Simpson Thacher is representing KeySpan Corporation on its sale to National Grid plc, a transaction that will create the third-largest energy delivery utility in the United States. Announced on February 27, 2006, under the terms of the definitive merger agreement, National Grid will acquire all of the outstanding shares of KeySpan for $42.00 per share or $7.3 billion in cash, with assumed debt of approximately $4.5 billion for an enterprise value of $11.8 billion. The boards of both companies unanimously approved the acquisition. Upon completion of the transaction, KeySpan will become a wholly owned subsidiary of National Grid and will continue to operate as KeySpan.
A member of the Standard & Poor's 500 Index, KeySpan is the largest distributor of natural gas in the Northeastern United States and the largest electric generator in New York State supplying approximately 25 percent of New York City’s capacity needs. In addition to the assets associated with these businesses, KeySpan has strategic investments in pipeline transportation, distribution, storage, and production. National Grid is an international energy delivery business with principal activities in the regulated electricity and natural gas industries. The company owns the high-voltage electricity transmission network in England and Wales and operates the system across Great Britain. It also owns and operates the high-pressure gas transmission system in Great Britain and has a number of businesses operating in related areas such as LNG importation, wireless infrastructure for broadcast and telecommunications, property, metering and interconnectors.
The Simpson Thacher team working on the transaction includes: Richard Beattie, Vincent Pagano, Mario Ponce, Jinghua Zou, Keith Bloomfield, Jennifer Chien, Helen Kim (Corporate), Brian Chisling (Energy), Brian Robbins, Jamin Koslowe, Greg Grogan (Benefits), Charles Rappaport, Rachel Birnbaum (Tax), Adeeb Fadil, Elisa Alcabes, Laura Murphy, Noreen Lavan (Environmental), Jennifer Rackoff (Intellectual Property), Krista Mcmanus (Real Estate) and J. Scott Dyer (Labor).