Energy Finance

Tight credit markets, extensions of energy tax credits and low oil prices are creating shifts in the project finance market—particularly with regard to energy development. Extension of various renewable energy incentives and the recently announced Clean Energy Plan have lit a fire under infrastructure development as repair or replacement of aging facilities is prioritized.

Key Contacts

Gregory F. Jenner Partner Washington, D.C.
Edward D. Einowski Partner Portland, OR
Brian J. Nese Partner San Diego, CA
Alexandra Lipsky Mertens Partner Seattle, WA
See all contacts
Overview

Our leadership in financing infrastructure projects throughout the U.S. links back to our work on the earliest utility projects that paved the way for the region’s modern-day economic strength. Today, we are nationally recognized for work on traditional and renewable energy projects, including solar power, wind power, pipelines, hydropower, natural gas plants, renewable gas facilities, transmission lines and bioenergy projects.  We have led the development and financing of nearly one-quarter of wind energy production in the U.S.

We represent developers, equity investors, tax equity investors, investment banks, commercial banks and other financial institutions on project financings throughout the U.S. This involves identifying sources of financing, negotiating various transaction documents, creating complex legal structures that protect sponsor assets and liabilities, identifying and mitigating risks associated with the project, and handling specific business and industry nuances that are key considerations in getting your deal done.

Our Services

  • Debt financing, including development, bridge, construction and term loans
  • Equity financing
  • Tax equity financing
  • Bond finance
  • Public-private partnerships
  • Project restructuring
  • Special purpose entities
  • Securitization 

We have significant, practical experience with tax structuring and project due diligence, which is informed by our experience representing project finance equity investors and lenders. We also bring to the team nationally recognized attorneys with experience across the spectrum of regulatory compliance issues associated with the deal.

Matters
  • Represented AltaGas Power Holdings (US) Inc. in the acquisition of Caithness Blythe II, LLC, including development assets relating to its proposed 569 MW combined-cycle power plant.
  • Represented AltaGas Ltd., a Canadian utility, in its acquisition of Decker Energy International ("DEI"). DEI, an independent power company, owns a 50 percent interest in a 48MW biomass power facility in North Carolina and a 30 percent working interest in a 37 MW biomass power facility in Michigan. We assisted in the negotiation and drafting of the merger agreement, as well as related due diligence regarding corporate structure issues, regulatory considerations, employee matters, creditor issues, tax, real property, power purchase and interconnection agreements, operation & maintenance agreements, fuel supply agreements, and permitting issues.
  • Represented client 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. ATN acquired the solar power company through Ahana Renewables LLC, a newly formed subsidiary. 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 about $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.
  • 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 Capital Dynamics in the tax equity financing of an 11.5 MW portfolio of solar projects in Massachusetts and California.
  • Represented Capital Dynamics in the tax equity financing of the first phase of the 300 MW Green Pastures wind project in Texas.
  • 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 in the cash equity investment and tax equity transaction for the Drift Sand Wind Project, a 108 MW wind project under construction in Grady County, Oklahoma.The tax equity investor, MUFG Union Bank, committed to provide $168 million in tax equity financing upon substantial completion.  The cash equity investor, GE, invested $120 million of cash equity in this project. 
  • Represented Enel in the tax equity financing for the 150 MW Lindahl Wind Project in North Dakota with Goldman Sachs as the tax equity investor.  The transaction represents Goldman's commitment to fund approximately $168 million in tax equity for this project.  We were also successful in negotiating an undertaking for Goldman to protect Enel against certain FERC regulatory risks inherent in the structure Goldman sought to use. This is very rare. 
  • 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 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 and to be ready for construction this year.
  • 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.
  • Represented the sponsor and developer in multi-billion dollar project financing for methanol-processing facilities proposed for construction in Washington and Oregon.  The facilities will reform natural gas to produce methanol for export to Asian markets for production of olefins and other chemicals.  The projects will be world leaders in clean technology for methanol production and present a major reduction in greenhouse gas emissions compared to olefin production from coal and crude oil.  We serve as general counsel to client, providing permitting, corporate, real estate, EPC contracting, project finance, IP, employment, tax and other legal services. 
  • Advised our client in the timely closing of a very high-risk sale of the Pleasant Valley project. We represented Renewable Energy Systems Americas, Inc., (RES) in connection with real estate matters for financing and achieving milestones necessary to receive notice to proceed from the buyer of its 200 MW Pleasant Valley Wind project now under construction in Dodge and Mower Counties in southern Minnesota.  The project includes approximately 200 landowners on a footprint of more than 70,000 acres.  Real estate issues included securing and negotiating site rights, resolving complex title curative and corrective matters, and obtaining lender and owner title insurance policies.   Upon completion of construction in 2015, the project will be sold to Xcel Energy, which will own and operate the project.  Xcel Energy estimates that the 200 megawatt (MW) project will avoid up to 419,000 tons of carbon dioxide emissions annually.
  • Assisted sPower in the negotiation and documentation of the client’s first back leverage transaction, involving the placement of $168.5 million in back leverage to sPower provided by KeyBank National Association, OneWest Bank and Zions Bank. The back leverage is for 25 solar assets, totaling 144MW in three separate portfolios. This allowed the client to reduce their cost of capital and freed up resources to pursue additional projects that could have significant impact on renewable energy generation in the community.
  • Represented our client in the successful closing of their tax equity financing with JPM Capital Corporation.  We oversaw four closings on what will be a $95MM tax equity raise for an approximately 90 MWDC utility-scale solar portfolio to be constructed in 2015. 
  • Represented the client in setting up a program for engineering, procurement and construction of their 2016 portfolio of solar projects totaling over 500 MW.  This included negotiating a module supply agreement for 1 gigawatt of modules and engineering, procurement and construction agreements with various construction companies.
Team
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