Jonathan S. Ayre

Associate

Note: This list contains transactions that were not completed at Morgan Lewis.

Mergers and Acquisitions – Upstream Oil and Gas

• Represented a supermajor in a $2.2 billion acquisition and joint venture of Barnett shale assets.
• Represented a U.K.-based energy company in a $1.3 billion acquisition and joint venture of Haynesville shale assets.
• Represented a Japan-based company in negotiation of agreements for a $680 million acquisition and joint venture of Eagle Ford shale assets.
• Represented the energy division of a major Mexico-based international building materials supplier in the disposition of a portion of its limited partnership interests in an oil and gas exploration venture.
• Represented an independent oil and gas exploration and production company in connection with its acquisition of East Texas oil and gas properties.

Mergers and Acquisitions – Other

• Represented a Middle Eastern titanium dioxide company in its $1.3 billion acquisition of the inorganic chemicals division of a former NYSE-listed chemical company.
• Represented a consulting company in an employee stock ownership plan (ESOP) transaction involving a sale of a portion of its equity interests to an employee stock ownership trust.
• Represented a major international oilfield services company in an acquisition of the assets of an oilfield technology company.
• Represented a media company in connection with the disposition of substantially all of its assets to a strategic buyer and subsequent negotiations with creditors, wind-down and dissolution of the company.
• Represented a major energy services company in connection with its disposition of equity interests in a technology company servicing upstream energy companies
• Represented a biodiesel manufacturer in its acquisition out of bankruptcy of a glycerin processing plant located on the Houston Ship Channel.

Engineering, Procurement and Construction

• Represented the licensed operator as agent for the owners in the drafting and negotiation of an engineering, procurement, and construction contract for the construction of two new nuclear reactors adjacent to an existing nuclear power plant.
• Represented a U.K.-based energy company in the drafting and negotiation of an engineering, procurement, and construction contract for an Australia-based LNG project.
• Represented a U.K.-based independent power producer in the drafting and negotiation of a technical services agreement and an engineering, procurement and construction contract for a coal-fired power plant.

Project Development and Finance

• Represented a private equity investor and developer of a natural gas storage facility in a joint venture including a contribution by a major U.S. energy company and nonrecourse project financing with a combined transaction value of $240 million, a subsequent $75 million recapitalization, project development matters, and restructuring of the entity.
• Represented a biodiesel manufacturer in its corporate restructuring and capitalization through a preferred stock investment by a private equity fund.
• Represented a Middle Eastern private equity fund in the acquisition, financing, and subsequent recapitalization of an 800-MW power-generation facility. Represented the portfolio company in the negotiation of a power hedge agreement, tax abatement proceedings, and project development matters.

Other Transactions

• Represented a private equity company in numerous joint ventures involving Latin American real estate assets.
• Represented a national professional photography company in connection with a master services agreement for the development and implementation of a software package allowing Internet access to studio-generated photographs and agreements to provide photography services to customers of major national retailers.
• Represented a Japan-based company in the formation of and corporate governance matters relating to its U.S. gas marketing subsidiary and related midstream agreements.
• Represented a media company in connection with an equity raise, a convertible note issuance, and corporate governance matters.
• Represented a Brazil-based power company in a proposed international bond issuance pursuant to Regulation S and Rule 144A under the Securities Act.