As an attorney in the Project Development and Finance Practice Group at Troutman Sanders, Mr. Harms has represented energy companies in a variety of matters from larger and more complex financings, project development and acquisitions, to procurement, construction and services contracts, to an active practice in the energy trading and derivatives fields, including physically-settled power and gas contracts and commodity, equity and interest rate swaps.
Representative Experience
Project Development and Finance Representations:
Represented a public utility holding company and its renewable energy development subsidiary in the acquisition from a solar panel vendor of a 30MW solar project built in New Mexico. The representation included the structuring of a joint venture with a separate renewable energy company and drafting and negotiating the key agreements for the deal, including the EPC Agreement, O&M Agreement, real estate documentation and acquisition documentation
Counsel to municipal utility company in evaluating and negotiating a power purchase agreement related to a biomass-fueled power plant.
Counsel to utility holding company in evaluation of acquisition of wind power assets.
Counsel for public utility company in sale of portfolio of energy trading assets. The representation included drafting and negotiation of purchase and sale agreement, ancillary documentation and closing of the transaction.
Counsel for public utility company in connection with the sale of a nuclear plant in the MISO market. The representation included drafting and negotiation of the power purchase agreement with the purchaser of the plant, drafting and development of alternative ownership structures and drafting, review and advice regarding all aspects of the transaction, including the asset sale agreement, interim operating agreements and ancillary documents.
Counsel for public utility company in connection with the development of new nuclear generating units. The representation included drafting and negotiating a development agreement and co-owner agreements, including construction and ownership and operating agreements, cost allocation procedures and other ancillary documentation relating to the ownership and operation of the nuclear units.
Counsel for power generating company in connection with an integrated coal gasification project (IGCC clean coal technology). The representation included drafting and negotiating co-owner agreements, including construction and ownership, operating and capacity purchase agreements, together with security arrangements, real estate documentation and DOE funding issues.
Counsel to biomass gasification company in the acquisition of assets and entering into of energy sales agreements, a lease agreement and ancillary arrangements for the production of steam from biomass for industrial purposes.
Counsel to solar integrator client in entry into installation agreements, maintenance agreements and ancillary arrangements for distributed solar projects in the Mid-Atlantic region.
Counsel for companies on renewable energy projects, including solar and biomass gasification projects. Representations have included negotiation of energy and steam sales agreements, operating and consulting agreements and ancillary documentation.
Counsel to renewable energy developer in negotiating and drafting of biomass-fueled turbine procurement agreement.
Counsel to power generating company on purchase of power plant assets in North Carolina and Florida. The representation included the drafting and negotiation of a purchase and sale agreement and ancillary documentation and closing of the transaction.
Counsel for independent power provider and its subsidiaries in connection with $2.65 billion acquisition and financing of assets. The representation included drafting and negotiating financing agreements, real estate documents, capital contribution agreements, inter-company notes and services agreements, and related documentation.
Counsel for independent power provider on $2.25 billion corporate financing. The representation included drafting and negotiation of credit agreements, opinion letters, and related documentation.
Counsel for independent power providers for procurement of turbines for North American and South American projects, acquisition of assets and negotiation of long term service agreements and other service agreements.
Counsel to companies in general corporate matters, including general compliance, such as purchase and procurement agreements, technology development agreements, documentation for simple mergers, partnership and operating agreements and resolutions.
Utility Representations:
Counsel to public utility company in evaluation of renewable energy RFP.
Counsel for public utility companies for annual RFP processes in Illinois for purchase of capacity, energy and renewable energy certificates.
Counsel for utility in restructuring of control area relationship with major cooperative electric group resulting in the development of a Control Area Compact for, among other things, the reliability of the major Southeast control area.
Energy Trading and Financial Derivatives Representations:
Counsel for independent power providers, utilities, equipment manufacturers, industrial interests, individuals and other companies for financial derivatives (including interest rate swaps, foreign exchange transactions and equity swaps), physical supply agreements and other structured products, specializing in the ISDA, EEI and GISB/NAESB master agreements for hedging, purchases and sales of commodities, including natural gas, electricity, coal and fuel oil, and weather derivatives and emissions trading, in both European and United States markets. Representation includes both development of internal policies and development and negotiation of documentation. Representation included a six week secondment acting in the capacity of in-house counsel to help set up wholesale trading operations for major independent power provider.
Counsel for independent power providers and utilities in the development, negotiation and finalization of power purchase agreements for different fuel types (natural gas, nuclear, renewable, etc.), unit and system sales and varying levels of firmness, including the following representations: counsel for independent power provider on several long-term power purchase agreements for units located in North Carolina; counsel for a public utility on long-term power purchase agreements in Florida; counsel for a public utility on a long-term power purchase agreement in Arizona; and counsel for a public utility for long term purchase agreements in Wisconsin.
Counsel for project company in development, negotiation and finalization of energy management relationship and long term power agreement secured by the power plant owned by the project company.
Counsel for independent power providers, utilities, trading companies and other companies for emissions allowance and greenhouse gas trading in the United States and Europe.
Counsel for independent power providers, utilities, equipment manufacturers, industrial interests and other companies for financial derivatives involving interest rate swaps, equity swaps and foreign exchange transactions.
Counsel for company in negotiating and closing a structured product involving the advanced sale of natural gas with a collar to mitigate volatility of natural gas prices.
Counsel to gas companies in drafting and negotiation of wholesale gas, gas services, gas storage and asset optimization agreements.
Publications
"Economic Curtailment of Renewable Energy," North American Clean Energy, July/August 2010.
"Coal and Nuclear - A History Worth Repeating?", Law 360, April 7, 2010.
"Change-in-Law Provisions in a Carbon-Constrained America: The Impact of Carbon Regulation on Long-Term Power Purchase Agreements," The Electricity Journal, June 2009.
Redefining "Crimes of Moral Turpitude", A Proposal to Congress, 15 GEORGETOWN IMM. L. J. 259 (2001).
Holding Public Officials Accountable in the International Realm: A New Multi-Layered Strategy to Combat Corruption, 33 CORNELL INT'L L.J. 159 (2000).
Presentations and Speaking Engagements
Workshop chair for the Project Development Workshop and moderator of the "Interconnection" panel for Solar Power Finance & Investment Summit in San Diego, CA, March 17-19, 2010.
Seminar co-chair and moderator of the "View from a Utility" panel for Solar Power: Projects & Permitting in Atlanta, GA, February 17, 2010.
Chair of the "Project Sector Outlooks" track for Projects & Money in New Orleans, LA, January 11-13, 2010.
Moderator for the "Partnership Opportunities with Virginia's Utility Companies" panel for the Virginia Alternative and Renewable Energy Association Conference in Richmond, VA, November 12-13, 20009.
Moderator for the "Utilities Perspectives on Biomass to Power Opportunities" panel for the Biomass Finance & Investment Summit in Washington, D.C., October 19-21, 2009.
Moderator for the “Landfill and Wastewater Treatment Operators’ Perspectives” panel for the Biomass Investment & Finance Summit (January 27, 2009).
“The EU GHG Emission Allowance Trading Scheme” prepared by Ed Clayman for the EUEC Energy & Environment Conference 2008 (January 30, 2008).
“Emerging Trends in Credit Risk Mitigation for the Energy Trading Industry” prepared for the 2007 NAPCO meeting (May 10, 2007).
“The 2005 Bankruptcy Act: Forward Contracts, Swap Agreements and Master Netting Agreements, Oh My!” prepared for the Summer 2005 Meeting of the IECA Gas Liquid & Electricity Credit Group and presented with Hollace Cohen.