A&O Shearman guided EGH Acquisition Corp., a special-purpose acquisition company, in connection with its announced USD1.2 billion pre-money enterprise value business combination with independent energy infrastructure developer Hecate Energy Group LLC. EGH will domesticate as a Delaware corporation and will be the surviving public entity in the business combination (above Hecate in an Up-C structure), and its Class A common stock will trade on the NASDAQ under the symbol "HCTE."
The transaction is expected to close in mid-2026 subject to customary closing conditions, including approval by EGH's shareholders.
Hecate is a leading U.S. developer of utility-scale energy parks with a diversified portfolio spanning solar, battery storage, wind, and thermal generation. Founded in 2012 by a team of experienced energy industry executives, Hecate has assembled the largest independent portfolio of renewable and thermal power projects totaling more than 47 GW. Hecate's portfolio is spread across eight U.S. power markets and 26 states. Since inception, Hecate has successfully sold over 12 GW of projects to a diversified group of blue-chip counterparties.
"We are pleased to support EGH on this significant transaction, which brings together a highly experienced sponsor team with whom we have collaborated on prior transactions and one of the most dynamic developers in the U.S. energy markets."
Said Michael Dorf, M&A partner at A&O Shearman. "This combination underscores the demand for reliable, scalable power that continues to intensify across the country."
The A&O Shearman team was led by partners Michael Dorf (San Francisco, M&A) and Bill Nelson (Houston, U.S. Capital Markets); counsel John Menke (Houston, U.S. Capital Markets); and associate Justin Higdon (Houston, U.S. Capital Markets).
Other A&O Shearman lawyers involved in the transaction included partners Larry Crouch and Lorenz Haselberger (both New York, Tax), Ryan Bray (Dallas, Tax), Jonathan Cheng (New York, Antitrust), and John Cannon (New York, Employment and Compensation); and associates Janice Perri, Malory Lea, Thomas Blecher, and Andrew Woodle (all New York, Employment and Compensation), Austin Jones and Heebum Shin (both Silicon Valley, Tax), and Regina Loureiro (Washington D.C., Antitrust).