Seth Kerschner

Partner, New York

Biography

“Seth Kerschner is highly adept at managing the environmental aspects of transactions and is also sought after for his expertise in environmental disputes. One commentator enthuses: ‘He has really good strategic insights and is an able and persuasive advocate.’”
Chambers USA 2017

Overview

Seth practices environmental law, and assists clients with transactions, litigation, climate change, regulatory compliance, site remediation, sustainability and energy transition matters. Seth's practice involves work with public and private companies, governments and nonprofit organizations.

His transactional practice involves advising domestic and international clients on environmental matters in the context of mergers, acquisitions, divestitures, financings, securities offerings, bankruptcies and real estate transactions. He advises clients through each environmental aspect of a deal, from designing and coordinating transaction-specific environmental due diligence assessments, through negotiating agreements and environmental insurance, to handling closing and post-closing matters. He has managed the environmental aspects of hundreds of successfully consummated transactions in the manufacturing, chemical, fossil fuel and renewable power, oil & gas, pharmaceutical and private equity sectors, among others. He has significant experience with wind and solar projects. Seth advises developers and lenders on applying the Equator Principles and IFC Performance Standards to energy and infrastructure projects. Seth has experience with international climate change law. He counseled a government client through several meetings of the Conference of Parties (COP) to the United Nations Framework Convention on Climate Change, including COP21 that resulted in the Paris Agreement.

Seth also represents clients in environmental litigation, including disputes relating to water pollution, air emissions from oil & gas facilities, physical risks associated with climate change, longer term shifts in climatic patterns, contaminated land, and emerging contaminants. Seth's work on energy transition matters also involves advising clients on greenhouse gas emission reduction and offset projects, and sustainability and climate change disclosure.

Seth taught environmental law courses at Columbia University and Boston College.

Seth has been recognized by Law360 and Chambers USA as a leading environmental practitioner.

Bars and Courts
New York State Bar
Massachusetts State Bar
US District Court for the District of Massachusetts
Education
JD
Boston College Law School
AB
Brown University
Languages
English

Experience

Recent matters include the representation of:

  • A multinational European based oil & gas company in matters relating to climate change and energy transition, including climate change litigation pending in California.
  • A global battery recycler in assessing and managing sustainability risks and opportunities.
  • A foreign government in connection with negotiating and implementing the Paris Agreement, an international climate change agreement.
  • A major US corporation in litigation arising from the Lower Passaic River Superfund Site.
  • Saudi Aramco in its
    • $25.6 billion initial public offering, and
    • acquisition of a 70 percent equity interest in Saudi Basic Industries Corporation for US$ 69.1 billion.
  • Macquarie Infrastructure Corp. in its
    • US$2.685 billion sale of International-Matex Tank Terminals, a bulk liquid terminals business, to Riverstone Holdings LLC,
    • sale of Bayonne Energy Center, a power generation facility in New Jersey, and
    • acquisition of a portfolio of seven oil terminals in the US Southeast and Southwest.
  • Dominus Capital, L.P. in its
    • acquisition of Surface Preparation Technologies, LLC, the country's leading provider of rumble strips and related roadway safety services,
    • acquisition of Lockmasters, Inc., a manufacturer and distributor of locks, doors and related hardware components and provider of related education and training classes,
    • acquisition of EMPG Holding Company, and
    • acquisition of BluSky Restoration Holdings LLC.
  • Quad-C Management, Inc. in its
    • acquisition of a majority interest in Boulder Scientific Company, LLC, a company that develops and manufactures specialty chemicals, and
    • investment in Pharm-Olam International, Ltd.
  • Calpine Corporation in its
    • US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors, and
    • sale of the Garrison Energy Center, a 325 MW combined cycle plant located in Delaware, and RockGen Energy Center, a 503 MW peaker located in Wisconsin.
  • Clients in dozens of renewable energy transactions, including:
    • Korea Hydro & Nuclear Power Co., Ltd., Alpha Asset Management, Sprott Korea Investment, Hana Financial Investment and Korea Investment & Securities, as a consortium, in a US$1.5 billion acquisition of a 49.9% stake in a wind farm portfolio from Brookfield Renewable and Invenergy LLC.
    • B. Riley Principal Merger Corp. II, a SPAC, in its US$550 million business combination with Eos Energy Services LLC, a leading manufacturer of zinc hybrid cathode battery energy storage systems.
    • Masdar in its acquisition of a 50 percent stake from EDF Renewables, Inc., in six solar and wind farm assets spread across the states of California, Nebraska and Texas. The entire portfolio of assets represents a total capacity of approximately 1.6 GW, making this one of the largest acquisitions of renewable assets in North America in 2020.
    • Calpine Corporation on the US$1.1 billion Climate Bond Certified financing for its wholly owned subsidiary Geysers Power Company ("GPC"). GPC owns 13 geothermal power plants at The Geysers, which is the largest complex of geothermal power plants in the US and is responsible for providing almost one-tenth of the renewable power produced in California every year.
    • A sovereign fund in the ongoing, proposed acquisition of a cash equity interest in five solar projects in North Carolina with a combined capacity in excess of 300 MW.
    • Masdar on its acquisition of John Laing Group’s stakes in two wind farms in the United States (the Rocksprings wind farm in Texas and the Sterling wind farm in New Mexico). The deal is Masdar’s very first North American renewable energy investment.
    • Mizuho and KDB as lead arrangers in connection with the project financing for a 60 MW solar PV project with a 30 MW battery storage located in Guam.
  • Sempra Energy, a Fortune 500 energy services holding company, in the:
    • US$2.23 billion sale of Sempra’s Chilean businesses to a China-based company engaged in construction and operation of power grids,
    • sale of Sempra’s equity interests in its Peruvian businesses, including its 83.6 percent stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co., Limited for US$3.59 billion,
    • US$1.275 billion acquisition by Oncor Electric Delivery Company LLC, a subsidiary of Sempra, of InfraREIT, Inc., which owns electrical power lines, substations and transmission towers in Texas, and
    • acquisition by Sempra of a 50% limited partnership interest in a holding company that will own Sharyland Utilities, LP, a Texas-based electric transmission utility owned by members of the Hunt Family.
  • Pernod Ricard SA, the world's second largest producer of wines and spirits, in its
    • acquisition of Firestone & Robertson Distilling, owner of the TX brand, a leading whiskey portfolio headquartered in Fort Worth, Texas, and
    • acquisition of a majority interest in Rabbit Hole Spirits, LLC, a US premium bourbon brand.
  • DIC Corporation, a Japanese fine chemicals company, and its US subsidiary Sun Chemical Corporation, in connection with DIC's €1.15 billion acquisition of BASF's global pigments business, known as BASF Colors & Effects.
  • Motiva Enterprises in connection with its acquisition of Flint Hills Resources' chemical plant in Port Arthur, Texas.
  • Occidental Petroleum Corporation in its US$825 million sale of onshore oil and gas assets in Colombia to The Carlyle Group.
  • Saudi Refining Inc. (SRI), a wholly owned subsidiary of Saudi Aramco, in the discontinuation of Motiva Enterprises LLC (Motiva) and the division of Motiva's assets, liabilities, and businesses between SRI and affiliates of its joint venture partner, Royal Dutch Shell PLC.
  • Harvest Partners in the remediation of properties owned and operated by TruckPro Holding Corporation, one of the nation's largest independent distributors of heavy-duty truck and trailer parts, and in the subsequent sale of TruckPro Holding Corporation to an affiliate of Platinum Equity.
  • Conservation Law Foundation's environmental enforcement program in Clean Water Act litigation throughout New England.
  • Antin Infrastructure Partners in the US$1.25 billion acquisition of Veolia Group's district energy assets in the United States, which is comprised of steam, hot and chilled water and electricity production plants, including cogeneration plants, and 13 networks in 10 US cities.
  • CITIC Capital in itsUS$770 million acquisition of GNC Holdings Inc. through its subsidiary Harbin Pharmaceutical Group Holding Co., Ltd. pursuant to Section 363 of the United States Bankruptcy Code.
  • Mill Rock Capital in the acquisition of Trojan Lithograph Corporation, a U.S.-based provider of high-end, graphic paper packaging.
  • Avon Rubber p.l.c., a leading provider of life critical personal protection systems to military and first responder markets, in its US$130 million acquisition of Team Wendy, LLC, a leading supplier of critical protective systems including helmets and helmet liner and retention systems for military and first responders.
  • Valmet Corporation, the leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries, in its EUR 64 million acquisition of PMP Group, a Polish provider of technologies and services for the paper industry.
  • Brookfield Infrastructure, its institutional partners and GIC, Singapore's sovereign wealth fund, on the US$8.4 billion acquisition of Genesee & Wyoming Inc., a freight railroad owner and operator based in the US.
  • Pfizer Inc., as environmental counsel, in connection with Pfizer's agreement with GlaxoSmithKline to create a consumer healthcare joint venture with global sales of approximately US$12.7 billion.
  • Morgan Stanley Infrastructure Partners (MSIP) on the acquisition, through funds managed by MSIP, of Seven Seas Water, a leader in Water-as-a-Service solutions (WaaS®).
  • Carlyle Power Partners in the US$590 million acquisition of three natural gas-fired generation facilities in New England, known as Bridgeport Energy, Tiverton Power and Rumford Power.
  • Vale S.A., a Brazilian mining company and the largest producer of iron ore and nickel in the world, in its US$550 million acquisition of Ferrous Resources Limited, a mid-sized iron ore company in Brazil.
  • HOVENSA LLC, a joint venture formed by Hess Corporation and Petróleos de Venezuela, in the sale of substantially all of its US Virgin Islands petroleum terminal and refining assets.
  • AIT Worldwide Logistics Holdings, Inc., a portfolio company of Quad-C Management, Inc., in its add-on acquisition of Unitrans Holdings, Inc., an international transportation and logistics provider.
  • 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.
  • Macquarie Infrastructure Partners II in the US$1.212 billion sale of Gadus Holdings Corporation, the parent company of WCA Waste Corporation, to GFL Holdco (US), LLC, a subsidiary of GFL Environmental Inc.
  • Lantheus Holdings, Inc. (in the US$500 million acquisition of Progenics Pharmaceuticals, Inc.
  • Outbrain, a leading digital advertising platform, in its merger with Taboola, creating a combined company with revenue of more than US$2 billion.
  • CVC Capital Partners in its majority investment in Vitech Systems Group, a provider of cloud-based financial administration solutions.
  • NTT DATA, Inc., a recognized leader in global technology services, in its acquisition of Net eSolutions Corporation, a provider of digital design and transformation services for US Department of Health and Human Services.
  • I Squared Capital Advisors and its portfolio company American Intermodal Management in a joint venture with Castle & Cooke Investments and its portfolio company Flexi-Van Leasing, whereby AIM will be combined with Flexi-Van, the third largest marine chassis provider in the US
  • LifePoint Health, Inc. (in its US$5.6 billion merger with RCCH HealthCare Partners.
  • Brookfield Asset Management in its CAD$4.3 billion acquisition of Enercare Inc.
  • Summa Equity AB in its acquisition of Olink Proteomics Holding AB, a Swedish life science company.
  • Anthem, Inc. in the acquisition of Beacon Health Options, the largest independently held behavioral health organization in the US.
  • SodaStream International Ltd., in its US$3.2 billion sale to PepsiCo, Inc.
  • L2 Brands, LLC, a manufacturer of premium collegiate apparel and accessories, in its acquisition of L & W Apparel, LLC.
  • CVC Capital Partners in the US$1.8 billion acquisition of ConvergeOne Holdings, Inc. (NASDAQ: CVON; and in its US$1.425 billion acquisition of PDC Brands, a beauty and personal care products company.
  • Fortis Inc. in its on its issuance of US$2 billion notes and its US$11.3 billion acquisition of ITC Holdings Corp., an electric transmission company operating in the Great Lakes and Great Plains regions.
  • Hess Corporation on the environmental aspects of its US$1.8 billion notes offerings.
  • China Three Gorges Corporation in its US$1.2 billion acquisition of Duke Energy's assets in Brazil.
  • Triton Partners in the acquisition of WernerCo, a Switzerland-based fully integrated international manufacturer and distributor of ladders, secure storage systems and light duty construction equipment.
  • SDIC Fund Management Co., Ltd. in its agreement to acquire an ownership stake in Maxwell Technologies, Inc.
  • Harvest Partners in its acquisition of PRO Unlimited, a provider of contingent workforce management services and software.
  • Certares LP in the acquisition of Guardian Alarm and Guardian Medical Monitoring.
  • Dynegy Inc. in the purchase by its wholly-owned subsidiary, Dynegy Zimmer of AEP Generation Resources Inc.'s interest in the Wm. H. Zimmer Generating Station; and in the sale by Dynegy's wholly-owned subsidiary, Dynegy Conesville, LLC of its interest in the Unit 4 Conesville Generating Station to AEP.
Speaking Engagements

Seth Kerschner is an environmental law lecturer at Columbia University, and has previously taught environmental law at Boston College

Awards and Recognition

"Band 2" for Environment: Mainly Transactional
Chambers USA (2018-2020)

The Best Lawyers in America: Environmental Law (2017-2020)

Recipient of a "40 under 40 Emerging Leaders Award"
The M&A Advisor (2018)

"Up & Coming Individual" for Environment: Mainly Transactional
Chambers USA (2017)

Recognized Individual for Environment: Litigation and Transactional
Legal 500 USA (2017-2020)

"Associate to Watch" for Environment: Mainly Transactional
Chambers USA (2015)

Named an Environmental "Rising Star"
Law360 (2013)