Matthew D. Morton

In this capacity, Matthew is responsible for coordinating environmental due diligence, managing environmental consultants, counseling clients regarding environmental liability and risk allocation issues, drafting and negotiating environmental contract language, obtaining environmental insurance, coordinating permit transfers and pursuing post-closing resolution of compliance and liability issues. In addition, Matthew counsels on the business implications of pending legislative and regulatory developments and regulatory matters, including permitting requirements. Matthew also has experience with the preparation of environmental impact statements under NEPA and analogous state statutes and securities disclosure issues and provides support to litigation teams involved with government enforcement of environmental matters.

Experience

M&A/Private Equity

• Advent International and its portfolio companies in various transactions, including its acquisitions of Maxar Technologies, AOT Bedding Super Holdings, Definitive Healthcare, LLC, Imperial Dade (a portfolio company of Bain Capital and Audax) and a 45% stake in Conservice, LLC; its leveraged buyout of Morrison Supply; its $1.4 billion sale of MORSCO, Inc.; Cotiviti Holdings, Inc. in its acquisition of iHealth Technologies, Inc.; and Noosa Yoghurt, LLC in its merger with Sovos Brands
• American Securities in its $850 million acquisition of the Interior Products Business of Beacon Roofing Supply, Inc.; Henry Company LLC in its acquisition of Fortifiber, LLC; and its $1.575 billion sale of Henry Company
• Apergy Corporation (n/k/a ChampionX Corporation) in a Reverse Morris Trust acquisition of ChampionX (f/k/a Nalco Champion) from Ecolab Inc. creating an entity with a combined $7.4 billion enterprise value
• Aterian Investment Partners in its acquisition of Allentown, LLC
• Berkshire Partners in its majority recapitalization of National Carwash Solutions Inc. (a portfolio company of AEA Investors) and National Carwash Solutions Inc. in its acquisition of Zep Vehicle Care
• Blackstone in the acquisition and subsequent sale of Concert Golf Partners and its investments in Hotwire Communications and InCloud, LLC
• Briggs & Stratton Corporation in its $550 million 363 asset sale in a chapter 11 bankruptcy proceeding of substantially all of its assets and its equity interests in certain of its subsidiaries and certain joint ventures to an affiliate of KPS Capital Partners
• Brookfield Asset Management in aggregate $808 million mortgage and junior and senior mezzanine refinancing loans secured by the retail condominium portion of the Crown Building
• Campbell Soup Company in its $6.1 billion acquisition of Snyder’s-Lance, Inc.; its $2.2 billion sale of Campbell International, Inc.; and its sales of Bolthouse Farms, Garden Fresh Gourmet and Kelsen Group A/S
• Cornell Capital in its acquisition of INW Manufacturing LLC; the business combination of kdc/one Development Corporation, Inc. (kdc/one) and HCT Group Holdings Limited; the acquisition by INW Manufacturing LLC of Capstone Nutrition; and kdc/one in an investment by KKR and its acquisitions of Aerofil Technology, Inc. and Zobele Holding S.p.A
• CoStar Group, Inc. in its $450 million acquisition of STR, Inc.
• EQT Infrastructure in its sale of Synagro Technologies, Inc.
• Exide Holdings, Inc. in its $179 million sale of substantially all of its Americas operations to Atlas Holdings LLC, in connection with its chapter 11 proceedings
• Genstar Capital in its acquisitions of Arrowhead Engineered Products, Inc., Marcone Appliance Parts Center, Inc.; Arrowhead Engineered Products, Inc. in its acquisitions of Red Hawk, LLC and Western Power Sports, LLC; Marcone Appliance Parts Center, Inc. in its acquisition of Munch's Supply; and Truck-Lite Company LLC (n/k/a Clarience Technologies, LLC) and its sales of Infinite Electronics, Inc. and ECM Industries, LLC
• Gores Holdings VIII, Inc., a SPAC sponsored by The Gores Group, in its pending approximately $1.6 billion business combination with Footprint International Holdco, Inc.
• Gores Metropoulos II, Inc., a SPAC sponsored by Gores Metropoulos Sponsor II LLC (an affiliate of The Gores Group and Dean Metropoulos), in its $1.925 billion business combination with Sonder Holdings
• Iron Mountain Incorporated in its acquisition of ITRenew, Inc., in a transaction that implied an ITRenew enterprise value of $925 million
• KIK Custom Products, Inc. (a portfolio company of Centerbridge Partners) in its sale of its KIK Personal Care business
• Lee Equity Partners in its acquisition of a majority stake in Unlimited Technology, Inc.
• Main Event Entertainment, Inc., a subsidiary of Ardent Leisure Group Limited, in Ardent's sale of a 24.2% stake in Main Event to RedBird Capital Partners together with an option for Redbird to acquire a controlling stake within a defined period
• Maines Paper & Food Service Inc. in the sale of substantially all of its assets to Lineage Logistics, Inc.
• MGM Resorts International in its $17.2 billion sale of MGM Growth Properties LLC to VICI Properties Inc.
• MGM Resorts International in its $1.625 billion acquisition of the operations of The Cosmopolitan of Las Vegas
• MGM Resorts International in its pending $1.075 billion sale of the operations of The Mirage Hotel & Casino on the Las Vegas Strip to Hard Rock International
• MGM Resorts International in its $450 million sale of the operations of Gold Strike Casino Resort in Tunica, Mississippi to CNE (a subsidiary of Cherokee Nation Businesses)
• Montagu Private Equity in its $490 million acquisition of the original equipment manufacturing (OEM) and tissue processing businesses of RTI Surgical, Inc.
• Mudrick Capital Acquisition Corporation, a SPAC sponsored by Mudrick Capital, in its acquisition of substantially all of the assets of Hycroft Mining Corporation, with an initial enterprise value of approximately $537 million
• NBC Universal, Inc., together with Blackstone and Bain Capital LLC, in its $3.5 billion acquisition of The Weather Channel, LLC
• OMERS Private Equity in its acquisition of TurnPoint Services
• Ontario Teachers’ Pension Plan in its pending acquisition of a majority stake in Logoplaste-Consultores Tecnicos SA
• ORIX Capital Partners in the sale by its portfolio company Hoffman Southwest Corporation of all of Hoffman's Roto-Rooter franchise operations to Roto-Rooter Services Company
• Pioneer Metal Finishing, LLC (a portfolio company of Aterian Investment Partners) in its acquisition of Pilkington Metal Finishing LLC
• Providence Equity Partners and its portfolio companies in various transactions, including its acquisitions of Professional Association of Diving Instructors and TimeClock Plus; its investment in Topgolf Entertainment Group; and its sales of Archipelago Learning, Inc., Bresnan Communications, LLC and World Endurance Holdings, Inc.
• PSG and its portfolio companies in various transactions, including its acquisitions of Chatmeter, Inc., ThreatConnect, Inc. and ShootProof, LLC
• PSAV, Inc., Goldman Sachs and Olympus Partners (PSAV’s sponsors) in the sale of PSAV to Blackstone
• QuickChek Corporation in its $645 million sale to Murphy USA
• Reorg Research, Inc. (a portfolio company of Permira Advisers) in its acquisition of FinDox, Inc.
• SGS SA in its $335 million sale of Petroleum Service Corporation to Aurora Capital Partners
• Snow Phipps Group (n/k/a TruArc Partners) and its portfolio companies in various transactions, including its acquisition of Kele, Inc.; its acquisition of Ideal Tridon Holdings, Inc. and Ideal Tridon’s acquisition of ZSI-Foster, LLC
• Software Luxembourg Holding S.A. in its $1.3 billion merger with and into Churchill Capital Corp II, a SPAC sponsored by the Churchill Capital Group
• TPG in its acquisition of Keter Environmental Services Inc.
• TPG Global in the acquisition by TPG Pace Holdings Corp., a SPAC sponsored by TPG Pace Group, of the stock of Accel Entertainment, Inc., with the resulting entity having an initial enterprise value of approximately $884 million
• Westinghouse Electric Company, LLC (a portfolio company of Brookfield Business Partners) in its acquisition of the North American Civil Nuclear Systems and Services Business from Rolls-Royce Holdings plc

Restructuring

• Exide Holdings, Inc. and its affiliated debtors, a global lead-acid batteries manufacturing company, in their chapter 11 cases
• Fairway Group Holdings Corporation, the parent company of Fairway Market, a grocery chain in the New York City metropolitan area, in its sales in a chapter 11 bankruptcy proceeding of five stores and its distribution center to Village Super Market, Inc., of three stores to Bogopa Enterprises (the owner of Food Bazaar), of one store to a Key Food Stores Cooperative Inc. member, and of two real estate leases to Amazon Retail LLC
• PG&E Corporation and Pacific Gas and Electric Company, one of the largest combined natural gas and electric energy companies in the United States and the largest utility company in the State of California, in their chapter 11 cases, with estimated liabilities (including contingent and disputed liabilities) in excess of $50 billion
• Sears Holdings Corporation and its affiliated debtors, one of the largest retailers in the world in connection with their chapter 11 cases, marking one of the largest retail chapter 11 cases in history
• Takata Corporation, a Japan-based automotive parts supplier subject to massive mass tort liabilities and other creditor claims, in its global restructuring, including the chapter 11 cases of its U.S. and Mexican entities and the ultimate $1.6 billion sale to Key Safety Systems

Finance

• Avolon Holdings Limited (Avolon) (an affiliate of the HNA Group) in a $1.75 billion 144A/Reg S offering of senior unsecured notes by Avolon Holdings Funding Limited, a direct wholly owned subsidiary of Avolon
• Blue Torch Capital, as administrative agent and collateral agent, in a 120 million senior secured term facility for Spire Global, Inc. to fund Spire's acquisitions and refinance existing indebtedness
• Citi in $9.1 billion committed unsecured bridge financing to support the pending acquisition by Parker-Hannifin Corporation of Meggitt plc
• Citi and other financial institutions, as dealer managers, in a debt tender offer by Lear Corporation to purchase $200 million aggregate principal amount of its outstanding senior notes due 2027, financed by Lear’s simultaneous $700 million offering of senior unsecured notes
• Citi, HSBC and Wells Fargo, as representatives of the underwriters, in the $3.6 billion senior unsecured notes offering by Parker-Hannifin Corporation to finance its acquisition of Meggitt plc
• GameStop Corporation in its $415 million private senior secured notes exchange offer and related consent solicitation
• Goldman Sachs, JPMorgan, Morgan Stanley and another major financial institution, as representatives of the underwriters, in a $3 billion multi-tranche senior unsecured notes offering by Keurig Dr Pepper Inc. to repay existing indebtedness
• J.P. Morgan and other financial institutions, as representatives of the underwriters, in a $650 million senior notes offering by Lear Corporation to refinance existing indebtedness
• Kronos Acquisition Holdings Inc. (a portfolio company of Centerbridge Partners), as the parent of KIK Custom Products, Inc., in its $1 billion 144A/Reg S offering of senior and senior secured notes, simultaneously with an amended $900 million senior secured term facility, to refinance existing indebtedness and for other corporate purposes
• Morgan Stanley and the other managers in a $6.25 billion Rule 144A private offering of senior unsecured notes by Nutrition & Biosciences, Inc. (N&B) to finance in part its pending merger with International Flavors & Fragrances Inc., following N&B's spin-off by DuPont
• Morgan Stanley, Goldman Sachs and another major financial institution, as dealer managers, in a $2.1 billion tender offer for certain outstanding senior notes of multiple series by Keurig Dr Pepper Inc. (KDP) to repay existing indebtedness, financed by KDP's simultaneous $3 billion multi-tranche offering of senior unsecured notes
• OMERS Private Equity in first lien facilities to finance its acquisition of TurnPoint Services
• Portillo’s, Inc. (a portfolio company of Berkshire Partners) in its $466 million initial public offering
• Thryv Holdings, Inc. (a publicly traded company backed by Mudrick Capital Management, and Paulson & Co.) in $875 million senior secured term and ABL revolving facilities to finance its acquisition of Sensis Pty Ltd. and to extend and refinance existing commitments and outstanding indebtedness
• TPG in senior secured facilities to finance its acquisition of Keter Environmental Services Inc. and of DAAT Credit Co., LLC

Matthew served on the staff of a global energy company’s Ombudsman Employee Concerns Program, dedicated to investigating and resolving safety and environmental concerns. Matthew has published numerous articles on the legal ramifications of climate change as well as other environmental issues.

Matthew is recognized as a leading lawyer for Environment: Mainly Transactional in D.C. by Chambers USA, where clients note he “has strength in attention to detail and overall knowledge of the industry“ and is "very intelligent and highly thought of.“ He is also recognized as a “Rising Star” for Environment: Transactional by Legal 500 US.