Craig M. Kline

Partner

Executive Committee Member

San Francisco
New York
Business Phone: 415.477.5702
Business Fax: 415.477.5710

craig.kline@troutmansanders.com

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Craig Kline is a project finance lawyer. He founded and leads the firm's interdisciplinary Renewable Energy practice. Craig is the author of the solar energy portion of the ABA Treatise, The Law of Clean Energy, and is a Recognized Practitioner in Renewable Energy by Chambers and Partners. Craig is also a Fellow in the American College of Investment Counsel. He serves on the firm’s management committee and has been head of the firm’s Project Development, Acquisition and Finance practice. His practice is focused on domestic and cross-border project finance transactions, renewable energy transactions, structured finance and leveraged leasing. Craig has represented a wide variety of commercial and public institutions, including developers, utilities, lenders, issuers, investors, lessors, lessees, credit support providers and trustees. He also has experience with the securitization of financial assets, synthetic leasing, secured lending and bankruptcy.

Craig has advised clients on transactions involving a wide variety of assets and jurisdictions. He has advised in matters involving power and energy generation and distribution facilities (including renewable energy: solar, wind, battery storage and biomass facilities), aircraft, rolling stock and other rail equipment, vessels and other maritime assets, telecommunications equipment, real estate, waste facilities and manufacturing plants. In addition to U.S. domestic transactions, he has closed many cross-border transactions in connection with assets or counterparties located in, among other jurisdictions, Australia, Austria, Belgium, France, Germany, Hong Kong, Mexico, the Netherlands, Portugal, South Korea and the United Kingdom.

Craig has served as counsel in over 400 solar project transactions in the United States, including projects in Arizona, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Indiana, Maryland, Massachusetts, North Carolina, New Jersey, New Mexico, New York, Ohio, Oregon, Pennsylvania and Vermont. These transactions include both utility-scale power plants and customer-sited distributed generation systems. His experience with project finance structures includes construction finance, partnership flips and sale-leasebacks, leveraged transactions and take-out debt.

Representative Renewable Energy Matters

Solar Power:

General

  • Represented a financing party, whose aggregate investment balance exceeded $1 billion, through sale leaseback and partnership flip structures in connection with a developer’s bankruptcy. The financing party ultimately exercised its rights under a novel operational continuity program that our attorneys designed and documented.

Utility-Scale Projects

  • Represented a tax equity investor in connection with a partnership flip transaction for a 45 MW Arizona solar project and a 20 MW California solar project.
  • Advised a client in the negotiation and documentation of a complex construction and sale-leaseback finance facility, which required navigating novel state regulatory and permitting questions in a politically hostile environment in Vermont.
  • Represented the sponsor/lessee in the negotiation of a master lease financing facility of a combined 33 MW portfolio of ground-mounted solar projects located in Indiana and North Carolina.
  • Represented one of the nation’s largest banks in the financing of a 55 MW utility-scale solar facility (approximately $250 million in value) in New Mexico. The bank provided the construction financing and the long-term, tax-equity financing.
  • Represented one of the nation's largest bank-held equipment finance companies in connection with the construction finance and take-out equity finance of a 6 MW PV ground-mounted solar installation at Princeton University. The installation is one of the largest single solar installations at a U.S. college or university, with the potential to produce 8 million kWh per year.
  • Advised a major U.S. bank as construction lender and tax equity investor in a long-term sale-leaseback transaction of two ground-mounted 10 MW PV projects located in New Mexico to provide power to a major Southwestern utility.
  • Represented a New Jersey-based solar developer in the development and sale to a major utility of a 3+ MW PV ground-mounted facility.

Distributed Generation Projects

Craig has acted as counsel to some of the nation’s largest banks in the creation, negotiation and documentation of several solar PV funding programs providing debt and tax equity financing for rooftop and ground-mounted distributed generation systems, including:

  • Advised in the negotiation and documentation of three-tiered financing facilities covering several commercial and industrial (C&I) distributed generation projects sited throughout the United States. The representation involved the structuring and drafting of solar leases tailored to the distinctive regulatory landscapes of numerous states, the unique challenges of financing municipal offtake agreements, the negotiation of high-profile portfolio PPAs, the permitting and environmental obstacles presented by the development of landfill sites, and the navigation of new virtual net metering programs in multiple states.
  • In an extensive leaseback program for a distributed generation solar project, drafted and negotiated the project-level lease and security documents as well as amendments to the master lease financing documentation. Further, we leveraged our expertise in RES-BCT tariff and virtual net metering issues to effectively represent our client.
  • DG Program I: Through these programs, the tax equity investor invests in solar PV systems developed by a pioneer of the solar power purchase agreement (PPA) model. The financing structure Troutman Sanders helped to develop for this program in 2007 was used successfully for over nine years, pooling multiple solar systems into a single investment fund to simplify the development process and mobilize capital efficiently. Systems are subject to long-term PPAs with commercial and municipal (schools, utility districts, etc.) customers.
  • DG Program II: Launched in June 2009, this solar financing program was established to fund commercial scale solar systems developed one of the world’s most advanced module manufacturers and solar project developers. Troutman Sanders assisted the equity investor in this program in which the developer designs, builds, operates and maintains the customer-sited solar systems and sells power to its customers through long-term PPAs.
  • DG Program III: These programs have enabled some of the U.S.’s largest companies to install solar systems in order to reduce their electricity costs and environmental footprint. Troutman Sanders represented multiple investors in these programs, including helping to finance one of the largest rooftop solar PV projects in the United States on a site in New Jersey, as well as seven systems on major retail stores throughout Southern California.

Battery Storage

  • Counseled a start-up energy storage company.
  • Represented investor in battery storage in connection with battery supply, warranty, O&M, energy savings agreements and financing arrangements.
  • Advised a client on energy storage tax and commercial issues.

Other Representative Experience

  • Aircraft:  Counsel to purchasers in the acquisition of aircraft (including partnership interests) and U.S. equity investors in numerous leases of corporate and commercial aircraft.
  • Cross-Border Passenger/Freight Rolling Stock: Counsel to the U.S. equity investors in numerous cross-border financings of passenger and freight trains operated by railways located in Austria, Belgium, France, the United Kingdom, Germany, Portugal and Sweden.
  • Derivatives:  Counsel to multiple swap providers in interest rate swap transactions.
  • Electricity Distribution Systems: Counsel to the U.S. equity investors in the leveraged lease financing of electric distribution systems to several electric cooperatives located in Oklahoma.
  • Electrical Generation Facility: Counsel to the credit support provider in a sale and leaseback of electrical generation facilities in the United States.
  • Fare Collection Equipment: Counsel to the U.S. equity investor in a sale and leaseback transaction involving the automated fare collection equipment and computer-based train control equipment for a U.S. municipal transit corporation.
  • FCC Lease Spectrum Securitization:  Counsel to the lessee and user of FCC spectrum leases.
  • Freight Railcars:  Counsel to the U.S. equity investors in the purchase of freight railcars operated by U.S. common carriers.
  • Highway Toll Road Equipment: Counsel to the U.S. equity investor in a sale-leaseback of highway toll road information and fare collection systems located in South Korea.
  • Municipal Office and School Buildings: Counsel to the equity investor, a U.S. insurance company, in a sale-leaseback of municipal office buildings located in Germany.
  • Passenger Rail Equipment: Counsel to the U.S. equity investors and credit support providers in numerous lease transactions involving passenger rolling stock operated by domestic municipal transit agencies located in Massachusetts, California, Missouri, New Jersey, Ohio, Texas, Washington and the District of Columbia.
  • Petroleum Tanks: Counsel to the lessee in the lease financing of petroleum storage tanks.
  • Polyethyleneterephthalate (PET) Plant Synthetic Lease:  Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with an approximately $130 million synthetic lease financing of a PET facility in Germany, which included commercial loans and the issuance of commercial paper.
  • Production Facility Synthetic Lease:  Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with the refinancing of a $79 million synthetic lease financing of an ethylene production facility in the Netherlands.
  • Rail Maintenance Facilities:  Counsel to the U.S. equity investors in a financing involving passenger train maintenance facilities in Texas operated by a U.S. municipal transit agency.
  • Real Property Lease Securitization:  Counsel to the insurer of notes secured by a pool of real property leases.
  • Safe Harbor Lease (TBT) Equipment:  Counsel to the equity investors in several sale-leasebacks of rolling stock operated by municipal transit agencies, subject to existing TBT (safe harbor lease) financings.
  • Tenant Improvements:  Counsel to the lender in a sale-leaseback of tenant improvements to commercial real estate.
  • Train Control Equipment:  Counsel to the U.S. equity investors in a financing involving passenger rolling stock with on-board control equipment.
  • Train Ticketing and Passenger Information System:  Counsel to the U.S. equity investors in a cross-border sale and leaseback transaction on ticketing and passenger information systems related to high-speed passenger trains for the French national railway.
  • Transit Buses:  Counsel to U.S. equity investors in numerous leveraged lease transactions involving commuter buses operated by domestic municipal transit agencies.
  • Vessels:   Counsel to the U.S. equity investors in purchases of foreign flagged vessels subject to leveraged leases.  Represented the U.S. equity investors in purchases of portfolios of Jones Act barges subject to leveraged leases.
  • Wastewater Collector Systems:  Counsel to the U.S. equity investors in a series of financing transactions involving wastewater collection systems operated by various municipalities in Belgium.

Presentations and Speaking Engagements

Craig is a frequent speaker and author on renewable energy, project development and finance. Recent publications include Tax Credits and Effect on Investment in U.S. Renewable Energy Industry, American College of Investment Counsel (June 2015); Solar City May Be Subject to “Light-Handed” Retail Regulation in Arizona, National Law Review (June 2010); Financing Alternative Energy in 2010 and Beyond: New Incentives for New Priorities, Journal of Equipment Lease Financing (Volume 28 – Number 2, Spring 2010); Renewable Portfolio Standards, Regulatory Requirements and Turbine Opportunities, Turbomachinery International (July/August 2008); Mitigating Change-in-law Risk Associated with RECs, North American Clean Energy (July/August 2009, Volume 3, Number 4).  Recent external speaking engagements include:

  • Infocast Solar Power Finance & Investment Summit, March 23-26, 2015, San Diego, CA, The ITC Step-Down - What Will Be the Impact on Financing (Moderator).
  • Infocast Distributed Solar West Summit, September 17-19, 2014, San Diego, CA, Tax Equity Outlook for 2015 and the Impact of the ITC (Moderator).
  • IMN 1st Annual Sunshine Backed Bonds Conference, May 3, 2013, New York, NY, Alternative Energy Providers' Roundtable (Solar, Wind, Turbine): Financing Considerations and Assessing Options for Lowering Cost of Capital (Moderator).
  • Infocast Solar Power Finance & Investment, March 18-21, 2013, San Diego, CA, Strategies for Financing 2-20 MW Scale Projects (Moderator).
  • SEIA Solar Finance Seminar & Tax Workshop, February 27-28, 2013 New York, NY, Doing Deals with Commercial Customers (Moderator).
  • Infocast Utility Scale Solar, October 9-12, 2012, San Diego, CA, Tax Equity in a Post-Tax Grant World (Moderator).
  • Infocast Distributed Solar East 2012, April 25-27, 2012, Somerset, NJ, Asset and Portfolio Capital Providers’ Appetite for Investing in Distributed Solar (Chair & Moderator).
  • Infocast Distributed Solar East 2011, June 8-10, 2011, Newark, NJ, Renewable Energy Project Finance (Co-Chair).
  • 3rd Annual Renewable Energy Finance Forum, West, September 29-30, 2010, San Francisco, CA, Global & Domestic Market Drivers.
  • 30th Annual Bonbright Center Electric and Natural Gas Conference, September 23-24, 2010, Atlanta, GA, A “Drill Down” on Solar Development.
  • Infocast Solar Power Finance & Investment Summit, March 17-19, 2010, San Diego, CA, The State of the Solar Industry.
  • 3rd Concentrated Solar Power Summit U.S., June 30-July 1, 2009, San Francisco, CA, Getting Finance In An Economic Downturn.
  • Equipment Leasing and Finance Association, Legal Forum–Adding Value During Challenging Times: Adapting to the New Environment, April 2009, Orlando, FL; The Green New Deal: Renewable Energy Finance Opportunities.
  • Infocast Projects & Money 2009, New Orleans, LA, January 2009; Emerging Energy Technologies – Solar Power Outlook.
  • Electric Power Research Institute, Washington, D.C., October 2008; R&D Needs for Waterpower Development:  A Workshop – Investment Community Perspectives.
  • U.S. Solar Power and Investment Symposium, New York, NY, October 2008; Credit and Asset Due Diligence.
  • Equipment Leasing and Finance Association 47th Annual Convention, New Orleans, LA, October 2008; Financing Renewable & Alternative Energy Projects.
  • Credit Finance Association of Korea, New York, NY, August 2008, Financing Renewable & Alternative Energy Projects.
  • Green 4 Retail – The First Green Conference, Chicago, IL, June 2008, Renewable Energy Options:  Solar Power and the Financial Implications.
  • Equipment Leasing & Finance Association Legal Forum, Chicago, IL, May 2008, Understanding Renewable & Alternative Energy Incentives & Project Finance.
  • Infocast Solar Power Project Finance Workshop, San Diego, CA, April 2008, Project Finance Due Diligence.
  • Infocast Solar Project Finance & Investment Summit, San Diego, CA, April 2008, Project Finance Lenders’ Perspective.
  • National Hydropower Conference, Washington, D.C., April 2008, Moving Business Forward in New Technologies.
  • Equipment Leasing & Finance Foundation, Webinar, March 2008, The Future of Alternative Energy Equipment Financing.
  • 47th Annual ELFA Convention, Orlando, FL, October 2007, Current Legislative Incentives for Renewable Energy Finance.
  • Solar Power Project Development & Finance Tutorial, San Diego, CA, November 2007, State Renewable Portfolio Standards, Rebates and Incentives.
  • 9th Annual Structured Finance Institute (“SFI”) Structured Asset Finance and Leasing Conference, Paris, France, October 2005.
  • 15th Annual SFI Cross-Border Leasing and Structured Finance Conference, New York City, NY, April 2004.
  • 7th Annual SFI European Cross-Border Conference, Paris, France, October 2003.
  • 14th Annual SFI Cross-Border Leasing and Structured Finance Conference, New York City, NY, April 2003.
  • 8th Annual Euromoney Big Ticket Leasing Convention, London, England, March 2003.
  • 6th Annual SFI European Cross-Border Conference, Paris, France, October 2002.
  • 13th Annual SFI U.S. Cross-Border Leasing and Structured Finance Conference, New York, NY.

Professional and Community Involvement

  • American Bar Association
  • New York State Bar Association
  • The Aslan Project - Board Member

Rankings and Recognition

  • Selected as a Nationwide Noted Practitioner in Projects: Renewables and Alternative Energy by Chambers USA (2016)

Professional Experience

  • Partner, Troutman Sanders LLP, 2007-present
  • Partner, King & Spalding LLP, 2004-2007
  • Associate, King & Spalding LLP, 2001-2003
  • Associate, Watson, Farley & Williams, 1995-2001

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Education

  • University of Virginia, J.D., 1995
  • Rutgers College, B.A., 1991
  • Obirin Daigaku, 1990

Bar Admissions

  • New York

Court Admissions

  • U.S. District Court for the Eastern District of New York
  • U.S. District Court for the Southern District of New York

Languages

  • Japanese