J. Anthony Terrell

J. Anthony Terrell, a Pillsbury senior counsel based in New York, has broad and deep experience in corporate and finance matters, with an emphasis on the energy industry. Tony represents issuers and investors on debt, equity, convertible and hybrid securities offerings.  He has handled lease and project financings of various assets such as generating facilities, including nuclear and renewable.

Tony also advises on securities regulation, particularly disclosure and compliance; corporation law and corporate governance; and financial, regulatory and other aspects of M&As, divestitures, disaggregations and various restructuring transactions in the power sector. His special interests include tax-enhanced finance, utility mortgages and solar technology.

REPRESENTATIVE EXPERIENCE :

• Represents issuers and investors on securities offerings, including equity forwards; convertibles; equity units; synthetic preferred stock; secured, unsecured and credit-enhanced corporate debt securities; and tax-exempt “private activity” bonds.
• Advised electric utilities on sale/leasebacks involving nuclear and coal-fired generating plants, gas turbine generators, fuel-handling facilities, unit trains and office buildings, and on renewable energy project financings.
• Counsels companies on governance issues, including drafting amendments to charters and bylaws, responding to shareholder proposals and handling other matters arising under state corporation laws, and advising boards of directors.
• Advises companies on general compliance with the federal securities laws, including periodic reports and proxy statements.
• Advised energy companies on various contemplated and completed M&A transactions, including advice and presentations to boards of directors.
• Counseled utility companies on the corporate, tax, regulatory and financial aspects of disaggregation to separate the electric and gas businesses.
• Advised a power company on the transfer of generating facilities to a subsidiary and the tax-free spinoff of the subsidiary to its shareholders.
• Advised a power company on forming and operating a construction financing trust to finance construction of generating facilities and the reversion of the facilities to the company prior to commercial operation.
• Advises utility companies on operating under, and periodically amending, mortgage indentures.

Associations :

• American Bar Association—Section of Business Law: Committee on Federal Regulation of Securities, Committee on Mergers and Acquisitions, Committee on Trust Indentures; Section of Infrastructure and Regulated Industries, Vice Chairman of committees named above.
• International Bar Association—Section on Business Law

EDUCATION :

• LL.M. (in Taxation), New York University School of Law
• J.D., Villanova University School of Law
• B.A., New York University

ADMISSIONS : New York

COURTS : U.S. District Court for the Southern District of New York