United States
Members of Troutman Sanders' Project Development & Finance Group have represented clients in a large number of independent power and other infrastructure-related projects. The following illustrates the diversity and depth of the experience of the Project Development and Finance Group's lawyers in the United States over the past several years:
Allegheny Heights Project. The Firm is representing an independent power producer in the licensing of a 100 MW wind powered electric generating facility to be located in Garrett County, Maryland.
Birchwood Project. The Firm represented the developer of a 220 MW coal-fired cogeneration project in Virginia in all aspects of the development, finance and construction of the project and in the subsequent sale of a 50 percent ownership interest in the project.
Clover Power Station. In two separate transactions, the Firm represented an institutional lender and an affiliate of a large automobile manufacturer in the purchase, through two US$350 million Pickle-Dole lease-leasebacks, of tax benefits associated with two 465 MW coal-fired electric generating facilities in Halifax County, Virginia.
Commonwealth Electric Co. & Eastern Utilities Associates Acquisition. The Firm represented an independent power producer in the US$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.
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.
Genco Debt Financings. The Firm represented an independent power producer in structuring and creating the generating company and in negotiating a US$1.45 billion bank financing for its subsidiaries' operations in California, New York, New England, Indiana, Texas and Wisconsin and in issuing and selling US$1.25 billion of senior notes in the capital markets.
Genco Revolving Credit Facility. The Firm represented an electric utility holding company affiliate structuring, negotiating and documenting an US$850 million revolving credit facility for the construction and acquisition of gas-fired electric generating plants.
Griffith Energy Project. The Firm represented an independent power producer in development of a 650 MW merchant gas-fired electric generating facility in Kingman, Arizona. The Firm advised the client on all aspects of project development, including all EPC contract work and the sale of a 50 percent equity interest to a development partner.
Hardee Power Synthetic Lease Financing. A member of the Firm represented an independent power producer as lessee in the US$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.*
Illinova Corporation Merger. The Firm represented Illinova Corporation in its merger of equals with Dynegy, Inc. in a transaction valued at US$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.
Independent Power Producer Spin-Off and Initial Public Offering. The Firm represented the parent company of an independent power producer when it spun-off that entity, then valued at approximately US$10 billion. The Firm also represented the independent power producer in its initial public offering of 20 percent of its shares for approximately US$1.8 billion.
Kincaid Bond Financing. A member of the Firm represented the lead underwriter in a US$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.*
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 US$255 million of first mortgage bonds and the refinancing of US$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.
Orange and Rockland Utilities & Consolidated Edison Company of New York Asset Acquisition. The Firm represented an independent power producer in the US$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 US$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.
Parlin and Newark Projects. The Firm represented the owner of the Parlin and Newark, New Jersey gas-fired cogeneration facilities in refinancing the debt of the projects. The representation included renegotiating the loan agreements.
Potomac Electric Power Company Asset Acquisition. The Firm represented an independent power producer in the US$2.65 billion acquisition of over 5,000 MW of coal, oil and gas-fired electric generating facilities in Maryland and Virginia from Potomac Electric Power Company, as well as the lease of electric generating facilities in the District of Columbia. The Firm advised on all aspects of the acquisition, including acquisition financing through a leveraged lease structure.
Power the Future Project. The Firm represents an independent power producer and its affiliates in the on-going development and lease structuring of 2,800 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.
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 US$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.
Stanton Energy Center. The Firm represented an electric utility holding company affiliate in its negotiation of a joint ownership arrangement and power purchase agreements with Orlando Utilities Commission, Kissimee 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.
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.*
Tenaska Partners Project Financing. A member of the Firm represented the arranger, issuing bank and agent in the US$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 and the representation of the agent in connection with all consents, amendments and bank participations required after financial close but before conversion.*
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.
In addition to the specific projects identified above, the Firm has represented clients in the U.S. in the following types of transactions:
Energy Trading and Marketing Practice (Wholesale and Retail). The Firm has developed tolling agreements for the exchange of energy commodities on either a real time or a temporal or distance deferred basis. In support of the various master documents prepared by the Firm for energy trading and marketing activities, the Firm has also developed and negotiated collateralization and securitization agreements, foreign exchange and interest rate swaps, parent guarantees and other credit instruments.
Generation and Transmission Asset Restructuring. The Firm represents, on an ongoing basis, a number of electric utilities in their efforts to spin-off or otherwise restructure the ownership of electric generation and transmission assets to affiliated and non-affiliated, non-regulated companies. These representations include structuring, negotiation of asset and power sales agreements, financing agreements and federal and state regulatory compliance.
Inside the Fence Projects. The Firm represents, on an ongoing basis, two independent power producers that pursue "inside the fence" independent power and cogeneration projects. Power and steam sales from these facilities serve various industries, including refineries, pulp and paper mills and chemical plants. The Firm's activities include all aspects of these projects.
Long Term Parts and Services Agreements. The Firm has represented multiple clients in negotiations with various vendors in connection with over US$4.5 billion worth of long term parts and services agreements for over 120 gas turbines and 70 steam turbines, including transactions in Europe, Jamaica and Chile in addition to those in the U.S.
Nuclear Facility Transactions. The Firm has expertise in all facets of the nuclear power industry, representing both owners and operators of nuclear generation assets in connection with their construction, operation and decommissioning programs. The Firm has represented a Midwest utility with the sale of a commercial nuclear power facility to an independent power producer, an owner of a high level nuclear waste storage facility with the potential sale of that facility, a bidder for the acquisition of nuclear generation assets in the Northeast and the developer of a high level nuclear waste dry cask storage facility.
Power Generation Equipment Procurement Projects. The Firm represented a U.S. independent power company in the negotiation and conclusion of a series of transactions culminating in their purchase of over US$1 billion dollars worth of power generation equipment from vendors in the U.S. and Japan.
Project Development Activities. In the United States, the Firm has represented clients in projects proposed for development and/or under development in Alabama, Arizona, California, Connecticut, Florida, Georgia, Indiana, Louisiana, Maryland, Massachusetts, Michigan, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Oregon, Pennsylvania, Rhode Island, Texas, Virginia, Washington and Wisconsin. Proposed steam hosts and retail customers include companies in the petrochemical, pharmaceutical, wood products and mining industries.
Project Owner Representation. The Firm represents, on an ongoing basis, various project entities that own generating facilities in Alabama, Arizona, California, Indiana, Maryland, Massachusetts, New Jersey, New York, Pennsylvania, and Virginia. The Firm advises these entities on a variety of matters, including compliance with, amendments to, disputes under, and filings under various project documents, such as financing documents, offtake agreements, fuel contracts and vendor contracts.
Requests for Proposals. The Firm has significant experience in development of requests for proposals for peaking and intermediate resources to be supplied by independent power producers, utility companies and power marketers. The Firm has represented major electric utility companies in the development of principal terms and conditions of power purchase agreements and options agreements included in the solicitations.
Tribal Power Development. The Firm represents, on an ongoing basis, a number of North American Indian tribes in their efforts to develop natural gas and coal-fired electric generation in Indian Country throughout the United States.
*Transaction led by a partner in the Troutman Sanders' Project Development and Finance Group prior to joining the Firm