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Key Areas of Practice

  • Corporate
  • Mergers and Acquisitions
  • Private Equity - Corporate
  • Infrastructure, Energy & P3
  • Securities

Biographical Information

Warren E. Nowlin is a member of the firm focusing in the areas of corporate and securities law, international transactions and finance. Mr. Nowlin represents corporations, financial institutions and investment funds in transactions and strategic planning matters, including mergers and acquisitions, corporate governance, risk management, and debt and equity transactions. He also regularly represents emerging growth companies in their organizational planning, acquisitions and capital funding activities. 

An active part of Mr. Nowlin’s practice has involved cross-border transactions, privatizations, joint ventures and strategic alliances in emerging markets. His role has included negotiating organizational, governance and financing documents, working with investment banks, multilateral financing institutions and governmental agencies to secure funding, and contracting for government concessions. His overseas work has also included project financings, particularly in the energy sector, and the restructuring and sale of state-owned enterprises.

Mr. Nowlin has substantial experience structuring and negotiating public-private partnerships, particularly in the water infrastructure and waste-to-energy sectors, and also in renewable energy projects.  He has represented the public sector in the sale of government assets, in compliance matters involving state P-3 legislation, and in structuring and managing competitive negotiations and RFQ/RFP processes. 

He is experienced in the formulation and operation of domestic and off-shore investment funds. Mr. Nowlin has represented a broad range of participants in the private equity, venture capital and hedge fund industry, including fund sponsors, investors and portfolio companies.   Mr. Nowlin also represents business development companies (BDCs), principally in their debt-financing activities.  His work in this area focuses on structured finance facilities, through which BDCs obtain additional capital to fund their lending and investing activities. 

Mr. Nowlin has worked with pension funds, state retirement systems, endowments, foundations, captive investment subsidiaries and their investment managers and advisers on the formulation and implementation of their investment programs, in the management of special asset classes, and in compliance matters involving fiduciaries. Mr. Nowlin has testified as an expert to the U.S. Congress on laws governing fiduciaries and on matters under congressional investigation.

Mr. Nowlin is admitted to practice in the District of Columbia District of Columbia, Commonwealth of Virginia, and State of Maryland and is active in the Business Law Section of the American Bar Association.  Mr. Nowlin received a B.S. degree in Commerce from the University of Virginia, and a J.D. degree, magna cum laude, from Washington & Lee University, where he was inducted into the Order of the Coif.  Prior to law school Mr. Nowlin was an officer of J.P. Morgan Chase, N.Y., where he was involved in corporate finance for Fortune 500 corporations.

Representative Transactions & Experience

Mergers & Acquisitions/Capital Formation:

  • Financial database & software company in sale to NYSE global information technology company
  • Information technology company in corporate governance and contracting matters, and in acquisition of its largest competitor
  • Controlling shareholders in various corporate buy-sell and buyout transactions
  • Publicly registered business development companies (BDCs) in debt-financing activities, structured finance, and related organizational planning (including bankruptcy-remote SPEs)
  • Leading U.S. trade association in sale of its “for profit” subsidiary, a leading industry database provider, to an NYSE global financial information and analytics corporation
  • Fast-casual restaurant chain in start-up, capital funding and multi-state expansion program • National chain of commercial landscaping and retail nurseries in management buy-out (MBO)
  • Value added reseller of computer hardware in non-bankruptcy wind-down and liquidation
  • Publicly registered business development companies in structured finance matters, including commercial loan packages with lender consortia
  • Nutraceutical start-up in offshore formation, funding and negotiation of production joint ventures
  • Business software and technology consulting services company in formation and build-up
  • Information technology company in corporate reorganization
  • Investor group in corporate formation and structuring of new insurance product offering
  • U.S. mining company in exploration and development stage matters

Cross-Border Transactions:

  • U.K. internet service provider in sale to leading U.S. fiber optic company
  • Leading Mexican bank holding company in acquisition of U.S. bank holding company
  • Leading Mexican bank holding company in acquisition of U.S. 50-state money transmitter and in follow-on acquisitions and regulatory compliance matters
  • U.S. hedge fund in formation and investment in Singapore-based offshore trade finance program
  • U.S. institutional investor in design and implementation of emerging markets investment program
  • Eastern European commercial property owners in joint venture with U.S. real estate developer
  • U.S. hedge fund investor in Eastern European property restitution fund
  • U.S. investor group in Eastern Europe wind energy industry investments
  • Foreign government agency in connection with proposed privatization of state owned enterprises

P-3 (Public-Private Partnerships) and Energy/Infrastructure Transactions:

  • Regional waste authority in privatization of waste-to-energy facility and power plant
  • Large municipal government in planned purchase and buy-back of large waste-to-energy plant
  • Large municipal government in negotiating and documenting first of kind storm water public-private partnership providing a 20-year regime for outsourcing infrastructure improvements
  • Municipal government in public-private partnership with leading waste-to-energy operator and in strategic planning for  expansion and financing of WTE facilities
  • Municipal transit authority in potential privatization of local rail service

Institutional Investment/Private Equity:

  • Corporate pension funds in various private equity, venture capital and alternative asset class investments
  • Corporate pension fund in global emerging market investments program
  • Sponsor of hotel investment fund in formation and initial private placement with pension funds
  • Sponsor of disaster area recovery investment fund in formation and initial private placement
  • Sponsor of biotech investment fund in formation and initial private placement
  • Numerous institutional investors in real estate development joint ventures
  • Venture capital funds in corporate governance and securities compliance matters
  • Banks and institutional fiduciaries in real estate and special asset class transactions

Additional Biographical Information

Law School :Washington & Lee University, JD, magna cum laude, Order of the Coif.

Undergraduate: University of Virginia, McIntire School of Commerce, BS, Commerce (Finance & Accounting).

Bars: District of Columbia, Commonwealth of Virginia, State of Maryland

Affiliations: American Bar Association, Business Law Section; District of Columbia Bar, Business Law and Corporations, Finance and Securities Law Sections; Energy Recovery Council.



Contact Information
Phone: 202.496.1292

Washington, DC

1050 17th Street, N.W., Suite 600
Washington, D.C. 20036



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