Our Power team has a long track record of representing utility companies, power generators, gas producers, distribution companies and electricity providers in all types of development and financing matters, both domestically and internationally. We also represent sellers, purchasers, lenders and investors involved in the transfer of power generation and transmission assets and in sales and purchases of interests in pipeline, storage, processing and local distribution facilities.
We offer our power industry clients a full range of legal services from finance, corporate, mergers and acquisitions, project development, securities, tax, antitrust, environment, federal and state regulation and dispute resolution to project-related agreements.
Purchase and Sale of Generation and Related Assets
We regularly represent energy and energy services clients in all forms of acquisitions and divestment transactions of power generation and other power assets. Given the endless array of legal issues that arise in connection with M&A transactions, our mergers and acquisitions lawyers regularly leverage the strengths of the entire firm in handling transactions. In addition to working with our Renewable Energy and Oil & Gas practices, our lawyers can also draw upon the expertise of world-class lawyers in virtually every discipline, including regulatory, intellectual property, technology, tax, employee benefits, environmental and real estate. Where transactions raise antitrust issues, our experienced antitrust and competition lawyers provide a full complement of services that can handle antitrust and world trade issues of any complexity in any jurisdiction.
Our focus is helping energy companies and investors interpret and interact with the complex laws and regulations impacting their businesses. We advise developers, owners, operators and acquirers of power projects and marketers of energy from power projects, as well as lenders and investors in these projects. Our work includes negotiating and securing regulatory approvals, and assisting energy companies in establishing and implementing their legal and regulatory compliance programs. We also routinely represent clients in hearings, investigations and contested actions before energy industry regulatory authorities.
Our finance experience covers a full range of debt and equity financing structures. With an extensive record of bringing award-winning projects to completion, we structure, negotiate and document the full array of project and financing agreements specific to power projects. Our experience includes project contract, power purchase agreements (PPAs), tolling agreements, engineering, procurement and construction contracts (EPC), operating and maintenance agreements, gas purchase and gas transportation agreements, hedges and all associated documentation.
Construction/Design Transactions and Disputes
We regularly advise on negotiating design/build, partial design/build and unique contracts for energy projects. Our lawyers work closely with clients’ design and construction teams from the inception of each project, to the completion of the relevant contacts and throughout project implementation. We advise on procurement, subcontracting, project risk allocation, interfaces between difference contracts and the negotiation and implementation of the contracts with the various bidders. That work includes advice to public and private clients on change orders, bid and performance bond matters, delays, force majeure, lien claims and dispute resolution in domestic and international tribunals.
- California power plants. We represented General Electric Capital Corporation in the restructuring of several leases of two California power generation facilities.
- China coal power station. We advised the lenders to a joint venture between the Guangzhou Municipal Planning Commission and a Hong Kong company in connection with the building and operation of 2 x 300 MW coal-fired power station in Nansha, Guangdong Province, China.
- Ecuadorian power and natural gas assets. We represented Noble Energy in its $97 million disposition of its assets in Ecuador, consisting of the offshore Amistad natural gas field in the Gulf of Guayaquil and the Machala Power electric generation concession and associated assets, to the Republic of Ecuador.
- German power plant. We represented a major US industrial company and its German subsidiary in the synthetic lease of an electricity and steam cogeneration plant, to be constructed by the German subsidiary on behalf of, and leased from, the US branch of a Japanese bank, in a deal worth approximately €315 million. The deal also involved a guarantee by the company's Swiss subsidiary and a number of other international banks.
- German coal power plant. We advised our client on the corporate structure, energy regulations and financing of a joint venture with one of the leading German energy companies. The joint venture involved the construction and operation of a new coal power plant and an existing gas cogeneration power plant in Northern Germany. On behalf of the company, we were able to avoid fees and benefit from profits under aspects of the German Renewable Energy Act (EEG - Erneuerbare-Energien-Gesetz).
- Hong Kong Electric. We advised Hong Kong Electric Holdings Limited (HKE) in its acquisition of a 50 percent interest in a subsidiary of Cheung Kong Infrastructure Holdings Limited (CKI). The CKI subsidiary will acquire an electricity distribution network in Wellington, New Zealand. HKE will fund 50 percent of the total purchase price (approximately NZ$785 million) of the Wellington Network.
- Indonesia power project. We represented Export-Import Bank of the United States in connection with the $1.4 billion expansion project of the 815 MW single-unit coal-fired power plant located at the Paiton Power Generating Complex in Java, Indonesia. The new 1,230 MW independent power plant will share facilities with the existing Paiton I Project, in which we also represented U.S. Ex-Im Bank. This deal was named Asia Project Finance Deal of the Year 2009 by International Financial Law Review (IFLR).
- Indonesia energy. We represented PT Indika Energy Tbk, an Indonesia-based integrated energy company, in an offer to exchange up to $185 million of Indo Integrated Energy B.V.'s 8.5% Senior Notes due 2012 for Indo Energy Finance B.V.'s 7% Senior Notes due 2018, consent solicitation for Indo Integrated Energy B.V.'s 8.5% Senior Notes due 2012, and consent solicitation for Indo Integrated Energy B.V.'s 9.75% Senior Notes due 2016.
- LBO France. We advised LBO France in tax structuring, tax modeling, corporate and financing matters on its €1.9 billion acquisition of 33 percent of Converteam Group SAS, a global leader in power conversion engineering serving the marine and offshore, oil and gas, and energy markets, from Barclays Private Equity Ltd.
- Nuevo Pemex, Mexico. We represented the lenders, Banco Santander S.A. and Banco Nacional de Obras y Servicios Publicos, who will finance the $700 million, 300 MW Nuevo Pemex cogeneration facility in Tabasco, Mexico. The facility is the first of a planned series of nine similar projects that will add more than 3,000 MW of power-generation capacity in Mexico. This transaction was named Latin America Power Deal of the Year 2011 by Project Finance.
- Peru transmission lines. We represented WestLB and BNP Paribas, as joint lead arrangers, in the bridge and syndicated loan financings for Abengoa Transmisión Norte (ATN) for the construction, operation, and maintenance of approximately 700 km of electric transmission lines and the construction or upgrading of eight related substations in Peru.
- Philippines power plant. We represented Export-Import Bank of the United States as political risk guarantor and term lender in the approximately $933 million project financing of a 700MW coal-fired power plant facility in Pagbilao, Philippines.
- US acquisition. We represented TransCanada Corporation in connection with its $2.8 billion acquisition of Ravenswood Power Generating Facility from National Grid plc.
- Vietnam thermoelectricity. We acted as lead arranger of VND billion 10-year bonds issued by Vietnam Machinery Installation Corporation to fund the Vung Ang 1 Thermoelectricity Power Project.