North American Energy Project & Finance Transactions Practice

The North American Energy Project and Finance Transactions Practice is known internationally as one of the premier energy practices in the world. Our lawyers have represented a wide range of clients involved in all aspects of developing and financing both US and international projects. From obtaining licenses and permits to structuring ownership relationships; from assisting in tax planning to contract negotiations; from project inception to post-commercial operations; we have advised clients on every aspect of energy project development and project finance. In addition, our lawyers regularly represent clients on a wide range of matters before the Federal Energy Regulatory Commission, the Securities and Exchange Commission, the Department of Energy, the Environmental Protection Agency, state public service commissions, state and federal courts, and Congress.

Clients include project developers, equipment manufacturers, major construction companies, industrial companies and end-users, regulated utilities and their unregulated subsidiaries, foreign oil and industrial companies, power marketers, and financial institutions. Our North American lawyers have been involved in the successful development of more than 100 power projects utilizing a variety of fuels and technologies, as well as utility and asset privatizations, representing a total potential generating capacity of over 35,000 MW in more than twenty-five states and twenty foreign countries. We also provide general regulatory, corporate, tax and financial advice and advise clients in connection with the planning and execution of corporate strategies and relationships within the evolving competitive power industry regarding the development of merchant power plants, qualifying facilities under the Public Utility Regulatory Policies Act of 1978 as well as exempt wholesale generators and foreign utility companies under the Public Utility Holding Company Act of 1935. These services also include advice in connection with the regulation of projects and entities by FERC, DOE, SEC, RUS and various state and local regulatory agencies.

Our North American Energy Project Development and Transactions Practice capabilities and experience include:

• Project Development - The obtaining of licenses and permits; the structuring of relationships between multiple project participants through joint ventures, partnership, and limited liability company agreements and finance agreements and leases; and the analysis of project-related tax and regulatory consequences to optimize project structures.
• Development of Project Support Contracts and Relationships - The negotiation and review of critical contractual relationships, such as electric power sale contracts, tolling contracts, asset management and optimization contracts, natural gas and electric power brokering and marketing contracts, steam and thermal energy sale contracts, operation and maintenance contracts, fuel procurement and transportation contracts, engineering, procurement and construction contracts, and site leases. Capabilities in this area include additional experience in fuels management, commodity and risk management, administrative services, consulting and other types of support contracts.
• Energy Regulatory Expertise - Counsel and advice involving the regulation of QFs, EWGs, FUCOs, and project owners under the Federal Power Act and PUHCA. Our lawyers have represented clients in connection with a broad range of regulatory proceedings, including qualifying facility certification under PURPA, EWG and FUCO filings under PUHCA, SEC no-action letters under PUHCA, electric rate, merger, financial, corporate and power marketing applications under Part II of the FPA, and hydroelectric licensing under Part I of the FPA. We have been responsible for some of the landmark orders involving the implementation of PURPA by the FERC over the past two decades, as well as precedential developments under PUHCA and the FPA. Most recently, we have been involved in several lead cases involving EWGs, transmission request proceedings, and new precedents in the power marketing industry. Our lawyers have significant experience managing PUHCA matters on behalf of registered, exempt and non-utility companies. In addition, several of our lawyers have appeared before numerous state public service commissions throughout the United States, and have been invited as witnesses before federal and state legislative bodies and regulatory agencies.
• Project Financing - Assisting in the negotiating and structuring of debt and equity investments and the preparation of loan, security and intercreditor documentation, and associated legal opinions necessary to complete project financings. The project financings have included equity placements, non-recourse and limited recourse construction and term debt, mezzanine debt, leveraged leases, public offerings of taxable and tax-exempt debt, and Rule 144A offerings. These transactions have also included intercreditor arrangements among multiple lenders lending on a pari passu basis or on a senior or subordinated basis. Our lawyers have participated in some of the most complex financings in the industry, including, for example, the $500 million Keystone project financing and the $274 million financing of the Aguaytia Project in Peru (the first project financed "merchant" plant in Latin America).
• Mergers and Acquisitions - Representation of developers, investors, and lenders in energy industry Acquisitions ranging from interests in single projects to mergers of entire companies and due diligence review and analysis of potential project and corporate acquisitions. Our lawyers have been involved in several significant mergers and acquisitions in the energy industry, including, among others, the acquisitions of PSI, Inc. by Destec Energy, Inc.; the acquisition of Long Lake Energy Corporation by a joint venture of Destec Energy, Inc. and Adirondack Hydro Development Corporation; the acquisition of a 25% interest in South West Electricity Plc by PP&L Global; and the acquisition of Pacificorp by Scottish Power.
• Fuel Supply and Transportation - Drafting, negotiation and review of critical supply, transportation, terminaling, and storage contracts for fuels, including natural gas, coal and oil. 
• Secondary Market Transactions and Restructuring - The representation of owners, sellers, purchasers, creditors, and contractors of operating energy projects in workout, placement of secondary market equity, and project debt restructuring. Services to operating projects include regulatory compliance, fuel supply restructuring, and assistance in the restructuring of financial arrangements.
• Environmental Counseling - Providing of counseling during project development on federal and state permit requirements, as well as representation during the due diligence stage of project financing and acquisition and continuing representation during post-completion and operation compliance. Our lawyers assist clients generally in international environmental due diligence and compliance as part of effecting financial closings on international energy transactions.
• International Project Development - All aspects of international power project development, acquisition and privatization, from negotiation of project support documents for host country development activities to analysis of the US regulatory implications of international project development under PUHCA, free trade agreements and applicable laws, and US tax aspects of international project development. Our North American lawyers have been involved in a wide range of activities in support of projects under development in more than twenty foreign countries in Europe, Asia, Australia, the Middle East and Latin America. They have advised US companies in bids for the privatization of existing foreign utility assets in Latin America, Australia and the United Kingdom as well as represented project developers, investor-owned utilities, foreign governments, multilateral institutions, government-owned utilities, fuel suppliers, and lenders in connection with international projects.