Attorney Profile

Practice Areas
Corporate
Closely-held Businesses
Energy
Health Care
Mergers & Acquisitions/Private Equity
Areas of Emphasis
Joint Ventures
Project Development
Corporate Counseling
Corporate Finance
Bar Admissions
New Jersey
New York
Education
Duke University School of Law, J.D., 1991
Case Western Reserve University, B.A., magna cum laude, 1988

Charles S. Detrizio

Partner

Chuck Detrizio is a partner in the Corporate Group of Riker Danzig and a co-head of its Energy Practice, which has been recognized by both Best Lawyers and U.S. News & World Report as being among the leading energy practices in New Jersey.

Chuck's transactional and counseling practice covers a wide array of industries. In addition to energy, he has substantial experience in the healthcare and manufacturing sectors as well as various service industries. His clients include closely-held companies and their principals, other middle market enterprises and large cap corporations.

Chuck represents clients in all aspects of structuring, negotiating and consummating domestic and cross-border mergers, acquisitions, divestitures, joint ventures and strategic alliances. He has significant experience in energy project development, including solar and other renewable energy projects. He also represents both investment funds and companies in early stage and later equity financings, as well as debt financings, recapitalizations and restructurings.

In addition to his transactional experience, Chuck advises clients on day to day and other matters affecting their businesses, including commercial contracting, corporate governance issues, equityholder disputes and the drafting and negotiation of management, employment, consulting and licensing agreements.

Chuck is regularly identified as of one of the region's leading corporate and M&A attorneys. These recognitions include listing in Best Lawyers in America® and New Jersey Super Lawyers since 2006. The most recent Chambers USA ranking of leading Corporate/M&A attorneys describes Chuck as an "extraordinarily dedicated practitioner" and cites his market reputation for "superb experience" in the energy and healthcare sectors.

Chuck is a member of Riker Danzig's Continuing Legal Education Committee and transactional Legal Opinion Committee. He has also served on Riker Danzig's Management Committee.

Prior to joining Riker Danzig in 2004, Chuck practiced for seven years in the New York office of King & Spalding LLP, where he was elected partner in 2000 and was a member of the Mergers & Acquisitions and Energy Industries practice groups. From 1993 to 1997, he was a member of the National Health Law and Corporate & Securities practice groups of Epstein Becker & Green, P.C. in New York. He began his legal career in 1991 as an associate in the New York office of Winston & Strawn LLP.

Selected representative transactions include:

Energy

  • Represent a Northeast-based independent power producer in its acquisition of a 99% interest in a project company operating a 20 MW operating wind farm in Minnesota. This representation also included the negotiation and documentation of acquisition financing, the project company partnership agreement, and arrangements governing the post-closing management and operation of the wind farm.
  • Represent Morris Energy Group, LLC in its purchase of a project company that owns and operates a 27 MW natural-gas and oil fired merchant power facility located in Massachusetts.
  • Represent Calpine Corporation as its New Jersey counsel in its $1.63 billion purchase of 4,490 MW of power generation assets from Pepco Holdings, Inc. and the related acquisition financing from a syndication group led by Credit Suisse AG. The purchase included 18 operating power plants, half of which were located in New Jersey. Representation was provided by a multi-disciplinary team of Riker attorneys, including members of our Corporate, Tax, Energy Regulatory, Real Estate, Environmental and Land Use practice groups.
  • Represent a rooftop solar power developer in its formation and the development of solar projects, including negotiation of purchase and installation agreements, solar power purchase agreements, access agreements and asset management agreements.
  • Represent a boutique energy industry investment banking firm in its investment in, and management arrangement with, the owner and developer of over 400 MW of wind and solar power projects located in the Pacific Northwest.
  • Represent a college preparatory day school in its development of a 400 kW rooftop solar system, including advising with respect to a long-term SREC purchase and sale arrangement, a leveraged lease financing arrangement, and U.S. Treasury cash grant issues.
  • Represent a European developer of deep water offshore wind farms in a Series B and Series C private placement of equity securities and related corporate restructuring of its U.S. subsidiary.
  • Represent two independent power producers in their joint bid out of bankruptcy for a generating company subsidiary of Mirant Corp. owning five hydroelectric and natural gas/jet fuel-fired power stations.
  • Represent oil & gas exploration companies in the acquisition of rights and interests in commodity producing properties. These representations have also involved advising on debt and royalty-based financings.
  • Represent an independent power producer in its bid for a 830 MW cogeneration facility located in Texas.
  • Advise owners of hydrocarbon producing properties with respect to mineral leasing transactions, including the review and negotiation of agreements with oil & gas exploration and production companies.
  • Assist Fortune 100 company in several auctions for the proposed purchase of wind projects, including due diligence and negotiation of bid and acquisition documentation.
  • Represent a consortium of energy companies and generation facility suppliers and developers in establishment of an entity that has as its purpose the purchase of renewable energy generation facilities (including solar, biomass, wind and geothermal) and the bundling and offering of the power produced by such facilities to the market.
  • Represent a privately-held energy investment company in its negotiation of a purchase agreement with a Fortune 500 company for certain gas processing plants and fractionation facilities located in Louisiana.
  • Representing El Paso Energy Corporation in (i) its acquisition of a 75 megawatt gas-fired cogeneration facility (comprised of a 50 megawatt combined-cycle generator and a 25 megawatt single-cycle generator) located in Colorado, (ii) its renegotiation of a related power purchase agreement and (iii) its 50 megawatt expansion to this shared Colorado facility site.
  • Assisted independent power producers and integrated energy companies in several auctions for the proposed purchase of cogeneration and biomass-fired power projects, including due diligence and negotiation of bid and acquisition documentation.

Health Care

  • Represent a multiple-site physical therapy practice in its sale of assets to, and practice management arrangement with, a national operator and manager of outpatient physical therapy clinics.
  • Represent medical practice groups as well as individual physicians and dentists in formations and acquisitions of medical practices, equity "buy-ins" by new physicians, equity "buy-outs" of departing physicians, and the mutual negotiation or other resolution of shareholder disputes.
  • Represent an ambulatory surgical center in its establishment of a compliance plan with respect to U.S. federal anti-kickback laws, the Stark Law, the False Claims Act, HIPAA and relevant state laws.
  • Represent purchaser of a branded organ preservation solution business, Custodiol, pursuant to a FTC-directed divestitures arising from the $2.5 billion acquisition by Barr Pharmaceuticals, Inc. of Pliva d.d.
  • Represent the purchaser of a dental medical device manufacturing and distribution business. This representation also includes providing ongoing advice with respect to licensing and FDA issues.
  • Represent Medicaid HMO operator in its $560 million sale to UnitedHealth Group Inc.
  • Structure and establish, by means of an affiliation agreement and corporate reorganization, a strategic alliance among three hospitals in New York State, including the development of integrated health care service networks providing ambulatory care, acute patient care and long-term care.
  • Represent a Long Island community hospital in its affiliation with a large Long Island not-for-profit hospital association through the formation of a tax-exempt, not-for-profit parent holding company and the establishment of a multi-functional integrated network for the delivery of health care services.
  • Issuance by a Kentucky medical clinic of floating rate taxable bonds, including the negotiation of a letter of credit and reimbursement agreement and related documentation.
  • Represent medical practice group in its participation in an endoscopy and ambulatory surgery center established by its physician-shareholders.

Joint Ventures

  • Represent GDC Properties, Inc. and its affiliates in its $244 million restructuring and purchase of LLC interests in six real estate holding companies controlling premium shopping centers in the greater Denver, Colorado area. This representation also included the negotiation and documentation of arrangements governing the joint ownership, management and operation of such companies and properties following the acquisition.
  • Represent a Fortune 100 chemical manufacturer in its formation of a joint venture for the research & development, manufacture, sale and marketing of specialty latex products in North America, Latin America, Europe and the Pacific.
  • Represent investor group in the negotiation and formation of a $150 million joint venture with a real estate management firm for the acquisition, management and disposition of retail and other commercial properties across the U.S.
  • Represent client in the formation of a Minority Business Enterprise-certified joint venture that provides staffing, design, packaging and distribution services to Fortune 500 and other consumer product and pharmaceutical clients.
  • Represent GDC Properties, Inc. and its affiliates in their $211 million acquisition from Acadia Realty Trust, by means of a recapitalization and a two-step merger, of a 77.78% interest in portfolio companies controlling a Wilmington, Delaware retail complex exceeding one million square feet in size. This representation also included the negotiation and documentation of arrangements governing the joint ownership, management and operation of such companies and properties following the acquisition.
  • Represent a U.S. developer of proprietary technology for the processing and formulation of functional foods in cross-border joint venture with Canadian and Indian entities.
  • Represent an international investment bank in the negotiation and formation of a €300 million joint venture with a global real estate investment management firm for the acquisition, management and disposition of industrial warehouse and similar properties located in selected European Union countries.

Manufacturing, Apparel and Retail

  • Represent Canadian steel manufacturer in its acquisition of a Maine-based full metal service center and metal fabricator.
  • Assist a marketing and manufacturing agency establish a trading and services subsidiary in China utilizing a two-tier wholly foreign owned entity/Hong Kong company structure.
  • Represent Aeon (U.S.A.), Inc., as the majority shareholder of The Talbots, Inc., in its $517 million acquisition of The J. Jill Group.
  • Represent Vitaquest International in the sale of a majority stake to private equity fund MidOcean Partners and in the related acquisition financing.
  • Represent a Fortune 100 chemical manufacturer in the purchase of a global agrochemical business valued at more than $1 billion.
  • Represent a Fortune 100 chemical manufacturer in its $75 million acquisition of a division of a biopharmaceutical R&D and manufacturing company.
  • Represent clothing designer and marketer in licensing arrangement with Phat Fashions LLC (d/b/a Baby Phat) for the development and distribution of branded specialty clothing line.
  • Represent a Global 200 company in outbound retailing joint ventures with U.S. corporations.

Investment Funds, Financing, and Corporate Counseling

  • Represent Greenlight Technologies, a leading governance, risk management and compliance software developer, and its founders in a Series A funding led by Storm Ventures, a leading Silicon Valley venture firm that focuses on making capital investments in cutting edge information technology and networking start-up companies.
  • Represent a $400 million private trust in a series of investments and divestures in various private equity funds, hedge funds and technology companies.
  • Represent Foundation Venture Capital Group, LLC ("FVCG"), in its early stage investment in several drug discovery and development companies. FVCG, a scientific discovery venture fund, exclusively invests in start-up companies developing technology at the University of Medicine and Dentistry of New Jersey.
  • Represent individual investor in a series of private investment in public equity transactions (PIPEs) totaling more than $15 million and involving new classes of senior convertible preferred stock and warrants.
  • Represent chief executive officer and other members of senior management team in the preparation and negotiation of employment agreements, executive compensation plan (including stock option, restrictive stock and stock appreciation rights grants) and change-in-control agreements in connection with employer’s initial public offering on the New York Stock Exchange.
  • Act as local counsel in numerous secured and syndicated financings originating out of New York, London, Hong Kong, Sydney, Bermuda and other banking centers, involving the granting of first priority liens on real property and other assets, the pledging of ownership interests and the guarantying of affiliate obligations.

Related Firm News

Charles S. Detrizio

See Also

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