Lucas F. Torres brings nearly three decades of experience advising public companies and their underwriters in public offerings and private placements of equity and debt securities in connection with meeting capital needs, refinancing and restructuring of outstanding debt and financing acquisitions and other strategic transactions.
Lucas also draws upon his extensive knowledge of the energy industry in providing practical and proactive advice to issuers, boards of directors, underwriters and investors in a broad range of corporate, finance and securities matters, including mergers and acquisitions, SEC reporting and compliance and corporate governance.He has acted as primary corporate counsel to two of the largest investor-owned electric and gas utility systems in the United States and as issuer’s or designated underwriters’ counsel to many other domestic utility and telecommunications companies in numerous registered and 144A/Regulation S offerings, private placements, consent solicitations and tender offers involving a broad spectrum of securities, including:
- senior notes
- mortgage bonds
- tax-exempt industrial revenue bonds
- utility securitization bonds
- convertible notes
- preferred stock
- equity units
- trust preferred securities
- lease obligation bonds
- pass-thru trust certificates.
- Counsels public companies on strategic transactions, SEC reporting and compliance, financial restructuring matters and corporate governance.
- Advises public energy companies and their underwriters in capital-raising transactions, in particular, in the electric and gas utility space.
- Represented FirstEnergy Corp. and its operating subsidiaries in various restructurings of their syndicated bank facilities, including to meet growing in working capital needs and to insulate regulated operations from the impacts of anticipated write-downs and impairments of merchant generation assets. In particular, in December 2016, negotiated restructured facilities that successfully limited those potential impacts and supported the company’s transition to a fully-regulated business.
- Advised Greenlight Capital Re, LTD. in connection with a Rule 144A offering of $100 million of convertible senior notes and the related repurchase of one million of its Class A ordinary shares. In addition to the repurchases, net proceeds were contributed to the capital and surplus of certain reinsurance subsidiaries and used for general corporate purposes.
- Advised Spire Inc., an investor-owned gas distribution and marketing system, in its acquisitions of Missouri Gas Energy, Alabama Gas and EnergySouth, which expanded its business across Missouri and into Alabama and Mississippi. In addition to advising on deal negotiations, helped bring to market the associated acquisition financing, which for the Alabama Gas acquisition included $140 million of equity units, $460 million of common stock and $620 million of floating rate senior notes.
- Assisted FirstEnergy Corp., an investor-owned electric transmission, distribution and generation system, in its strategy to focus on its regulated operations. Helped restructure existing transmission holdings and raise funds for a $5 billion, multiyear investment program. Those efforts included a May 2014 Rule 144A/Regulation S offering of $1 billion of long-term debt and an additional $950 million of long-term debt later that same year, as well as follow-on debt offerings of $225 million in 2015 and $150 million in 2017.
- Chair, Akin Gump – New York Inclusion Council.
- Member, Akin Gump – New York Hiring Committee.
- Member, Board of Directors, Council of Urban Professionals (CUP); Committees – Finance; Nominating and Governance.
- Member, Hispanic Lawyers Society of New York.
- Member, Akin Gump – Firmwide Diversity and Inclusion Council.
- J.D., Columbia Law School, 1991
- B.S., Yale University, 1986
- New York
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