Stuart A. Caplan

Partner

New York
Business Phone: 212.704.6060
Business Fax: 212.704.6288 Mobile Phone: 646.431.1499

stuart.caplan@troutmansanders.com

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Stuart Caplan has for 30 years represented energy companies and financial institutions in Federal Energy Regulatory Commission (FERC) and state public utility commission proceedings involving electric and natural gas markets; energy transactions; project development and finance; M&A; formation of independent system operators (ISOs) and regional transmission organizations (RTOs); and regulatory compliance and investigations.

Stuart has worked extensively on generator auctions producing proceeds in excess of US$4 billion, and with bidders in many auctions of individual assets, including nuclear power plants and fleets of natural gas, coal and renewable projects. He has taken lead roles on creative transaction structures to enhance auction results and has effectively and timely secured federal and state transaction approvals.

In both energy sector transactions and agency litigation, Stuart brings insight into US energy markets forged through his active involvement in forming ISO/RTOs. Stuart has represented clients in all of the organized clearing price markets: ISO-New England, NYISO, PJM, MISO, CAISO and ERCOT. Stuart played a significant role in forming the NYISO and was lead counsel in developing the first comprehensive tariff. He was involved in negotiating the organic agreements to form the NYISO and to convert ISO-NE into an RTO.

In his 30 years of practice, Stuart has actively litigated major disputes concerning ISO/RTO market rules impacting generator ability to participate in electric capacity markets, financial transmission congestion hedge instruments, virtual energy trading, interstate gas pipeline rates and cost allocation, market power mitigation and merchant transmission rights, among many other subjects. He has worked on major generator acquisitions, such as GE’s acquisition of the 2,000 MW Homer City Generating Station; several utility mergers; and numerous project financings and project developments.

Representative Matters

Energy sector mergers, acquisitions and joint ventures

Stuart has worked extensively on the regulatory and market aspects of energy sector transactions, including the following representative engagements:

  • GE Energy Financial Services: Acting as lead regulatory and project counsel on GE’s acquisition of Homer City Generating Station, a three-unit, 2,000 MW, coal-fired power plant at the border of the NYISO and PJM markets, including performing due diligence, negotiating key aspects of material transaction documents and securing regulatory approvals, including Federal Power Act (FPA) Section 203 authorization.
  • Capital Power: Acting on its announced sales process for its Northeastern US plants.
  • PSEG-Long Island: Advising Public Service Enterprise Group on state regulatory and legislative matters associated with PSEG-LI’s provision of Long Island electric system management and operations services.
  • Lehman Brothers bondholders: Advising on restructuring.
  • IHI: Advising a Japanese industrial conglomerate in the acquisition of five power plants in three US states from Constellation, including securing FPA § 203 authorizations.
  • Rayburn Country Electric Cooperative: Advising in its US$215 million acquisition of an interest in the Freestone Energy Center from Calpine.
  • Calpine: Providing regulatory advice and representing in contract negotiations in connection with the acquisition of the Conectiv fleet of 19 power plants for US$1.63 billion.
  • Lehman Brothers: Advising on the sale of interests in New York Wind.
  • GMR: Acting as lead regulatory counsel to this Indian industrial conglomerate in its acquisition of InterGen, including FERC § 203 authorization of the acquisition.
  • Exelon-PSEG: Advising the New Jersey Board of Public Utilities (BPU) on a proposed US$13 billion merger in matters before FERC, the Securities and Exchange Commission, the Department of Justice and the BPU.
  • Santee Cooper: Representing the South Carolina Public Service Authority in its bid to acquire an interest in the Catawba Nuclear Generating Station and in the associated lease agreement.
  • MACH Gen: Acting as lead regulatory counsel in transactions involving a four-station, 3,850 MW fleet.
  • Hess LNG: Advising on joint venture to form Hess LNG.
  • Westinghouse: Acting as counsel to an international energy company in connection with its proposed bid for Westinghouse.
  • Rochester Gas & Electric (RG&E): Advising on the section 203 application for authorization to sell Gina Nuclear Station to Constellation.
  • Energy East: Advising on the acquisition of RG&E, including securing FPA § 203 authorization.
  • New York State Electric & Gas Corp (NYSEG): Advising on the formation of Energy East and the acquisition of Central Maine Power Co, including securing FPA § 203 authorization.
  • NYISO: Advising New York utilities on the formation of NYISO, including securing FPA § 203 and tariff authorizations for the transfers of control over the transmission system.
  • NYSEG: Acting as lead FERC counsel on the sale of Homer City Generating Station to Edison Mission Energy for US $1.8 billion, and sale of NYSEG’s New York coal fleet to AES for US$1 billion, including securing FPA § 203 authorizations.
  • Lake Road, La Paloma, Liberty and Boston Generating project companies: Advising hedge fund and other investors concerning the acquisition of equity interests in project companies.
  • Lattice Group PLC: Advising on US regulatory issues associated with its merger with National Grid.

Infrastructure finance

Stuart has worked extensively on the market and regulatory aspects of energy project finance, including substantial renewable projects and the following representative transactions:

  • FPL Energy National Wind: Acting as lead regulatory counsel to Lehman Brothers, the underwriter, in the FPL Energy National Wind US$450 million bond financing for a six-state wind farm project portfolio.
  • FPL Energy Texas Wind: Acting as lead regulatory counsel to CSFB and BLB in a US$350 million FPL Energy Texas Wind project financing.
  • Ormat Geothermal IPO: Acting as lead regulatory counsel to Lehman Brothers, the underwriter, in Ormat Technologies’ US$110 million initial public offering of securities supported by a two-state geothermal project fleet.
  • Hess LNG: Acting as lead regulatory counsel for Amerada Hess in its joint venture to form Hess LNG, including due diligence on Weavers Cove LNG.
  • Morris Cogeneration: Advising the lender in its project refinancing.
  • Mirant Exit Financing: Advising on exit financing to emerge from Chapter 11 bankruptcy.
  • Deutsche Bank: Advising on possible acquisition financing of interstate gas pipeline.
  • Southern Pines Gas Storage: Advising Helaba Bank on the financing of the Southern Pines Gas Storage Project.
  • ABN AMRO: Advising the agent bank in a power purchase agreement and gas supply restructuring of a gas-fired cogeneration project in the Northeastern US.
  • Iroquois Gas Transmission System: Advising Barclays Bank (lead bank) and the lender syndicate US$520 million project financing of the Iroquois Gas Transmission System.
  • The Energy Authority: Acting as lead counsel for the Santee Cooper, the Jacksonville Electric Authority and the Municipal Electric Authority of Georgia in the creation of the power marketing company, the Energy Authority, including negotiation of enabling agreements and settlement documentation.

Energy regulatory and FERC matters

  • GE Homer City: Serving as project counsel to a 2,000 MW project company, and representing GE in its acquisition of power plant as lead regulatory attorney.
  • Linden Cogen: Representing Linden Cogen in FERC proceedings concerning capacity market rules.
  • Caithness Long Island II: Representing a 750 MW project under development in NYISO and related FERC matters.
  • Newark Energy Center, LLC (NEC): Acting as lead energy regulatory counsel to Hess and Energy Investors Fund in representing NEC (a 600 MW project in development) in FERC and federal district court proceedings, including cases concerning NEC’s ability to participate in the PJM electric capacity market.
  • Midland Cogeneration: Acting as regulatory counsel to the Midland project company, the largest congenerator in the US.
  • Bayonne Energy Center, LLC (BEC): Acting as lead energy regulatory counsel on a 500 MW brownfield project development in Bayonne, NJ, owned by Hess Corporation and ArcLight Capital Partners, including FERC proceedings, NYISO stakeholder deliberations, electric interconnection agreement, obtaining transmission rights, negotiating the gas pipeline interconnect and firm delivery lateral service.
  • Perennial Power Holdings: Advising Sumitomo's US subsidiary on regulatory and energy market matters.
  • Louis Dreyfus Energy Services: Representing the energy trading company in FERC enforcement matter.
  • Navopache Electric Cooperative: Representing in a Public Service New Mexico Company transmission formula rate case before FERC.
  • Direct Energy: Representing the largest US competitive energy service company in FERC proceedings to overhaul the PJM capacity market rules.
  • EnerNOC: Representing the largest US demand response provider in many FERC proceedings concerning ISO/RTO market design.
  • GE Linden VFT: Acting for Linden VFT, a 300 MW merchant transmission project between PJM and NYISO, in FERC proceedings and contract disputes.
  • Financial institutions and energy trading companies: Representation of numerous financial institutions —including Citadel Investment Group, CSFB, DC Energy, Lehman Brothers, Morgan Stanley, Saracen Fund and Shell Energy North America—in transmission congestion contracts, financial/firm transmission tights and virtual energy matters involving ISO-New England, NYISO, PJM, MISO and CAISO.
  • MACH Gen LLC: Acting as lead regulatory counsel to the holding company owner of Millennium, Athens, Covert and Harquahala generation project companies (3,800 MW); negotiated and processed dozens of participation and equity interest transfers (92 percent of the equity) and obtained FERC (FPA § 203) and state approvals for the change in control. Continuing to advise the project company on FERC matters.
  • Energy East: Acted as lead FERC counsel to the Energy East Companies and handled all aspects of power marketing and purchasing activities and market-based rates, including long-term capacity and energy sales agreements, Edison Electric Institute (EEI) master agreements, market-based rate authorizations and all aspects of ISO/RTO market issues affecting the operating companies.
  • Electric Generator Coalition (EGC) and the competitive power suppliers: Acting as lead counsel in El Paso Natural Gas Pipeline’s major FERC rate and service restructuring cases. The EGC members have included New Harquahala Generating Company, FPL Energy-Blythe, Entegra-Gila River, Sempra Global, Dynegy-Arlington Valley, El Paso Electric Company, Golden Spread Electric Cooperative and Arizona Electric Power Cooperative.
  • Energy East: Representing its local distribution companies in FERC interstate gas pipeline cases.
  • New Harquahala: Acting as counsel to New Harquahala Generating Company on NAESB, EEI and WSPP contracts.
  • NYISO formation: Acting as lead counsel to develop the NYISO tariffs, the first in the US to provide for day-ahead and real-time energy markets with co-optimized, bid-based ancillary services, auctions for transmission congestion hedge instruments and a capacity market. Also acted as lead negotiator of the NYISO transmission owner agreement, the NYISO-Reliability Council agreement and the enabling agreement to form the NYISO.
  • Central Maine Power: Represented Central Maine Power in negotiating the ISO-New England transmission owner agreement necessary to convert ISO-NE into a regional transmission organization.
  • Arizona Independent Scheduling Administrator: Lead FERC counsel to the administrator, a form of ISO handling access to transmission and congestion management to support competition in Arizona and other parts of the Southwestern US, and the principal drafter of market rules.

Santee Cooper: Acting as counsel on full-requirement power sales agreement to supply all of the electric cooperatives in South Carolina, and on a major amendment to the US$1 billion per year supply agreement.

Presentations and Speaking Engagements 

  • Moderator, "The Court Has Spoken: What Does it Mean?" Energy Bar Association Annual Meeting, June 7, 2016
  • Presenter, "Legal Essentials for Energy Executives: ISO and RTO Markets," Vermont Law School, May 2016, May 2015, May 2013, June 2012
  • Presenter, "RTO/ISO Seminar: Capacity Markets Overview," Energy Bar Association, April 2012
  • Presenter, “Clean Tech & Energy Conference,” the America-Israel Chamber of Commerce & Industry and the Government of Israel Economic Mission, November 8, 2010
  • Presenter, “The Top Ten Legal Issues Associated with Lowering Your Energy Costs,” Association of Corporate Counsel Annual Meeting, October 27, 2010
  • Presenter, “Climate Change Legislation – A Work in Progress,” Energy Finance and M&A Conference, October 2009
  • Guest Lecturer, “The Challenge of Our Time: Converting Climate Change Policy Into a Solution,” Center for Energy and the Environment, Vermont Law School, July 2009
  • Conference co-chair, “Infrastructure, Policy and Practice Amidst Economic Turmoil,” Energy Bar Association Annual Meeting, April 23, 2009
  • Moderator, “Financial Transactions and Speculators in the Energy Markets – Consumer Friend or Foe?” Energy Bar Association Annual Meeting, April 23, 2009
  • Presenter, “Today’s Investment Opportunities in Transmission Projects: Capacity and FTR Market Revenue Streams,” White & Case, LLP Conference, April 2009
  • Conference co-chair, “Shaping Our Energy Future in the Era of Soaring Global Energy Consumption, Carbon Emissions and Prices,” Energy Bar Association Mid-Year Meeting, November 13–14, 2008
  • Panelist, “Caveat Investor: Expansive Jurisdiction Under NYPSL § 70,” New York State Bar Association Tenth Annual Institute on Public Utility Law, November 7, 2008
  • Panelist, "Powering the 21st Century in a Carbon-Constrained World – US Energy Policy and Markets: A Dysfunctional Foundation for Meeting the Challenge of Global Warming,” Center for Energy and the Environment, Vermont Law School, July 18, 2008
  • Panelist, “Market Power Monitoring and Mitigation in the Age of Financial Transactions,” Harvard Electricity Policy Group Plenary Meeting, John F. Kennedy School of Government, May 29–30, 2008
  • Panelist, “Navigating the Shifting Tides of Energy Sector M&A,” New York City Bar Association, sponsored by the Committees on Energy and Project Finance, April 2007
  • Speaker, “Renewable Energy Development: Regulatory and Market Dynamics,” NY Alternative Energy Forum, sponsored by Ardour Capital, May 17, 2006
  • Speaker, "Renewable Energy Development: the Interplay Among State Programs, FERC, and ISO/RTO Markets," American Bar Association Renewable Energy Conference, December 2005
  • Conference organizer, Energy Bar Association Northeast Chapter Meeting, June 2005
  • Conference organizer, Energy Bar Association Annual Meeting, April 2005
  • Moderator, Energy Bar Association Fall Meeting, panel on "The Shifting Tides of Appellate Review of FERC Decisions," November 2004
  • Speaker, "Liquefied Natural Gas: Part of the US Energy Solution?" EEI Strategic Issues Conference, September 2004
  • Testimony before the Council of New York on the New York Independent System Operator's installed capacity market restructuring, before the Committee on Environmental Protection, April 8, 2003
  • Moderator, panel on Northeastern US energy market developments, Energy Bar Association Annual New York City Meeting, March 2003
  • Panelist, "FERC's Standard Market Design: The Good, the Bad and the Ugly," EEI Strategic Issues Conference, Fall 2002
  • Panelist, presentation on energy sector mergers and acquisitions, Energy Committee, Association of the Bar of the City of New York, December 2001
  • Panelist, "ISOs: When Is Regulatory Intervention Appropriate and the Future of Energy Markets?" State of New York Department of Public Service Law Department Annual Seminar, December 2000

Publications

  • Chapter co-author, "What Invigorated FERC and FCPA Enforcement Activity Means for US Energy Companies," Complying with Energy and Natural Resources Regulations, Thomson Reuters/Aspatore, 2014
  • “Annual Review: Energy & Utilities 2012, Financier World, Summer 2012
  • "Energy Cases to Watch in 2012," Law360, January 2012
  • Co-author, "Outlook for Energy – Expect a Sea Change in the United States," National Law Journal Sinter 2011
  • Editor and moderator, “Financial Transactions and Speculators in the Energy Markets – Consumer Friend or Foe?” 30 Energy Law Journal Volume 2, Winter 2009/2010
  • “The Future is Now: Development of US Renewable Energy Projects and the Regulatory & Market Drivers,” Bloomberg Sustainable Energy Law Report, July, 2008
  • World Generation Class of 2006: “EPACT Moves Investments,” World Generation, December/January 2006, Vol. 18 – No. 1
  • Contributing author, Hand Book on Energy Antitrust; contributed the chapters "Independent System Operators and Power Exchanges" and "Antitrust in the Context of Generation Divestiture," American Bar Association Antitrust Section, Fall 2002
  • Editor, "Report of the Committee on Electric Regulation," 22 Energy Law Journal 425, Fall 2001 (committee chair)
  • Contributing author, "Report of the Committee on Electric Regulation, Section on Transmission Access and Pricing," 15 Energy Law Journal 505, 1994
  • Contributing author, "Report of the Committee on Electric Regulation, Section on Transmission Access and Pricing," 14 E nergy Law Journal 447, 1993
  • Contributing author, "Antitrust in the Context of Generation Divestiture" and "Independent System Operators and Power Exchanges," Energy Antitrust Handbook, American Bar Association Antitrust Section, Fall 2002
  • Editor, "Report of the Committee on Electric Regulation," Energy Law Journal, Fall 2001
  • Contributing author, "Report of the Committee on Electric Regulation," Energy Law Journal, section on Transmission Access and Pricing, 1994

Professional and Community Involvement

  • Vice Chair, Program Committee, Energy Bar Association, 2016–Present
  • Board of directors, Energy Bar Association, 2005–2008
    • Board of directors of the Foundation of the Energy Law Journal, 2009–2011
    • Board of directors of Charitable Foundation of the Energy Bar Association, 2011–2013
    • Past co-chair, Committee on Electric Utility Regulation and Programs Committee
    • Founding chair, Pro Bono Program 2008–2010
  • Association of the Bar of the City of New York
    • Committee on Energy, 2004–2007
    • Chair, 1995–1997
  • Past member, American Bar Association sections on Antitrust and Public Utilities, Telecommunications and Transportation Law

Rankings and Recognition

  • Recognized for Energy Law, Best Lawyers in America, 2017
  • Chambers USA, Global Energy Regulatory & Litigation, 2006–2015, 2017 
    • “A commanding presence whose voice carries a lot of weight”; “Very effective, especially on the extremely complex issues”; “tremendous understanding of the electricity business.”
  • Recognized by Who's Who Legal as a leading lawyer in the area of Energy (2015, 2016)
  • New York City Energy Law Lawyer of the Year, Best Lawyers, 2012
  • Legal 500 USA
    • “A fine-tuned skill set and extensive knowledge of the market... Clients say Caplan is ‘the first person I call with a question or a problem—he’s that reliable.’”
  • Public Utility Forthightly’s Groundbreaking Lawyers, 2009
  • World Generation Class of 2006

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Education

  • American University, J.D., 1985
  • Columbia University, B.A., 1982

Bar Admissions

  • New York