Troutman Sanders’ track record for providing innovative infrastructure development and finance solutions is rooted in its longstanding counsel to many parties in the electric power industry.  Out of this practice we became actively involved in the growth of the independent power industry in the early 1980s.  Building on these early experiences, Troutman Sanders has developed a dynamic, worldwide project development and finance practice serving utilities, utility holding companies, and non-utilities alike.

We have helped clients raise more than $25 billion in non-recourse and limited recourse project and acquisition debt – in addition to corporate-style debt and equity financings.  Just over the past several years, we have assisted clients in the development, acquisition and financing of more than 400 electric power stations world-wide.

Troutman attorneys have experience across a wide range of transactions and ownership structures, including:

• Joint development arrangements;
• Generating facility undivided interests;
• Joint ownership arrangements (e.g., in which the joint ventures own shares in a project company, which in turn owns the generating facility);
• Holding company structures with shareholder, joint venture or limited liability company agreements among the owners;
• Traditional joint ventures;
• Partnerships and limited partnerships; and
• Joint tenancies and tenancies in common.
  
  Troutman Sanders has served as corporate and regulatory counsel on numerous mergers, acquisitions, and asset transactions in the energy industry, including:
• Alpha Natural Resource’s acquisition of Massey Energy
• PNM Resources’ joint venture with Cascade Investment LLC.
• PNM Resources’ acquisition of TNP Enterprises, Inc.
• Sale of International Transmission Company to KKR.
• Sale of SEMCO Energy to Cap Rock Holdings.
• Ameren’s purchase of Illinois Power’s T&D assets.
• Representation of an underwriter regarding transmission company IPO.
• Sale of the Clinton Nuclear Generating Station.
• Purchase of generating assets by Mirant in New York, California, PJM and New England.
• Financing of an $875 million, 1200 MW gas-powered CCGT Plant for the supply of electricity and steam to BP Chemicals in Hull, England.
• Proposal to acquire an interest in the 1,024 MW Kot Addu energy complex in Punjab Province that was privatized by the Government of Pakistan.
• $2.75 billion acquisition of an 80 percent interest in Consolidated Electric Power Asia Limited (CEPA), located in China, at the time the largest independent power producer in Asia.
• Development and construction of a 166 MW coal-fired generating facility, a 162 MW coal-fired generating facility, and a 240 MW combined-cycle natural gas-fired electricity generation facility, near Mejillones, Chile.        
  

In addition, Troutman Sanders attorneys offer a variety of tools to assist financial institutions in deciphering the energy industry and regulatory landscape. For example, we advised a large hedge fund in relation to a proposed merger of major utility companies. We were hired to analyze the deal, incorporate our industry expertise and knowledge of the regulatory environment into a functioning financial tool. After creating a proprietary analytical framework that calculated value, risk, and the statistical likelihood of the merger being completed, our attorneys successfully identified many of the subsequent events and the final outcome.  

Our attorneys have also analyzed the competitive market concentration impact of numerous proposed electric generation transactions using FERC’s “Delivered Price Test.”  This modeling capability provides decision-makers accurate predictions of the hurdles they will face seeking regulatory approval for the transaction – regulatory hurdles that can make or break a deal.

Representative Engagements in the U.S.

Massey Energy Co.  In 2011, the firm represented Massey Energy when it was acquired by Alpha National Resources for $7.1 billion in cash and stock transactions.  In 2010, the firm represented Massey Energy when it acquired Cumberland Resources Corp. for $960 million.  The firm also represented Massey Energy Co. with the selling of $850 million in common stock and convertible debt in two securities sales.

SilvaGas Corporation.  In 2009, the firm represented SilvaGas Corporation and its commercial-scale biomass gasification technology when it was acquired by Rentech, Inc.

Project Cimarron (formerly known as Helios). Counsel to Southern Company and Southern Renewable, Inc. (as manager of Southern Turner Renewable Energy) in the acquisition from First Solar of the Cimarron I 30 MW solar project to be built in New Mexico. Structured the joint venture between Southern and Turner, and negotiated the key agreements, including EPC, O&M. real estate and acquisition documents.

Due Diligence for Southern Power. Counsel to Southern Power and Southern Energy In due diligence most recently related to Project Mason Dixon, Project E, Project Wildcat and Project Road Runner.

Acquisition of DeSoto and Rowan. Counsel to Southern Power in structuring and negotiating its $410 million acquisition of DeSoto County Generating Company, LLC and Rowan County Power LLC from a subsidiary of Progress Energy, Inc. Also involved in due diligence and obtaining the approval of FERC and the North Carolina Utilities Commission as well as the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Stanton Energy Center. Counsel to Southern Power and its subsidiaries in its negotiation of a joint ownership arrangement and power purchase agreements with Orlando Utilities Commission, Kissimmee Utility Authority, and Florida Municipal Power Agency for the construction of a 633 MW gas-fired electric generation facility at an existing power plant site. Undue regulatory burden caused the IGCC to be cancelled.

Mirant. Counsel for independent power provider and its subsidiaries in connection with $2.65 billion acquisition and financing of assets from Pepco in the Mid-Atlantic region. The representation included drafting and negotiating financing agreements, real estate documents, capital contribution agreements, inter-company notes and services agreements, and related documentation.  The firm advised on all aspects of the acquisition, including acquisition financing through a leveraged lease structure.  The firm also was counsel to Mirant Corporation in its acquisition of assets located in New York, California and New England.

FPL Energy - Point Beach/Wisconsin Electric Power Company. 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.

New Mexico Natural Gas Operations Sale. Counsel to PNM in its $620 million sale of its natural gas operations to a utility holding company with natural gas operations in Alaska and Michigan.

Formation of EnergyCo. Counsel to PNM Resources with respect to the establishment and formation of EnergyCo, a first-of-its-kind joint venture between PNM Resources and Cascade Investment LLC.

Sale of Energy Trading Assets. Counsel to PNM Resources in sale of portfolio of energy trading assets, including drafting and negotiation of purchase and sale agreement, ancillary documentation and closing of the transaction.

Cap Rock Holding. Counsel to SEMCO Energy with regard to its agreement to be acquired by Cap Rock Holding of Midland, Texas, for $867 million. The cash acquisition featured a 37% premium to market, a 33% secured shared premium for shareholders, and the first-ever provision for a post-signing "go-shop" period in a utility acquisition.

$202.5 Million Acquisition of a North Texas Electric Utility. Counsel to PNM Resources in its proposed acquisition of a regulated Texas electric delivery business.

Birchwood, Virginia Power Project. Counsel to the developer of a 242 MW coal-fired cogeneration project in Virginia in all aspects of the development, finance and construction of the project. The Firm represented the client in its original sell-down of 50 percent of its partnership interest, and subsequently represented the client in the sale of its remaining 50 percent partnership interest in the facility. The Firm continues to act as Project Counsel.

Brazos, Texas Power Project. Counsel for an energy company in connection with the greenfield engineering, procurement and construction of a 538 MW gas-fired power generation facility in Brazos, Texas. This transaction took a multi-prime approach, whereby the client separately contracted with the turbine vendor, so that the scope of work of the EPC Contractor (Lockwood Greene) was limited to balance of plant and final testing.

Clover Power Station. In two separate transactions, counsel to an institutional lender and an affiliate of a large automobile manufacturer in the purchase, through two $350 million Pickle-Dole lease-leasebacks, of tax benefits associated with two 465 MW coal-fired electric generating facilities in Halifax County, Virginia.

Cross-Border Lease Refinancing. Counsel to an independent power producer in its issuance of $153 million Senior Notes in a private placement to institutional investors and contemporaneous syndicated Term Loan in the amount of $110 million, for refinancing of existing debt and for investment in a cross border lease transaction of energy distribution facilities.

Genco Debt Financings. Counsel to an independent power producer in structuring and creating a power generating company and in negotiating a $1.45 billion bank financing for its subsidiaries’ operations in California, New York, New England, Indiana, Texas and Wisconsin. We subsequently represented the same client in issuing and selling $2.5 billion of unsecured senior notes under Rule 144A with registration rights.

Hardee Power Synthetic Lease Financing. Counsel to an independent power producer as lessee in the $40 million synthetic lease financing of two gas turbines from the 360 MW gas-fired Hardee Power Station in Florida. Representation included negotiation and drafting of the facility lease and participation agreement, sponsor support agreements and security and pledge agreements.

Kincaid Bond Financing. Counsel to the lead underwriter in a $265 million Rule 144A bond offering used to purchase and refurbish the 1,100 MW Kincaid coal-fired power plant in Illinois. The representation included the negotiation and drafting of the trust indenture and cash management and equity support arrangements.

Oil and Gas Convertible Debt Financing. Counsel to an oil and gas company in a $33 million secured convertible debt financing, including drafting and negotiating debt, security and equity agreements.

Power the Future Project. Counsel to an independent power producer and its affiliates in the on-going development and lease structuring of 2,300 MW of new gas and coal-fired power plants in Wisconsin, including negotiation and drafting of facility leases, ground leases, common facilities agreements and operation and maintenance agreements. In addition, the Firm represented the independent power producer in the non-recourse project financing of the first two gas-fired units.

Tenaska Partners Project Financing. Counsel to the arranger, issuing bank and agent in the $380 million project financing of a 830 MW gas-fired power plant in Texas. Representation included the negotiation and drafting of construction and term loans, letter of credit and working capital facilities, equity contribution and sponsor support agreements, security agreements and third-party consents and amendments to project agreements.

Clinton Nuclear Generating Station Sale.  The firm served as counsel to Illinois Power Company in connection with the sale of the Clinton Nuclear Power Station, negotiation of the definitive asset purchase agreement and advice concerning U.S. Nuclear Regulatory Commission approval to transfer the operating license.

Commonwealth Electric Co. & Eastern Utilities Associates Acquisition.  The firm represented an independent power producer in the $537 million acquisition of 1,245 MW of electric generating facilities from COM/Electric and EUA in Massachusetts. The firm advised on all aspects of the acquisition, including regulatory, labor and environmental. The firm also advised on fuel supply and power marketing agreements with an affiliated power marketer and advised on debt financing through an umbrella generating company.

Georgia Power.  The firm represented Georgia Power with agreement with a consortium of Westinghouse Electric Company LLC and Stone & Webster, Inc. to add two new AP1000 Nuclear Power Reactors to existing Plant Vogtle in Georgia.

Illinova Corporation Merger.  The firm represented Illinova Corporation in its merger of equals with Dynegy, Inc. in a transaction valued at $7.1 billion including control of Illinova's subsidiary, Illinois Power, together with its generation capacity and transmission and distribution systems. The firm advised on all aspects of the transaction, including the contemporaneous sale to an unrelated party of Illinois Power's operating nuclear power generating station.

Mid-Georgia Cogen Project.  The firm represented a utility company in the negotiation of a power purchase agreement for the purchase of 300 MW of capacity and associated energy from a independent power producer in Houston County, Georgia.

Millennium Morris.  The firm represented an independent power producer in acquiring the 117 MW inside the fence cogeneration facility located in Morris, Illinois and in assuming its project-based financing.

Mobile Energy Services.  The firm represented an independent power producer in the acquisition of an energy complex at Kimberly-Clark Corporation's pulp and paper mill in Mobile, Alabama. The project financing consisted of a registered public offering of approximately $255 million of first mortgage bonds and the refinancing of $85 million of tax exempt bonds. Subsequently, the firm represented the equity owners and the Operator of the energy complex in the Chapter 11 reorganization proceedings following the closure of the pulp mill by its owner.

NewPower Company Asset Acquisition.  The firm represented an electric utility in its formation of a natural gas marketing company and its acquisition of a substantial block of the natural gas retail customers and related intellectual property assets from The NewPower Company through a pre-packaged bankruptcy process. The firm advised on all aspects of the transaction, including designing the bankruptcy acquisition stalking-horse strategy and implementing the strategy in NewPower's bankruptcy case.

Oleander Acquisition.   The firm represented an electric utility holding company affiliate in connection with the 2005 acquisition of Oleander Power Project, L.P., owner of a nominal 680 MW simple-cycle combustion turbine facility located in Brevard County, Florida.   The firm advised on all aspects of the acquisition, including the negotiation and preparation of the membership interest purchase agreement.

Orange and Rockland Utilities & Consolidated Edison Company of New York Asset Acquisition.  The firm represented an independent power producer in the $476 million acquisition of 1,776 MW of electric generating facilities located in New York from Orange and Rockland Utilities, Inc. and Consolidated Edison Company of New York, Inc. The firm advised on all aspects of the acquisition, including fuel supply and power marketing agreements.

Pacific Gas and Electric Company Asset Acquisition.  The firm represented an independent power producer in its $801 million acquisition of 3,065 MW of electric generating facilities in California from Pacific Gas and Electric Company. The generating assets included the Potrero Power Plant in San Francisco, and the Pittsburg Plant and Contra Costa Plant near San Francisco.

Priest Rapids Hydroelectric Project.  The firm represented a leading North American Indian tribe in joint venture and development negotiations for the competitive licensing and acquisition of two major hydroelectric projects in the State of Washington.

Savannah Electric & Power Company Stock Acquisition. The firm represented a large investor-owned utility holding company regarding the acquisition of all of the outstanding common stock of Savannah Electric & Power Company in a transaction valued at $880 million. The firm advised on all aspects of the transaction, including obtaining SEC approval under the Public Utility Holding Company Act and financing part of the transaction with a new issuance of stock.

Shady Point Power Generation Facility.  The firm represented an independent power producer in the refinancing of its 320 MW cogeneration power plant in Oklahoma.

Southern California Public Power Authority.  The firm represented Southern California Public Power Authority in its negotiations with General Electric Company for the multi-million dollar purchase of four gas turbines for a new power project being built in Anaheim, California.

State Line Power Plant.  The firm represented an independent power producer in the purchase, refurbishment and operation of the 490 MW State Line coal-fired power plant located in Hammond, Indiana from Commonwealth Edison following a competitive bid process. The firm assisted in obtaining approvals from the FERC and the Indiana Utility Regulatory Commission.

TECO Section 29 Asset Acquisition.  A member of the firm represented an independent power producer in the purchase of Section 29 binder plants in West Virginia and Utah. Representation included the negotiation and drafting of the purchase and sale agreements and associated documentation.

Energy Marketing Joint Venture.  The firm represented a power marketer affiliated with a U.S. utility in the establishment of a joint venture combining that power marketer’s energy trading and marketing business with the natural gas trading and marketing business of one of the leading independent natural gas exploration, production and marketing companies in the U.S.

PPAs. Counsel to many energy companies in PPA drafting and negotiation including Southern Power PPAs (as seller) with Progress Energy Carolina for various products; Southern Power PPA (as Seller) with NCMPA1; Tampa Electric PPA (as buyer) with Calpine Energy Services; Georgia Power RFP PPAs (as buyer) for various products; Wisconsin Electric PPAs (as seller and buyer) for various products; PNM Resources PPA (as buyer and seller) of various products; Ameren Illinois Utility (as Buyer), as well as energy supply agreements for smaller biomass and solar developers at industrial sites.

Representative International Engagements

Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P.  The firm represented Carlyle Asia Growth Partners III, L.P. and CAGP III co-Investment, L.P. in completing their US$21 million investment in China New Energy Holdings Limited, an exempted Cayman Islands limited liability company, which engages in the business of producing biodiesel, glycerol and rubber agents from palm acid oil, used cooling oil and waste animal and plant oils in the Zhejiang province of China.

RSX.  The firm represented RSX Energy in the US$111 million acquisition by Talisman Energy, Inc.

Trigen Energy Corporation Asset Sale.  The firm represented the independent directors of Trigen Energy Corporation in its sale of the independent power producer to a French utility. The firm advised the independent directors, who had control of the deal, on all aspects of the transaction.