概览

本行电力团队长年服务于公用事业公司、发电公司、天然气生产商、配电公司以及电力供应商,协助其处理各类国内及国际开发及融资事宜。

在发电及输电资产转让以及管道、存储设施、加工及当地配电设施权益的出售及购买交易中,我们向卖方、买方、贷款人及投资者提供法律服务。

我们为电力行业客户提供全方位的法律服务,涵盖金融、公司法、合并及收购、项目开发、证券、税务、反垄断、环境保护、美国联邦及州法律法规、争议解决以及项目相关协议。

收购及出售发电资产及相关资产
我们经常协助能源及能源服务业客户处理发电资产及其他电力资产的收购及出售交易。鉴于并购交易往往涉及一系列错综复杂的法律问题,我们的并购律师在处理电力并购交易时通常会充分利用整个律师行的力量。电力业务律师不仅与全球能源团队密切合作,还借助监管、知识产权、科技、税务、员工福利、环境以及房地产业务律师的高水平专业知识。倘若交易涉及反垄断问题,反垄断及竞争法律师将随时施以援手,他们经验丰富,无论相关的反垄断及世界贸易事宜发生在哪个司法辖区,无论复杂程度高低,均能胜任。

监管/联邦能源管理委员会(FERC)/环境事宜
我们注重协助能源公司及投资者理解并合理应对影响其业务的复杂法律法规。我们的客户包括:电力项目开发商、所有者、运营商及收购方;电力项目中的能源经营者;以及电力项目中的贷款行及投资者。我们为其提供的法律服务包括:与监管当局进行谈判;获得监管批准;协助能源公司建立并执行其法律及监管合规计划。我们还代表客户应对由能源行业监管部门发起的聆讯、调查及诉讼。

项目
我们的金融业务经验覆盖全部债务及股权融资结构。多年来,我们成功推进交易完成,屡次荣获奖项,擅长就电力项目特有的项目协议及融资协议设计结构、进行谈判及拟备文件。上述经验包括项目合同、购电协议、收费协议、工程总承包(EPC)合同、运营及维修协议、购气及输气协议、对冲及其他全部相关文件制备。

建造/设计交易及争议
我们经常就设计/建造合同、部分设计/建造合同以及电力项目独有的合同提供法律意见。我们与客户的设计及建造团队密切合作,从先启阶段开始,到相关合同完成,直至项目实施,提供贯穿于项目全程的法律服务。我们还就采购、分包、项目风险分担、不同合同间的相互影响以及与不同投标方谈判、实施合同提供法律意见。我们还代表公共及私人客户处理工程变更、投标及履约保证、工程延误、不可抗力、提出留置权请求以及由国内及国际法庭受理的争议解决。

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.

Regulatory/FERC/Environmental Matters 

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. 

Projects

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.

执业经验

  • 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.