Seth Kerschner

Seth practices environmental law, and assists clients with transactions, litigation, climate change, regulatory compliance, site remediation, sustainability, biodiversity, greenwashing and energy transition matters. His practice involves work with public and private companies, governments and nonprofit organizations.

Seth’s transactional practice involves advising domestic and international clients on environmental matters in the context of mergers, acquisitions, divestitures, financings, securities offerings, bankruptcies, infrastructure projects and real estate transactions. He advises clients through each environmental aspect of a deal, from designing and coordinating transaction-specific environmental due diligence assessments, through negotiating agreements and environmental insurance, to handling closing and post-closing matters. He has managed the environmental aspects of hundreds of successfully consummated transactions in the manufacturing, chemical, fossil fuel and renewable power, oil & gas, pharmaceutical, infrastructure, mining, metals and private equity sectors, among others. Seth advises developers and lenders on applying the Equator Principles and IFC Performance Standards to energy and infrastructure projects. Seth has experience with international and domestic climate change law. He counseled a government client through several meetings of the Conference of Parties (COP) to the United Nations Framework Convention on Climate Change, including COP21 that resulted in the Paris Agreement. He represented clients in climate change litigation before international tribunals and domestic courts. His work on energy transition matters involves advising clients on greenhouse gas emissions reduction and offset projects, carbon credits, sustainability reporting, and climate change disclosure. Seth teaches environmental law at Columbia University. Seth is ranked in Chambers USA in both the Environment and Environment: Mainly Transactional categories, where he has been ranked since 2018. He has also been recognized for Environmental Law by The Best Lawyers in America and for Environment: Litigation and Transactional by Legal 500 USA since 2017.

Experience*

• Calpine Corporation on its agreement to be acquired by Constellation Energy Corporation in a transaction valued at $16.4 billion.
• A foreign government in relation to climate change proceedings before the International Court of Justice and International Tribunal for the Law of the Sea.
• Microsoft on a carbon removal offtake transaction with Ørsted that involved one million tonnes of carbon dioxide to be sequestered in connection with Ørsted 's straw-fired Avedore station and carbon capture and storage project in Denmark.
• Hess Corporation in its $750 million purchase of 37.5 million jurisdictional carbon credits from Guyana in one of the largest-of-its-kind deals aimed at protecting forests to combat climate change. This milestone nature based solutions transaction involved the first time a country was issued carbon credits on the ART (Architecture for REDD+ Transactions) registry specifically designed for the voluntary and compliance carbon markets for successfully preventing forest loss and degradation.
• Hertz Global Holdings, Inc. in the $7.22 billion reorganization and recapitalization of the company in the context of the company's Chapter 11 proceedings.
• A multinational European-based oil & gas company in matters relating to climate change and energy transition, including six climate change cases in California in which all claims against the client were dismissed with prejudice.
• A global battery recycler in assessing and managing sustainability risks and opportunities.
• A foreign government in connection with negotiating and implementing the Paris Agreement, an international climate change agreement.
• Two parties in litigation involving potential responsibility for cleanup costs at the Lower Passaic River Superfund Site, one of the largest contaminated sites in the United States.
• Saudi Aramco in its $2.65 billion acquisition of Valvoline Inc’s global products business; $25.6 billion initial public offering; and acquisition of a 70 percent equity interest in Saudi Basic Industries Corporation for $69.1 billion.
• Macquarie Infrastructure Corp. in its $4.47 billion sale of its Atlantic Aviation business to KKR; $514 million sale of the MIC Hawaii businesses to Argo Infrastructure Partners, LP; $2.68 billion sale of International-Matex Tank Terminals to Riverstone Holdings LLC; sale of Bayonne Energy Center and acquisition of a portfolio of seven oil terminals in the US Southeast and Southwest.
• A pipeline developer in the creation of a funding agreement for biodiversity offsetting projects in Africa as part of an effort to mitigate environmental impacts by aligning with the IFC’s Performance Standards.
• Dominus Capital, L.P. in the:
  • sale of its portfolio company, Masterbuilt Holdings LLC under the Kamado Joe and Masterbuilt brands, to the Middleby Corporation;
  • acquisition of Seaga Midco, Inc.;
  • sale of its portfolio company, BluSky HoldCo Restoration Contractors, LLC to an affiliate of Partners Group and Kohlberg & Company;
  • acquisition of Surface Preparation Technologies, LLC;
  • acquisition of Lockmasters, Inc.;
  • acquisition of EMPG Holding Company; and
  • acquisition of BluSky Restoration Holdings LLC.
• Quad-C Management, Inc. in its:
  • $1.2 billion sale of AIT Worldwide Logistics Holdings, Inc. to The Jordan Company;
  • sale of its investment in EFC International;
  • acquisition of Village Gourmet Holdco, LLC and its subsidiaries;
  • acquisition of a majority interest in Boulder Scientific Company, LLC; and
  • investment in Pharm-Olam International, Ltd.
• Calpine Corporation in its $17 billion sale to Energy Capital Partners; and sale of the Garrison Energy Center.
• Clients in dozens of renewable energy transactions, including:
  • Korea Hydro & Nuclear Power Co., Ltd., Alpha Asset Management, Sprott Korea Investment, Hana Financial Investment and Korea Investment & Securities, as a consortium, in a $1.5 billion acquisition of a 49.9% stake in a wind farm portfolio from Brookfield Renewable and Invenergy LLC.
  • B. Riley Principal Merger Corp. II, a SPAC, in its $550 million business combination with Eos Energy Services LLC
  • EnCap Investments L.P. in its sale of a 50 percent stake in Broad Reach Power LLC, and a portfolio company of EnCap, to affiliates of Apollo Global Management, Inc.
  • Masdar in its acquisition of a 50 percent stake from EDF Renewables, Inc., in six solar and wind farm assets spread across the states of California, Nebraska and Texas. The entire portfolio of assets represents a total capacity of approximately 1.6 GW, making this one of the largest acquisitions of renewable assets in North America in 2020.
  • Calpine Corporation on the $1.1 billion Climate Bond Certified financing for its wholly owned subsidiary Geysers Power Company ("GPC"). GPC owns 13 geothermal power plants at The Geysers, which is the largest complex of geothermal power plants in the US and is responsible for providing almost one-tenth of the renewable power produced in California every year.
  • A sovereign fund in the ongoing, proposed acquisition of a cash equity interest in five solar projects in North Carolina with a combined capacity in excess of 300 MW.
  • Masdar on its acquisition of John Laing Group's stakes in two wind farms in the United States (the Rocksprings wind farm in Texas and the Sterling wind farm in New Mexico). The deal is Masdar's very first North American renewable energy investment.
  • Mizuho and KDB as lead arrangers in connection with the project financing for a 60 MW solar PV project with a 30 MW battery storage located in Guam.
• Sempra Energy, a Fortune 500 energy services holding company, in the:
  • $3.37 billion sale to KKR of a non-controlling, 20 percent interest in Sempra Energy's new business platform, Sempra Infrastructure Partners, which integrates Sempra LNG, a leading developer of liquefied natural gas export infrastructure with IEnova (Infraestructura Energetica Nova, S.A.B. de C.V.), one of the largest private energy companies in Mexico. The transaction values Sempra Infrastructure Partners at approximately $25.2 billion;
  • $2.23 billion sale of Sempra's Chilean businesses to a China-based company engaged in construction and operation of power grids;
  • sale of Sempra's equity interests in its Peruvian businesses, including its 83.6 percent stake in Luz del Sur, to China Yangtze Power International Co., Limited for $3.59 billion;
  • $1.275 billion acquisition by Oncor Electric Delivery Company LLC, a subsidiary of Sempra, of InfraREIT, Inc., which owns electrical power lines, substations and transmission towers in Texas; and
  • acquisition by Sempra of a 50 percent limited partnership interest in a holding company that will own Sharyland Utilities, LP.
• Soaring Eagle Acquisition Corp., a SPAC, in its $15 billion business combination with Ginkgo Bioworks, Inc.
• dMY Technology Group, Inc. IV, a SPAC, in its $2.8 billion acquisition of Planet Labs Inc.
• Golden Nugget Online Gaming, Inc. and the Special Committee of its Board of Directors in the $1.56 billion acquisition of GNOG by DraftKings Inc.
• Pernod Ricard SA, the world's second-largest producer of wines and spirits, in its:
  • acquisition of Firestone & Robertson Distilling, owner of the TX brand; and
  • acquisition of a majority interest in Rabbit Hole Spirits, LLC.
• DIC Corporation and its US subsidiary Sun Chemical Corporation, in connection with DIC's €1.15 billion acquisition of BASF's global pigments business, known as BASF Colors & Effects.
• D8 Holdings Corp., a SPAC, in its $1.1 billion business combination with Vicarious Surgical Inc.
• B. Riley Principal 150 Merger Corp., a SPAC, in its $1.0 billion business combination with FaZe Clan, Inc.
• Eco-Bat Technologies on the acquisition of Promesa.
• Motiva Enterprises in connection with its acquisition of Flint Hills Resources' chemical plant in Port Arthur, Texas.
• Occidental Petroleum Corporation in its $825 million sale of onshore oil and gas assets in Colombia to The Carlyle Group.
• Helix Acquisition Corp., a SPAC, in its $230 million business combination with MoonLake Immunotherapeutics AG.
• Saudi Refining Inc., a wholly owned subsidiary of Saudi Aramco, in the discontinuation of Motiva Enterprises LLC and the division of Motiva's assets, liabilities, and businesses between SRI and affiliates of its joint venture partner, Royal Dutch Shell PLC.
• Harvest Partners, LP in its:
  • remediation of properties owned and operated by TruckPro Holding Corporation and in the subsequent sale of TruckPro Holding Corporation to an affiliate of Platinum Equity;
  • sale of Neighborly, the world's largest franchisor of home service brands, to Kohlberg Kravis Roberts & Co. L.P.; and
  • acquisition of PRO Unlimited, and PRO Unlimited’s acquisition of PeopleTicker and subsequent sale to EQT.
• Cobepa S.A. in the acquisition of MicroConstants Inc. by BioAgilytix Labs, LLC (a portfolio company of Cobepa).
• Conservation Law Foundation's environmental enforcement program in Clean Water Act litigation throughout New England.
• Antin Infrastructure Partners in the $1.25 billion acquisition of Veolia Group's district energy assets in the United States, and 13 networks in 10 US cities.
• CITIC Capital in its $770 million acquisition of GNC Holdings Inc. through its subsidiary Harbin Pharmaceutical Group Holding Co., Ltd. pursuant to Section 363 of the United States Bankruptcy Code.
• Mill Rock Capital in the acquisition of Trojan Lithograph Corporation.
• Avon Rubber p.l.c. in its $130 million acquisition of Team Wendy, LLC.
• Valmet Corporation in its €64 million acquisition of PMP Group.
• Brookfield Infrastructure, its institutional partners and GIC, Singapore's sovereign wealth fund, on the $8.4 billion acquisition of Genesee & Wyoming Inc.
• Pfizer Inc., as environmental counsel, in connection with Pfizer's agreement with GlaxoSmithKline to create a consumer healthcare joint venture with global sales of approximately $12.7 billion.
• Morgan Stanley Infrastructure Partners on the acquisition, through funds managed by MSIP, of Seven Seas Water.
• Carlyle Power Partners in the $590 million acquisition of three natural gas-fired generation facilities in New England, known as Bridgeport Energy, Tiverton Power and Rumford Power.
• Vale S.A. in its $550 million acquisition of Ferrous Resources Limited
• HOVENSA LLC, a joint venture formed by Hess Corporation and Petróleos de Venezuela, in the sale of substantially all of its US Virgin Islands petroleum terminal and refining assets.
• AIT Worldwide Logistics Holdings, Inc. (a portfolio company of Quad-C Management, Inc.), in its add-on acquisition of Unitrans Holdings, Inc.
• FS Development Corp. II, a SPAC, in its $276.2 million business combination with Pardes Biosciences, Inc.
• NovaQuest Capital Management LLC in its acquisition of Spectra Medical Devices, Inc.
• CVC Capital Partners in its:
  • $1.8 billion acquisition of ConvergeOne Holdings, Inc.;
  • $1.425 billion acquisition of PDC Brands;
  • acquisition of a majority interest in ExamWorks;
  • acquisition of a majority stake in MedRisk;
  • acquisition, with minority co-investor Caisse de dépôt et placement du Québec, of a majority stake in the international agencies of BlueFocus Intelligent Communications Group Co., Ltd.; 
  • majority investment in Vitech Systems Group;
  • acquisition of Mediaocean; and
  • $3.5 billion investment for a 22.55% stake in Authentic Brands Group LLC with a consortium of investors.
• ICR, LLC on a significant investment in ICR by Caisse de dépôt et placement du Québec.
• Caisse de dépôt et placement du Québec in its acquisition of a majority ownership in Wizeline, Inc.
• DIF Capital Partners through its fund DIF Infrastructure VI, in its acquisition of Bernhard LLC from an affiliate of Bernhard Capital Partners.
• Mill Rock Packaging Partners LLC and its affiliates in its acquisition of All Packaging Company.
• Macquarie Infrastructure Partners in the acquisition of Netrality Data Centers.
• Macquarie Infrastructure Partners II in the $1.212 billion sale of Gadus Holdings Corporation, the parent company of WCA Waste Corporation, to GFL Holdco, LLC, a subsidiary of GFL Environmental Inc.
• Lantheus Holdings, Inc. in the $500 million acquisition of Progenics Pharmaceuticals, Inc.
• Outbrain in its merger with Taboola, creating a combined company with revenue of more than $2 billion.
• NTT DATA, Inc. in its acquisition of Net eSolutions Corporation.
• I Squared Capital Advisors LLC in its acquisition of Star Leasin.
• I Squared Capital Advisors and its portfolio company American Intermodal Management in a joint venture with Castle & Cooke Investments and its portfolio company Flexi-Van Leasing, whereby AIM will be combined with Flexi-Van, the third-largest marine chassis provider in the United States.
• LifePoint Health, Inc. in its $5.6 billion merger with RCCH HealthCare Partners.
• Brookfield Asset Management in its CAD$4.3 billion acquisition of Enercare Inc.
• Summa Equity AB in its acquisition of Olink Proteomics Holding AB.
• SodaStream International Ltd., in its $3.2 billion sale to PepsiCo, Inc.
• L2 Brands, LLC in its acquisition of L & W Apparel, LLC.
• Fortis Inc. in its on its issuance of $2 billion notes and its $11.3 billion acquisition of ITC Holdings Corp.
• Hess Corporation on the environmental aspects of its $1.8 billion notes offerings.
• Altria Group, Inc. in the $1.2 billion sale by its subsidiary, UST LLC, of its Ste. Michelle Wine Estates (Ste. Michelle) business to Sycamore Partners Management, L.P.
• China Three Gorges Corporation in its $1.2 billion acquisition of Duke Energy's assets in Brazil.
• Triton Partners in the acquisition of WernerCo.
• SDIC Fund Management Co., Ltd. in its agreement to acquire an ownership stake in Maxwell Technologies, Inc.
• NTT DATA, Inc. in its acquisition of Nexient, LLC.
• Certares LP in the acquisition of Guardian Alarm and Guardian Medical Monitoring.
• Azelis Americas, LLC, in its acquisition of Vigon International, Inc.
• Dynegy Inc. in the purchase by its wholly-owned subsidiary, Dynegy Zimmer of AEP Generation Resources Inc.'s interest in the Wm. H. Zimmer Generating Station; and in the sale by Dynegy's wholly-owned subsidiary, Dynegy Conesville, LLC of its interest in the Unit 4 Conesville Generating Station to AEP.

Prior to joining Weil, Seth was a partner at another international law firm.

*Includes matters handled prior to joining Weil.