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Services Available
We have extensive experience in structuring and restructuring projects to monetize federal and state tax credits and renewable energy credits, including partnership structuring to allocate tax credits and obtaining private letter rulings from the Internal Revenue Service regarding credit qualification and related tax issues.
The following is a representative sample of some of our recent renewable energy, power production and energy credit transactions.
Representative Renewable Energy Transactions:
Wind
Representation of a large utility in connection with its review of a 170 MW wind project in southeast Colorado including reviewing all siting, zoning and land use approvals, environmental and other permitting issues and approvals, the power purchase agreement, the interconnection agreement, transmission line development and transmission arrangements, and other regulatory and financing issues.
Representation of a major institutional investor (in excess of $13 trillion under management) in connection with its due diligence review and negotiation of potential participation in wind projects from 50 MW to 150 MW located in multiple states including reviewing all site leasing and royalty arrangements, title issues, siting, zoning and land use approvals, environmental and other permitting issues, wind studies and probability models, state and FERC regulatory issues and approvals, power sale and transmission arrangements, project construction and financing arrangements, intercreditor arrangements, and structuring its potential investments to receive the production tax credit.
Representation of the lender in a 60 MW wind project in northeast Colorado as Colorado counsel including reviewing all site leasing and royalty arrangements, negotiating title policy terms, reviewing title issues, siting, zoning and land use approvals, environmental and other permitting issues, state regulatory issues and approvals, power sale arrangements, and other financing and security issues.
Representation of a large foreign utility in connection with its due diligence review of several Colorado wind projects owned by U.S. wind developers being acquired by such foreign utility, including zoning and land use approvals, environmental and other permitting issues, state regulatory issues and approvals, power sale arrangements, and other financing and security issues.
Biomass
Representation of a major institutional investor in all aspects of the purchase of interests in waste wood gasification facilities at timber processing and manufacturing facilities in separate transactions involving 14 timber companies at locations in Alabama, Arkansas, Georgia, Mississippi, North Carolina, and West Virginia including the purchase of the facilities, contracting for wood supplies and gas sales, operating arrangements with the site hosts and a structured finance arrangement with the hosts and the developer.
Representation of a major institutional investor in all aspects of the purchase of a 48 MW biomass power project located in North Carolina, including reviewing all state regulatory and FERC issues, obtaining required FERC approvals, reviewing power sale and transmission arrangements, wood supply arrangements, environmental and other permitting issues, and structuring partnership arrangements to utilize the Section 45 production tax credit.
Representation of a major institutional investor in all aspects of the purchase of a 38 MW biomass power project located in Michigan including reviewing all state regulatory and FERC issues, obtaining required FERC approvals, reviewing power sale and transmission arrangements, wood supply arrangements, environmental and other permitting issues, negotiation of intercreditor arrangements with lenders to the project, and structuring partnership arrangements to utilize the Section 45 production tax credit.
Representation of a major institutional investor in all aspects of the purchase of five biomass power projects with total generating capacity of 186 MW located in Maine and New York including reviewing all state regulatory and FERC issues, obtaining required FERC approvals, reviewing power sale and transmission arrangements, wood supply arrangements, environmental and other permitting issues, negotiation of intercreditor arrangements with lenders to the project, and structuring partnership arrangements to utilize the Section 45 production tax credit.
Hydroelectric
Representation of a large regional water utility in structuring and renegotiating arrangements for the sale of power produced from its various hydroelectric facilities to Public Service Company of Colorado and for the purchase of its power requirements from Public Service Company, including participation in Public Service Company’s RFP process and relating proceedings before the Colorado Public Utilities Commission.
Ethanol and Biodiesel
Representation of the investor in the development, financing and construction of a 100 million gallon per year ethanol plant, related due diligence review of title, water rights and environmental permitting issues and the engineering, procurement and construction contract for the facility, and negotiating operating and maintenance, services and offtake agreements for the facility.
Representation of the project owner/developer/operator in the development, financing and construction of a 100 million gallon per year ethanol plant; including restructuring of the owner/investor partnership, project financing, real estate and title matters, arrangements with mineral owners for joint site use, land use and zoning reviews, development, impact and tax reduction agreements with the local governments, ethanol sales and marketing arrangements, distiller’s grain sales and marketing arrangements, corn transloading arrangements, the engineering, procurement and construction contract for the facility, rail construction and transportation, operating and maintenance agreements, and gas supply arrangements for the facility.
Representation of the project developer/owner/operator currently in the development and financing stage of two biodiesel refineries in Colorado.
Representative Conventional Power and Fuel Transactions:
Representation of client since 1987 in its development, ownership and operation of two coal-fired electric generating plants near Lynndyl, Utah, with a net generating capacity of 1,800 MW, and related switch yards, approximately 740 miles of transmission lines, rail service centers, and water and coal supply arrangements, operating arrangements, allocation of the facility’s generating and transmission capacity among the project’s 36 power purchasers, FERC Open-Access Transmission and FERC Transmission Reliability initiative issues, environmental licensing, permitting and other maters, water and coal supply arrangements, MMS coal royalty audits, project bond financings and refinancings and preparation of the associated initial statement, ancillary financing disclosure, and capital markets matters, governmental relations, state and local tax matters, and general corporate matters
Representation of a large mid-West utility in connection with the sale of four gas-fired power projects held through various partnership arrangements located in Colorado and Florida comprising 563 MW of generating capacity, including developing the information memorandum, creating the data room, negotiating with multiple bidders and restructuring certain of the projects.
Representation of the developer/owner/operator in the development, financing and construction of a 75 megawatt gas-fired cogeneration facility and associated greenhouse in Rifle, Colorado.
Representation of the developer/owner/operator in the development, financing and construction of a 50 megawatt gas-fired cogeneration facility and associated greenhouse in Brush, Colorado.
Representation of the developer/owner/operator in the development, financing and construction of a second 68 megawatt gas-fired cogeneration facility and associated greenhouse in Brush, Colorado.
Representation of the owner/developer/operator of a geothermal power project on federal lands and federal geothermal unit in Nevada.
Representation of client in connection with endangered species act issues and delays for geothermal power generating projects in the pre-construction development phase in Oregon.
The financing and construction of a gypsum wallboard manufacturing plant and associated electric cogeneration facility in Gypsum, Colorado.
Representative Synthetic Fuel Transactions:
Representation of a major midwest utility holding company in the development and construction of six coal-based synthetic fuel plants in Kentucky, West Virginia and Ohio with a development cost in excess of $100 million, to produce section 45K (formerly section 29) qualified fuel, and in obtaining private letter rulings for the transaction.
Representation of a private developer in the development of three coal-based synthetic fuel plants in Alabama producing section 45K (formerly section 29) qualified fuel, the sale of such facilities to a large energy company capable of utilizing the credits, and obtaining private letter rulings for the transaction.
Representation of a coal industry developer and its financial industry partner in all aspects of the development of two coal-based synthetic fuel plants in Oklahoma that utilize coal fines to produce section 45K (formerly section 29) qualified fuel, moving such plants to West Virginia, the sale of such plants to a large home building company and electric utility, and obtaining a private letter ruling for the transaction.
Representation of a midwest generation and transmission cooperative in all aspects of structuring, negotiating and documenting a structured financing transaction for the largest coal gasification facility in the U.S. (the original capital cost of which was approximately $2 billion), including operating and maintenance agreements, power sale arrangements, gas and CO2 sale arrangements, CO2 pipeline construction, and arrangements for the sale of ammonia and other byproducts and structuring arrangements to utilize the production tax credit.
Representation of a major eastern utility with respect to the site hosting arrangements related to the location and operation by a third party of a coal-based synthetic fuel plant at one of the utility’s generating plants in Maryland, and negotiation of the supply agreement for the purchase of synthetic fuel produced in the facility.
Representation of a developer of coal-based synthetic fuel projects in connection with the acquisition of a company that owned a coal processing plant, the relocation of the plant across the country to an electric utility’s coal yard in North Carolina, the negotiation of the site hosting and product sales agreements with the utility, the subsequent sale of the company to another electric utility, and the negotiation of an operating agreement pursuant to which the client agreed to operate the facility following the sale of the company.
Representation of a developer of coal-based synthetic fuel projects in connection with the acquisition of a company that owned a coal-based synthetic fuel plant located in an electric utility’s coal yard in North Carolina, and the sale of the plant to a large industrial products company.
Representative Unconventional Natural Gas Transactions:
Representation of a private coalbed methane gas company in all aspects of the sale of its equity interests for consideration valued at over $835 million, including a restructuring of the parent company and its subsidiaries involving over 30 mergers, and the negotiation of the payoff and release of all credit facilities and related security interests at the closing.
Representation of a major institutional investor in approximately 15 separate transactions involving the purchase of credit qualified Devonian shale production in Michigan and coalbed methane production in the San Juan Basin of New Mexico and Colorado, and the structuring and purchase of landfill gas collection systems producing credit qualified landfill gas.
Representation of the State of New Mexico in both its sales of royalty interests in coalbed methane properties including (i) obtaining the IRS private letter ruling that confirmed the “New Mexico” structure, (ii) assisting the State in structuring the transactions, (iii) advising on the bid process, data room materials, RFP-offering brochure and potential bidders, (iv) preparation of the purchase agreement, production payment and other transaction documents, (v) negotiation and closing of the both transactions with the successful bidders and (vi) assisting in discussions with the IRS that resulted in the grandfathering of the first transaction from the IRS ruling policy on section 45K (formerly section 29) credit transactions.
Representation of a major investment bank in a transaction to purchase section 45K (formerly section 29) credit qualified coalbed methane properties in the San Juan Basin in New Mexico with estimated credits in excess of $10 million.
Representation of a purchaser of section 45K (formerly section 29) credits from the School and Institutional Trust Lands Administration of the State of Utah in a transaction following the “New Mexico” structure, including preparation of a private letter ruling request.
Representation of a western utility in two transactions involving the formation of a limited partnership to purchase credit qualified Devonian shale production in Michigan from multiple sellers utilizing a production payment structure combining the reservation of separate production payments by the sellers and reversionary interests in the sellers.
Representation of a major midwest utility holding company in the purchase of credit qualified Devonian shale production in Michigan with credits in excess of $20 million, from a major operator coupled with a management agreement.
Representation of a producer in selling San Juan Basin coalbed methane production to a partnership formed by a major international commercial bank for its own account utilizing the “New Mexico” structure.
Formation of a series of limited partnerships on behalf of an utility to acquire over $75 million of coalbed methane production in the San Juan Basin in New Mexico and Devonian shale production in Michigan where the partnerships purchased properties from various producers. These transaction utilized various structures including partnership allocations and production payment structures.
Formation of a $51 million partnership by an investment banking group and other private investors with a major oil and gas company to develop tight sand and coalbed methane reserves in the San Juan Basin in New Mexico.
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