Martin Lythgoe

Martin Lythgoe advises multinational corporations and private equity firms on complex mergers and acquisitions, cross-border infrastructure investments, and energy transition strategies. With over 20 years of global legal and business experience, he works across the infrastructure, energy, and private equity sectors.

Martin has held senior legal roles at leading energy companies and private equity firms, including Duke Energy Corporation and I Squared Capital, where he advised on strategic transactions, corporate governance, and regulatory compliance. His experience includes structuring and negotiating infrastructure acquisitions, privatizations, and cross-border financings, including project financings, asset-based lending, and term loans for operational energy and infrastructure assets as well as negotiating engineering, procurement, and construction (EPC) contracts, power purchase agreements (PPAs), and operations and maintenance (O&M) contracts for major energy and infrastructure projects.

In addition to transactional work, Martin has served on the boards of various companies, where he advised on governance, management incentive plans, and executive compensation.

Martin also has significant experience directing cross-border legal strategies and managing legal operations in Latin America. He has built and led compliance and ethics programs across multiple jurisdictions, aligning them with industry and local regulatory standards.

Concentrations

• Cross-Border M&A and infrastructure finance: Advises on strategic acquisitions, privatizations, and asset financings across the energy and infrastructure sectors.

• Regulatory compliance and corporate covernance: Leads legal strategy for multinational operations, with deep experience in compliance programs and governance for portfolio companies.

• Project development and commercial contracting: Negotiates EPC contracts, PPAs, and O&M agreements for complex infrastructure projects.

• Private equity legal counsel: Advises on fund legal operations, management incentive plans, executive compensation.

Experience

Representative Matters

• In his role as in-house counsel, advised I Squared Capital on its joint acquisition, alongside MPLX LP and Enbridge Inc., of a significant equity interest in the Matterhorn Express Pipeline (MXP), a 2.5 Bcf/d natural gas pipeline connecting the Permian Basin to major Texas demand centers and Gulf Coast LNG terminals.°

• In his role as in-house counsel, advised I Squared Capital on its acquisition of National Express School (NEXS) from Mobico Group, including all affiliated brands such as Durham School Services, Petermann Bus, and Stock Transportation.°

• In his role as in-house counsel, advised I Squared Capital on its acquisition of Priority Power Management, one of the largest independent energy management and infrastructure solutions providers in the United States.°

• In his role as in-house counsel, advised I Squared Capital on the merger of its portfolio company, Star Leasing Company, with Commercial Trailer Leasing (CTL), creating a combined trailer leasing and maintenance platform with a fleet of over 19,000 assets.°

• In his role as in-house counsel, advised I Squared Capital on its acquisition of KIO Networks, Mexico’s largest data center operator, with additional facilities across Central America and the Caribbean.°

• In his role as in-house counsel, advised I Squared Capital on its growth capital investment in RPower, LLC, a distributed energy resource platform, through ISQ Global Infrastructure Fund III.°

• In his role as in-house counsel, advised I Squared Capital on its acquisition of a stake in a major U.S. energy infrastructure platform from First Infrastructure Capital, Ridgemont Equity Partners, affiliates of West Texas Gas, Stonepeak Partners, and the WhiteWater management team.°

• In his role as in-house counsel, advised I Squared Capital in the sale of Whiptail Midstream’s San Juan Basin oil, gas, and water gathering systems to MPLX LP for $237 million, including assets serving the Gallup oil play and directly connecting to Corpus Christi-area LNG facilities.°

• In his role as in-house counsel, advised I Squared Capital on the sale of Cube District Energy, a premier U.S. landfill gas-to-energy platform, to Fiera Infrastructure Inc.°

• In his role as in-house counsel, represented REC Solar Commercial Corp. in the negotiation of an engineering, procurement, and construction agreement for the construction of a community solar project in Massachusetts.°

• In his role as in-house counsel, represented Duke Energy in the acquisition and negotiation of engineering, procurement, and construction agreements for the construction of eleven solar projects in the State of Georgia.°

• In his role as in-house counsel, represented REC Solar Commercial Corp in the negotiation of a power purchase agreement and an engineering, procurement, and construction agreement for the construction of a solar roof-top project in Hawaii.°

• Re-configured Duke Energy International’s structure in order to be more flexible from a treasury and tax perspective without relying on temporary U.S. tax provisions (i.e., “look through rule”) and transition from a Bermuda-based holding company to a more traditional European based holding company structure.°

• In his role as in-house counsel, represented Duke Energy Corporation in the refinancing of an $80M non-recourse acquisition financing. The project included the complete re-profiling of the debt and its related currency and interest rate swaps.°

• In his role as in-house counsel, represented Duke Energy Corporation in the acquisition of CGE Group’s Iberoamericana de Energía Ibener S.A. (Ibener) subsidiary in Chile, including its 140MW hydroelectric generating assets, for $415 million. The project included the structuring of a non-recourse acquisition financing and its related swaps with a club of five banks.°

• In his role as in-house counsel, represented Duke Energy Corporation in existing disputes with the EPC contractor of an 83MW coal power plant in Guatemala. The process ended up with the execution of a settlement agreement.°

• In his role as in-house counsel, represented Duke Energy Corporation in the acquisition of the Campanario 240MW thermal power plant in Chile from private equity fund Southern Cross Group. The project including the structuring of a non-recourse acquisition financing with a Chilean bank.°

°The above representations were handled by Mr. Lythgoe prior to his joining Greenberg Traurig, P.A.

In-House Experience

• Co-Founder, NumenBio, 2023-Present

• Deputy General Counsel, I Squared Capital LLC, 2018-2025

• General Counsel, Corporate Secretary, Head of HR, and Chief Ethics Officer, Orazul Energia Partners (F/K/A Duke Energy International), 2017-2018

• Duke Energy Corporation, 2010-2017

o Deputy General Counsel, Duke Energy International, 2014-2017

o Associate General Counsel & VP DEI Guatemala, 2010-2014