Brian Kelly is chair of the firm’s energy industry team. Brian advises energy industry and financial clients on a wide range of transactions, including mergers and acquisitions, energy project and infrastructure development, project finance and structured commodity and hedging transactions.
He has worked on solar, wind, biomass, natural gas, geothermal and battery projects, as well as non-energy infrastructure and commodity financings in the United States and internationally. Brian has been recognized as a “Leading Lawyer” by the Legal 500 United States in Project Finance and Energy Transactions.
Brian has significant experience structuring and negotiating project development and offtake agreements, including the power purchase agreements, tolling and joint development agreements, engineering, procurement and construction contracts, fuel supply and transportation agreements, and related project development documentation. Brian also advises U.S. and foreign clients on international trade, business and related export control issues.
“Brian has done an incredible job providing project oversight, strong leadership, and great advice. He helps us at the granular level to understand the minutia,
and adds a seasoned voice to look ahead at big issues.” — Legal 500 United States, 2020
Mergers, Acquisitions and Project Development
- Representation of a strategic purchaser in connection with the acquisition of multiple solar developers based in California
- Representation of a strategic purchaser in connection with the acquisition and development of fuel cell facilities located throughout New England.
- Representation of a wind developer in connection with a power purchase agreement with a leading food distributor with respect to a 78MW wind farm to be constructed in Nebraska.
- Representation of a Mid-Atlantic based energy supplier in connection with multiple solar power purchase agreements in excess of 200 MW for facilities to be constructed in Texas.
- Representation of a Southeastern utility in the negotiation of solar power purchase agreements in excess of 310 MW for facilities to be constructed in South Carolina.
- Representation of multiple energy companies in the development and negotiation of both financial and physical commodity trading contracts, swaps and structured supply agreements, including virtual power purchase agreements, and balance of hedge agreements.
- Representation of a North American energy company in connection with the acquisition of natural gas commercial supply contracts primarily located in the Midwest from a leading integrated oil and gas company.
- Representation of a North American retailer of energy and energy services in the disposition of non-core energy related businesses located in the United States and Canada which resulted in nearly $50 million in cost savings to the client.
- Representation of a US subsidiary of a Japanese utility in the development, construction and operation of a behind the meter central utilities plant that will provide steam and utility services to a host facility located in the Southeastern United States with an aggregate value in excess of $340 million.
- Representation of a US subsidiary of a Japanese utility in its acquisition of a 25% interest in the 635 MW Empire generation facility from funds managed by Energy Capital Partners.
- Representation of a UK based entity in the acquisition of a US based data management solution with offices in India and Ukraine.
- Representation of a North American retailer of energy and energy services and its parent company in the $60 million acquisition of an Israeli energy management firm, which provides technology to help lower energy consumption, reduce operating costs and increase overall operational efficiency.
- Representation of an independent power producer 85 MW coal fired cogeneration facility in connection with the restructuring of all material project documentation and subsequent decommissioning of the facility.
- Representation of an energy company in connection with acquisitions and dispositions of non-operating working interests in oil and gas acreage valued in excess of $600 million.
- Representation of an independent power producer in connection with the repurchase of a district heating and cooling facility.
- Representation of a financial party in connection with the structure and negotiation of a virtual unit heat rate call option for a 710 MW natural gas fired generation facility.
- Representation of a financial party in connection with several load capacity auctions with a large public utility located in the southeastern United States.
- Representation of a financial party in connection with a bond repurchase agreement and the restructuring of a natural gas tolling agreement, which resulted in nearly $200 million in cost savings for the client.
- Representation of a private equity fund in connection with the purchase of an industrial division of Textron Inc. that included 34 companies located throughout the globe with a total transaction value in excess of $1.1 billion. Prepared the CFIUS application in connection with the transaction and prepared, consulted and obtained all necessary authorizations and covenants from the U.S. Department of State, Directorate of Defense Trade Controls.
- Representation of strategic purchasers and private equity funds in auctions in connection with the acquisition of natural gas and coal fired cogeneration facilities located throughout the United States.
- Negotiation of steam sale agreements, power purchase agreements, equipment purchase agreements, engineering, procurement and construction agreements and operation and maintenance agreements on behalf of generators, contractors and suppliers throughout the United States.
- Representation of the sellers of a national immunoglobulin home infusion company to one of the world’s largest pharmaceutical services companies in a stock sale valued at approximately $40 million plus earnout.
- Representation, as part of a team, of the seller in the auction and sale of 10 district energy heating and cooling companies in six states, representing 238 MW of combined electricity generating 10 million pounds of steam and 72,800 tons of chilled water, with a purchase price in excess of $400 million.
Retail Supply Regulation and Related Transactions
- Representation of multiple strategic purchasers in connection with the multiple transactions related to the purchase and sale of retail energy companies, including assisting with the structuring and development of the necessary transition services and swap structures to facilitate the transition.
- Representation of indirect energy suppliers and customers in connection structured finance credit sleeves wholesale power transactions.
- Counsel and advice to an energy company in connection with the startup of an electric vehicles services business.
- Regular counsel and advice to competitive electric and gas suppliers on retail supply regulations throughout the eastern part of the United States and Texas, including drafting and negotiating power purchase agreements for both retail and wholesale supply.
- Significant experience in connection with the acquisition and disposition of retail supply customer books to and from retail energy suppliers
- Regularly advise and structure ancillary service offerings for retail energy companies to market and sell to both residential and commercial and industrial customers.
- Regulatory compliance and monitoring, including assistance with licensing, consumer protection, unfair and deceptive trade practices compliance, billing and contracting requirements, customer disclosure issues, anti-slamming and anti-cramming procedures.
- Assistance to numerous clients in developing and implementing export compliance programs and audits consistent with DDTC and BIS requirements including assisting with commodity classification/commodity jurisdiction requests, export license applications, technical assistance agreements, manufacturing license agreements and warehousing agreements.
- Assistance to clients in conducting internal investigations as well as the preparation and submission of voluntary disclosures to the DDTC and BIS on behalf of clients alleged to have violated International Traffic in Arms Regulations (ITAR). U.S. Census Foreign Trade Regulations and/or the Export Control Act of 1940.
- District of Columbia
Selected for inclusion in America’s Leading Lawyers for Business, Energy: Electricity (Transactional), Nationwide, Chambers USA, 2021-2023
Recipient, “Leadership in Law: Dealmakers Award,” The Daily Record, 2023
Selected for inclusion as a “Leading Lawyer,” Project Finance: Advice To Lenders, 2017-2020; Energy Transactions: Conventional Power, 2016-2023, Legal 500 US
Selected for inclusion in “Legal 500 United States,” Energy Transactions: Conventional Power; Project Finance, 2021, 2022, 2023
- Author, Winter Storm Uri Power Dispute Reaches the Supreme Court of Texas, McGuireWoods Legal Alert, October 5, 2023
- Author, Old Wells: A New Frontier for Crypto-Mining and Complaints, McGuireWoods Legal Alert, April 26, 2023
- Author, IRS Issues Prevailing Wage and Apprenticeship Guidance — Starts 60-Day Clock, McGuireWoods Legal Alert, November 30, 2022
- Author, Department of Commerce Issues Final Rule Imposing Tariff Moratorium for Solar Panels, McGuireWoods Legal Alert, September 16, 2022
- Author, Inflation Reduction Act Extends and Modifies Tax Credits for Wind Projects, McGuireWoods Legal Alert, August 24, 2022
- Author, U.S. Senate Introduces the Inflation Reduction Act, McGuireWoods Legal Alert, August 2, 2022
- Author, President Biden Orders Tariff Exemption for Solar Panels, McGuireWoods Legal Alert, June 7, 2022
- Author, U.S. Department of Commerce Investigation of Solar Panel Imports Puts Solar Projects at Risk, McGuireWoods Legal Alert, April 15, 2022
- Co-author, "Increasing Storage Capacity and to Match Increased Energy Creation", Corporate Counsel Business Journal, May-June 2021
- Author, Biden Proposes American Jobs Plan: Renewable Energy Initiatives, McGuireWoods Legal Alert, April 2, 2021
- Author, Texas in Crisis: Energy Industry Braces for Perfect Storm, McGuireWoods Legal Alert, February 17, 2021
- Author, President Biden’s Energy Policy: Early Executive Orders and Key Rapid Regulatory Changes, McGuireWoods Legal Alert, February 4, 2021
- Author, New Tax Extender Legislation Passed for Renewable Energy, Carbon Capture Projects, McGuireWoods Legal Alert, December 23, 2020
- Author, Department of Energy Speaks on Bulk-Power System Executive Order, McGuireWoods Legal Alert, June 17, 2020
- Author, President Trump Declares State of Emergency to Protect U.S. Power Grid, McGuireWoods Legal Alert, May 4, 2020
University of Baltimore School of LawJD
Mount Saint Mary's CollegeBA
Member, Maryland State Bar Association
Member, District of Columbia Bar Association
Member, Mount Saint Mary’s University President’s Council
Editor-in-Chief, 2000-2001; Staff Member, 1999-2000, The Law Forum
- Moderator, "Energy Gathering", 2022 Independent Sponsor Conference, October 26, 2022
- Panelist, "Renewable Deals: Understanding the Latest Structures, PPAs, Risk Allocation & Pricing", Renewables, Wholesale Electricity Markets & The Energy Transition 2022, September 7, 2022
- Moderator, "Creating the Long-Term Energy Mix", S&P Global Power Markets Conference, April 26, 2022
- Speaker, Energy Private Equity and Independent Sponsors Virtual Roundtable, March 29, 2022
- Panelist, "Networking Break: Energy", 2021 Independent Sponsor Conference, October 20, 2021
- Panelist, Energy Private Equity and Independent Sponsors Virtual Roundtable, October 6, 2021
- Speaker, Energy Independent Sponsors Virtual Roundtable, June 24, 2021
- Summit Chair, Mid-Atlantic Renewable Energy Summit, December 8-10, 2020
- Moderator, "Price Curves and the Merchant Value of Wind and Solar", Wind Power Finance & Investment Summit, February 4 - 6, 2020
- Speaker, Exelon and McGuireWoods Co-Host LCLD Fellows Event, June 14, 2019
- Moderator, "Power Purchase Agreement", Southeast Renewable Conference, November 2017
- Panelist, "Power Purchase Agreements", Energy and Mineral Law Foundation Thirty-Seventh Annual Institute, Energy and Mineral Law Foundation, June 14, 2016
- Moderator, "Price Curves and the Merchant Value of Wind and Solar", Wind Power Finance & Investment Summit, San Diego, CA, 2009