Davis Polk & Wardwell is advising GSC Acquisition Company (GSCAC) on its $1.3 billion merger with Complete Energy Holdings, LLC. Under the terms of the transaction agreements, GSCAC is expected to issue approximately $440 million of new equity to Complete Energy’s current owners and to other holders of debt and equity of Complete Energy subsidiaries, assume approximately $627 million of net project-level debt, and retire other debt and pay transaction expenses of approximately $183 million, and a GSCAC subsidiary will also issue a $50 million mezzanine note. The transaction is subject to shareholder approval and to customary closing conditions, including regulatory approvals.

GSC Acquisition Company is a special-purpose acquisition company whose manager completed its initial public offering in June 2007 and trades on the AMEX under the ticker “ GGA.” Headquartered in Houston, Texas, Complete Energy is an independent power-generating company established in January 2004 to acquire, own and operate merchant and contracted electricity-generating facilities in key US markets.

The Davis Polk corporate team includes partner Nancy L. Sanborn and associates Jeffrey Wool, Emmanuel Cohen, Phillip G. Sharp, Andrea Buti (not yet admitted), Melba Ethel Kapesa (not yet admitted) and Kerry Kopke (not yet admitted). The capital markets team includes partners Richard A. Drucker and Deanna L. Kirkpatrick and associates Jeff Ramsay and Michael Segall. The tax team includes partner William H. Weigel and associate Nancy Chen. Partner Gail A. Flesher and associates Hayden Baker and Elisabeth Hanratty are providing environmental advice. Counsel John T. Wright and associate Sam I. Valverde (not yet admitted) are providing employee benefits advice. Partner Jinsoo H. Kim and associates Norberto E. Quintana, Pheabe S. Morris and Andrea J. Gildea are providing credit advice. Counsel James P. McIntyre and associates Regina Chang, John Naughton (not yet admitted) and Alan R. Lewis are providing real estate advice. Associate Frank J. Azzopardi is providing intellectual property advice. Kara N. Johnson, Audrey T. Nelson and Bernadette M. Sullivan are the legal assistants on the transaction.