Mark Caterini counsels sellers, acquirers, investors, lenders and underwriters on the tax planning and structuring of transactions, including taxable and tax­free corporate mergers, spin-offs, stock, asset and joint venture acquisitions and related financing.

Mark also has extensive experience in cross­border tax planning especially with matters involving the US controlled foreign corporation, passive foreign investment company and foreign tax credit provisions of the US tax law and the application of the US treaty network. Mark’s work includes numerous partnership and joint venture transactions for the formation of, and investment in, renewable and alternative energy projects, project financings and securitizations.

  • Selected Partnership and Joint Venture Transactions

    • Tax Equity in connection with the development of the Fowler Ridge IV Wind Facility

    • Tax Equity in connection with the development of the Osage Wind Facility Tax Equity in connection with the development of the Shannon Wind Facility

    • Tax Equity in connection with the development of the South Plains II Wind Facility

    • Sponsor in connection with the development of a 10 wind facilities in Iowa

    • Tax Equity in connection with the acquisition of BayWa Anderson Wind Facility

    • Tax equity in connection with the development of the Origin Wind Facility

    • Tax equity in connection with the development of the Goodwell Wind Facility

    • The sponsor in connection with the acquisition and development of the Brahms Wind Facility

    • Tax equity in connection with the purchase of an equity interest in the Idaho Wind Partners I Wind Facility

    • Tax equity in connection with the development of the Buffalo Dunes Wind Facility

    • The sponsor in connection with the acquisition and development of the Davis Monthan Air Force Base Solar Facility

    • The sponsor in connection with the acquisition and development of the Valley Center Solar Facility

    • The sponsor in connection with the acquisition and development of the Ramona Solar Facility

    • Tax equity in connection with the development of the Route 66 Wind Facility

    • Tax equity in connection with the development of Panhandle 2 Wind Facility

    • Tax equity in connection with the development of the Canadian Hills Wind Facility

    • Tax equity in connection with the development of the Prairie Rose Wind Facility

    • Tax equity in connection with the development of the Chisholm View Wind Facility

    • The sponsor in connection with the acquisition and development of the Acacia Solar Facility

    • The sponsor in connection with the acquisition and development of the Picture Rocks Solar Facility

    • Tax equity in connection with the development of the China Lake Solar Facility at the Naval Weapons Station in California

    • Tax equity in connection with the development of the Rocky Ridge Wind Facility

    • Tax equity in connection with the development of the Caney River Wind Facility

    • AES in connection with the development of the Buffalo Gap I Wind Facility, the Buffalo Gap II Wind Facility, the Buffalo Gap III Wind Facility and the initial development of the Buffalo Gap IV Wind Facility

    • AES in connection with the development of the Mountain View I Wind Facility and the Mountain View II Wind Facility

    • AES in connection with the development of the Lake Benton Wind Facility and the Storm Lake Wind Facility

    • Puget Sound Energy, Inc. in connection with its acquisition and development of the Wild Horse Wind Facility and the Hopkins Ridge Wind Facility

    • Green Earth Fuels, LLC in connection with the development and construction of a bio­diesel facility and related joint venture

    • Duke Energy in connection with the formation of ADAGE LLC (a biomass renewable energy facility) with Areva

    • Babcock & Brown with respect to their $6.7 billion acquisition of an 80% equity interest in MidCon LLC (the owner of The Natural Gas Pipeline Company of America)

    • AGL Resources in connection with the restructuring of SouthStar Energy Services, LLC, a joint venture with Piedmont Natural Gas

    • RWE, AG in connection with its acquisition of a 50% interest in the LNG business of Excellerate and subsequent restructurings

    • Constellation Energy Group in connection with the structuring of a proposed joint venture with Goldman Sachs & Co. involving the separation and spin-off of Constellation’s generation from its retail operations (including, a complex internal restructuring and the receipt of a private letter ruling from the IRS)

    • Macquarie Infrastructure Partners in connection with its acquisition of various interests in toll roads including, Chicago Skyway, Dulles Greenway, Indiana Toll Road and the South Bay Expressway and subsequent restructurings

    • Macquarie Infrastructure Partners in connection with its bid with respect to the privatization of the metered parking system for The City of Chicago and with respect to the privatization of certain concessions at Chicago Midway Airport

    • Echostar in connection with their joint relationships with SpaceConnections and The Big Ten Network

    • American Transmission Company, LLC in connection with certain restructuring issues and proposed transactions (including, the receipt of the only private letter ruling permitting the non pro­rata allocation of certain tax items between taxable and tax exempt partners without limiting accelerated depreciation)

    • Cascade, LLC in connection with the formation of EnergyCo with PNM Resources

    • Coastal Energy in connection with the restructuring of APICO, LLC (and APICO’s rights to certain gas fields in Thailand)

    • Puget Sound Energy, Inc. in connection with its acquisition of a 48.95% interest in the 249 MW Fredrickson gas fired power plant

    • Enron North America Corp. in connection with its acquisition of a 40% interest in the 1,040 MW Sithe cogeneration facility

    • Optim Energy, LLC in connection with the development and construction of Cedar Bayou 4, a 550 MW gas fired power plant jointly owned with NRG

    • Louis Dreyfus & Co. with respect to the structuring of the Calyx Argo Fund (a diversified fund involving investments in various agri-business projects throughout South America)

    • RBS Sempra with respect to the formation of TaQa Gen LLC with The Abu Dhabi National Energy Company

    • Cutuco Energy with respect to establishing a natural gas terminal, a regasification plant, a combined cycle power plant, a desalinization plant, a natural gas pipeline system and power transmission lines in El Salvador

    • Citius, Ltd with respect to a joint venture involved with pursuing renewable energy projects in India

    • NuStart, LLC with respect to its grant application pursuant to the Nuclear 2010 Energy Program

    • Schoeller & Beckmann AG in connection with the formation of Exoko, LLC

    • Selected Corporate Acquisitions and Restructuring Transactions
    • MetLife, Inc. in connection with its $15.5 billion acquisition of the Alico division of AIG
    • MetLife, Inc. in connection with certain restructuring transactions related to recent multi-billion dollar divestitures and acquisitions
    • Ambac Financial Group, Inc. in connection with its debt restructuring, IRS controversy and the largest financial services chapter 11 filing in 2010
    • Lehman Brothers in connection with the restructuring of a $25 billion portfolio of securities held by Sachsen LB
    • Energy East Corporation in connection with its $8.1 billion merger with Iberdola, S.A.
    • Northeastern Utilities in connection with its proposed $7.5 billion merger with Consolidated Energy
    • Lincoln National in connection with its $7.4 billion merger with Jefferson­Pilot
    • Puget Energy in connection with its $7.4 billion acquisition by a consortium of infrastructure investors
    • Aegon N.V. in connection with it $3.2 billion merger with Providian and related spinoff of non­core assets
    • AGL Resources Inc. in connection with its $3.1 billion merger with Nicor, Inc.
    • National Grid in connection with its $3.0 billion merger with Niagra Mohawk
    • Potomac Electric Power Company in connection with its $2.2 billion merger with Connective, Inc.
    • Peoples Energy in connection with its $1.5 billion merger with WPS Resources
    • Scottish Re in connection with the $1.3 billion divestiture of a portion of its US business to Hannover Re (Germany)
    • Public Service Enterprise Group in connection with the $1.2 billion sale of its Chilean operations (the SEASA Group)
    • Siemens GMBH with respect to certain global restructuring issues Argonaut Group, Inc. in connection with its merger with PXRe Group, Ltd.
    • Argonaut Group, Inc. in connection with its merger with PXRe Group, Ltd.
    • Numerous corporations with respect to proposed redomestication transactions
    • AIG in connection with certain restructuring transactions
    • Synoptics in connection with the acquisition of CoWare, Inc.
    • Northeast Utilities with respect to its merger with Yankee Energy Systems
    • AGL Resources Inc. in connection with its acquisition of NUI
    • Sonatrach, the Algerian state oil company, in connection with its efforts to establish a U.S. gas delivery and trading platform
    • Major Chinese state energy companies related to potential acquisitions in the Americas and Asia
    • Major Mexican financial services company in connection with a bid for a Mexican asset management company
    • Direct Energy with respect to its acquisition of Strategic Energy LLC and certain restructuring transactions
    • Scottish Re in connection with the acquisition of the US life reinsurance business of ING
    • Fox Paine in connection with its acquisition of United National Group Duke Energy in its acquisition of Catamount Energy Corporation (owning and developing wind facilities in the U.S. and the United Kingdom with an aggregate nameplate capacity of 1.750 billion MWs)
    • Scottish Re in connection with the acquisition of control by Cerberus and Mass Mutual Capital
    • Investors and companies in connection with the formation of startup financial guaranty insurance companies RAM Holdings and ChannelRe Holdings Ltd.
    • Suez Environment, NA in connection with its acquisition of United Services Georgia, Inc. and in connection with its restructuring of their North American business operations
    • Interstate Power and Light in connection with its sale of the 798 MW Duane Arnold Nuclear Power Plant to Florida Power and Light (including the receipt of the first private letter ruling permitting the “bifurcation” of a nuclear decommissioning fund)
    • Consumers Energy in its sale of the 798 MW Palisades Nuclear Power Plant to Entergy Corporation
    • Ariel Holdings, Ltd. with respect to its sale of certain blocks of insurance to a SPV formed by an investment consortium
    • Suez Environment, NA in connection with its acquisition from AECOM of various assets located in the U.S., Canada and Asia relating to “water earth technology” as part of a simultaneous acquisition of such assets by AECOM from Tyco and subsequent restructurings
    • Public Service Enterprise Group in connection with its sale of two 500 MW gas fired generating plants to Wayzata Investment Partners and Energy Capital Partners
    • Assured Guaranty in connection with certain restructuring transactions
    • Alibaba Group in connection with its acquisition of Auctiva
    • Enron North America Corp. in connection with the bankruptcy auction of certain assets (including Enron Wind)
    • Liberty Mutual in connection with the sale of multiple blocks of insurance and renewal rights to various acquirers
    • Essent Group, Ltd., a mortgage guaranty insurance and reinsurance startup, in connection with its formation, structuring and financing and its acquisition of an operating platform and intellectual property from Triad Guaranty Inc.
    • Selected Security Offerings, Securitizations and Financial Product Transactions
    • Scottish Re Group Ltd. in connection with numerous public offerings of convertible debt, perpetual preferred stock, hybrid and equity securities

    • Coca­Cola Embonor, S.A., of Chile with respect to certain ADR offerings

    • Aon Corp. with respect to one of the first securitizations of a portfolio of private equity investments

    • Nationwide with respect to a contingent surplus note offering

    • Scottish Re in connection with a mortality risk securitization transaction

    • MidAmerican with respect to a senior debt offering

    • Axis Capital Holdings, Ltd. in connection with their initial public offering and secondary offering

    • Underwriters in connection with the initial public offering of Endurance Specialty Holdings, Ltd

    • Goodman Australia Industrial Fund with respect to a potential securities offering

    • Genworth Financial Inc., Legal & General America Inc., and Scottish Re Group Ltd. in connection with the securitization and financing of XXX reserves

    • Underwriters of Assured Guaranty Ltd. in its initial public equity offering and its equity units offering

    • RAM Holdings Ltd. in its initial public equity offering and its contingent preferred share issuance

    • Underwriters in the initial public equity offering of Flagstone Reinsurance Holdings Limited and in the initial and secondary public offerings of Endurance Specialty Holdings, Ltd.

    • Aspen Insurance Holdings Limited and United National Group, Ltd. in their initial public offerings


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