Craig Kline is a partner in the New York office of Troutman Sanders and a practice leader of the Project Development and Finance practice group. He also co-chairs the firm's interdisciplinary Renewable Energy Team. His practice is focused on domestic and cross-border project finance transactions, renewable energy transactions, structured finance and leveraged leasing. Mr. Kline has represented a wide variety of commercial and public institutions, including developers, utilities, lenders, issuers, lessors, lessees, credit support providers and trustees. He also has experience with the securitization of financial assets, synthetic leasing, secured lending and bankruptcy. Mr. Kline is also the author of the solar energy portion of the ABA Treatise, The Law of Clean Energy.
Mr. Kline has advised clients on transactions involving a wide variety of assets and jurisdictions. He has advised in matters involving power and energy generation and distribution facilities (including renewable energy: solar, wind and biomass facilities), aircraft, rolling stock and other rail equipment, vessels and other maritime assets, telecommunications equipment, real estate, waste facilities and manufacturing plants. In addition to U.S. domestic transactions, he has closed many cross-border transactions in connection with assets or counterparties located in, among other jurisdictions, Australia, Austria, Belgium, France, Germany, Hong Kong, Mexico, the Netherlands, Portugal, South Korea and the United Kingdom.
Mr. Kline has served as counsel in over 250 solar project transactions in the United States, including projects in Arizona, California, Colorado, Connecticut, Hawaii, Florida, Maryland, Massachusetts, New Jersey, New Mexico, New York, Oregon and Pennsylvania. These transactions include both utility-scale power plants and customer-sited distributed generation systems. His experience with project finance structures includes construction finance, partnership flips and sale-leasebacks, leveraged transactions and take-out debt.
Representative Renewable Energy Experience
Solar Power:
Recent Utility-Scale Projects
Represented one of the nation’s largest banks in the financing of a 55MW utility-scale solar facility (approximately $250MM in value) in New Mexico. The bank provided the construction financing and will provide the long-term financing.
Represented one of the nation's largest bank-held equipment finance companies in connection with the construction finance and take-out equity finance of a 6 MW PV ground-mounted solar installation at Princeton University. The installation is one of the largest single solar installations at a U.S. college or university, with the potential to produce 8 million kWh per year.
Advised a major U.S. bank as construction lender and tax equity investor in a long-term sale-leaseback transaction of two ground-mounted 10 MW PV projects located in New Mexico, being built by a leading U.S. solar developer to provide power to a major Southwestern utility.
Represented a New Jersey based solar developer in the development and sale to a major utility of a 3+MW PV ground-mounted facility.
Recent Distributed Generation Projects
Mr. Kline has acted as counsel to some of the nation’s largest banks in the creation, negotiation and documentation of several solar PV funding programs providing debt and tax equity financing for rooftop and ground-mounted distributed generation systems, including:
SunEdison programs: Through these programs, the tax equity investor invests in solar PV systems developed by SunEdison, a pioneer of the solar power purchase agreement (PPA) model and a subsidiary of MEMC, a global leader in the manufacture and sale of wafers to the semiconductor and solar industries. The financing structure Troutman Sanders helped to develop for this program in 2007 has been used successfully for over three years, pooling multiple solar systems into a single investment fund to simplify the development process and mobilize capital efficiently. Systems are subject to long-term PPAs with commercial (e.g., Kohl’s, Walgreens, Macy's, Fed Ex, Staples) and municipal (schools, utility districts, etc.) customers. To date, Troutman Sanders has assisted a tax equity investor in over $200 million of solar systems developed and operated by SunEdison throughout the United States. Select investments included a 1.2 MW system on a Staples distribution center in La Mirada, CA, a 1.0 MW system for the City of Boulder’s wastewater treatment plant, a distributed generation system for Lakeland Electric, a public utility in central Florida, and systems covering most of the Montgomery County Public School district in Maryland.
SunPower program: Launched in June 2009, this solar financing program was established to fund commercial scale solar systems developed by SunPower, one of the world’s most advanced module manufacturers and solar project developers. Troutman Sanders assisted the equity investor in this program in which SunPower designs, builds, operates and maintains the customer-sited solar systems and sells power to its customers through long-term PPAs. Among the projects recently funded are a 1.8 MW project for New Jersey-based nonprofit Educational Testing Services and a 1.0 MW project for a Macy’s distribution center in the City of Industry, California.
BP Solar programs: These programs have enabled some of the U.S.’s largest companies to install solar systems in order to reduce their electricity costs and environmental footprint. Troutman Sanders represented multiple investors in these programs, including helping to finance one of the largest rooftop solar PV projects in the United States on a site in New Jersey, as well as seven systems on major retail stores throughout Southern California.
Other large developer programs: Launched in 2009/2010, these other programs will provide both debt and equity finance to various developers for over $200M of rooftop and ground-mounted distributed generation systems. Systems are subject to long-term PPAs with commercial and municipal customers.
The States
Craig Kline counsels on the unique issues associated with solar development and finance in each state, including RPS, state incentives and the regulatory environment. In addition to dozens of projects in Arizona, Hawaii, Florida, North Carolina, New Mexico and Pennsylvania, he has closed these state-specific projects:
Represented participants in over 70 projects in California, including a large ground-mounted system for the University of California at Merced, rooftop systems for the Fairfield School District, and projects located on properties owned by BART.
Represented participants in several projects, including a large facility at the National Renewable Energy Laboratory in Golden, Colorado.
Represented participants in several projects, including both commercial and municipal installations in Connecticut.
Represented participants in over a dozen projects including a 1+ MW Staples distribution facility installation in Hagerstown, Maryland.
Represented participants in over 60 solar projects in New Jersey, including one of the largest rooftop PV projects in the country, a utility scale project to be built on a Superfund site and 6+MW project at Princeton University.
Represented participants in over 20 solar projects in Oregon, including over a dozen Walgreens retail stores, and for the municipality of Multnomah, Oregon.
Other Recent Solar Experience
Represent the New York Power Authority in its 100 MW solar initiative, which will develop scores of projects throughout the State of New York.
Represented a developer in several PV projects, including a 4+ MW PV warehouse rooftop project in New Jersey, expected to be the largest rooftop PV solar project in the U.S. when completed in 2011.
Represented a venture fund, as lender, in a secured term loan facility to a solar power installation company in New York and New Jersey.
Represented a major U.S. bank as the take-out project debt in multiple solar facilities, including on the New York Jets NFL training facility.
Counsel to a U.S. concentrated solar power developer in its program for commercialization of process steam solar plants.
Advised major solar PV DG developer in a series of projects, mainly design-build-transfer, including installation and O&M agreements and financing and joint development arrangements and daily, on-going advice on qualification for Treasury grant money, for rooftop and ground mount projects in New Jersey, Pennsylvania, Oregon and Ontario, Canada.
Biomass:
Counsel to developer in connection with negotiation of REC sales agreements and effect on compliance with RGGI.
Counsel to tax equity investor in connection with a biomass project finance transaction.
Counsel to developer in connection with development of cellulosic ethanol plant.
Wind Power:
Counsel to tax equity investor in a wind power project finance transaction in West Virginia.
Counsel to tax partner in a "flip" wind partnership owning a wind farm in California.
Other Representative Experience
Aircraft: Counsel to purchasers in the acquisition of aircraft (including partnership interests) and U.S. equity investors in numerous leases of corporate and commercial aircraft.
Cross-Border Passenger/Freight Rolling Stock: Counsel to the U.S. equity investors in numerous cross-border financings of passenger and freight trains operated by railways located in Austria, Belgium, France, the United Kingdom, Germany, Portugal and Sweden.
Derivatives: Counsel to multiple swap providers in interest rate swap transactions.
Electricity Distribution Systems: Counsel to the U.S. equity investors in the leveraged lease financing of electric distribution systems to several electric cooperatives located in Oklahoma.
Electrical Generation Facility: Counsel to the credit support provider in a sale and leaseback of electrical generation facilities in the United States.
Fare Collection Equipment: Counsel to the U.S. equity investor in a sale and leaseback transaction involving the automated fare collection equipment and computer-based train control equipment for a U.S. municipal transit corporation.
FCC Lease Spectrum Securitization: Counsel to the lessee and user of FCC spectrum leases.
Freight Railcars: Counsel to the U.S. equity investors in the purchase of freight railcars operated by U.S. common carriers.
Highway Toll Road Equipment: Counsel to the U.S. equity investor in a sale-leaseback of highway toll road information and fare collection systems located in South Korea.
Municipal Office and School Buildings: Counsel to the equity investor, a U.S. insurance company, in a sale-leaseback of municipal office buildings located in Germany.
Passenger Rail Equipment: Counsel to the U.S. equity investors and credit support providers in numerous lease transactions involving passenger rolling stock operated by domestic municipal transit agencies located in Massachusetts, California, Missouri, New Jersey, Ohio, Texas, Washington and the District of Columbia.
Petroleum Tanks: Counsel to the lessee in the lease financing of petroleum storage tanks.
Polyethyleneterephthalate (PET) Plant Synthetic Lease: Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with an approximately $130 million synthetic lease financing of a PET facility in Germany, which included commercial loans and the issuance of commercial paper.
Production Facility Synthetic Lease: Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with the refinancing of a $79 million synthetic lease financing of an ethylene production facility in the Netherlands.
Rail Maintenance Facilities: Counsel to the U.S. equity investors in a financing involving passenger train maintenance facilities in Texas operated by a U.S. municipal transit agency.
Real Property Lease Securitization: Counsel to the insurer of notes secured by a pool of real property leases.
Safe Harbor Lease (TBT) Equipment: Counsel to the equity investors in several sale-leasebacks of rolling stock operated by municipal transit agencies, subject to existing TBT (safe harbor lease) financings.
Tenant Improvements: Counsel to the lender in a sale-leaseback of tenant improvements to commercial real estate.
Train Control Equipment: Counsel to the U.S. equity investors in a financing involving passenger rolling stock with on-board control equipment.
Train Ticketing and Passenger Information System: Counsel to the U.S. equity investors in a cross-border sale and leaseback transaction on ticketing and passenger information systems related to high-speed passenger trains for the French national railway.
Transit Buses: Counsel to U.S. equity investors in numerous leveraged lease transactions involving commuter buses operated by domestic municipal transit agencies.
Vessels: Counsel to the U.S. equity investors in purchases of foreign flagged vessels subject to leveraged leases. Represented the U.S. equity investors in purchases of portfolios of Jones Act barges subject to leveraged leases.
Wastewater Collector Systems: Counsel to the U.S. equity investors in a series of financing transactions involving wastewater collection systems operated by various municipalities in Belgium.
Presentations and Speaking Engagements
Mr. Kline is a frequent speaker and author on renewable energy, project development and finance. Recent publications include Solar City May Be Subject to “Light-Handed” Retail Regulation in Arizona, National Law Review (June 2010), Financing Alternative Energy in 2010 and Beyond: New Incentives for New Priorities, Journal of Equipment Lease Financing (Volume 28 – Number 2, Spring 2010); Renewable Portfolio Standards, Regulatory Requirements and Turbine Opportunities, Turbomachinery International (July/August 2008); Mitigating Change-in-law Risk Associated with RECs; North American Clean Energy (July/August 2009, Volume 3, Number 4). Recent external speaking engagements include:
Distributed Solar East 2011, June 8-10, 2011, Newark, NJ, Renewable Energy Project Finance (Co-Chair).
3rd Annual Renewable Energy Finance Forum, West, September 29-30, 2010, San Francisco, CA, Global & Domestic Market Drivers.
30th Annual Bonbright Center Electric and Natural Gas Conference, September 23-24, 2010, Atlanta, GA, A “Drill Down” on Solar Development.
Solar Power Finance & Investment Summit, March 17-19, 2010, San Diego, CA, The State of the Solar Industry.
3rd Concentrated Solar Power Summit U.S., June 30-July 1, 2009, San Francisco, CA, Getting Finance In An Economic Downturn.
Equipment Leasing and Finance Association, Legal Forum–Adding Value During Challenging Times: Adapting to the New Environment, April 2009, Orlando, FL; The Green New Deal: Renewable Energy Finance Opportunities.
Projects & Money 2009, New Orleans, LA, January 2009; Emerging Energy Technologies – Solar Power Outlook.
Electric Power Research Institute, Washington, D.C., October 2008; R&D Needs for Waterpower Development: A Workshop – Investment Community Perspectives.
U.S. Solar Power and Investment Symposium, New York, NY, October 2008; Credit and Asset Due Diligence.
Equipment Leasing and Finance Association 47th Annual Convention, New Orleans, LA, October 2008; Financing Renewable & Alternative Energy Projects.
Credit Finance Association of Korea, New York, NY, August 2008, Financing Renewable & Alternative Energy Projects.
Green 4 Retail – The First Green Conference, Chicago, IL, June 2008, Renewable Energy Options: Solar Power and the Financial Implications.
Equipment Leasing & Finance Association Legal Forum, Chicago, IL, May 2008, Understanding Renewable & Alternative Energy Incentives & Project Finance.
Infocast Solar Power Project Finance Workshop, San Diego, CA, April 2008, Project Finance Due Diligence.
Infocast Solar Project Finance & Investment Summit, San Diego, CA, April 2008, Project Finance Lenders’ Perspective.
National Hydropower Conference, Washington, D.C., April 2008, Moving Business Forward in New Technologies.
Equipment Leasing & Finance Foundation, Webinar, March 2008, The Future of Alternative Energy Equipment Financing.
47th Annual ELFA Convention, Orlando, FL, October 2007, Current Legislative Incentives for Renewable Energy Finance.
Solar Power Project Development & Finance Tutorial, San Diego, CA, November 2007, State Renewable Portfolio Standards, Rebates and Incentives.
9th Annual Structured Finance Institute (“SFI”) Structured Asset Finance and Leasing Conference, Paris, France, October 2005.
15th Annual SFI Cross-Border Leasing and Structured Finance Conference, New York City, NY, April 2004.
7th Annual SFI European Cross-Border Conference, Paris, France, October 2003.
14th Annual SFI Cross-Border Leasing and Structured Finance Conference, New York City, NY, April 2003.
8th Annual Euromoney Big Ticket Leasing Convention, London, England, March 2003.
6th Annual SFI European Cross-Border Conference, Paris, France, October 2002.
13th Annual SFI U.S. Cross-Border Leasing and Structured Finance Conference, New York, NY.