Sean Shimamoto, a partner in the firm’s Palo Alto office, represents clients on a wide range of U.S. federal income tax matters, including mergers and acquisitions, partnership transactions and tax matters, various types of public and private debt and equity financing transactions, initial public offerings and restructuring transactions. Mr. Shimamoto represents both purchasers and sellers in connection with partnership acquisitions and dispositions and taxable and tax-free corporate transactions in the U.S. and cross-border contexts. Mr. Shimamoto also represents clients in connection with private letter ruling requests submitted to the Internal Revenue Service.
In addition, Mr. Shimamoto advises clients in the energy sector on a variety of tax matters involving the structuring, development, acquisition and/or disposition of renewable energy projects, and the related project financing, including the qualification for and monetization of tax credits and other tax benefits associated with such projects.
Mr. Shimamoto frequently writes and lectures on tax-related topics, including in programs sponsored by the American Bar Association, Federal Bar Association, Practising Law Institute, Tax Executives Institute and other organizations.
Selected representations include:
First Solar, Inc. in connection with the formation and initial public offering of 8point3 Energy Partners LP, a joint venture yieldco with SunPower;
Dynegy Inc. and Energy Capital Partners (ECP) in connection with their $3.3 billion acquisition of ENGIE, S.A.’s U.S. fossil electric generation portfolio through a newly formed joint venture, Atlas Power, LLC. Also advising Dynegy in connection with the joint venture arrangements with ECP and ECP’s related purchase of Dynegy’s common stock for $150 million;
SunEdison, Inc. in a first-of-its-kind, $1 billion “warehouse” debt financing that will fund the construction of its pipeline of renewable energy projects that it plans to drop down into its affiliated yieldco, TerraForm Power. The warehouse construction facility also included a $500 million third-party equity commitment from First Reserve Corporation;
NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy Inc. to own and operate clean energy projects, in its $467 million initial public offering of common units representing limited partner interests;
JPMorgan Infrastructure Investments Fund in its acquisition of a 50 percent joint venture interest in Sonnedix Power Holdings;
DSP Merrill Lynch Limited, Axis Capital Limited, Edelweiss Financial Services Limited and YES Bank Limited (as sole international counsel) as lead managers in the $163 million combined primary/secondary initial public offering and dual listing on the Bombay Stock Exchange and the National Stock Exchange in India of Inox Wind Limited (India), a provider of wind power solutions. The offering included a Rule 144A/Regulation S offering. This was the largest Indian IPO since June 2013;
J.P. Morgan Securities LLC as sole bookrunner in a $2.3 billion Rule 144A/Regulation S high-yield offering of 9.75% senior secured notes due 2022 by FMG Resources (August 2006) Pty Ltd, a wholly owned subsidiary of Fortescue Metals Group Ltd (Australia), a producer of iron ore;
Barclays, Bank of America Merrill Lynch, BNP Paribas, Deutsche Bank, HSBC, Standard Chartered and DBS Bank Limited as joint lead managers in a US$1 billion Rule 144A/Regulation S offering of 4.375% senior notes due 2025 by Bharti Airtel Limited (India), a telecommunications company with operations in twenty countries across Asia and Africa. The notes were listed on the Singapore Stock Exchange;
TECO Energy, Inc. in its $10.4 billion acquisition by Emera, Inc. (Canada); and
RPX Corporation in its US$232 million acquisition of Inventus Solutions, Inc. from investors led by Clearlake Capital Group, LP.
District of Columbia
LL.M., New York University School of Law, 1997
J.D., University of Oregon School of Law, 1996
B.A., University of California, Los Angeles, 1993