Transmission Development & Construction
Troutman Sanders is an industry leader in the provision of legal services to transmission developers (utilities and/or independent parties), EPC contractors, financial institutions, tower manufacturers and other transmission-related service providers. The firm is well-positioned to serve clients involved in the ongoing U.S. transmission build-out which is estimated to require approximately $300 billion in new construction between 2010 and 2030.[1]
Our team is unique in that it combines the skill sets of attorneys who have vast experience in core business counseling for utilities and other power providers, with the skill sets of EPC, construction, environmental and real estate lawyers.
Notably, the firm has represented utilities in the electric industry since the 1920s on both electric generation and transmission matters. In transmission, the firm’s representations include major M&A transactions, all aspects of project development and ownership arrangements, line siting and permitting, EPC contracting, project trouble-shooting to avoid disputes, and construction ADR and litigation when disputes cannot be avoided. We have helped clients build transmission lines to serve traditional utility needs, to serve independent power producers, to serve renewable energy plants, and for purely merchant purposes.
We are especially skilled in the following areas:
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Obtaining federal and state regulatory approvals (covering ratemaking, financial, siting, and environmental);
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Front-end development contracting, including project development and ownership arrangements;
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EPC and other contracting and procurement agreements;
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Corporate structuring;
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Real estate and ROW acquisitions;
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Financing; and
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Construction ADR and litigation.
Our Construction and Energy Law teams are nationally ranked. Several of our lawyers are former construction contractors, engineers, and federal transmission regulators. We advise clients in all project phases, including pre-construction planning, contract negotiation, tailoring project documentation systems, problem-solving during construction, project closeout, and claims and dispute resolution and management.
Contract Preparation and Negotiation. We prepare and negotiate complex design and construction contracts, whether based upon lump sum, unit prices, guaranteed maximum price, cost plus, cost plus fixed fee, cost plus percentage of cost, target pricing, incentive contracts or other contract types. Although many energy-related contracts are “custom” documents and do not track construction industry standard form agreements, our attorneys are familiar with all of the standard industry forms including: American Institute of Architects (AIA), the ConsensusDOCS, Design Build Institute of America (DBIA), Construction Management Association of America (CMAA), and the Engineers Joint Contracts Documents Committee (EJCDC).
Contract Review and Risk Assessment. We review proposed and existing contracts and suggest modifications and identify terms that present significant risks to our clients. Our attorneys propose procedures and document controls to then manage and minimize the cost and schedule risks imposed by those contract terms and conditions that cannot be negotiated away.
Project Delivery Systems. We advise and assist in selecting the full array of delivery systems, including the customary design-bid-build, fast-track construction, design/build (D/B), construction manager (CM agency and at-risk), engineer-procure-construct (EPC or turnkey), finance-design-build (FD/B), build-own-operate-transfer (BOOT), design-build-operate-maintain (D/BOM) as well as other forms of project delivery systems.
Project Controls and Best Practices. We advise clients in creating and maintaining project controls necessary to administer and manage the design and construction process. Our attorneys also provide advice and consultation based upon their experience to establish “best practices” in assisting clients to manage and minimize risks at all levels. We frequently conduct in-house training programs for clients interested in making certain that project managers are well-equipped to document and deal with the many risks present on every major construction project.
Preliminary Project Development
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We assist in creating all forms of special purpose entities, whether public authorities, joint ventures, limited liability companies, teaming arrangements, or quasi public agencies and authorities.
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Preparation of confidentiality agreements, engagement letters with consultants and legal and financial advisors, letters of intent and like agreements with potential business associates and customers.
Transmission Siting. The firm has acted as lead counsel for public utilities in condemnation proceedings to acquire property for electric substations, transmission lines, and communications facilities and in litigation matters involving real property associated with such matters.
Energy Project Debt & Equity Financing. Our lawyers work with our clients to arrange for the funding of project development including accessing capital markets, commercial banks, and other financial institutions. Moreover, Troutman represents lenders, borrowers, issuers and underwriters in furnishing or obtaining interim and permanent debt financing, including drafting bank information memoranda; offering memoranda and registration documentation, and drafting and negotiating financing term sheets, loan and security documentation and underwriting agreements. Group attorneys are experienced in a wide array of financing arrangements, including project loan syndications, hybrid project and corporate credit financings, private placements, public bond offerings, Rule 144A offerings, leveraged, synthetic and other lease financings, construction and term financing, bridge financing and various structured financing arrangements.
On the equity side, the firm represents clients regarding the purchase and sale of equity interests, including advice on applicable securities laws, preparation of registration statements and other disclosure documents, and preparation and negotiation of constituent documentation such as share purchase, shareholder and partnership agreements and joint ownership agreement.
See the team's key representations here.
[1] Source: Edison Electric Institute.