ENVIRONMENTAL TRANSACTIONS

Representation of Multinational Sewer Rehabilitation Company 

We represent a publicly held company that manufactures sewer liners and performs sewer rehabilitation projects throughout North America and Western Europe. We often conduct environmental due diligence for the company’s acquisitions and divestitures. Recently, we represented the company in connection with the stock purchase of a corrosion-control engineering and services company with 45 owned and leased facilities throughout the United States as well as in Canada and the United Kingdom. We also recently represented the company in connection with the acquisition of several large facilities located in Louisiana, Texas and California.

Multistate Acquisition of Chemical Manufacturing Facilities 

Thompson Coburn represented a commercial real estate development company with the acquisition of a portfolio of thirteen (13) former chemical manufacturing facilities located in California, Illinois, Indiana, Massachusetts, New Jersey, New Mexico, Pennsylvania and Montreal, Canada. After the acquisition, we assisted the client in the cleanup, development and sale of the facilities.

Multistate Purchase of Motor Repair and Service Business 

We represented a client in the purchase of approximately forty (40) motor repair and service centers located in Alabama, California, Colorado, Georgia, Illinois, Indiana, Kansas, Louisiana, North Carolina, Nebraska, Ohio, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Wisconsin and Wyoming.

Sale of Multistate Heat Treatment Business 

We represented a client in the sale of five heat treating facilities located in Michigan, Ohio, Illinois, Missouri and California. This representation involved coordination of due diligence activities, negotiation of contract terms and obtaining environmental insurance to back-stop an indemnity from the buyer for remediation liability. In connection with this representation, we gained working knowledge of the significant pre-purchase due diligence responsibilities imposed upon and liability protections potentially available to buyers under Michigan’s Environmental Response Act (MERA).

Award-Winning Brownfield Development 

Thompson Coburn represented a developer in connection with the purchase of a 153-acre abandoned manufacturing plant and its subsequent transformation into a business park. The negotiation of cleanup cost cap and pollution legal liability insurance policies were integral to the success of the development. In addition, the project received a Community Impact Award from the prestigious Phoenix Award Program in Illinois.

Hospital and Healthcare Facility Acquisition and Divestitures 

We often represent hospitals and other medical care facilities with respect to real property and business acquisitions and divestitures. For example, we represented a buyer in connection with the acquisition of 23 hospitals in 9 states. As a result of these transactions, we have developed a comprehensive environmental due diligence checklist for environmental issues specifically related to health care facilities.

Multistate Residential and Mixed Use Housing Development 

We represent a developer of mixed use and multifamily housing units which are constructed generally in urban areas with significant environmental concerns. The development projects are located in many states, including Tennessee, Florida, Louisiana, Missouri and Pennsylvania. Because of the residential nature of the developments, we are often involved in negotiating Brownfield Agreements with the state agencies to implement cleanups that are both cost effective and protective of the future residents. 

Sale of East Coast Electronics Manufacturing Facility 

We represented a client in the sale of a former electronics manufacturing facility located in Connecticut that had been impacted with solvent contamination. This representation involved working through the complex requirements and procedures of the Connecticut Transfer Act, including the use of an Environmental Land Use Restriction.

Multistate Purchase of Scrap Metal and Battery Recycling Facility 

Thompson Coburn represented a client in the purchase of a company with approximately ten (10) scrap metal/battery recycling facilities in Wisconsin and the purchase of three additional scrap yards in Minnesota, Iowa and Illinois. The due diligence included investigation of current and former facilities, disposal facilities and regulatory compliance audits. The contract negotiations included cleanup commitments by and indemnities from the sellers for conditions identified by the due diligence.

Purchase of Multistate Vehicle Manufacturing Facility 

Thompson Coburn represented a client in connection with the asset purchase of eight (8) emergency vehicle manufacturing facilities located in Florida, New York, Oregon, Pennsylvania, South Carolina and Wyoming. This representation included the coordination of Phase I, Phase II and compliance assessments, negotiation and documentation of liability allocation between the seller and buyer and the post-closing resolution of contamination and compliance issues identified during due diligence.

Brownfield Development of Former Steel Plant 

We assisted our client in the purchase and the development of a former steel plant into the then largest open air shopping center in St. Louis. We planned and directed the client’s due diligence investigation, along with the environmental consultants, negotiated and obtained governmental approval of cleanup plans and objectives for distinct areas of the site, presented those plans to and obtained approval from the lenders and bond underwriters that provided the financing for the project, created escrows to fund post-closing cleanup, and assisted the client in its implementation and completion of all cleanup activities.

Manufactured Gas Plant Site Cleanup/Redevelopment 

We are currently representing clients involved in the investigation, cleanup and potential development of several former manufactured gas plant sites (FMGP sites). Some of the FMGP sites are located near or adjacent to major waterways. Portions of the investigations and remediation have been funded through Brownfield grants, private contributions and/or through remediation tax credits.

Cleanup Funded through Remediation Tax Credits 

Thompson Coburn represented a major university in its successful efforts to develop and lease a portion of its campus to establish the world headquarters of a major business concern. Necessary remediation work revealed by environmental and geotechnical borings were funded primarily through the generation and sale of Brownfield remediation tax credits.

Retail Petroleum Facilities 

For many years, we have represented a land owner who owns the ground under multiple service stations throughout the St. Louis metropolitan area, the largest car wash company in the state of Missouri and one of the country’s most significant gasoline/convenience store chains. We have assisted these clients in numerous matters, including the buying, selling and leasing of property, underground storage tank technical compliance, contaminant investigation and remediation and tank fund reimbursement claims.