Norton Rose Fulbright US LLP
Related services and key industries
Kessar Nashat's practice includes representation of public and private companies on a broad range of corporate legal matters, including mergers and acquisitions, spin-offs and other divestitures, joint ventures and debt and equity offerings. These transactions cover a wide range of industries, including energy (with a particular emphasis on renewable energy), manufacturing, aerospace and defense, software and technology. In addition to his transactional experience, Mr. Nashat routinely advises public companies on corporate and securities matters, including with respect to SEC filings, corporate governance and board matters, public disclosures, trading by insiders, takeover defenses and equity-based compensation plans.
JD, cum laude, New York University School of Law, 2002
BA, with distinction, Cornell University, 1999
- New York State Bar
- Represented Rockwell Automation, Inc. in:
- the spin-off of its Rockwell Collins, Inc. avionics and communications business to its shareholders;
- the divestitures of its Power Systems business and interests in Rockwell Scientific Company LLC;
- its acquisitions of Maverick Technologies, Jacobs Automation, Inc. and Pavilion Technologies, Inc.; and
- its $1 billion million registered public debt offering comprised of $425 million of notes due 2029 and $575 million of notes due 2049, its $600 million registered public debt offering comprised of $300 million of notes due 2020 and $300 million of notes due 2025, and $500 million registered public debt offering comprised of $250 million of notes due 2017 and $250 million of debentures due 2037.
- Represented Rockwell Collins, Inc. in:
- its acquisition of ARINC Incorporated, Blue Ridge Simulation, Inc., Computing Technologies for Aviation, Inc., Air Routing International and related companies, DataPath, Inc., Athena Technologies, Inc., Information Technology & Applications Corporation and the simulations business of Evans & Sutherland Computer Corporation;
- the divestitures of its satellite communications business, ARINC Industry Activities business, Rollmet business, its electromechanical systems business, its SMR Technologies business, its in-flight entertainment business and interests in Rockwell Scientific Company LLC; and
- its $300 million registered public offering of notes due 2019.
- Represented Enel Green Power in its sale of an 80 percent stake of a 1.8 GW portfolio comprising eight renewable energy projects in Mexico, and in the formation of a related joint venture.
- Represented Cleco Corporate Holdings LLC in its $1 billion acquisition of conventional power generation assets in Louisiana and Texas from NRG.
- Represented World Fuel Services Corporation in:
- its acquisition of the aviation fueling operations of Exxon Mobil at approximately 80 airports in Canada, the United Kingdom, Germany, Italy, France, Australia and New Zealand;
- its acquisitions of PAPCO, Inc., Associate Petroleum Products, Inc., Colt International, LLC, Ascent Aviation Group, Inc., Western Petroleum Company and substantially all the assets of Multi Service Corporation;
- the formation of its DPTS Marketing, LLC joint venture; and
- the divestiture of its interests in Dakota Petroleum Transport Solutions, LLC, DPTS Marketing, LLC and DPTS Sand, LLC.
- Represented Ullico Inc. in:
- its investment in two separate portfolios of solar and wind power generation assets owned by D.E. Shaw Renewable Investments, and in the formation of two related joint ventures;
- its acquisition a portfolio of four solar projects in Canada from DIF Infrastructure III and a separate portfolio of four solar projects in Canada from BlackRock Real Assets; and
- its acquisition of a minority stake in Southern Star Central Corporation, which owns an approximately 6,000 miles of natural gas transmission pipeline in the Midwest and Mid-Continent regions of the United States, and in the formation of a related joint venture.
- Represented First Reserve in its equity investment in the Lackawanna Energy Center, an approximately 1,485 MW gas-fired power project located in Pennsylvania developed in partnership with Invenergy LLC, and in the formation of a related joint venture.
- Represented Gainesville Renewable Energy Center, LLC in its $750 million sale of the approximately 102.5 MW biomass electricity generating facility located in the City of Gainesville, Florida.
- Represented Eagle Creek Renewable Energy in:
- its acquisitions of portfolios of hydroelectric power generation facilities from Verso Corporation and Algonquin Power and of North American Hydro Holdings LLC; and
- its $100 million equity financing.
- Represented Conduit Capital Partners LLC in:
- its divestiture of its 55% ownership in Pedregal, a 55MW diesel plant based in Pacora, Panama, and 100% interest in Jamaica Energy Partners and West Kingston Power Partners, which collectively operate three diesel plants that supply 30% of the electricity on the island of Jamaica;
- in the $90 million sale, along with a co-investor, of a hydroelectric power plant in Mexico; and
- in the sale, along with two co-investors, of a wind project in Mexico.
- Represented Meritor, Inc. in:
- the divestiture of its Purolator filters business;
- its $200 million Rule 144A private offering of convertible senior notes due 2027;
- its registered public offering of $250 million notes due 2012 and 19,952,500 shares of common stock; and
- its tender offers to purchase up to $175 million of its notes due 2012.
- Represented The Boeing Company in the organization of United Space Alliance, L.L.C., a 50/50 joint venture with Lockheed Martin Corporation that owns and operates their former US government expendable rocket-launch vehicle businesses.
- Represented Fortune Brand, Inc. in its sale of its Titleist golf business for $1.225 Billion.
- Represented the initial purchasers in the $1.25 billion Rule 144A and Regulation S offering of senior secured notes by FLNG Liquefaction 2, LLC.
- Represented the initial purchasers in the $1.075 billion Rule 144A and Regulation S offering of senior secured notes by Ruby Pipeline, L.L.C.
- Represented Ormat Technologies, Inc. in the sale of the Heber Solar project in Imperial County, California.
- Represented Riverstone Holdings LLC in the organization of AES Solar Energy, Ltd., a billion dollar joint venture with The AES Corporation to develop a global platform of utility-scale solar photovoltaic projects.
- Represented Grupo T-Solar in the acquisition of a solar photovoltaic power generation project in Imperial County, California.
- Represented Wolfensohn Fund Management in a joint venture with GE Energy to develop wind projects in Eastern Europe.
- Represented an investment bank in the acquisition of tax equity interests in wind projects in Missouri and Washington.
- Represented a private equity fund in the acquisition of a hydroelectric generation facility in Mexico and in the formation of the related joint venture.
- Represented Demica in connection with two equity raises.
- Represented Beam Inc. in:
- its $600 million registered public debt offering comprised of $300 million of notes due 2017 and $300 million of notes due 2022 and its $500 million registered public debt offering comprised $250 million of notes due 2018 and $250 million of notes due 2023; and
- its tender offer to purchase €500 million of its public debt.
- Represented CA, Inc. in its acquisition of 4Base Technology, Inc.
- Represented Conexant Systems, Inc. in:
- its public company merger with GlobespanVirata, Inc.;
- the spin-off of its Mindspeed Technologies, Inc. Internet infrastructure business to its shareholders.; and
- its $250 million Rule 144A private offering of convertible subordinated notes due 2026,
- Represented GLG Partners, Inc. in its $228.5 million Rule 144A private offering of convertible subordinated notes due 2014.
- BTI Client Service All-Star, The BTI Consulting Group, Inc., 2021
- Legal 500 USA, Recommended Lawyer, M&A / Corporate and Commercial - M&A: middle-market (US$500m-999m), The Legal 500, 2018 – 2022
- Legal 500 USA, Recommended Lawyer, Energy: Renewable / Alternative Power, The Legal 500, 2018– 2021
- Legal 500 USA, Next Generation Lawyer, M&A / Corporate and Commercial - M&A: middle-market (US$500m-999m), The Legal 500, 2018 – 2022
- IFLR1000 – United States, Euromoney Institutional Investor PLC, 2018 – 2021
- "SEC Issues Order for Partial Stay of Conflict Minerals Rules," Client Alert, May 5, 2014
- "SEC Issues Guidance on Conflict Minerals Rules," Client Alert, April 30, 2014
- "U.S. Court of Appeals Issues Ruling in Conflict Minerals Case," Client Alert, April 21, 2014
- "Rights Plan in a New Era: Recent Drafting Trends," Bloomberg Law Reports, March 12, 2012
- Co-author, "How the US Financial Bailout Works, Infrastructure Journal," October 15, 2008
- "Emergency Economic Stabilization Act of 2008: The U.S. Government's Attempt to Rescue the Financial Industry," Client Alert, October 2008
- "SEC Proposes Amendments to Executive Compensation and Related Party Disclosure Rules," Client Alert, February 21, 2006
- "SEC Proposes Internet Availability of Proxy Materials," Client Alert, December 21, 2005
- "SEC Adopts Major Securities Offering Reforms," Client Alert, July 29, 2005
- Co-author, "SEC Adopts Final Rules Restricting Insider Trading During Pension Fund Blackout Periods," Metropolitan Corporate Counsel, May 2003