyer, 2016
First Place, "Innovation in Legal Expertise: Enabling Clients' Business", FT North America Innovative Lawyers Report 2015, Financial Times
Leading Lawyer, Chambers Global 2015
Projects - USA