Richard
"Chip"
E.
Thompson
II
Partner
Practice Group Leader, International
Atlanta
New York
Business Phone:
212.704.6285 / 404.885.3634
Business Fax:
212.704.5993 / 404.962.6699
richard.thompson@troutmansanders.com
Vcard
Subject-Matter Expertise
International Business Transactions, Asset Acquisition and Sale Agreements, Stock Purchase and Sale Agreements, Shareholders Agreements, Partnership Agreements, Joint Venture Agreements, LLC Operating Agreements, Engineering, Procurement & Construction (EPC) Agreements, Bulk Equipment and Raw Materials Procurement Agreements, Long Term Service Agreements (LTSA), Long Term Maintenance Agreements, Contractual Services Agreements, Long Term Parts Supply Agreements, Power Purchase Agreements, Operations & Maintenance (O&M) Agreements, Fuel Supply Agreements, Steam Sales Agreements, Power Sales Agreements, Fuel Transportation Agreements, Consulting Agreements, Engineering Agreements, Service Agreements.
International Infrastructure Project Development: Mr. Thompson regularly represents infrastructure industry clients in their development of large and complex infrastructure projects on a worldwide basis. Sample transactions include:
Europe:
Lead counsel to company in Italy in connection with negotiation of multi-million Euro master long term services agreement for multiple gas turbines.
Lead counsel on transaction involving joint venture and engineering, procurement and construction (EPC)agreements for two combined-cycle gas-fired power projects in Italy. (Different client than above)
Lead counsel for transaction involving multi-million dollar cross-border purchase and sale of nine GE 9FA single-shaft power generation turbines for project development in Europe.
Lead counsel on transactions involving Euro-denominated long term service agreements for maintenance of European-based power generation equipment, sited for Norway and Italy.
Counsel to (with team of attorneys representing) an independent power developer in connection with its efforts to develop a 700 MW coal-fired power project in the Republic of Croatia.
Lead counsel on transaction involving proposed joint venture for development and financing of opportunities in the European natural gas trading and transportation industry.
Latin America:
Lead counsel on transactions involving the greenfield engineering, procurement and construction of a multi-million dollar CCGT electricity generation facility in the Republic of Chile. Lead counsel on long term maintenance agreement transaction for same.
Counsel on transaction involving complete development of multi-million dollar, 1,045 km cross-Andean gas pipeline project in Chile and Argentina, including negotiation of Engineering, Procurement and Construction Agreement, multi-lateral international Shareholders’ Agreement, Gas Transportation Agreement and Pipe Purchase Agreement.
Counsel to clients in Peru and Columbia on matters regarding turbine parts and services agreements.
Lead counsel to international gas company in connection with negotiation of long term maintenance contracts for five large frame gas turbines located at a nitrogen production facility in Cantarell, Mexico.
Counsel to client in its negotiation and execution of a detailed term sheet for an EPC Contract with Fluor Daniel to construct a 540 MW gas-fired power generation facility in Northern Mexico.
Lead counsel on transaction involving creation, negotiation and implementation of long term service agreement for CCGT energy generation facility in Mejillones, Chile.
Counsel to client in its negotiation and execution of an agreement to build and operate, in cooperation with local partners, a retail packaging printing facility in The Dominican Republic.
Asia:
Counsel to company developing inside-the-fence power projects in the Philippines and throughout Asia, including work on construction and operating, maintenance documentation.
Counsel to power company in India in connection with issues relating to power generation turbine maintenance and operation issues.
Counsel on transactions involving development and purchase of multi-million dollar electricity generation facilities in China.
Counsel on transactions involving proposed establishment of joint venture in Indonesia for the development of multiple power generation projects in Indonesia.
Greater Middle East:
Counsel to company in connection with two separate bidding processes for the acquisition of privatized power generation assets in Pakistan (Kot Addu and Jamshoro).
Counsel to company in Abu Dhabi in connection with their development of a power generation and desalination facility.
North America:
Lead project development counsel on transactions valued at over $1.3 billion, involving the re-powering of two gas-fired power generation facilities (over 1,000 MW) in Corpus Christi, Texas and the greenfield development of a simple-cycle (two GE LMS100s) facility in Laredo, Texas.
Counsel to a California developer in connection with the development of a 400MW gas-fired facility in Anaheim, California.
Lead counsel on transaction involving the greenfield engineering, procurement and construction of a power generation facility in Imperial, California, as well as the brown-field repowering engineering, procurement and construction of a second power generation facility in Southern California.
Counsel to client in connection with development of solar-powered facility in San Diego, California.
Lead counsel to Portland General Electric Company on transaction involving the greenfield engineering, procurement and construction of a $200 million gas-fired electricity generation facility in Port Westward, Oregon.
Lead counsel to Mirant Corporation on transaction involving the greenfield engineering, procurement and construction of a multi-million dollar gas-fired electricity generation facility in Bosque, Texas.
Lead counsel to Mirant Corporation on transaction involving the greenfield engineering, procurement and construction of $100 million-plus gas-fired electricity generation facility in Neenah, Wisconsin.
Lead counsel to PPL Global on transaction involving the greenfield engineering, procurement and construction of $100 million-plus gas-fired electricity generation facility in Griffith, Arizona.
Lead counsel on transaction involving the greenfield engineering, procurement and construction of $100 million-plus gas-fired electricity generation facility in Zeeland, Michigan.
Lead counsel for multiple transactions involving the purchase and sale of over $1 billion dollars worth of power generation equipment from General Electric Company and Mitsubishi Heavy Industries, Inc.
Counsel to power company in connection with development, structuring and negotiation of engineering, procurement and retrofit installation agreement for high-technology wet flue-gas desulfurization system for coal-fired generation facility.
Lead counsel in negotiation of turnkey EPC Agreement for the greenfield development of a multi-million dollar hazardous waste recycling facility in Arkansas.
Lead counsel in negotiation and implementation of turnkey engineer, procurement and installation agreement for installation of Selective Catalytic Reduction (SCR) systems into existing CCGT facilities in Massachusetts and California.
Lead counsel on multiple (30+) transactions, valued at over $7 billion dollars, for multiple energy industry clients involving creation, structuring and renegotiation of long term services agreements and O&M agreements for gas and steam turbines. Counterparties General Electric Company, Siemens, Mitsubishi, Wood Group and Pratt & Whitney. See LTSA Team profile link, below.
Lead counsel to major international energy company in connection with troubleshooting of issues and renegotiation of documentation for long term maintenance of three gas-fired power generation turbines.
Counsel to energy company in Canada in connection with negotiation of long term maintenance and parts agreement for power plant gas turbine.
Counsel to airport authority in Canada for development of documentation for long term maintenance of gas turbines for inside-the-fence heat and electricity generation station.
Counsel on team representing major U.S. water company in its bid to undertake a concession to overhaul, operate and maintain the City of Atlanta’s water supply system, reported to be the largest municipal water privatization in the U.S. to date (as of date of bid). Responsibilities included advising as to risks involved under City-proposed Operations and Maintenance Agreement.
Representative Experience
Corporate Mergers and Acquisitions: Regularly represents clients in connection with purchases and sales of assets or ownership share interests, on a worldwide basis. Sample transactions include:
Team counsel to energy company in its $405 million double acquisition of power generation facilities in Florida and North Carolina. Responsibility included negotiating and drafting ownership interest purchase agreements for client.
U.S. Counsel to Danish company in connection with transaction involving proposed multi-million share purchase acquisition of U.S. company with assets in United States, France and Germany.
Counsel to industrial company in connection with $206 million share purchase acquisition of major infrastructure project in Florida.
Lead counsel on multi-million transaction involving client’s divestment of share ownership interest in a project-financed power plant project in Kladno, Czech Republic, as held through Dutch, Spanish and Czech holding companies. Lead responsibility for drafting, negotiating and implementing multiple documents and instruments in connection with transaction.
Counsel on transaction involving client’s partnering with another major investor and jointly acquiring an ownership interest in a project in the Czech Republic. Responsible, in cooperation with other team members, for drafting, negotiation and organization of all documents and instruments in connection with same. Documentation included share issuance and investment agreements, pledge agreements, escrow agreements, opinion letters, corporate documentation, shareholders agreements, etc.
Counsel to a client in the Philippines in connection with proposed multi-million dollar corporate acquisition of a controlling interest a toll road project development company and a water supply system project development company. Led due diligence team and provided advice to management regarding potential transactional pitfalls.
Team Counsel on transaction involving $2.7 billion acquisition of Hong Kong-based, publicly-traded Bermuda corporation in the energy industry, with assets in China, Pakistan, Indonesia, The Philippines and Australia.
Corporate counsel in transaction involving a client’s $60 million purchase of former Enron-owned retail gas business in Georgia out of bankruptcy, through § 363 “stalking-horse” procedure.
Presentations and Speaking Engagements
Mr. Thompson is regularly asked to speak at conferences around the world on matters related to power project development, such as:
Lecturer, “Engineering, Procurement and Construction Agreements,” Power-Gen Competitive Power College, New Orleans, Louisiana (December 2007)
Panelist, “Power Turbine LTSAs – New Issues and Old Concerns,” Power-Gen International, Orlando, Florida (December 2004)
Presenter, “Turbine Maintenance Agreement – Key Considerations,” ASME Turbo Expo, Vienna, Austria (June 2004); Power-Gen Canada, Toronto, Canada (September 2004); Power-Gen Asia, Bangkok, Thailand (October 2004); Baltimore, Maryland (March 2004); Power-Gen International Conference, Las Vegas, Nevada (December 2003); Spanish Power & Gas Conference, Madrid, Spain (March 2003); Houston, Texas (March 2003)
Publications
Mr. Thompson is a leading author on articles regarding the complexities of high value contracts for the maintenance, parts and risk coverage of power turbines, including:
Author, "Minding the Gap: How to Negotiate Turbine Contracts, LTSAs and EPCs," Power Engineering Magazine (June 2005)
Co-author, “Avoiding Pitfalls in Service Contracts,” Turbomachinery International Magazine (October 2004)
Co-author, “Avoiding the Pitfalls – Plant Servicing Contracts,” Power Engineering International Magazine (May 2004)
Contributing author, “How to negotiate LTSAs Like a Pro,” Power Magazine (June 2004)
Co-author, “LTSAs: Avoiding Costly Pitfalls,” International Power Generation Magazine (May 2004)
Co-author, “Long Term Service Agreements: Top Ten Contractual Pitfalls and How to Avoid Them,” Power Engineering Magazine (February 2003)
Long Term Service Agreements: The "Top 10" Contractual Pitfalls and How to Avoid Them
Contratos de Servicio a Largo Plazos: Los "10 Escollos" Contractuales Principales y cómo Evitarlos
Download the LTSA Team profile PDF
Other Distinctions
Selected as One of Top Twenty Attorneys in Atlanta Under Age 40, Fulton County Daily Report (2004)
Selected as a "Rising Star" in Energy/Oil & Gas Law by Law & Politics and Atlanta Magazine (2005)
Selected as a Georgia Rising Star Super Lawyer for Energy & Natural Resources by Atlanta Magazine (2006 and 2007)
Work Experience
Partner, Troutman Sanders LLP, 2001-present
Associate, Troutman Sanders LLP, 1995-2000
Practice Group Leader, International Practice Group