Matthew D. Morton

In this capacity, Matt offers nearly two decades of experience and expertise in a wide range of environmental transactional and restructuring projects involving a variety of business sectors, including heavy industry, chemical manufacturing, commercial real estate, transportation, electronics, waste management, plastics and food processing. He is trusted by clients and corporate colleagues to manage all aspects of the most complex transactional matters, including managing the due diligence process, negotiating contractual provisions to allocate known and contingent environmental risks and liabilities and facilitating environmental insurance coverage, either via traditional pollution legal liability policies or representation and warranty coverage. Matt also counsels clients on matters pertaining to sustainability and ESG factors, which have rapidly become prevailing transactional concerns for corporations, private equity sponsors and other institutional investors and the financial sector. Matt takes a practical, commercially focused approach to his practice and excels at analyzing and distilling the technical facts inherent in environmental transactions so that the client can understand and properly manage them alongside other legal issues.

Matt is committed to his practice beyond his day-to-day work and publishes on recent developments in environmental law and sustainability, including serving as a contributing author of Environmental Law in Real Estate and Business Transactions, a seminal three-volume treatise on environmental issues that arise in a transactional context. Matt also serves on the Board of Trustees of the Legal Response International, an award-winning London-based non-profit that provides free legal support to climate-vulnerable developing countries.

Matthew is recognized as a leading lawyer for Environment: Mainly Transactional in D.C. by Chambers USA, where clients note he is “an excellent negotiator” and “extremely bright, professional, responsive and great to work with." He is also recognized as a “Rising Star” for Environment: Transactional by Legal 500 US, where he is described as being “very experienced in business as well as being an expert in environmental law.” Also clients note he is “smart, practical and efficient” and “[he doesn’t] lose sight of the big picture when negotiating the environmental portions of deals. It is always a pleasure to work with [him] because I know the deal will run smoothly with respect to environmental.”

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
• Special Committee of the Board of Directors of Agiliti, Inc. in its merger with affiliates of Thomas H. Lee Partners, L.P in a transaction that implies an enterprise value of approximately $2.5 billion
• 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; its approximately $1.9 billion sale of Paragon Medical to AMETEK, Inc.; 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
• Astorg Partners in its approximately $282 million take-private acquisition of Hamilton Thorne and simultaneous acquisition of the Assisted Reproductive Technologies (ART) product portfolio of Cook Medical
• Aterian Investment Partners in its acquisition of Allentown, LLC
• Bell Canada in its C$5.0 billion acquisition of Ziply Fiber
• 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
• Represented Brookfield Asset Management and Schoeller Allibert in its merger with Intelligent Packaging Limited
• The Campbell's 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
• Cedar Fair in its $8 billion merger of equals with Six Flags
• ChampionX Corporation in its pending sale to SLB and its pending sale of US Synthetic Corporation to LongRange Capital
• Clayton Dubilier & Rice in the merger of its portfolio company Cynosure with Lutronic Corporation
• 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
• Corporate subsidiary of publicly-held master limited partnership in its acquisition of $50 million investment tax credits generated by battery energy storage system in Texas
• CoStar Group, Inc. in its $450 million acquisition of STR, Inc.
• DT Midstream, Inc. in its $1.2 billion acquisition of a portfolio of three FERC-regulated natural gas transmission pipelines from ONEOK, Inc.
• Eli Lilly & Company in its acquisition of a manufacturing facility located in Pleasant Prairie, WI
• Elysium Management LLC in its acquisition of a majority stake in BMH Holdings, Inc., and in a secondary transaction from affiliates of Capital Alignment Partners
• 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
• Giant Eagle, Inc. in its sale of GetGo Café + Market Stores to Alimentation Couche-Tard, Inc.
• Glencore, CPP Investments and BC, as shareholders, in Viterra Ltd.’s approximately $18 billion business combination with Bunge Ltd.
• Goldman Sachs in its $440 million strategic investment in BrightNight
• 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
• Hologic Capital Holdings, Inc in its $350 million acquisition of Gynesonics, Inc.
• The Home Depot, Inc. in its $18.25 billion acquisition of SRS Distribution Inc.
• 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, in its sale of its automotive chemicals manufacturing business to an affiliate of Recochem Inc., and in a 144A / Reg S offering of $550 million senior secured notes and $450 million senior notes
• 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 $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.
• Morgan Stanley & Co. International plc and two major financial institutions, as representatives of several underwriters, in a $730 million senior unsecured notes offering by Parker-Hannifin Corporation
• 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 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
• PAI Partners and its portfolio company Alphia Inc. in its acquisition of substantially all of the assets of the pet food manufacturing plant located in Pittsburg, TX from U.S. Pet Food, L.L.C. and SGAA Logistics, L.L.C.
• Peak Rock Capital and its portfolio company The Tranzonic Companies in its acquisition of Supply Source Enterprises, Inc. (a portfolio company of H.I.G Capital)
• 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
• Siete Foods in its $1.2 billion sale to PepsiCo.
• 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
• The underwriters in connection with a marketed secondary offering of 18,000,000 shares of Fluence Energy, Inc.’s Class A common stock by Siemens, AES and QIA as selling stockholders
• 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
• Trive Capital and its portfolio company Earthlink in its acquisition of One Ring Networks, Inc.
• 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 Bird Corporation (a portfolio company of American Securities, LLC) in a $250 million senior secured term and revolving facility
• 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
• Cedar Fair, L.P. in a $1.3 billion senior secured term loan and revolving facility
• 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
• Goldman Sachs, as representative of the initial purchasers, in a $555 million senior secured notes offering by Dye & Durham Corporation
• 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
• WEX Inc. in a $450 million senior secured incremental term loan b facility, together with the issuance of $550 million of unsecured notes

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.