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:
$202.5 Million Acquisition of a North Texas Electric Utility. Advised New Mexico Energy Holding Company with its proposed acquisition of a regulated Texas electric delivery business.
Birchwood, Virginia Power Project. The Firm represented 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. Lead 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.
CERs, ERUs and VERs. Provided guidance and advice on the secondary trading of Certified Emissions Reductions (CERs) and Emission Reduction Units (ERUs); voluntary offset markets and trading in verified emission reductions (VERs); and corporate climate change policies and carbon trading strategies.
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.
Construction and Acquisition Revolving Credit Facility. The Firm represented an unregulated wholesale power seller in structuring, negotiating and documenting a US$850 million revolving credit facility for the construction and acquisition of gas-fired electric generating plants in the Southeastern United States.
Cross-Border Lease Refinancing. The Firm represented an independent power producer in its issuance of US$153 million Senior Notes in a private placement to institutional investors and contemporaneous syndicated Term Loan in the amount of US$110 million, for refinancing of existing debt and for investment in a cross border lease transaction of energy distribution facilities.
Genco Debt Financings. The Firm represented an independent power producer in structuring and creating a power 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. We subsequently represented the same client in issuing and selling US$2.5 billion of unsecured senior notes under Rule 144A with registration rights.
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.
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.
Kyoto Protocol and Cross-Boarder Trading. Provided guidance and advice regarding the Kyoto Protocol and cross-border trading of Assigned Amount Units (AAUs).
New Mexico Natural Gas Operations Sale. $620 Million Sale of the Natural Gas Operations of a New Mexico Energy Holding Company to a National Natural Gas Distributor - Advised a New Mexico utility in its sale of its natural gas operations to a utility holding company with natural gas operations in Alaska and Michigan.
Oil and Gas Convertible Debt Financing. Members of the Firm represented 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. The Firm represented 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.
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, 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.
Swaps, Derivatives and Financial Products. Represented clients in various matters pertaining to swaps, derivatives and financial products, specifically: 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.
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.