Independent Power Producers

The evolution of energy production to a distributed sourcing paradigm is driving rapid industry change. This disruption is being expedited by technological advances in renewable energy production, storage and delivery, and global interest in reducing carbon emissions. With some pundits predicting that renewable energy will comprise one-third of world power generation within the next 20 years, independent power production, influence and activity are rising.

Key Contacts

Jennifer H. Martin Partner Portland, OR
Alan R. Merkle Partner Seattle, WA
Morten A. Lund Partner San Diego, CA
David T. Quinby Partner Minneapolis, MN
See all contacts
Overview

We are active participants in the independent power production marketplace, providing counsel on all aspects of financing, permitting, siting and construction, as well as the wide range of agreements involved with generating and selling energy to utilities. Our recognized leadership in advancing these projects is due largely to the alignment of many of our practice strengths with the needs of independent power producers. We’ve created an integrated team with unsurpassed knowledge and experience in the areas of environmental due diligence and compliance, energy transactions and agreements, project finance, energy regulatory compliance and approvals, construction, and litigation. 

Our Services

  • Mergers, acquisitions, sales, joint ventures and other corporate transactions
  • Establishment of limited partnership vehicles and syndications
  • Recourse and non-recourse bank and insurance company financings
  • Sale-leaseback transactions
  • Tax-exempt financings
  • Interest swaps, credit enhancements, carried interests and subordination arrangements
  • Transactional and financing due diligence
  • FERC and state public utility commission approvals
  • Siting and permitting
  • EPA, NEPA and CEQA compliance and approvals
  • Clean Water Act Section 404 permitting
  • ESA Section 7 negotiation and compliance
  • Power purchase, fuel supply, O&M, interconnection and transmission agreements
  • EPC contracts
  • Equipment finance
  • Indian law counsel
  • Litigation, arbitration and mediation 

Environmental Due Diligence

Counsel on environmental issues is a core firm strength for which we possess an unparalleled reputation for leadership and top talent—especially regarding power production. Many of our lawyers are scientists, engineers, former EPA officials and individuals who’ve worked in forestry, natural resources and other industries. We have extensive experience providing counsel regarding ESA, MBTA and Eagle Act rules, including obtaining permits and writing bird protection and conservation plans.

Agreements and Contracts

Financing, constructing and operating a power project involves a multitude of agreements and contracts  related to project financing, equipment procurement, power purchase and fuel supply, interconnection, and transmission. We negotiate and draft these contracts, drawing upon significant experience and perspective representing both independent power producers and utilities.

Energy Project Finance

Whether you’re an owner, developer, primary investor, tax-equity investor, investment bank, commercial bank or other financial institution, we handle financing deals for independent power projects in both the United States and globally. Our team prepares offering documents and loan documents, and provides advice on a diverse range of financing options, structures and strategies. When appropriate, we consult with our municipal finance team, which advises on tax-exempt project financing. We also advise on financings based on lease income streams, bridge financings and back-leverage debt financings.

Corporate Transactions and Counsel

We advise domestic and foreign energy companies on corporate, tax, securities and finance matters, including public offerings, limited partnerships, joint ventures and equipment leases. As we structure, negotiate and obtain regulatory approval for domestic and cross-border deals, we consult as needed with our antitrust, environmental compliance, energy regulatory and tax partners.

Regulatory Counsel

Development of your project is dependent upon securing necessary energy and environmental regulatory approvals across a range of federal and state authorities. We handle permit, licensing, relicensing and certification proceedings before FERC and state public utility commissions whether the fuel is a renewable or a fossil source. We also negotiate transmission and rate and power contracts, and advise on compliance with the Public Utility Holding Company Act, the Public Utility Regulatory Policies Act, and state and federal regulations governing qualifying facilities and independent power projects.

Our depth regarding environmental regulation is second to none as we usher your project through EPA, NEPA, CEQA, ESA, U.S. Army Corps of Engineers, U.S. Bureau of Reclamation and other requirements. We represent you in obtaining government authorizations for new power projects, air and water quality permits, land use approvals, water rights and public rights-of-way.

Our team handles all aspects of approvals from preparation of applications for certification to response to discovery requests and interactions with staff, hearing officers and other regulators overseeing your project.

Construction

Our team advises owners, contractors, engineers and suppliers on the design and construction of power plants. This includes acquiring property and drafting and negotiating purchase agreements, leases, options, right-of-way agreements, co-tenancy agreements and other real estate documents required to construct your plant.

Litigation

We’ll represent you in state and federal courts as well as arbitration and mediation proceedings involving a variety of issues, including matters arising out of fuel supply agreements, power purchase agreements, transmission tariffs, acquisition agreements and construction disputes. We also advocate for your position when regulator decisions must be challenged or appealed. Our team includes a former DOJ attorney and EPA Policy Advisor, providing you with significant perspective and experience defending against enforcement actions and citizen suits.

Matters
  • Represented Atlantic Tele-Network (A.T.N.), a telecommunications provider, with the acquisition of all of the assets of Green Lake Capital, LLC, and certain of its affiliates (collectively, "Green Lake"), an owner and operator of commercial distributed generation solar power systems. Green Lake’s assets included 28 operational commercial solar projects at 59 sites throughout Massachusetts, California and New Jersey. The projects have an aggregate 45.7 megawatts of electricity generating capacity. The transaction value includes approximately $64 million of cash and the assumption of $39 million of debt. In addition to negotiating and drafting transaction document and due diligence review of the portfolio, Stoel Rives assisted ATN with restructuring of existing debt related to the assets and obtaining consents from lenders and tax equity investors.
  • Represent Avangrid in defense of a claim for refunds pursued by the California Attorney General, the California Public Utilities Commission, and the state’s two largest investor-owned utilities.  The claim relates to a capacity contract signed by Avangrid in July 2001, following the end of Western Energy Crisis, and the complainants have asserted that the Federal Energy Regulatory Commission should order Avangrid to pay refunds under the contract due to the high prices and manipulation allegedly affecting the California market at the time.  The case is on remand from the U.S. Supreme Court’s Morgan Stanley ruling in 2008.
  • Served as lead legal counsel to Capital Dynamics US Solar Energy Fund, a Switzerland-based global asset manager, in the acquisition of a 12.8MW portfolio of solar energy projects in Long Island, New York, from EDF Renewable Energy.The seven solar photovoltaic project sites make up one of the largest solar PV portfolios currently installed in New York state. Stoel Rives assisted Capital Dynamics in the negotiation and structuring of the deal, including negotiating definitive acquisition documents, entity formation and due diligence regarding regulatory, tax, real property, power purchase and interconnection agreements, construction agreements, operation & maintenance agreements, and permitting issues.
  • Represented Enel Green Power North America, Inc., in the tax equity financing for Enel’s Aurora Solar Project in Minnesota, a 16 site, 100 MW project with Northern States Power as the offtaker. The tax equity investor will make a $145 million investment in the project. 
  • Represented Enel Green Power North America, Inc., its parent, Enel Green Power S.p.A., and its subsidiary EGPNA Wind Holdings 1, LLC, in the negotiation of a portfolio equity capital contribution agreement with an investor group led by J.P. Morgan.  The portfolio includes the 150 MW Origin wind farm in Garvin, Murray and Carter Counties, Oklahoma, and the 200 MW Goodwell wind project in Texas County, Oklahoma, and Hansford County, Texas.  The investor group committed to contribute a total of $400 million to the projects upon completion.
  • Represented Enel Green Power North America, Inc., its parent, Enel Green Power S.p.A., and its subsidiary, Buffalo Dunes Wind Project, LLC, in connection with a cash equity investment by General Electric Capital Corporation (acting through its subsidiary, EFS Buffalo Dunes, LLC) in the 249.75 MW Buffalo Dunes wind project in Grant, Haskell and Finney Counties, Kansas. Total costs of completing the Buffalo Dunes Wind Project required an investment of approximately $370 million by Enel and GE. In the year following GE’s initial cash equity investment, we represented Enel in its buy-down of GE’s equity interest, such that Enel would own 75% and GE would own 25% of Buffalo Dunes Wind Project, LLC. We also represented Enel and its affiliates in the negotiation of the Membership Interest Purchase Agreement, the Operating Agreement and related transaction documents such as the parent guarantees each party provided to the other. We also advised on federal regulatory matters pertaining to the transaction.
  • Served as lead counsel to Infigen Asset Management, LLC, in the sale of membership interests and related assets of two solar projects, Pumpjack and Wildwood I, each with a designed capacity of up to 20MW, to be built in Kern County, California. The projects have 20 year power-supply agreements with Southern California Edison Co., and are expected to generate enough electricity each year to supply 10,000 homes.
  • Represented Kina‘ole Capital Partners, LLC, in the financing for a $32MM fund for financing residential solar projects in several states across the country. 
  • Represented Kina'ole Capital Partners, LLC, in a $13 million tax equity investment in solar power in Hawaii that will help more than 1,000 homeowners in Hawaii go solar.
  • Represented Neo Solar Power with its acquisition of a solar power project pipeline (projects to be built in Las Vegas and Minnesota) and other business assets of Clean Focus Corporation.
  • Representing Northwest Innovation Works in connection with permitting and development of three natural gas to methanol plants proposed for locations in Oregon and Washington. The plants will manufacture methanol from natural gas for export to Asia. We are assisting with state and local permits, including air, land use, stormwater, shoreline and other environmental permits, as well as all other aspects of project development.
  • Acted as lead counsel to Elemental Energy and its Community partner, Watts Wind in negotiating its Turbine Supply and Service Agreements for three wind projects in Nova Scotia, Canada.
  • Represented our client with Term Sheet negotiations for full wrap EPC and O&M Contracts with Vestas, Siemens and Nordex.  The project is a 250MW Build, Own Operate wind farm to be built in the Gulf of Suez , 20 year PPA with Egyptian governmental entity. 
  • Acted as lead counsel for Mainstream Renewable Power for the development of the largest wind farm in South Africa, plus an additional  360MW of wind Projects in South Africa and 150MW in Chile plus 100mw of Solar projects in South Africa  We also advised Mainstream Renewable Power in negotiating the sale of a 46 MW wind farm located in Alberta Canada to IKEA. We also advised Mainstream in related turbine supply, operations and maintenance and balance of plant construction agreements for all of the referenced  projects.
  • Acted as  lead counsel for client Mainstream Renewable Power in the development and negotiations for the wind turbine supply, operation and maintenance, and balance of plant construction contracts for 300MW of wind projects in Chile.
     
Team
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