Allison L. Land

Ms. Land advises in all areas of Delaware corporate and alternative entity law, focusing on Delaware laws governing limited liability companies and limited partnerships. She has counseled clients on the use of Delaware alternative entities in connection with joint ventures, equity investments, spin-offs, REIT conversions, acquisitions, financings, reorganizations, serializations, divisions and securities offerings. She has repeatedly been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, in which clients praise her for “a mastery of Delaware corporate law that many strive to have.” Additionally, she was named Best Lawyers’ 2022 Delaware Lawyer of the Year for Corporate Law.

Ms. Land’s recent representations in mergers and acquisitions include:

• Builders FirstSource, Inc. in its all-stock merger transaction with BMC Stock Holdings, Inc. to create a combined company with an equity value of $5.5 billion;
• CrossAmerica Partners LP in connection with its $263 million acquisition of 106 convenience stores from 7-Eleven, Inc. and in its asset exchange with Circle K Stores;
• Sealed Air Corporation in its $3.2 billion carve-out sale of its Diversey Care division and the food hygiene and cleaning business within its Food Care division to Bain Capital; and
• Washington Companies in the sale of their Modern Machinery Far East Russian business.

In joint ventures, Ms. Land recently has represented:

• NextEra Energy Partners in connection with:
  • its $849 million acquisition of a 50% stake in a 2,520 megawatt renewables portfolio and a related $824 million convertible equity portfolio financing with Apollo Global Management, Inc.;
  • a convertible equity portfolio financing with KKR’s third Global Infrastructure Investors Fund to finance the acquisition of a portfolio of 10 utility-scale wind and solar projects across the U.S. in a transaction named Renewable Energy Deal of the Year at the 2020 Power Finance & Risk Awards;
  • a convertible equity portfolio financing with BlackRock Global Energy & Power Infrastructure used to fund the acquisition of Meade Pipeline, which owns a portion of the Central Penn Line, in a transaction valued at $1.37 billion; and
  • a strategic equity portfolio financing arrangement with a fund managed by BlackRock Global Energy & Power Infrastructure to finance a $1.28 billion acquisition of renewable energy projects;
• NextEra Energy Resources, LLC in its $849 million sale of a 50% interest in a 2,520 megawatt renewables portfolio to an affiliate of the Ontario Teachers’ Pension Plan Board (Canada) and a related joint venture arrangement;
• CF Industries Holdings, Inc. in its strategic venture with CHS Inc., including a $2.8 billion investment by CHS to acquire a minority interest in the venture, which holds nitrogen manufacturing facilities; and
• NextEra Energy, Inc. in connection with:
  • the formation of a partnership with KKR’s third Global Infrastructure Investors Fund to own an interest in a portfolio of renewable energy projects; and
  • the formation of a joint venture with Spectra Energy Corp to construct, develop and operate a $3 billion natural gas pipeline to run 465 miles from Alabama to Florida.

In REIT transactions, Ms. Land has represented:

• Suntex Marinas Investors, LLC, a leading owner and operator of U.S. marina properties, in connection with its recapitalization led by funds affiliated with Centerbridge Partners, L.P. and Resilient Capital Partners, LLC, alongside key members of management and other investors, and in connection with its REIT serialization;
• Alexander & Baldwin, Inc. in its conversion to a REIT;
• Darden Restaurants, Inc. in its spin-off of Four Corners Property Trust, Inc., an independent, public company that is treated as a REIT; and
• Ladder Capital Corp in connection with its REIT conversion and serialization.

In addition, Ms. Land regularly advises equity sponsors, asset management firms and other financial services clients in a wide variety of matters, including investments, acquisitions, governance, and debt and equity offerings.

Ms. Land serves as chair of the Corporation Law Council of the Delaware State Bar Association and is a member and former chair of the Alternative Entity subcommittee of the Corporation Law Council, which is responsible for reviewing and recommending revisions to the Delaware General Corporation Law and the Delaware Limited Liability Company Act, Limited Partnership Act and General Partnership Act, respectively.

Ms. Land also repeatedly has been listed in IFLR1000, The Best Lawyers in America and The Best Lawyers in Delaware.

Professional Memberships

Chair, Council of the Corporation Law Section of the Delaware State Bar Association

Member and Former Chair, Alternative Entity Subcommittee of the Corporation Law Council of the Delaware State Bar Association