Our Power & Utilities 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.
Mergers & Acquisitions
The team at Mayer Brown has extensive experience representing clients in the power and utility sector in all forms of M&A transactions, including mergers, purchases and sales of companies and assets, divestitures, joint ventures, restructurings and equity investments, among others. We advise clients on both public and private transactions involving electric and gas utilities, power generation facilities, electric transmission facilities and retail energy marketing businesses. Our team is involved in all aspects of these transactions and works closely with the deal team in areas such as bidding strategies, advising senior management and boards of directors on transaction issues, transaction structuring to address regulatory and tax concerns, due diligence and execution.
Conventional Electric Generation
Our team represents independent power producers, investor owned utilities, private equity sponsors and other investors in purchase and sale transactions of all sizes and types involving power generation facilities, from large generation portfolio transactions to single facility acquisitions and dispositions. Our experience includes transactions involving coal- and gas-fired generation and co-generation facilities, contracted and merchant facilities and facilities located across markets, including PJM, MISO, ERCOT and NYISO, as well as co-owned generation, and the associated ownership structures specific to the utility industry.
Retail Energy Providers
We represent clients in M&A transactions involving retail energy providers and understand the unique issues that arise in these transactions, including with respect to working capital, hedging programs and the regulatory overlay. Our familiarity with how these issues are addressed in the context of M&A transactions allows us to provide business specific advice to our clients and work with them to structure transactions that reflect the economic drivers underlying the transaction.
Utilities and Regulated Assets
The team at Mayer Brown represents investor-owned utilities and infrastructure investors in market leading M&A transactions involving electric and gas utilities, as well as regulated power infrastructure, such as electric transmission. Our team’s experience includes some of the largest, most recent mergers in the sector, and is based on over 20 years’ experience in these transactions. Notably, our experience includes extensive experience representing non-US investors in transactions in the sector.
Renewables / Emerging Technologies
We represent developers, sponsors and investors in M&A transactions involving renewable generation assets and other emerging technologies. Our team’s extensive experience in the project development and project financing of renewable generation allows us to advise clients with respect to the unique aspects involved in M&A transactions involving renewable generation, including with respect to the specialized tax and financing structures often associated with these assets.
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.
Regulatory and Environmental Matters
Our focus is to help our clients in this sector interpret and interact with the complex laws and regulations impacting their businesses, and we have experience advising 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 our clients 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. This experience is critical to our ability to assist our clients in all aspects of M&A transactions, from due diligence to regulatory approvals to post-closing compliance.
In addition to our broad experience advising clients with respect to tax matters in M&A transactions generally, a key element to our M&A transaction support in the area of renewables is our experience with partnerships, leasing structures and all of the other structures used in financing renewable projects. We have assisted clients in structuring transactions to monetize US production and investment tax credits, US Treasury cash grants and depreciation benefits and other US and state subsidies and benefits, as well as tax subsidy arrangements in cross-border matters. This experience allows us to work with clients to ensure that transactions are structured to optimize these benefits.
Working with Non-US Entities
We work extensively with non-US entities in US transactions in this sector. We recognize the inherent issues and complexities foreign companies face when investing in or acquiring US businesses or assets. Our team has an in-depth understanding of industry-specific issues and regularly advises on the full range of legal services that foreign clients may encounter, including US tax issues and regulatory and compliance concerns. We also routinely assist clients with issues relating to Committee on Foreign Investment in the United States filings and/or the Hart-Scott-Rodino Act. Our M&A transaction teams are able to draw on this experience in representing both US and non-US clients, in that understanding the potential regulatory and tax hurdles faced by a non-US counterparty can be critical to our US clients in assessing the potential risks presented.
Representative Gas-Fired Generation Experience
- AGL Resources. Represented AGL Resource, now known as Southern Company Gas, in its $3.1 billion acquisition of Nicor Inc.*
- AGL Resources. Represented AGL Resources, now known as Southern Company Gas, in its $691 million acquisition of NUI Corporation.*
- Arroyo Energy Partners. Represented Arroyo Energy Partners in the acquisition of Broad River Energy Center, an 870 MW dual-fuel, simple-cycle generation facility in Gaffney, SC from Energy Capital Partners.*
- Caisse de dépôt et placement du Québec (CDPQ). Represented Caisse de dépôt et placement du Québec (CDPQ) in the acquisition, jointly though a joint venture with GE Energy Financial Services, of Southern Star Central, a 5,800 mile U.S. natural gas pipeline system, from Morgan Stanley Infrastructure.*
- Bank of Nova Scotia. Represented The Bank of Nova Scotia as to the terms and provisions of an EPC agreement for a 50MW gas-fired power plant in Colorado.
- BNP Paribas. Represented BNP Paribas as lead arranger and administrative agent on acquisition financing for the acquisition of a 125MW gas fired, combined cycle, cogeneration facility located in Ludington, Michigan by Rockland Capital, LLC, and the subsequent refinancing of the facility.
- Cajun Electric Cooperative. Represented the Chapter 11 trustee in the bankruptcy of Cajun Electric Cooperative with respect to the Code Section 353 sale of its gas-fired power plant generation portfolio to NRG, and in its disposition of its interest in the River Bend Nuclear plant to Entergy.*
- Caterpillar Power Generation Systems. Represented Caterpillar Power Generation Systems on an engineering, procurement and construction (EPC) contract for a 65 megawatt natural gas-fired power project with Alberta Newsprint Company in Alberta, Canada.
- Columbia Energy Group. Represented Columbia Energy Group in the reorganization and sale of Columbia Electric Corporation.*
- CPV Fairview. Represented a lender in the financing for the 1,050 MW Competitive Power Ventures Fairview project in Jackson, Pennsylvania.
- CPV Towantic Energy Center. Represented a lender on the financing for the 785 megawatt (“MW”) CPV Towantic Energy Center in Western Connecticut.
- Cricket Valley. Represented a lender in the financing for Advanced Power’s 1,100 MW Cricket Valley project in New York State.
- Duke Energy Hidalgo Energy Center. Represented Duke Energy in the sale of a 21.5% interest in its Hidalgo Energy Center, a 510 MW gas fired power plant located in Hidalgo County, Texas, to the City of Brownsville, Texas Utilities Board and the sale of its remaining interest to Calpine Corporation.*
- Duke Energy McClain Energy Facility. Represented Duke Energy in the sale of a 23% interest in its McClain Energy Facility, a 500 MW gas fired power plant located in McClain County, Oklahoma, to the Oklahoma Municipal Power Authority, and the sale of its remaining interest to NRG.*
- Duke Energy Murray Facility. Represented Duke Energy in respect of a long term sale of tolling capacity at Duke’s Murray facility, a 500+ MW gas fired power plant located in Murray County, Georgia, to Georgia Power.*
- Duke Energy Vermillion. Represented Duke Energy in the sale of a 25% interest in a 647 MW gas fired power plant located in Vermillion County, Indiana to Wabash Valley Power Association.*
- Enron Las Vegas CoGen. Represented Enron in the acquisition and finacing of Las Vegas CoGen the operator of a 50 MW gas fired cogeneration facility in Henderson, Nevada, and the subsequent expansion of that facility.*
- Enron Fountain Valley. Represented Enron in the development and financing of its Fountain Valley Energy Center, a 240 MW gas fired power plant located near Colorado Springs, Colorado.*
- Enron Black Hills sale. Represented Enron in its sale of Las Vegas Cogen and the Fountain Valley Energy Center to Black Hills Corporation.*
- Enron Pastoria Energy Facility. Represented Enron in the sale of its Pastoria Energy Center, a planned 750 MW gas-fired combined cycle power plant under development near Bakersfield, California, to Calpine Corporation.*
- Enron Clebourne Cogeneration Facility. Represented Enron in the acquisition of a gas-fired cogeneration facility located in Clebourne County, Texas.*
- General Electric Capital Corporation. Represented General Electric Capital Corporation in the restructuring of several leases of two California power generation facilities.
- GE Energy Financial Services New York Power Plant. Represented GE Energy Financial Services in its bid to purchase a 500 MW gas-fired power plant in the New York area.
- GE EFS Shady Hills. Represented GE Energy Financial Services in the acquisition and financing of a 517 MW gas fired power plant located near Tampa, Florida, from LS Power.*
- GE EFS Shady Hills Expansion. Represented GE Energy Financial Services in its planned expansion of its Shady Hills energy facility located near Tampa, Florida.*
- GE EFS Southeast PowerGen. Represented GE Energy Financial Services in its acquisition of a 24.95% interest in Southeast PowerGen Holdings from ArcLight Energy Partners. Southeast PowerGen owns 2634 MW of gas fired generation facilities in Georgia.*
- GE EFS Russell City. Represented GE Energy Financial Services in the development and financing of the Russell City Energy Energy Center, a 617 MW gas fired power plant located in Fremont, California.*
- GE EFS Sentinel. Represented GE Energy Financial Services in the development and financing of the 800 MW CPV Sentinel power plant located near Desert Hot Springs, California, and in the subsequent sale of an interest in the entity owning the Sentinel plant to Diamond Generating.*
- GE EFS CPV Towantic. Represented GE Energy Financial Services in the sale of a 51% interest in the entity developing the 785 MW CPV Towantic Energy Center to Competitive Power Ventures.*
- Gulf Pacific Power, Harbert Management and CalPERS. Represented Gulf Pacific Power, Harbert Management and CalPERS, in the acquisition of ownership interests in a 550 MW natural gas-fired, combined cycle generating facility in New York.*
- Juniper Generation. Represented the issuer on the $105,000,000 project bond portfolio refinancing for Juniper Generation, LLC, a holding company for a portfolio of gas-fired power projects located in California.*
- Illinova Generating Co. Represented Illinova Generating Co. in connection with its investment in Aguaytia Energy LLC and its integrated gas field and 155MW gas-fired power project and project financing thereof by Trust Company of the West and the Inter-American Development Bank.
- Kelson Canada Projects. Represented the lenders on a mixed tranche Canadian and US dollar portfolio restructuring facility to refinance debt secured by several gas-fired power projects of Kelson Canada.*
- Kimura Power. We represented BNP Paribas on financing in connection with the acquisition of (a) 586.0 MW Tait combustion turbine and diesel generation facility located in or near Dayton, Ohio, (b) 236.0 MW Montpelier combustion turbine generation facility located in or near Poneto, Indiana, (c) 101.5 MW Yankee generation and solar facility located in or near Centerville, Ohio, (d) 25.0 MW Hutchings combustion turbine generation facility located in or near Miamisburg, Ohio, (e) 12.0 MW Monument diesel generation facility located in or near Dayton, Ohio and (f) 12.0 MW Sidney diesel generation facility located in or near Sidney, Ohio.
- Kinder Morgan. Represented Kinder Morgan in a 50/50 joint venture with Southern Company in connection with the ownership, operation and development of the Southern Natural Gas pipeline system having a total enterprise value of approximately $4.15 billion.*
- Long Ridge Energy. We represented Long Ridge Energy Generation LLC, a Fortress Investment Group project company that is developing a gas fired power plant in Ohio, in placing 457 MW of electric power commodity hedges for terms of seven and 10 years with four financial institutions and commodities trading firms and with GE as supplier of gas turbines for the power plant project. The hedges underpin the project financing for the project by reducing the commodity price risk to which the project would otherwise be subjected.
- New England Generating Facilities. Represented an independent power producer in the acquisition of natural gas-fired and hydroelectric generating facilities in New England and the successful defense of hydroelectric license transfers before the U.S. Court of Appeals for the First Circuit.*
- Oregon Generating Facility. Represented an independent power producer with respect to natural gas-fired, combined-cycle generating facility in Oregon.*
- Peoples Energy Corporation. Represented Peoples Energy Corporation in its $1.5 billion merger with WPS Resources Corporation.*
- PPL Global. Represented PPL Global in structuring, negotiating and documenting numerous engineering, procurement and construction agreements for the development of four separate gas-fired power plants in the United States.
- Public Service Enterprise Group. Represented PSEG in connection with the sale of two 1,000 MW gas-fired combined cycle plants for a total of $687 million to entities managed by Wayzata Investment Partners and Energy Capital Partners II LP in separate transactions.*
- PSEG Power. Represented PSEG Power in the construction and financing and EPC agreements for two gas-fired combined cycle power plants, one in Lawrenceburg, Indiana and the other in Waterford, Ohio.
- Rockland Capital, LLC. Represented Rockland Capital, LLC and its affiliate Wolverine Power Holdings, LLC, in the acquisition of 100% of the interests in Michigan Power LP, LLC, which owns a 125 MW gas-fired cogeneration facility known as Michigan Power located in Ludington, Michigan from affiliated funds of ArcLight Capital Partners, LLC, and the subsequent sale of the facility to Osaka Gas Michigan Power, LLC, a subsidiary of Osaka Gas USA Corporation.*
- Rockland Capital, LLC. Represented Rockland Capital, LLC in the acquisition of a portfolio of six natural gas and oil-fired peaking generating plants in Ohio and Indiana with a combined generation capacity of 973 MW (summer rating) from AES Ohio Generation, LLC, a wholly owned subsidiary of DPL, Inc. *
- Rockland Capital, LLC. Represented Rockland Capital in its acquisition of two natural gas-fired facilities totaling 503 MW from Valley Road Holdings, a subsidiary of LS Power Development, LLC.*
- Rockland Capital, LLC. Represented Rockland Capital in the acquisition of a 1,166 MW portfolio of three natural gas-fired generation facilities in Illinois from an affiliate of Ameren Corporation.*
- Rockland Capital, LLC. Represented Rockland Capital in the sale of a portfolio of three peaking generation plants located in Illinois with a combined gas-fired generation capacity of approximately 1,100 MW to The Carlyle Group and its affiliated independent power producer and power generation asset manager, Cogentrix Energy Power Management, LLC.*
- Rockland Capital, LLC. Represented Rockland Capital in the acquisition of a 352 MW gas-fueled electrical generation plant known as Shelby County located in Illinois from an affiliate of NRG Energy, Inc.*
- Rockland Capital, LLC. Represented Rockland Capital in its proposed $112 million acquisition of Maxim Power (USA) Inc., which owns a portfolio of five natural gas-fired electric generation facilities with an aggregate generating capacity of 446 MW, from Maxim Power Corp. (terminated).*
- Starwood Energy Group Global. Represented Starwood Energy Group Global in its acquisition of CER-Quail Run Energy Partners LP, the owner of a 550 MW natural gas combined-cycle electric generation facility located in the Permian Basin.
- Starwood Energy Group Global. Represented Starwood Energy on the portfolio acquisition of the equity ownership of three gas-fired power projects from Lakeside Energy: the 108 MW Beaver Falls cogeneration combined-cycle power project in New York, the 158 MW Hazleton peaking natural gas-fired project in Pennsylvania, and the 103 MW Syracuse combined cycle power project in New York.
- Talen Energy Corporation. Represented Talen Energy Corporation in the $1.175 billion acquisition of MACH Gen, LLC, the holding company of three natural gas-fired power plants located in New York, Massachusetts and Arizona with a total capacity of over 2,500 MW.*
- Tenaska Power Fund. Represented Tenaska Power Fund on a $1.645 billion acquisition financing for the acquisition of a portfolio of natural gas-fired power generation facilities located in the United States.*
- Tenaska Westmoreland Generating Station. Represented a lender on the financing for Tenaska Westmoreland Generating Station, a 925-megawatt (MW) natural gas-fueled power plant project near Pittsburgh.
- TransCanada Interests. Representing TransCanada Corporation in the sale of its US Northeast power business, which includes advising on the disposition of TransCanada’s interests of Ravenswood Generating Station, Ironwood power plant, Ocean State power plant and Kibby Wind power project generation facilities to Helix Generation, LLC, an affiliate of LS Power Equity Advisors.
- TransCanada Corporation. Represented TransCanada Corporation in its $13 billion acquisition of Columbia Pipeline Group, Inc., a Houston, Texas-based company that operates an approximate 15,000-mile (24,000-km) network of interstate natural gas pipelines extending from New York to the Gulf of Mexico, with a significant presence in the Appalachia production basin.
- UBS International Infrastructure Fund. Represented UBS International Infrastructure Fund in its acquisition of a 50% interest in Northern Star Generation, an unregulated electric-generation holding company with ownership interests in 13 electric generation plants in the United States.
- Washington Generating Facility. Represented an independent power producer in the negotiation of a tolling agreement and the subsequent sale of a 520 MW natural gas-fired, combined-cycle generating facility in Washington.*
- Westmoreland. Represented a lender in the financing for Tenaska’s 925 MW Westmoreland project near Pittsburgh, Pennsylvania.Whiting Clean Energy. Represented BP Alternative Energy in its $210 million acquisition of the Whiting Clean Energy facility, a 525MW natural-gas fired combined-cycle cogeneration power plant located in Whiting, Indiana, USA. from NiSource Inc.
Representative Wind Experience
- Auwahi Wind. Represented a British multinational oil and gas company’s renewable energy branch on a joint venture arrangement for the financing of the Auwahi wind project in Hawaii.
- Balko Wind. Represented two leading global financial institutions, the financial arm of an American multinational conglomerate and a US multinational technology company in a $315 million structured equity investment in Balko Wind, a 300 MW wind farm located in Oklahoma, developed by affiliates of D.E. Shaw Renewable Investments, L.L.C.
- Blade Dynamics. Represented an American multinational chemical corporation’s venture capital group in the acquisition of an equity stake in Blade Dynamics, Ltd., a designer and manufacturer of advanced wind turbine blades.
- Blue Canyon Wind Farm. Represented a multinational conglomerate in a $117 million structured equity investment in Blue Canyon, a 99 MW wind farm located in Oklahoma.
- Blue Canyon V Wind Farm. We represented GE Energy Financial Services in the restructuring of its tax equity investment in the 99 MW Blue Canyon V wind farm in Oklahoma operated by EDP Renewables.
- Blue Canyon VI Wind Farm. Represented a major financial institution in the tax equity financing for the Blue Canyon VI wind farm in Oklahoma developed by Horizon.
- Campbell County Wind Farm. Represented Campbell County Wind Farm Holdings in the sale of a 95 MW wind farm in South Dakota to Consolidated Edison Development.
- Canadian Hills. Represented a leading global financial institution and its affiliates as an investor in a structured equity investment to finance the 298 MW Canadian Hills wind farm located in Oklahoma and developed by Atlantic Power.
- Chestnut Flats Wind. Represented the equity investor in a sale-leaseback transaction involving the 38 MW Chestnut Flats wind farm located in Blair and Cambria Counties, Pennsylvania.
- Cielo Wind. Represented Cielo Wind in its joint venture with U.S. Renewable Energy Group and China-based Shenyang Power Group to develop a $1.5 billion, 600 MW wind farm in Texas. This is the first major US renewable project financed by Chinese banks and supplied with Chinese-made wind turbines.
- EcoGrove Wind Farm. Represented Acciona Wind Energy in connection with the $100 million debt financing of its EcoGrove Wind Farm, C2 Special Situations Group, in Illinois.
- Falvez Astra Wind Project. Represented a multinational conglomerate’s financial branch as lender in connection with the construction financing for the 163 MW Falvez Astra Wind Project in Texas. This is Falvez Energy's first utility-scale wind project.
- Fengate Real Asset Investments. Represented Fengate on development load finance and co-development arrangements for a utility-scale wind project in Maine, United States.
- Fiber Winds Energy. Advised Tri Global in connection with a turbine supply agreement with Alstom Power under which the original equipment manufacturer (OEM) will provide turbines for Tri Global’s 80 MW Fiber Winds Energy project in Texas.
- Fire Island Wind. Represented Cook Inlet Inc. and its subsidiary, Fire Island Wind LLC, in connection with construction financing for a 17.6 MW (11 GE 1.6MW xle turbines) wind power project on Fire Island, Alaska, financed by CoBank.
- First Wind/Palouse. Represented developer First Wind and its affiliates on the tax equity financing of the 105 MW Palouse wind farm located in Washington. We also represented the client in the subsequent sale of its equity interests in this project.
- First Wind/Route 66. Represented developer First Wind and its affiliates on the construction loan, tax equity commitment, back-leverage commitment and power hedge arrangements for the 150 MW Route 66 Project, located in Texas. We also represented the client in the subsequent sale of its equity interests in this project.
- Flat Ridge II Wind. Represented a British multinational oil and gas company in North America’s alternative energy arm in due diligence investigations, title and survey review for Flat Ridge II wind power projects encompassing over 250 parcels in Barber and Kingman counties located in Kansas.
- Global Financial Institution. Represent a global financial institution in the back-leverage financing of a portfolio of community solar projects in Minnesota to one or more subsidiaries of a Renewable Energy company.
- Golden West and Golden Hills/Cedar Bluff. Represented two leading global banks on structured equity investments in the Golden West (250 MW), Golden Hills (86 MW) and Cedar Bluff (199 MW) wind projects in Colorado, California and Kansas, respectively, with an aggregate value of $596 million.
- Gopher Creek Wind Project. We represented Norddeutsche Landesbank Girozentrale, New York Branch, as construction lender, in a construction loan facility for a 158-MW wind farm, called Gopher Creek Wind Project, located in Borden and Scurry Counties, Texas.
- Greater Gabbard Offshore Wind Farm. Advised the sponsors on the 500 MW Greater Gabbard offshore wind farm in the Thames Estuary.
- Great Plains Wind. Represented Noble Environmental Power on debt and tax equity refinancing in connection with the 144 MW Great Plains wind project in Texas.
- Hannon Armstrong. Represented a leading global bank in a secured senior loan to finance the acquisition by affiliates of Hannon Armstrong from JPMorgan of an interest in a newly created entity that holds tax equity interests in 10 wind farms representing 1.2 GW of generating capacity across five states.
- Hatchet Ridge Wind. Represented an institutional investor and its affiliates, as equity investor, in the leveraged lease financing to Pattern Energy Group’s subsidiary, Hatchet Ridge Wind, LLC, the lessee of a 101.2 MW wind energy project located in Burney, California.
- Headwaters. Represented a leading global financial Institution in a $315 million structured equity investment in Headwaters, a 200 MW wind farm located in Indiana, developed by affiliates of EDP Renewables North America LLC.
- Iberdrola. Represented Iberdrola in litigation with Outland Renewable Energy. The lawsuit began as a personal injury case brought by an Outland employee against Gamesa and Iberdrola Renewables, Inc., which operated Gamesa-made turbines at a wind farm in Illinois. The litigation expanded to encompass disputes over the entire business relationship between Gamesa and Outland. We won a dismissal on all of Outland Energy Services’ conspiracy/antitrust claims against Iberdrola.
- Invenergy. Represented Invenergy in obtaining a letter of credit facility from Natixis to finance the development of various wind projects in North America.
- John Hancock Life Insurance. Represented John Hancock Life Insurance Co., U.S.A., a division of Manulife Financial Corporation and one of the largest life insurers in the United States, on its $415 million acquisition of a minority interest in a commercial renewable energy portfolio owned by Duke Energy, one of the largest energy holding companies in the United States. This acquisition will allow John Hancock to acquire a minority interest in entities holding approximately 1.2 GW of wind, solar and battery storage assets.
- John Hancock Life Insurance. Represented John Hancock Life Insurance Company (U.S.A.) in the $400 million acquisition of a 49 percent interest in ExGen Renewables Partners, LLC, which owns a portfolio of wind and solar generating facilities, from an affiliate of Exelon Corporation.
- Juwi Minnesota Wind. Represented DZ Bank as agent and the lenders on the construction and term debt financing of a 30.75 MW wind project in Minnesota being developed by Juwi Wind.
- Limon Wind. Represented a major financial institution as investor in a structured equity investment to finance the 200 MW Limon Wind farm in Colorado.
- Macho Springs Wind. Represented an institutional investor and its affiliates on construction, term loan and structured equity financing for the Macho Springs wind farm, an approximately 50.4 MW wind farm developed by Element Power in New Mexico.
- Magic Valley. Represented a major financial institution as investor on a structured equity financing of the 203 MW Magic Valley wind farm in Texas.
- Mehoopany Wind Farm. Represented a British multinational oil and gas company in North America’s alternative energy arm in a due diligence review for the Mehoopany Wind Farm in Mehoopany, Pennsylvania.
- Mendota Hills Wind Project. Represented Leeward Renewable Energy, LLC on the tax equity financing of its repowered 77 MW Mendota Hills wind project in Lee County, Illinois, the first utility-scale wind project site in Illinois.
- New York Wind. Provided tax and structuring advice to a multinational conglomerate in connection with its equity investment in Noble Environmental Power’s 2008 New York wind portfolio, which employed a partnership flip structure with permanent debt.
- Noble Energy’s Wind Portfolio. Provided tax and structuring advice to GE Energy Financial Services in connection with its equity investment in Noble Environmental Power’s 2008 New York wind portfolio, which employed a partnership flip structure with permanent debt obtained cash grants on three wind farms aggregating $221 million.
- Nordic Windpower. Represented a major financial institution and environmental funds Impax and I2BF in connection with multiple equity and debt investments in Nordic Windpower, a wind turbine manufacturer with US and European operations. Representation included advising in connection with the company’s acquisition of Swedish turbine maker Deltawind AB and US reincorporation and pre-IPO restructuring of Nordic Windpower. Co-investors included Khosla Ventures III LP.
- Oklahoma Wind Farm. Represented Acciona Energy North America in the negotiation and drafting of engineering and construction agreements for the construction of a new wind farm in Oklahoma.
- Otter Creek Wind Farm. Represented Iberdrola Renewables on a $600 million wind power project by providing assistance in obtaining an Enterprise Zone designation for the Otter Creek Wind Farm Project, a 300 MW, 150-turbine facility, and in successfully defending against a court challenge to the project’s required special use permit. This project is one of United States Vice President Joseph Biden’s “100 Recovery Act Projects That Are Changing America.”
- Palo Duro. Represented two leading global banks and their respective affiliates on an approximately $330 million structured equity investment to finance the 250 MW Palo Duro I wind farm located in Texas and Oklahoma and developed by NextEra Energy Resources.
- Pattern Gulf Wind. Represented an institutional investor and its affiliates on structured equity financing of the Pattern Gulf Wind project. Pattern Gulf Wind is an approximately 283 MW wind farm located in Texas and owned by the renewable project developer Pattern Energy and its affiliates.
- Persimmon Creek Wind. Represented a multinational conglomerate as a tax equity investor on the closing of its commitment to invest approximately $192 million plus additional “pay as you go” contributions to finance the 200 megawatt Persimmon Creek wind project developed by Gestamp Wind North America and Quinbrook Infrastructure Partners to be constructed in Ellis, Woodward and Dewey counties, Oklahoma.
- Pioneer Trail Wind Farm. Represented a leading global bank and its affiliates on an approximately $150 million structured equity investment to finance the 150 MW Pioneer Trail wind farm located in Illinois and developed by the North American subsidiary of E.ON AG.
- Post Rock Wind Farm. Represented the equity investors on the closing and funding of an approximately $248 million structured equity investment to finance the 201 MW Post Rock wind farm located in Kansas and developed by Wind Capital Group.
- Project Alexis. Represented a British multinational oil and gas company in North America in the development of Project Alexis wind farm in Mercer, Warren and Knox counties, Illinois.
- Ranchero Wind Power Facility. Represented a multinational conglomerate and Berkshire Hathaway as tax equity investors on the closing of the commitment to invest approximately $270 million to finance development and construction of the approximately 300 megawatt Ranchero wind power generation facility by affiliates of developer Scout Clean Energy and sponsor Quinbrook Infrastructure Partners to be located in Crockett County, Texas.
- Seiling I and Seiling II. Represented two major financial institutions and their respective affiliates on an approximately $364 million structured equity investment to finance the 199 MW Seiling I and 100 MW Seiling II wind farms located in Oklahoma and developed by NextEra Energy Resources.
- Settlers Trail Wind Farm. Represented a major financial institution and its affiliates on a structured equity investment to finance the 150 MW Settlers Trail wind farm located in Illinois and developed by the North American subsidiary of E.ON AG.
- Shetek Wind Energy. Represented a British multinational oil and gas company in North America’s alternative energy arm on the acquisition of Shetek Wind Energy Project and other various US wind farms.
- South Plains I. Represented developer First Wind and its affiliates on the construction loan, tax equity commitment, back-leverage commitment, tax equity bridge financing, and power hedge arrangements for the 200 MW South Plains Project, in Texas
- South Plains II. Represented SunEdison, now FirstWind Holdings Inc., on the financing of the 300 MW South Plains II wind project in Texas, including a $467 million construction loan, a $261 million structured equity investment commitment and a long-term hedge offtake arrangement.
- Steele Flats. Represented a leading global bank and its affiliates on an approximately $87 million structured equity investment to finance the 75 MW Steele Flats wind farm located in Nebraska and developed by NextEra Energy Resources.
- SunEdison Wind Power Asset Sale. Represented SunEdison, now FirstWind Holdings Inc., in the sale of 333 MW of wind power assets to Terra Nova Renewable Partners for $209 million. Terra Nova was a strategic partnership formed between SunEdison and institutional investors advised by a major financial institution’s investment branch.
- Vento III. Represented a multinational conglomerate in an approximately $111 million structured equity investment in Vento III, a portfolio of three operating wind farms located in Iowa, Kansas and Oregon, totaling 604 MW.
- Vestas Wind Projects. Represented Vestas (formerly NEG Micon), as wind turbine generator supplier and EPC contractor in various wind power projects in North America and Latin America, including California, Colorado, Illinois, Minnesota, Texas, Iowa, North Dakota and South Dakota.
- Wildcat. Represented an alternative energy subsidiary of a large commercial bank as investor on its structured equity financing for a 203 MW Wildcat wind farm in Indiana.
- Wind Coalition. Represented the Wind Coalition, a non-profit association that promotes the development of wind energy, in a case filed in the Kansas Supreme Court arguing that a county ban violates the Commerce Clause and Takings Clause of the US Constitution.
- Wind Interests Sale. Representing a major North American energy company in the sale of its US Northeast power business, which includes advising on the disposition of the client’s interests of Ravenswood Generating Station, Ironwood power plant, Ocean State power plant and Kibby Wind power project generation facilities to Helix Generation, LLC, an affiliate of LS Power Equity Advisors, for $2.2 billion.
- Wind Project Investments. Represented a major financial institution on an approximately $90 million loan secured by portfolios of four tax equity investments in 10 wind projects throughout the United States.
Representative Solar Experience
- Allianz Global Investors/8point3 Energy Partners. We represented Allianz Global Investors in a $760 million debt financing transaction, in the form of a bond, to finance a portion of a portfolio of solar projects held by 8point3 Energy Partners, a San Jose-based yieldco, which was acquired by Capital Dynamics.
- Arlington Valley Solar Energy II. Represented LS Power Development on the formation of a $555 million joint venture with GE Energy Financial Services to develop Arlington Valley Solar Energy II, a 127 megawatt solar-powered generating facility in Maricopa County, Arizona. Mayer Brown provided tax advice on the formation of and documentation for the LLC, which is taxed as a partnership, as well as advice on certain underlying documents, such as a development services agreement.
- Astoria I. Represented the financial arm of an American multinational conglomerate on an approximately $144 million structured equity investment commitment in a 100 MW utility-scale solar project to be constructed in California and sponsored by Recurrent Energy, an affiliate of Canadian Solar.
- Astoria II. Represented the financial arm of an American multinational conglomerate on an approximately $110 million structured equity investment commitment in a 75 MW utility-scale solar project to be constructed in California and sponsored by Recurrent Energy, an affiliate of Canadian Solar.
- Azalea. Represented Dominion Resources on the availability of investment tax credits in connection with its acquisition of the Azalea Solar Power Facility, an approximately 7.7 MW solar project near Augusta, Georgia.
- Calico Solar. Represented affiliates of Tessera Solar in the disposition of the 663.5 MW Calico Solar Project in San Bernardino County, California, which will be located on federal lands and has been approved by the California Energy Commission. The purchaser intends to consider reconfiguring the project to utilize photovoltaic technologies, rather than the “SunCatcher” solar dish Stirling system developed by Stirling Energy Systems, Inc.
- Calico Solar/K Road Sun. Represented Tessera Solar North America Project Limited in its sale of Calico Sub LLC, the developer of the Calico Solar Project for solar power, to K Road Sun LLC.
- Concentrating Solar Power (CSP) Company. Represented a leading North American solar company in its acquisition of the remaining stake of a concentrating solar power (CSP) company not already owned by the client. After this deal, the target will become a wholly-owned subsidiary of the client.
- Cypress Creek Renewables LLC. Represented an international bank in a backleverage financing of a portfolio of community solar projects, Cypress Creek Minnesota Community Solar, in Minnesota to one or more subsidiaries of Cypress Creek Renewables LLC.
- C2 Energy Capital. Represented C2 Energy Capital, LLC in the assembly of a portfolio of over $94 million in US commercial and utility scale solar projects.
- C2 Energy Capital. Represented C2 Energy Capital, LLC in its acquisition of 12 domestic solar projects with an aggregate value of over $60 million.
- Distributed Generation Solar Projects. Represented Global Atlantic, as sponsor, on the acquisition of a portfolio of distributed generation solar projects located on school district properties in Southern California.
- EDF Energies Nouvelles. Represented EDF Energies Nouvelles, the France-based renewable energy company, in its joint venture with First Solar, Inc., the US-based manufacturer of solar panels, to build France's largest solar panel manufacturing plant. The plant will be incorporated and operated by First Solar and partially financed by EDF-EN, which will have a 10-year exclusivity on the plant's output.
- Fengate Real Asset Investments. Represented Fengate Real Asset Investments on the acquisition of a portfolio of operating solar projects and co-development arrangements for further project acquisition, development and finance.
- Firehorn Solar I, LLC. Represented ING Capital LLC as Administrative Agent and Lender in connection with approximately $50 million loan to SC4 Investor Ltd, the tax equity investor in Firehorn Solar I, LLC. Proceeds of the loan were used to fund capital contributions to Firehorn Solar which in turn purchased residential solar pv systems from SolarCity Corporation.
- Global Atlantic/Origis Energy NV. Represented Global Atlantic in its minority stake acquisition of Origis Energy NV and as lender under a revolving loan facility, with Origis Holdings USA Inc. as the borrower, to be used for the development of utility-scale solar photovoltaic electric generating facilities.
- Global Financial Institution. Represented a global financial institution in the back-leverage financing of a portfolio of community solar projects in Minnesota to one or more subsidiaries of a Renewable Energy company.
- Global Financial Institution. Represented a global financial institution as lender and underwriter, and as mandated lead arranger, sole bookrunner and structuring bank in a credit agreement, which included both term loans and a letter of credit, for the financing of certain placed-in-service photovoltaic solar installations, including commercial and community-scale solar projects located in the United States. Since closing, the loans were upsized to their current amount and additional lenders East West Bank and ZB, N.A. joined.
- Global Financial Institution. Represented a global financial institution in a financing of a portfolio of land lease payments to be made in respect of over 50 renewable energy projects.
- Global Financial Institution. Represented a global financial institution on an approximately $160 million loan secured by seven underlying loans, each made to finance the sponsor’s interest in a tax-equity financed pool of residential solar projects.
- Green Light Energy Storage. Represented Green Light Energy Corporation with respect to the tax aspects of a 33-MVA battery energy storage system in Coachella, California.
- Greenwood Energy. Represented Santander Bank in its loan to Greenwood Energy as part of a $52.8 million debt and tax equity financing enabling Greenwood to construct a six-project, 26-megawatt solar portfolio across Florida, Vermont and New York. Santander's construction loan will convert to a back leverage term loan after the final project in the portfolio reaches commercial operation.
- Hanergy/Global Solar Energy. Represented Hanergy Holding Group, Ltd., one of China’s largest private renewable energy companies, on its acquisition of US-based solar cell manufacturer MiaSolé, Inc. and on its acquisition of Global Solar Energy, Inc.
- Hudson Clean Energy Partners. Represented Hudson Clean Energy Partners, lead shareholder, in the $305 million sale of portfolio company Recurrent Energy, a leading solar project developer and generating company with a 2 GW pipeline, to Sharp Corporation.
- IAS Opco 1 LLC. Represented ING Capital LLC as arranger, lender, letter of credit issuing bank and administrative agent in connection with a back-leverage term loan facility and a letter of credit facility to IAS Opco 1 LLC to finance a portfolio of residential solar projects.
- Imperial Valley Solar Project. Represented Tessera in the disposition of the 709 MW Imperial Valley Solar Project that is located on federal land in the desert in Imperial County, California. This large scale, concentrating project has been approved by the California Energy Commission.*
- Imperial Valley Solar 1 Holdings, LLC. Advised a US multinational technology company on its commitment to make an approximately $121 million tax equity investment in Imperial Valley Solar
- 1 Holdings, LLC, a solar generation facility that is being developed in Imperial County, California by Silver Ridge Power (formerly AES Solar). This is our first transaction representing this client, an increasingly active player in the renewable energy space. The facility represents the first phase of the Mount Signal Solar Project, which will have a total capacity of 600 megawatt-dc (800 megawatt-ac) and is said to be the largest solar project in the world.
- Industrial Solar Projects. Represented a diversified capital markets company, as lender and underwriter in the back-leverage financing of approximately $100 million to support a portfolio of community and industrial solar projects across the United States.
- Joint Venture with First Solar, Inc. Represented a major machinery manufacturer in a strategic alliance agreement with NASDAQ-listed First Solar, Inc. to provide integrated diesel generator and solar microgrids in areas lacking reliable grid electricity.
- Louisiana Solar. Represented Capital One in a tax equity investment in a residential solar portfolio installed by PosiGen and located in Louisiana.
- LS Power. Represented True Green Capital in the $20 million tax equity financing provided by LS Power with respect to a portfolio of solar projects totaling 19.6MW housed on military bases.
- Luning Energy Holdings LLC. Represented Invenergy LLC in the senior secured construction loan facility and senior secured letter of credit facility for the development and construction of a 50 megawatt AC solar farm in Mineral County, Nevada. The borrower was Luning Energy Holdings LLC (a subsidiary of Invenergy LLC) and the project company was Luning Energy LLC (the direct subsidiary of Luning Energy Holdings LLC).
- Moapa Solar Project. Represented GE Energy Financial Services and Goldman Sachs as tax equity investors to finance the Moapa Solar project, a 250 MW AC photovoltaic solar project developed by First Solar, in Nevada.
- Mount Signal Solar Project. Represented a US multinational technology company on an approximately $121 million tax equity investment in Imperial Valley Solar 1 Holdings, LLC, which owns a 206MW solar generation facility in Imperial County, California that was developed by Silver Ridge Power (formerly AES Solar). The facility represented the first phase of the Mount Signal Solar Project, which was expected to have a total capacity of 600MW, which at the time would have been the largest solar project in the world.
- Nassau Solar US Holdings LLC Credit Facility. Represented Global Atlantic Financial Company, as lender, in the $115 million credit facility for Nassau Solar US Holdings LLC.
- Nevada Solar One. Represented the developer in a $270 million leveraged sale-leaseback to provide permanent financing for Acciona Energy's Nevada Solar One, the largest US solar thermal electric generating facility built in over 15 years. This deal was named Power Finance & Risk's Renewable Project of the Year 2007.*
- New Jersey Solar. Represented a sponsor in the tax equity financing of a portfolio of distributed solar projects in New Jersey.
- Nitro. Representing John Hancock Financial Services Inc., IFM Investors and Global Atlantic Financial Company in the back-leverage financing of solar tax equity structures.
- NRG Renew/GE Energy. Represented GE Energy Financial Services on an approximately $110 million structured equity investment commitment in a portfolio of rooftop and carport PV solar projects totaling approximately 75 MW; the utility-scale solar project is to be constructed in California and is sponsored by NRG Renew, an affiliate of NRG Energy.
- NRG Solar. Represented a global financial institution as lender with respect to the back-leverage financing of rooftop solar projects built by an independent power producer, NRG Solar.
- Origis Solar Acquisition. Represented Global Atlantic in the acquisition of a portfolio of solar projects totaling 470 MW in Alabama, Georgia, Maryland and Florida from Origis.*
- Petra Solar. Represented Craton Equity Partners, a clean technology fund, in its $15 million investment in Petra Solar, a clean energy technology company that provides solar and smart grid solutions for utilities.
- Photovoltaic Project. Represented a developer of proprietary thin film photovoltaic project developer in development of manufacturing facilities and project-level transactions planned for various countries.
- PosiGen Solar Tax Equity Fund. Represented a major financial institution, as equity investor, on a structured equity investment to finance the development by PosiGen Solar for a portfolio of residential solar projects.
- Recurrent Energy. Represented Hudson Clean Energy Partners on its $75 million investment in Recurrent Energy. Recurrent is a leading solar power developer and will be using the investment to fund the expansion of Recurrent Energy's business providing solar as a service to commercial and industrial properties, as well as utility and government markets in North America, and emerging markets worldwide.
- Reedy Creek Solar Project. We represented Wells Fargo Central Pacific in a commitment to make a tax equity investment in the 50 MW Reedy Creek Solar project being developed by Origis Energy in Orange County, Florida.
- Republic Services. Provided regulatory work in our representation of Republic Services as lender in the financing of a utility-scale solar project (Rincon) in Georgia.
- Republic Services. Represented Republic Services in a $105 million structured equity investment commitment in a portfolio of solar projects in California and New York sponsored by The AES Corporation.
- Residential Solar Debt Aggregation Facility. Represented a leading Global Financial Institution on debt aggregation financing to monetize the cash equity position held by SolarCity in a pool of tax equity funds.
- Residential Solar Revolving Credit Facility. Represented two leading global banks on a revolving credit facility for a solar developer secured principally by tax equity and debt aggregation commitments.
- Residential Solar Securitization. Represented two leading global banks on a securitization that monetized the cash equity position held by a solar developer in a pool of tax equity funds, which will be the first of its kind in the solar industry.
- SolarCity. Represented three global financial institutions in a $500 million aggregation facility with an affiliate of SolarCity Corporation—the largest such facility to date for distributed generation solar projects. The facility finances SolarCity’s interest in a revolving pool of tax equity funds that own distributed solar projects on residential, commercial and military property.
- SolarCity. Represented two financial institutions as co-structuring agents and joint bookrunners in a $123.5 million offering of solar asset-backed notes sponsored by SolarCity Corporation.
- SolarCity. Represented a leading global bank and its co-lenders in the back-leverage financing of a revolving pool of interests in tax-equity funds owned by SolarCity.
- Solar Electric Generating System IX (SEGS). Represented Heller Financial, Inc. and Household Commercial Financial Services, Inc. (as equity participants) in leveraged lease and project financing of Solar Electric Generating System IX in San Bernardino County, California. (Luz SEGS IX.)
- Solar Lender. Represented a lender providing Section 1603 cash grant bridge loans to a series of solar projects with respect to tax and cash grant issues.
- Stardale Solar PV Project. Represented a US export credit agency on the financing of the $129 million Stardale Solar PV Project, a 27 MW solar power development located outside of St. Eugene, Ontario, Canada, that is sponsored by Solaris Energy Partners Inc., a subsidiary of Innergex Renewable Energy Inc.
- Sunnova RAYS I Issuer, LLC. Represented three investors, as purchasers, in the issuance by Sunnova RAYS I Issuer, LLC of Class A Residential Asset Yield Notes with a total commitment of $403 million and first issuance of $133.1 million.
- SunRun Inc. Represented a leading Global Financial Institution in connection with the financing of distributed generation solar assets owned by SunRun Inc.
- Tortoise Capital Advisors, LLC. Represented Tortoise Capital Advisors, LLC on the acquisition by its close-end fund, Tortoise Energy Infrastructure Fund, of a 33MW portfolio of commercial and industrial solar projects collection from Kenyon Energy and its affiliate Sun Financial.
- True Green Capital. Represented True Green Capital on the $20 million tax equity financing provided by LS Power with respect to a portfolio of solar projects totaling 19.6MW housed on military bases.
- Wuxi Suntech. Representing Wuxi Suntech, the largest maker of solar panels in the world, in the US antidumping and countervailing investigations of Chinese solar panels.
- Zephyr Renewables LLC Sale. Represented Zephyr Renewables LLC, the renewables subsidiary of NRG Energy, Inc. in connection with its sale to Global Infrastructure Partners, L.P. for $1.38 billion. The team advised Zephyr on transitioning from NRG's compensation and benefits structure to one more suited to private equity ownership, including the development of a senior management equity plan as well as broad-based benefit programs.
Representative Hydro Experience
- Box Canyon Hydroelectric. Represented Bowater Incorporated on Federal Energy Regulatory Commission, Interior Department and US Forest Service relicensing conditions for the Box Canyon Hydroelectric Project, of which the client is the principal electric power customer.
- EDF Hydropower Assets. Represented Électricité de France (EDF) in various US financings involving hydro power assets.
- GE Power & Water Lease. Represented GE Energy Financial Services on a sale-leaseback of a portfolio of commercial and industrial projects developed by GE Power & Water and installed at sites owned by other GE businesses.
- New England Hydroelectric Assets. Represented TransCanada in connection with its purchase of USGen New England’s hydroelectric assets. Given USGen’s voluntary bankruptcy filing, the transaction was effected pursuant to the Bankruptcy Code subject to the approval of the Bankruptcy Court.
- New York Hydropower. Represented Canada-based Fort Chicago Energy Partners, as tax counsel, in its $80 million acquisition of Northbrook New York, LLC, which owns a 33 MW hydro power generation facility in New York State.
- TransCanada Hydro Interests. Representing TransCanada Corporation in the sale of its US Northeast power business, which includes advising on the disposition of TransCanada’s interests in TC Hydro to Great River Hydro, LLC, an affiliate of ArcLight Capital Partners, LLC.
Representative Biomass Experience
- Adkins Ethanol. Represented NICOR Energy in connection with the design, engineering and construction of the energy center for the Adkins Energy ethanol plant in Lena, Illinois.
- Alliant Biomass Plant. Represented Alliant Energy in connection with its investment in and financing of a biomass plant in Cedar Rapids, Iowa.
- Eagle Valley Clean Energy. Represented a Global Financial Institution in connection with a loan to Eagle Valley Clean Energy to finance the construction of an 11.5 MW biomass-fired power plant and associated fuel supply infrastructure located in Eagle County, Colorado.
- Emerald Ethanol. Represented Cargill in connection with the development and financing of four 100 Mmgy ethanol plants for Emerald Ethanol with a total value of approximately $650 million.
- Ensyn Group. Represented Ensyn Group, Inc. in connection with its $85 million merger with Ivanhoe Energy Inc., in which Ensyn’s shareholders retained the Ensyn Renewables biomass processing business and Ivanhoe acquired the “RTP” heavy oil upgrading business of Ensyn Group.
- Ethanol Energy Efficiency. Represented client in pro-posed energy efficiency investment involving Greater Phio Ethanol, LLC, and Allen Economic Development Group.
- National Biodiesel Board. Represented the National Biodiesel Board in potential trade litigation by the European Biodiesel Board, which has threatened widespread antidumping and countervailing duty complaints against US exports.
- National Biodiesel Board. Represented the National Biodiesel Board and several US biodiesel producers in antidumping and antisubsidy investigations initiated by the European Union, which had alleged that the United States government illegally subsidized US-origin biodiesel exported to the European Union and that US producers sold their biodiesel in the EU market at unfair prices.
- National Biodiesel Board. Represented National Biodiesel Board with respect to changes of the admissions for export of US and South American Biodiesel to Germany.
Representative Geothermal Experience
- Bodycote. Represented Bodycote, the world’s largest thermal processing services provider, in the $68 million acquisition of the heat treatment business of Carolina Commercial Heat Treating LLC from Bluewater Thermal Solutions LLC. The acquisition is comprised of six facilities in the South Eastern USA, together with an additional facility in Southern Indiana.
- Brady Springs. Represented lender in the development, construction and permanent financing for the 19.9 MW Brady Springs geothermal project in Churchill County, Nevada.
- Caithness Coso. Represented DCR in rating of a $413 million financing for Caithness’s acquisition of certain interests in the Coso geothermal power projects and refinancing of certain project debt.
- Calpine/Thermal Power. Represented The Bank of Nova Scotia, as agent, in acquisition financing for a 25% interest in Thermal Power Company, which owned a working interest in The Geysers geothermal steamfield in Northern California.
- EPC Project. Representing Thermal Energy Partners LLC in the negotiation of the engineering, procurement and construction of a geothermal power project under development in Nevis.
- Geothermal Steamfield Plant. Represented CIBC in the proposed $40 million leveraged lease/sale-leaseback transaction of geothermal steamfield power plant facilities.
- Soda Lake Geothermal. Represented Magma Energy (US) Corp. in obtaining a $2.1 million payment from the US Department of the Treasury under the Section 1603 grant program for improvements to Magma Energy’s Soda Lake Geothermal Project in Nevada.
Representative Waste-To-Energy Experience
- American Ref-Fuel. Represented a joint venture of Duke Energy and United American Energy in the acquisition of a 50% interest in American Ref-Fuel, the owner of five waste to energy facilities in the Northeastern United States from Air Products and Chemicals.
- American Ref-Fuel. Represented a joint venture of Duke Energy and United American Energy in the acquisition of a 50% interest in American Ref-Fuel, the owner of five waste to energy facilities in the Northeastern United States from Allied Waste.
- Chewton Tire Burner. Represented Chewton Glen Energy, Inc., as developer and sponsor, in the development and tax-exempt financing of a 20 MW waste tire-fired facility and a 30 MW waste tire-fired facility, both in Illinois.
- Clinton Landfill Gas-Electric. Represented the client on the development and financing of a landfill gas-electric plant in Clinton, Illinois.
- Heller Landfill Gas-to-Energy Financing. Represented Heller Financial, as lender, in connection with the financing of the acquisition of Browning-Ferris Gas Services, Inc., by Gas Recovery Systems, Inc. from Allied Waste Industries, Inc. and the associated acquisition of a portfolio of landfill gas-to-energy facilities.
- NRG Michigan Wood-Fired Power. Represented NRG Energy in connection with the acquisition of, and amended lease financing arrangements for, a waste wood-fired power project in Michigan and subsequent representation of the project company in arbitration regarding disputed closing prorations and lease payment.
- Vedco Waste-Fueled Cogeneration Facility. Represented Vedco, as developer and sponsor, in a municipal waste-fueled cogeneration facility in Kinston, North Carolina.
Representative Nuclear Experience
- Bechtel, Consumers Power and Baltimore Gas & Electric. Represented a joint venture comprised of Bechtel, Consumers Power and Baltimore Gas & Electric in connection with the proposed repowering of Consumers Power’s Palisades Nuclear Plant in Van Buren, Covert Township, Michigan by replacing the reactor vessel due to embrittlement and making other necessary modifications so as to obtain a related Nuclear Regulatory Commission license extension for the Plant and a related proposed financing.
- Constellation Energy. Represented Constellation Energy in its application to develop a nuclear power plant financed by the US Department of Energy. Constellation Energy has entered into a joint venture with Electricité de France (EDF) to develop and operate nuclear power plants based on Areva advanced nuclear power plant design.
- Exelon Generation. Represented Exelon Generation on matters related to alleged releases of tritium from certain of Exelon’s Illinois nuclear power plants.
- Nuclear Plant Supplier. Represented the supplier of four complete nuclear plants in Illinois against the owner’s aim(for about $250 million) that it was contractually responsible for various cost overruns and necessary modifications to the units.
Representative Coal Experience
- Alden Resources. Represented NGP Capital Resources Company in its $73.2 million sale of Alden Resources LLC, a miner and processor of specialty coal, and Gatliff Services LLC, the owner of the plant that processes Alden’s coal, to Globe Specialty Metals, Inc., a leading producer of silicon metal and silicon-based specialty alloys.
- Coal Gasification Facilities. Represented client in formulation and implementation of strategy to encourage development of coal gasification facilities in Wisconsin, Illinois, Indiana, Michigan and Ohio.
- Duke Energy Corporation. Represented Duke in the $2.8 billion sale of its Midwest merchant generation business to a subsidiary of Dynegy Inc., which includes ownership interests in 11 power plants with a total capacity of approximately 6,100 MW, as well as Duke’s competitive retail electric and gas business (awarded “2015 Strategic Deal of the Year” by Platts Global Energy Awards).*
- Emission Free Coal Plant. Represented FutureGen in the development of a $1.5 billion emission free coal-fired power plant (subsequently aborted).
- National Coal Corporation. Advised National Coal Corporation on the issue of 55,000 units consisting of $55 million of 10.5% senior secured Notes due 2010 and 55,000 common stock purchase warrants.
- Northern Star Generation. Represented UBS on the acquisition of a 50 percent interest in Northern Star Generation LLC from AIG Highstar Capital II L.P. Northern Star owns a portfolio of interests in 13 coal, waste coal and natural gas power plants in six US states.
- Supercritical Pulverized Coal-Fired Power Plants. Represented Bechtel in the structuring, negotiation and documentation of various EPC transactions for power plants, including an EPC Agreement with Wisconsin Energy for two separate supercritical pulverized coal-fired power plants in Oak Creek, Wisconsin with a combined nominal output of 1230MW.
- Synthetic Natural Gas (SNG)/Coal-to-Liquids (CTL) Project. Represented Peabody Energy in connection with a joint venture (eventually named Cardinal Energy Center) for a synthetic natural gas (SNG)/coal-to-liquids (CTL) project in Illinois. Peabody Energy is the world’s largest private-sector coal company.
Trinity Coal Corporation. Represented The Bank of Nova Scotia with respect to a bridge loan to Trinity Coal Corporation.
Representative Utility and Regulated Assets Transactions
- Atlantic Electric. Represented DelMarVa, an electric utility serving customers in Delaware, Maryland and Northern Virginia in its acquisition of Atlantic Electric, an electric utility serving customers in New Jersey.
- Atlantic Power Holdings. Represented Bank of Montreal in a $100 million secured term loan for Atlantic Power Holdings, LLC for the acquisition of electric utility assets.
- Argo Infrastructure Partners. Represented Argo Infrastructure Partners in the acquisition of interests in Hudson Transmission Partners, LLC, the owner of a 660 MW HVDC subsea electric transmission system connecting PJM to NYISO from Ares EIF and Starwood Energy Group Global, LLC.*
- Argo Infrastructure Partners. Represented Argo Infrastructure Partners in the acquisition of a 25.18 percent interest in DQE Holdings, LLC, the parent of Duquesne Light Company, the electric transmission and distribution utility serving the greater Pittsburgh, Pennsylvania area.*
- Brookfield Infrastructure. Represented Brookfield Infrastructure in the acquisition of Cross Sound Cable from its lender and its recapitalization.*
- Brookfield Infrastructure. Represented Brookfield Infrastructure in the sale of Cross Sound Cable Company, the owner of a high voltage direct current electric transmission system connecting the New England and New York power grids, to AIA Energy North America LLC, an affiliate of Argo Infrastructure Partners.*
- Caisse de dépôt et placement du Québec. Represented CDPQ in its investment of up to approximately $593 million in AES US Investments, Inc. and IPALCO Enterprises, Inc., subsidiaries of The AES Corporation and parent companies of Indianapolis Power & Light Company, for an aggregate direct and indirect interest in IPALCO of up to 30%.*
- Duke Energy Corporation. Represented Duke in connection with its $240 million acquisition of Catamount Energy Corporation from a group of funds affiliated with Diamond Castle Holdings LLC.*
- Great Plains Energy. Represented Great Plains Energy in its proposed cash-stock acquisition of, and its revised stock-for-stock merger of equals transaction with, Westar Energy, Inc., creating a company renamed Evergy, Inc. with a combined equity value of $15 billion.*
- Hydro One Limited. Represented Hydro One Limited in its proposed $5.3 billion acquisition of Avista Corporation (terminated).*
- Enwave Energy Corporation. Represented Enwave in its acquisition of a portfolio of district energy systems and operation and maintenance contracts in Los Angeles, Portland and Las Vegas.*
- PanEnergy/Duke Power. Represented PanEnergy in its merger with Duke Power to create Duke Energy. Duke Power was an electric utility serving customers in North and South Carolina. PanEnergy operated a number of large interstate pipelines carrying gas from Texas to the midwest and east coasts. This transaction was notable because it was the first of a number of “convergence” mergers between pipeline and electric power companies.*
- DQE Holdings Acquisition. Represented PGGM, a Dutch pension fund manager, and members of the John Hancock Life Insurance Company family in their acquisition of a minority interest in DQE Holdings LLC, the parent of Duquesne Light Company, the electric transmission and distribution utility serving the greater Pittsburgh, Pennsylvania area.
- Hunt Power. Represented the lead founding investor, Hunt Power, L.P., in a multi-billion private equity club investment with global investors to create a real estate investment trust platform to invest in US real estate supporting energy distribution and transmission facilities.
- Michigan Electric Transmission. Represented a US-based Macquarie fund and a Canadian Macquarie fund in the acquisition of the limited partnership interests of Michigan Electric Transmission, the owner of part of the electric transmission grid in Michigan, in a consortium which included three other private equity investors.*
- National Grid Acquisition. Represented National Grid, the operator of the UK electric transmission system, in its acquisition of New England Electric, an electric utility in New England. This was one of the first successful cross border transactions where a non-US company acquired a regulated utility in the United States.*
- National Grid. Represented National Grid in its acquisition of Niagara Mohawk, and electric and gas utility serving customers in upstate New York.*
- New Century Energy Merger. Represented Public Service Company of Colorado in its merger with Southwestern Public Service to create New Century Energy. Public Service Company of Colorado was a gas and electric utility serving parts of Colorado and Wyoming and Southwestern Public Service was an electric utility serving parts of Texas and New Mexico.*
- New Century Energy. Represented New Century Energy in its merger with Northern States Power to create Xcel Energy. Northern States Power was an electric and gas utility serving parts of Minnesota, North Dakota and Wisconsin.*
- PGGM. Represented PGGM in the acquisition of a 10 percent interest in the holding company for Puget Energy, the largest electric and gas distribution utility in the State of Washington.
- PPL Corp. Represented PPL Corp., Pennsylvania electric utility in the $7.6 billion acquisition of two electric utilities in Kentucky, as to regulatory matters.
- Puget Energy. Advised Macquarie Infrastructure Partners as to consortium agreements for its $7.4 billion acquisition of Puget Energy.
- South Carolina Electric & Gas Co. Represented SCANA Corporation, which owns the South Carolina Electric & Gas Co., in an agreement with Dominion Energy, Inc., one of the largest energy utility companies in the United States, in a stock-for-stock merger valued at $14.6 billion including debt.
- Transmission Capacity Credit Agreement. Represented Sharyland Distribution & Transmission Services, L.L.C., as the borrower, in entering into a credit agreement with the Royal Bank of Canada, as administrative agent and lender, for a $10 million term facility and a $10 million revolving facility. The credit agreement was entered into as part of a larger financing and restructuring, which raised a total of $155 million for the Sharyland family of companies and financed an acquisition and merger, which provided additional transmission capacity.
- City of Chicago Franchise Agreement. Represented the City of Chicago in lengthy and complex AAA arbitration against Commonwealth Edison Company concerning the obligation of Edison to build more than $700 million in transmission and distribution system enhancements for the benefit of its Chicago customers under the terms of a franchise agreement.
- Commonwealth Edison “Turnkey” Nuclear Plants; Dresden and Quad Cities, Illinois. Represented the supplier of four complete nuclear plants against the owner’s claim that it was contractually responsible for various cost overruns and necessary modifications to the units. The claim, for about $250 million, was settled short of litigation, after an extensive voluntary ADR process between the two parties.
- Concentrated Solar Power Company Dispute (Solargenix v. Acciona). Currently representing Spanish and US Affiliates of Acciona in dispute brought by former shareholders over the management and operations of a concentrated solar power (CSP) company. A six-week bench trial in the Circuit Court of Cook County, Illinois was concluded in October 2016. The court has the matter under advisement. Much of the issues relate to the relative market future of CSP technology compared with photovoltaic (PV) technology, other renewable technologies, and traditional power technologies and fuels.
- Cooper Nuclear Station, Brownville, Nebraska. Defended the nuclear reactor vendor in a lawsuit (U.S. D.Ct., D. Neb.) in which the owner charged breach of contract and tortious conduct in connection with GE’s project manage-ment services, reactor internal components, and provision of design data. This claim for more than $200 million included charges that the client’s project management led to serious construction delays and cost overruns. Settled.
- Corinth and Olean Cogeneration Plant. Represented designer and constructor in the defense of certain claims brought by the owner of these facilities related to delay and power production.
- Ford Heights Cogeneration Project. Represented owner/ developer in negotiation of design and construction con-tracts for a tire burning cogeneration plant.
- Harrisburg, Pennsylvania Waste-to-Energy Facility. Negotiated design/build contract with city for a waste-to energy facility.
- Lakewood Cogeneration Project. Represented the engineer and constructor of a cogeneration facility against claims that the plant did not perform to specified capacity.
- Navajo Generating Station, Page, Arizona. Represented utility owners in breach of contract claim against coal company. Many of coal company’s defenses related to alleged construction problems with plant.
- North Branch Power Project. Defended designer and installer of ash conveyer system for waste coal-fired power production facility in West Virginia. Defended against claims of design and construction defects.
- Perry Nuclear Power Plant, North Perry, Ohio. Defended the nuclear reactor vendor in a lawsuit (U.S. D.Ct., N.D. Ohio) brought by the owners, who charged fraud and breach of contract in connection with GE’s provision of design data. The claim, for over $1 billion, included charges that the client’s conduct caused major delays in plant completion, and higher direct and indirect construction costs. Settled during discovery.
- S.D. Warren Pulp and Paper Mill in Muskegon, Michigan. Represented engineer in defending against malpractice claim for alleged design error related to an operating accident that caused damage to a turbine-genera-tor. Turbine-generator manufacture was also sued.
- Shoreham Nuclear Power Plant Power Plant, Shoreham, New York. Defended the nuclear reactor vendor in a lawsuit (U.S. D.Ct., E.D. N.Y.) brought by the owner, who charged fraud and breach of contract in connection with GE’s provision of design data. The claim, for more than $400 million, included charges that the client’s conduct caused construction delays and numerous construction cost overruns. Settled during jury selection.
- University of North Carolina at Chapel Hill Cogeneration Facility. Represented engineer and worked with the University of North Carolina at Chapel Hill in defending claims by and bringing claims against general contractor on construction of new cogeneration facility with respect to delays and cost overruns.
- Virginia Power Portsmouth Generating Station, Portsmouth, Virginia. Represented engineer in defending claims by and bringing claims against general contractor with respect to cost overruns and delays incurred during the oil-to-coal conversion of two units. The engineer and general contractor had formed a consortium for the purpose of performing a design/build contract at a guaranteed maximum cost.
- Washington Nuclear Plant No. 2 (WPPSS), Hanford, Washington. Defended the nuclear reactor vendor in a lawsuit (U.S. D.C., E.D. Wash.) brought by the owner, who charged fraud and breach of contract in connection with reactor components and GE’s provision of design data. The claim, for $1.6 billion, included charges that the client’s conduct caused 18 months of delay in plant completion, and numerous construction cost overruns. The case proceeded to trial, but a deadlocked jury encouraged the parties to attempt non-binding mediation. The case eventually settled at the start of the second trial.
- West Texas Wind Farm (E.ON North America v. Gamesa). Represented wind farm owner in an arbitration against manufacturer/designer of wind turbine generators. Issues involved blade mid-radius failures due to edgewise vibration and inadequate blade lightning protection system as well as defective electrical generators.
- Westwood Energy Project. Defended engineer in action concerning the rupture and collapse of a fuel storage silo for a coal-fired power plant.
- Zimmer Nuclear Station, Moscow, Ohio. Defended the nuclear reactor vendor in a lawsuit (U.S. D.Ct., S.D. Ohio) brought by the owners, who charged breach of contract and fraud in connection with GE’s provision of design data. The claim, for more than $350 million, included charges that the client’s conduct caused construction delays and serious cost overruns. Subject of a Summary Jury Trial ordered and conducted by the Court. Settled shortly after GE victory at Summary Jury Trial.
Retail Energy Transactions
- Direct Energy Services, LLC. Represented Direct Energy Services, LLC, an affiliate of Centrica plc, in its $300 million acquisition of Strategic Energy LLC from Great Plains Energy Inc.*
Duke Energy Corporation. Represented Duke in the sale of Duke Energy Retail Sales, LLC, its competitive retail electric and gas business, which was part of the $2.8 billion sale of Duke’s Midwest merchant generation business to a subsidiary of Dynegy Inc. (awarded “2015 Strategic Deal of the Year” by Platts Global Energy Awards).*
- Fortis Power Acquisition. Represented Fortis Bank S.A./N.V. in its $700 million acquisition from Duke Energy of its Cinergy natural gas, power trading and marketing businesses in the United States and Canada. The Houston-based company has been renamed Fortis Energy Marketing and Trading, GP.
- Integrys Energy Group Inc. Represented Integrys Energy Group in connection with the sale of Integrys Energy Services Inc., a competitive retail electricity and natural gas subsidiary servicing approximately 1.2 million commercial, industrial, public sector and residential customers across 22 Midwest, mid‐Atlantic and Northeastern states, and the District of Columbia, to Exelon Generation Company, LLC.*
- NRG Energy, Inc./XOOM Energy Global Holdings. Represented NRG Energy, Inc. and its subsidiary NRG Retail LLC in the acquisition of XOOM Energy Global Holdings, LLC, a provider of competitive retail electricity, natural gas and renewable energy supply options to residential and commercial customers in over 100 utility markets across the United States and Canada.*
- TransCanada Power Marketing Ltd. Represented TransCanada Power Marketing, Ltd., a subsidiary of TransCanada Corporation, on the sale of its US retail power portfolio to EDF Energy Services, LLC.
- Caisse de dépôt et placement du Québec (CDPQ). Represented Caisse de dépôt et placement du Québec (CDPQ) in its increased investment in Invenergy Renewables, North America’s largest privately held renewable energy company.
- NRG Energy/EVgo. Represented NRG Energy, Inc. in connection with the sale of a majority interest in its subsidiary EVgo, a provider of electric vehicle charging stations, to Vision Ridge Partners, LLC.*
- Green Light Energy Storage. Represented Green Light Energy Corporation with respect to the tax aspects of a 33-MVA battery energy storage system in Coachella, California.
- Michigan Power Limited. We represented BNP Paribas in amending the Credit Agreement between Michigan Power Limited Partnership, BNP Paribas and the other lender parties thereto, in order to increase the letter of credit sublimit from $42mm to $45mm; the overall commitment itself remained the same at $47mm.
- RWE/Stem. Represented RWE Supply & Trading in its investment in Stem, Inc., a company providing battery energy storage services.
*Indicates transaction was performed by a Mayer Brown partner/counsel while at a former law firm.