McKenna Long & Aldridge lawyers have spent the last few months working on a three-part, $304 million cross-border transaction between two energy marketing companies.

Earlier this month, McKenna partner Ann-Marie McGaughey, the lead lawyer on the deal, helped Toronto-based client Just Energy acquire New York-based Hudson Energy Services, a portfolio company of Chicago private equity firm Lake Capital.

McGaughey said Just Energy has a U.S. acquisition strategy. "We were engaged to help them, really, with their first significant acquisition," she said, adding that the company also is looking at other U.S. opportunities.

According to McKenna partner David K. Brown, who handled the securities aspects of the transaction, Just Energy paid for Hudson Energy by selling $330 million in convertible debentures in Canada to a syndicate of underwriters led by RBC Capital Markets, GMP Securities and CIBC World Markets Inc. Convertible debentures are promissory note-like debt security instruments which can be converted to equity in the issuer, which was Just Energy.

Though the firm also prepared for a private placement in the United States, McGaughey said that Just Energy's business structure—known as an income fund in Canada, not a corporation or an LLC—was so unfamiliar here that it drew no U.S. investors.

"It didn't matter, because they raised more than they needed to," she said. "With energy being such a big focus these days, they've got a pretty strong growth history."

Brown said the deal was complex from a securities standpoint because of the need to make sure it complied with both U.S. and Canadian rules and regulations.

McGaughey said that legal work on the deal began in December but was put on hold while both companies sought consent to move forward from a third party—BP.

"We needed the consent of BP, the oil company … because we both have energy provider agreements with BP, so it was a third-party consent and that caused a couple of months delay," she said.

"When BP came in line, they were a little distracted," she added, referring to the energy giant's oil well disaster in the Gulf of Mexico, which began last month. McGaughey acknowledged that none of the BP in-house lawyers on the deal mentioned the leak during the transaction.

Just Energy's Canadian counsel on the deal were from Burnet, Duckworth & Palmer in Calgary, Alberta. Hudson Energy was represented by Kirkland & Ellis in Chicago.