Emanuel Faust, Jr. joined Dickstein Shapiro in 1987 and serves as a deputy practice leader in the firm’s Corporate & Finance Group. Manny has been co-chair of the firm’s Diversity Committee since its inception, and prior to that played an active role in the firm’s diversity activities. His areas of practice include corporate finance, mergers and acquisitions, joint ventures, project finance, and general corporate advice.
AREAS OF CONCENTRATION
Mergers and Acquisitions
Given the recent activity in the electric energy industry, Manny has in recent years been involved in a number of significant energy-related M&A transactions. He has represented several utilities (including a municipal utility) in the auction and divestiture of generating plants aggregating approximately $5 billion. He has also represented a number of large electric energy producers in negotiations and acquisitions of generating assets, and he has represented independent power producers and private equity investors in transactions such as the sale of a company with a large portfolio of investments in independent power projects and other energy-related ventures, and sales of equity interests in or assets of single purpose power projects. He has also represented a utility affiliate in the divestiture of its interest in an energy trading exchange jointly owned by several utility affiliates and investors. He has also represented bidders in connection with offers to acquire various energy-related assets, including a major pipeline company.
In addition to his activity in the energy area, Manny has represented investment funds and corporations in a large number of equity and mezzanine investments in stock and asset acquisitions and related senior debt financings, complex business combinations involving mergers and exchange offers, and competitive auctions to acquire businesses.
Manny has represented a wide variety of clients in a number of corporate financing transactions, ranging from public offerings and private placements of conventional debt and equity securities to novel structured finance and secured financing transactions. Manny’s financing activities cover a broad range of businesses and industries and include energy (including natural gas pipelines and midstream assets), media and telecommunications, and industrial companies and manufacturers. In the area of securities offerings, Manny has acted as counsel to issuers, underwriters, placement agents, and investors in transactions as diverse as venture capital private placements of convertible securities; Rule 144A offerings of investment grade and high-yield debt; private placements of collateralized securities; public offerings of equity and debt securities; and initial public offerings, including offerings of master limited partnership interests.
In addition to offerings of debt securities, Manny has represented borrowers in bridge, acquisition, and refinancing loans secured by substantially all of the borrower’s assets, unsecured and secured general purpose/working capital borrowings and structured financings such as a complex letter of credit facility used in lieu of a performance bond to secure the borrower’s obligations under a major construction contract.
Project Finance and Joint Ventures
Manny’s practice in the project finance and joint venture areas has included representation of a major project developer in structuring and implementing equity support arrangements and equity-related financing arrangements on two major co-generation projects, including the structuring, negotiation, and issuance of privately placed rated debt. Other representative transactions include representation of a multilateral lending agency in connection with proposed loans for an infrastructure project in Russia; representation of a Fortune 250 company in establishing a joint venture with a Japanese manufacturer; representation of a non-utility subsidiary in negotiating and implementing partnership, management, equity, and debt arrangements in another major energy project; and several transactions for non-utility subsidiaries establishing joint ventures to develop energy and telecommunications projects. He has recently represented a large utility in connection with the proposed formation of a statewide transmission company.
Manny also advises clients with respect to general corporate matters, including compliance with corporate statutes and state and federal securities laws and, in the case of publicly traded companies, compliance with Nasdaq exchange and other regulatory requirements.
Manny has represented commercial banks, business development companies, and other financial institutions in a variety of commercial lending transactions ranging from unsecured credit facilities to mezzanine loans to senior secured credit facilities and lease financings.
In addition to his representation of senior and mezzanine lenders in connection with commercial loans, Manny has represented borrowers and lenders in restructuring troubled loans, and he has represented financial institutions and government agencies (including the Federal Deposit Insurance Corporation and the Resolution Trust Corporation) with respect to creditors’ rights matters, including representation of a creditors’ committee in establishing and overseeing a workout arrangement with respect to more than $1 billion of indebtedness.
Before joining Dickstein Shapiro, Manny was an associate for four years at Davis Polk & Wardwell (New York and Washington, DC), where his practice included the representation of major investment and commercial banking institutions and U.S. and foreign corporations in a broad range of corporate finance, mergers and acquisitions, and corporate advisory matters.
Manny is a member of the American Bar Association.