Kevin C. Fitzgerald

Partner

Washington, D.C.
Business Phone: 202.274.2955
Business Fax: 202.654.5600

kevin.fitzgerald@troutmansanders.com

Vcard

Representative Experience
Counsel to PNM Resources with respect to the unbundling and sale of its gas operations for $620 million and simultaneous acquisition of electric properties from Continental Energy for $202 million. (Pending)

Counsel to EEI with regard to global climate change and SEC disclosure matters.

Counsel to Semco Energy with regard to its agreement to be acquired by Cap Rock Holding of Midland, Texas, for $867 million.  The cash acquisition featured a 37% premium to market, a 33% secured shared premium for shareholders and the first-ever provision for a post-signing "go-shop" period in a utility acquisition.

Counsel to PNM Resources with respect to the establishment and formation of EnergyCo, a first of its kind joint venture between PNM Resources and Bill Gates’ Cascade Investment LLC.

Lead counsel to a natural gas company with respect to a corporate reorganization.  Duties included successfully unwinding the sale of a natural gas pipeline and successfully developing and implementing a strategy to transition a significant minority shareholder.

Lead counsel to PNM Resources in its acquisition of TNMP Enterprises.  Duties included providing counsel to senior executives on various corporate and regulatory scenarios associated with alternative acquisition structures; identifying value creation opportunities associated with alternative acquisition structures; identifying regulatory, business and acquisition risk matters that affected value; managing due diligence issues associated with the acquisition; and managing SEC, FERC and other Federal regulatory approval matters.

Counsel to the Dynegy Audit Committee.  Duties included reviewing and assessing: the company’s electric and natural gas trading and risk management functions; corporate governance matters; corporate compliance programs; internal audit/legal functions; SEC disclosure matters; and providing counsel regarding compliance with the Sarbanes-Oxley Act.

Lead counsel to the Board of Directors of a Fortune 500 energy company with regard to a “best practices” review of the company’s legal function.  Responsibilities included review and assessment of: energy trading/risk management activities; internal audit/legal functions; various off balance sheet financing activities and SEC disclosure; corporate governance matters including the Audit Committee Charter; and corporate compliance programs.

Lead corporate and regulatory counsel with respect to the formation and sale of DTE Energy’s International Transmission Company.  Representation included providing strategic counsel on reorganizing assets into an independent transmission business; managing various aspects of the corporate and regulatory requirements necessary to establish the transmission company as an independent company; and collaborating with investment community regarding ratemaking/value creation opportunities.

Lead counsel with respect to review and assessment of strategic alternatives regarding an electric utility holding company’s 5,000 Mw of retail generation.  Duties included legal review and assessment of the Illinova PPA/Genco model; synthetic lease alternatives; and other sale leaseback structures.

Lead counsel in the sale of Illinova Corporation’s $3.6 billion nuclear power plant.  Responsibilities included working with the client’s financial advisors to create a market for the nuclear plant; providing counsel to the client’s Board of Directors regarding the transaction; and negotiating and closing the transaction within eight months of the definitive agreement thereby capturing an additional $48 million in company savings.

Counsel with respect to the $9 billion merger of Illinova and Dynegy.  Duties included reviewing various M&A scenarios with the Board of Directors and managing corporate and regulatory aspects of the transaction.

Lead counsel to Illinova Corporation with respect to the spin-down and consolidation of its generation facilities and energy trading functions.  Representation included legal review and assessment of various corporate structures; identifying and addressing first mortgage bond issues; managing corporate and regulatory matters associated with spin-down and working to consolidate the company’s merchant energy trading activities with the new Illinova Genco.

Counsel to the outside Board of Directors of Trigen Energy in a $3 billion hostile takeover by Suez Lyonnaise des Eaux.  Duties included counseling the outside Board of Directors on offensive and defensive maneuvers under The Public Utility Holding Company Act (PUHCA); review and assessment of strategic alternatives; analysis and counseling regarding fiduciary duties; and negotiating the transaction.  Successfully shaped a definitive agreement while exacting a 40% premium for public shareholders.

Presentations and Speaking Engagements
Energy Update: From Washington to Your Backyard, Presentation to Greater Louisville, Inc., Fly-In, Washington, D.C., May 14, 2008.

Promoting Joint Demonstration Projects as a Benefit for Utilities and Ratepayers, Advisory Council Meeting, EPRI, Knoxville, Tennessee, April 25, 2008.

Current Disclosure Issues Raised by the Global Climate Change Debate: EEI CEO Conference, January 10, 2007.

Disclosure Issues Raised by the Global Climate Change Debate: EEI Environmental EAC Meeting, December 6, 2007.

Disclosure Issues Raised by the Global Climate Change Debate: EEI CEO Conference, September 2006.

Regulatory Paradigms and Generation Resources - Recent Developments: EPRI Summer Seminar, August 2005.

Utility Affiliated Generation Issues at FERC: Southern Company Generation Conference, January 2005.

Competing For Capital: A New Century of Electricity Delivery, Remarks Delivered to the EPRI Summer Seminar, August 2003.

New Rules, Responsibilities and Risks for Boards and Audit Committees: EEI, January 2003.

New Rules, Responsibilities and Risks for Boards, Audit Committees, Tax Executives and Professional Service Providers: 18th Annual Utility Tax Conference, EXNET, October 2002.

The Audit Committee and Corporate Governance: The New Rules of the Road, 21st Annual Utility Accounting Conference, EXNET, October 2002.

Washington Overview: The Implications of Enron on U.S. Energy Markets: Presentation to the Canadian Electricity Association, Canadian Embassy, Washington, DC, March 2002.

Positioning Your Utility to Succeed in the Future: Vertical Disaggregation and the Electric Utility of the 21st Century, The Executive Enterprise Institute, 1996.

The Privatization of U.S. Hydro Electric Power Projects, The American Bar Association Section of Natural Resources, Energy, and Environment Law, 14th Annual Water Law Conference, 1996.

Carbon Dioxide Trading & Credits, Electric Utilities Environmental Conference, January 1999.

“A S.A.F.E. Human Resources Strategy for the Regulated Utility in Transition, Managing Change in a Utility Workforce Under Deregulation,” Public Utilities Reports, 1997.

Public Service
Electric Power Research Institute Advisory Council Member
Edison Electric Institute Advisory Board Member
Washington Performing Arts Society, Board of Director Member, 2007
John Carroll Society, 2006 Pro Bono Legal Service Award recipient
Catholic Charities of the Archdiocese of Washington Advisory Council
        Special Gifts Committee, 2001 – Present, Chair, 2006
Legal Network Advisory of the Archdiocese of Washington Council Member
        The Archdiocese Legal Network Charity Golf Tournament Chair, 2004
First Tee of Washington DC Board Member

Work Experience
Executive Committee Member, Troutman Sanders LLP, 1999-present
Managing Partner, Washington D.C. Office, Troutman Sanders LLP, 1999-present
Member, Partner Compensation Committee
Partner, Troutman Sanders LLP, 1997-present
Chair of the Federal Regulatory Policy Group, Troutman Sanders, LLP, 1996-2000
Of Counsel, Troutman Sanders LLP, 1995-1997
Associate, Reid and Priest, 1991-1995