Industries: Energy, Energy Regulatory & Utilities

Energy Resources Project Team

Our Energy Resources Project Team is a multi-disciplinary group of lawyers who have assisted developers, contractors, utilities, governments, lenders, underwriters and investors, buyers and sellers in the development and financing of nearly 100 power generating projects in the United States and abroad. These projects represent approximately 25,000 MW of electrical capacity with a combined value of more than US $10 billion. These have included coal-fired, gas-fired and hydroelectric power generation and cogeneration facilities, as well as non-conventional projects using a wide range of alternative technologies and fuels, including wood, landfill gas and wind.

Our lawyers have also represented participants in the development, financing, construction and operation of a wide range of other capital intensive energy projects and facilities throughout the world, including on-shore and off-shore natural gas and petroleum pipelines, oil refinery facilities and mines.

By representing clients occupying diverse roles in many types of transactions, the members of our Energy Resources Project Team have developed the expertise and experience essential to assist clients in assessing and resolving the complex issues that arise in connection with electric generation facilities and related project finance matters.

The Energy Resources Project Team has counseled its energy resources clients in all phases of projects, including:

  • Development
  • Power sale and tolling agreements
  • Financing and post-financing matters such as refinancings, restructurings, acquisitions and dispositions.
  • Throughput and other off-take agreements
  • Energy marketing and commodities trading
  • Regulation
  • Environmental/permitting
  • Structuring
  • Tax implications
  • Engineering agreements
  • Engineering, procurement and construction agreements
  • Turbine purchase agreements
  • Fuel supply and transportation and other long term supply agreements
  • Operating and maintenance agreements
  • Service agreements
  • Interconnection

Our Energy Resources Project Team is highly skilled in connection with the preparation of tender documentation, bids and proposals to buy and sell energy and capacity, including into power pools, and to undertake projects. This includes the preparation of solicitation documents and bids for the purchase and sale of electricity, coal, and gas, and for gas, coal, nuclear, hydro and biomass fueled electric generation assets throughout the U.S and in Canada. For more information see: Energy Marketing and Commodities Trading.

We have represented clients with respect to the entire spectrum of project structures and financing arrangements that encompass:

  • Joint ventures
  • Conventional construction and term loan facilities
  • Letter of credit facilities
  • Commercial paper facilities
  • Capital markets offerings of rated and un-rated project debt securities
  • Sale-leaseback
  • Synthetic leases
  • Leveraged lease and single investor lease structures
  • Joint venture and partnership arrangements
  • Private placements and tax-exempt financings
  • Financing from multilateral institutions, export credit agencies and national development and aid agencies

For more information see: Project Finance.

We also regularly represent energy resources project clients in regulatory proceedings before state public utility commissions, the Federal Energy Regulatory Commission (FERC), the Securities and Exchange Commission (SEC), and other regulatory bodies. We have handled and litigated issues under Parts I and II of the Federal Power Act, FERC Orders 497, 636/637, 888/889 and 2000, the Natural Gas Act and Natural Gas Policy Act, Public Utility Regulatory Policies Act (PURPA), Public Utility Holding Company Act of 1935 (PUHCA) and under a variety of state energy regulatory statutes.

We advise clients on the financing, tax and regulatory implications of alternative project structures, including, where applicable, the appropriate mix of private and public participation in projects.

Our lawyers also have represented clients with respect to domestic and international privatization transactions. For more information see: International Energy Other Regulated Companies.

Our Energy Resources Project Team draws upon the Firm’s strengths in other practice areas as required to assist clients in consummating transactions. The Team is supported by other attorneys at the Firm with considerable expertise in other disciplines, such as capital markets, taxation and employee benefits, environmental/real estate, mergers and acquisitions and labor/employment.

For further information contact:

Joseph G. Tirone
Mark J. La Fratta
Robert B. Vernon
Marvin L. Rogers
Patrick T. Horne
Joanne Katsantonis
Stephen H. Watts, II
Mark J. McGuire
Dwight A. Howes
Bryant Robinson III

Capital Markets

Our capital markets attorneys have extensive experience in public and non-public capital markets transactions for energy clients. Firm lawyers have represented underwriters, initial purchasers and issuers of securities in connection with the financing of energy projects, acquisition financing and the raising of capital for general corporate purposes.

Our attorneys have drafted and negotiated offering materials and financing documents for capital market tranches, which comprise a portion of senior debt in multi-tranche finance packages for both domestic and international energy projects.

For further information contact:

Marvin L. Rogers
Joseph G. Tirone
Robert B. Vernon
Jane Whitt Sellers
Craig E. Culbertson

See also: Corporate Finance and Securities 

Taxation and Employee Benefits

Our attorneys have experience in all areas of domestic and international tax practice that touch on energy resources projects, including partnership and corporate tax, cross-border financing leases, lease-leasebacks and other tax-driven financing vehicles, income and property taxes, and international tax issues and structures. We also regularly assist project clients in employee benefit aspects of structuring, development, acquisition and disposition of energy resource projects.

For further information contact:

Thomas E. Taylor
Robert G. McElroy
Craig D. Bell

See also: Taxation and Employee Benefits

Environmental/Real Estate

Our Energy Resources Project Team has specialists in every area of real estate, environmental and land-use law, and this provides both public sector and private sector clients access to detailed expert guidance in air, water source, water discharge, solid waste disposal or "re-resourcing," wetland, historic resource, and endangered species matters. These lawyers also regularly provide services in the areas of hazardous waste and toxic substances, as well as occupational safety and health, to energy project clients.

Our experience in advising our private sector clients on compliance with the environmental laws of the countries in which they operate has enabled us to evaluate the relative merits and disadvantages of many regulatory regimes. This broad experience enables us to advise public bodies, local and national, in creating regulatory structures that encourage economic investment and enable sustainable development while protecting critical environmental features. For example, our work for the Republic of Kazakhstan has included the development of a regime for environmental regulation that balances the legitimate interests of the host country and foreign investors.

For further information contact:

Daniel K. Slone
John M. Lain
James A. Thornhill
Neal J. Cabral
Philip Goldstein
Yvette Harmon

See also: Real Estate and Environmental

Mergers and Acquisitions

The firm's corporate and mergers and acquisitions attorneys assist the members of the Energy Resources Project Team in the acquisition and disposition of project assets and equity interests in energy project structures. These attorneys have handled all aspects of corporate and partnership structuring and restructuring for energy resources projects, as well as the purchase and sale of energy project assets.

For further information contact:

Robert L. Burrus, Jr.
Leslie A. Grandis
Jane Whitt Sellers
Joanne Katsantonis
Joseph G. Tirone
Robert B. Vernon
Marvin L. Rogers
Craig E. Culbertson

See also: Mergers and Acquisitions

Labor/Employment

We have extensive experience in labor and employment aspects of energy resources projects and transactions, including organization attempts and elections at power generation and natural gas transmission and distribution facilities, litigation regarding state laws addressing assumption of collective bargaining agreements, and labor and employment benefits issues associated with development, acquisition and disposition of energy facilities.

For further information contact:

Gary S. Marshall

See also: Labor and Employment

Representative Transactions

Our lawyers have participated in the following representative transactions in the capacities noted. Many other projects in which the firm has participated are not included in this list.

Energy

  • Represented Dominion Resources in its $2.3 billion acquisition of Louis Dreyfus Natural Gas.
  • Represented LG&E Energy in the sale of its natural gas pipelines, storage facilities, gathering systems and processing equipment located in Texas, New Mexico and Louisiana to Conoco.
  • Representation of producers, developers and investors in numerous oil and gas investment ventures.
  • Represented Dominion Resources, Inc. in the successful $2.2 billion acquisition of an English regional electric company, including bridge bank financing and Rule 144A private placement of permanent debt.
  • Representation of Tractebel Power as developer of the $470,000,000, 440 MW Red Hills power project now under construction in Choctaw County, Mississippi. The facility will be fueled by lignite to be produced by Phillips Coal and North American Coal, and will produce power for sale to the Tennessee Valley Authority.
  • Represented Elwood Energy, a joint venture of Dominion Energy and Peoples Energy in the development of a 1,350 MW gas-fired generation facility in Elwood, Illinois.
  • Represented developers in connection with the development, acquisition, sale and financing of seven "inside-the-fence" industrial power projects, including electric and steam assets and recovery boilers involving 25 sites in the U.S. and Canada.
  • Representation of Catamount Energy, an affiliate of Central Vermont Power, in connection with the development of the 80 MW Summersville hydroelectric project now under construction in Summersville, West Virginia.
  • Represented Lakewood Cogeneration, L.P., a limited partnership comprised of HYDRA-CO Enterprises, Inc., CNG Energy Company and an affiliate of Tomen Power Corporation, in connection with the development and $262,000,000 financing of a 236 MW gas-fired cogeneration facility located in Lakewood, New Jersey.
  • Representation of Dominion Resources in its $1.2 billion acquisition of the Millstone Nuclear Power Station in Waterford, Connecticut.
  • Representation of Dominion Energy, Inc. in connection with the acquisition of the 1,108 MW coal-fired Kincaid Power Station, located near Springfield, Illinois, from Commonwealth Edison (ComEd) and an associated 15 year sale of the station's power output back to ComEd.
  • Represented Tractebel Power Inc. in connection with the purchase of a 50% interest in $1.1 billion of generation facilities totaling 600 MW in New Jersey and Massachusetts.
  • Represented CRSS Inc. in connection with a project for the expansion and upgrading of a 116 MW coal-fired district heating facility in Almaty, Kazakhstan. Principles of Agreement were negotiated with Almatyenergo, the local utility, for the fuel, power supply, steam, O&M, joint venture structure, and other related agreements. (Development of the project subsequently was assumed by Tractebel, the parent of CRSS Inc.)
  • Project counsel for the joint venture developer of the Maritza East III project for privatization and $350 million refurbishment of an existing 800 MW lignite-fired generation facility in Bulgaria and related cross-border sales of power into Turkey.
  • Counsel to the O&M contractor for negotiation and documentation of its O&M contract for a 230 MW power project in Pakistan.
  • Representation of the former Soviet Republic of Kazakhstan in the negotiation and documentation of oil and gas development concessions representing projected investments exceeding $20 billion and in current negotiations with AES to restructure the privatization of a large power generation facility.
  • Counsel to the Republic of Bulgaria for the privatization of that country's natural gas transit and power generation assets and restructuring of its electric system.
  • Represented U.S. Generating Company, as developer, in connection with the development and $351,000,000 financing of a 474 MW gas-fired cogeneration facility located in Hermiston, Oregon and the subsequent sale of an undivided 50% interest in the project to PacifiCorp.

Financings

  • Represented Bank of America Securities LLC and Paribas, as lead arrangers, and Bank of America, N.A., as administrative agent, in connection with the $730,000,000 financing of the acquisition of 1,855 MW of gas and oil-fired power generation assets located in New York City, 655 MW of hydroelectric power generation assets located in various locations throughout New York State and the recapitalization of the Borrower’s existing investment in a power generation facility located in East Syracuse, New York.
  • Represented Bank of America Securities LLC and Goldman Sachs Credit Partners, L.P. as co-lead arrangers, and Bank of America, N.A., as issuing bank and administrative agent, in connection with the $1.2 billion financing of the acquisition by Orion Power Midwest, LLC of power generation assets located in Ohio and Pennsylvania.
  • Represented Dominion Energy in connection with $265,000,000 144A financing of Kincaid Generation facility (first investment grade-rated merchant facility financed in the U.S. capital markets).
  • Represented Elwood Energy, a joint venture of Dominion Energy and Peoples Energy in connection with $415,000,000 Rule 144A financing of 1,350 MW gas-fired Elwood Energy Facility (first investment grade-rated merchant peaking facility financed in the U.S. capital markets).
  • Represented Cogentrix Energy, Inc., in connection with a $125,000,000 corporate revolving credit facility.
  • Represented Dominion Resources Capital Trust I in connection with the Rule 144A offering of $250,000,000 Capital Securities, followed by a registered exchange offer.
  • Represented Salomon Brothers Inc., as lead underwriter, of $215,000,000 Senior Secured Bonds of Quezon Power (Philippines), Limited Co. in connection with the financing of a 440 MW coal-fired electrical generating facility in the Philippines.
  • Represented ESI Tractebel Acquisition Corp. in the issuance of $220,000,000 Senior Secured Bonds due 2011 used to refinance acquisition debt for two cogeneration facilities acquired from a non-regulated subsidiary of Florida Power & Light.
  • Represented issuers and underwriters in connection with over 20 non-project related offerings through Rule 144A and Reg S, valued at over $5 billion.