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.
- 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.