J.A. has advised public and private companies, private equity firms, infrastructure firms, investment banks, and special committees in a number of US and cross-border transactions, including public and private mergers, leveraged buyouts, spin-offs, reverse Morris Trust transactions, proxy contests/shareholder activism, strategic investments and joint ventures and other transactional matters. He also has represented clients in public and private capital market transactions, including debt and equity offerings, private equity/sponsor investments and fund formations.

In addition to representing clients across many industries, J.A. has deep experience representing participants in the power and utility space, including electric utilities, diversified energy companies, independent power producers, fund sponsors and investors. In addition, J.A. has significant experience in transactions in the financial services, defense and government contracts, and real estate sectors.

Prior to attending law school, J.A. was a field artillery officer in the United States Army, where he served in the Republic of Korea and with the 82nd Airborne Division at Fort Bragg, North Carolina.

Featured Experience

• Represented enCore Energy Corp., in connection with its $120 million acquisition of the Alta Mesa In-Situ Recovery uranium project from Energy Fuels Inc.

• Represented APX, Inc., a technology and service and solution provider for energy and environmental markets, in connection with its acquisition by Xpansiv*

• Represented SemaConnect, an electric vehicle charging company, in connection with acquisition by publicly traded Blink Charging Co. for $200 million in stock and cash*

• Represented Everfi, Inc. in connection with the sale to publicly traded Blackbaud, Inc. for $750 million in stock and cash*

• Represented Kadmon Holdings, Inc., a publicly traded biopharmaceutical company, in connection with its $1.9 billion acquisition by Sanofi*

• Represented Empresa de Energia del Cono Sur in connection with its $114 million mandatory tender offer to acquire all of the American Depositary Shares of Empresa Distribuidora y Comercializadora Norte S.A.*

• Represented JGC Holdings Corporation in connection with its investment in NuScale Power LLC, a developer of small modular reactor (SMR) technology, and their collaboration on SMR plant construction projects*
• Represented Learning Technologies Group in connection with it its $394 million acquisition of GP Strategies*
• Represented First Solar, Inc. in connection with the sale of its North American O&M Business to Northstar Energy Management, a portfolio company of Clairvest Partners*
• Represented Entergy Corporation in connection with its:
  • sale of Entergy Nuclear Generation Company, the owner of the Pilgrim Nuclear Power Station, and sale of Entergy Nuclear Palisades, the owner of the Palisades Nuclear Power Station, to Holtec International*
  • sale of the entities that own the Indian Point Energy Center to Holtec International*
  • sale of Entergy Nuclear Vermont Yankee, the owner of the Vermont Yankee nuclear power plant, to NorthStar Holdings*
  • asset sale of the James A. FitzPatrick nuclear power plant to Exelon Generation, a subsidiary of Exelon Corporation*
  • proposed, but terminated, $6 billion spinoff of its transmission business to ITC Holdings Corp. in a reverse Morris Trust transaction*
• Represented a cloud-based software company in connection with its $1.9 billion spin-off of a software company*
• Represented an emerging growth financial planning technology company in its acquisition by a portfolio management solution provider for investment advisors*
• Represented Brookfield Asset Management, Inc. in connection with its $6.8 billion acquisition of Forest City Realty Trust Inc.*
• Represented The Advisory Board Company in its $2.6 billion sale of its healthcare business to OptumInsight, Inc. and its education business to affiliates of Vista Equity Partners LLC in response to Elliott Management’s activist campaign*
• Represented Vencore, a portfolio company of Veritas Capital Management and provider of information, engineering and analysis solutions to US intelligence, defense and civilian agencies, in connection with its combination with the US public services business of DXC Technology Co. and KeyPoint Government Solutions in a reverse Morris Trust transaction*
• Represented Dynegy Inc. in connection with its:
  • stock-for-stock merger with Vistra Energy to create a combined company with an enterprise value in excess of $20 billion*
  • $3.3 billion acquisition of ENGIE, S.A.’s US fossil electric generation portfolio*
• Represented Duke Energy Corporation in connection with the:
  • sale of its Latin America power portfolio business (ex-Brazil) to funds advised by I Squared Capital for $1.2 billion*
  • spinoff of Spectra Energy*
• Represented Amherst Holdings, LLC in the combination of its broker-dealer business Amherst Securities Group L.P. with Pierpont Securities Holdings LLC*
• Represented a private equity sponsor in connection with its majority investment in a shipping finance company*
• Represented AIA Energy North America, LLC, an infrastructure fund, in connection with its acquisition of the entities that own the Cross-Sound Cable System from affiliates of Brookfield Asset Management*
• Represented a private equity sponsor in connection with its majority investment in a high voltage, long distance merchant transmission company*
• Represented Leidos Holdings, Inc. in its acquisition of Lockheed Martin’s Information Systems & Global Solutions segment in a reverse Morris Trust transaction valued at $5 billion*
• Represented TECO Energy in its $10.4 billion sale to Emera*
• Represented Northeast Utilities in its merger of equals with NSTAR to create one of the nation’s largest electric utilities with an enterprise value of $17.5 billion*
• Represented the special committee of the board of directors of CNX Gas Corporation, a producer of natural gas, in the $964 million acquisition by CONSOL Energy Inc. of the remaining stake in CNX Gas which CONSOL did not own*
• Represented the special committee of the board of directors of Total System Services Inc. in its $5 billion spinoff from Synovus Financial Corp, its 81 percent parent* *prior firm representations

Education
BA, Virginia Military Institute, 1996

• Delaware Court Addresses Ability to Sue Buyers for Lost Premiums in M&A Deals, Deal Lawyers
• A Primer on Planning, Negotiating and Executing a Reverse Morris Trust Transaction, Transaction Advisors
• Declaration and Payment of Dividends in a Time of Economic Uncertainty
• Selling the Company: A Practical Guide to Directors and Officers