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Energy Resources Project Team
Our Energy Resources Project Team is a multi-disciplinary group of lawyers who have assisted developers, contractors, utilities, governments, lenders, underwriters and investors, buyers and sellers in the development and financing of nearly 100 power generating projects in the United States and abroad. These projects represent approximately 25,000 MW of electrical capacity with a combined value of more than US $10 billion. These have included coal-fired, gas-fired and hydroelectric power generation and cogeneration facilities, as well as non-conventional projects using a wide range of alternative technologies and fuels, including wood, landfill gas and wind.
Our lawyers have also represented participants in the development, financing, construction and operation of a wide range of other capital intensive energy projects and facilities throughout the world, including on-shore and off-shore natural gas and petroleum pipelines, oil refinery facilities and mines.
By representing clients occupying diverse roles in many types of transactions, the members of our Energy Resources Project Team have developed the expertise and experience essential to assist clients in assessing and resolving the complex issues that arise in connection with electric generation facilities and related project finance matters.
The Energy Resources Project Team has counseled its energy resources clients in all phases of projects, including:
- Development
- Power sale and tolling agreements
- Financing and post-financing matters such as refinancings, restructurings, acquisitions and dispositions.
- Throughput and other off-take agreements
- Energy marketing and commodities trading
- Regulation
- Environmental/permitting
- Structuring
- Tax implications
- Engineering agreements
- Engineering, procurement and construction agreements
- Turbine purchase agreements
- Fuel supply and transportation and other long term supply agreements
- Operating and maintenance agreements
- Service agreements
- Interconnection
Our Energy Resources Project Team is highly skilled in connection with the preparation of tender documentation, bids and proposals to buy and sell energy and capacity, including into power pools, and to undertake projects. This includes the preparation of solicitation documents and bids for the purchase and sale of electricity, coal, and gas, and for gas, coal, nuclear, hydro and biomass fueled electric generation assets throughout the U.S. and in Canada.
We have represented clients with respect to the entire spectrum of project structures and financing arrangements that encompass:
- Joint ventures
- Conventional construction and term loan facilities
- Letter of credit facilities
- Commercial paper facilities
- Capital markets offerings of rated and un-rated project debt securities
- Sale-leaseback
- Synthetic leases
- Leveraged lease and single investor lease structures
- Joint venture and partnership arrangements
- Private placements and tax-exempt financings
- Financing from multilateral institutions, export credit agencies and national development and aid agencies
We also regularly represent energy resources project clients in regulatory proceedings before state public utility commissions, the Federal Energy Regulatory Commission (FERC), the Securities and Exchange Commission (SEC), and other regulatory bodies. We have handled and litigated issues under Parts I and II of the Federal Power Act, FERC Orders 497, 636/637, 888/889 and 2000, the Natural Gas Act and Natural Gas Policy Act, Public Utility Regulatory Policies Act (PURPA), Public Utility Holding Company Act of 1935 (PUHCA) and under a variety of state energy regulatory statutes.
We advise clients on the financing, tax and regulatory implications of alternative project structures, including, where applicable, the appropriate mix of private and public participation in projects.
Our lawyers also have represented clients with respect to domestic and international privatization transactions.
Our Energy Resources Project Team draws upon the Firm's strengths in other practice areas as required to assist clients in consummating transactions. The Team is supported by other attorneys at the Firm with considerable expertise in other disciplines, such as capital markets, taxation and employee benefits, environmental/real estate, mergers and acquisitions and labor/employment.
Capital Markets
Our capital markets attorneys have extensive experience in public and non-public capital markets transactions for energy clients. Firm lawyers have represented underwriters, initial purchasers and issuers of securities in connection with the financing of energy projects, acquisition financing and the raising of capital for general corporate purposes.
Our attorneys have drafted and negotiated offering materials and financing documents for capital market tranches, which comprise a portion of senior debt in multi-tranche finance packages for both domestic and international energy projects.
Taxation and Employee Benefits
Our attorneys have experience in all areas of domestic and international tax practice that touch on energy resources projects, including partnership and corporate tax, cross-border financing leases, lease-leasebacks and other tax-driven financing vehicles, income and property taxes, and international tax issues and structures. We also regularly assist project clients in employee benefit aspects of structuring, development, acquisition and disposition of energy resource projects.
Environmental/Real Estate
Our Energy Resources Project Team has specialists in every area of real estate, environmental and land-use law, and this provides both public sector and private sector clients access to detailed expert guidance in air, water source, water discharge, solid waste disposal or "re-resourcing," wetland, historic resource, and endangered species matters. These lawyers also regularly provide services in the areas of hazardous waste and toxic substances, as well as occupational safety and health, to energy project clients.
Our experience in advising our private sector clients on compliance with the environmental laws of the countries in which they operate has enabled us to evaluate the relative merits and disadvantages of many regulatory regimes. This broad experience enables us to advise public bodies, local and national, in creating regulatory structures that encourage economic investment and enable sustainable development while protecting critical environmental features. For example, our work for the Republic of Kazakhstan has included the development of a regime for environmental regulation that balances the legitimate interests of the host country and foreign investors.
Mergers and Acquisitions
The firm's corporate and mergers and acquisitions attorneys assist the members of the Energy Resources Project Team in the acquisition and disposition of project assets and equity interests in energy project structures. These attorneys have handled all aspects of corporate and partnership structuring and restructuring for energy resources projects, as well as the purchase and sale of energy project assets.
Labor/Employment
We have extensive experience in labor and employment aspects of energy resources projects and transactions, including organization attempts and elections at power generation and natural gas transmission and distribution facilities, litigation regarding state laws addressing assumption of collective bargaining agreements, and labor and employment benefits issues associated with development, acquisition and disposition of energy facilities.
Representative Transactions
Our lawyers have participated in the following representative transactions in the capacities noted. Many other projects in which the firm has participated are not included in this list.
Energy
- Represented Dominion Resources in its $2.3 billion acquisition of Louis Dreyfus Natural Gas.
- Represented LG&E Energy in the sale of its natural gas pipelines, storage facilities, gathering systems and processing equipment located in Texas, New Mexico and Louisiana to Conoco.
- Representation of producers, developers and investors in numerous oil and gas investment ventures.
- Represented Dominion Resources, Inc. in the successful $2.2 billion acquisition of an English regional electric company, including bridge bank financing and Rule 144A private placement of permanent debt.
- Representation of Tractebel Power as developer of the $470,000,000, 440 MW Red Hills power project now under construction in Choctaw County, Mississippi. The facility will be fueled by lignite to be produced by Phillips Coal and North American Coal, and will produce power for sale to the Tennessee Valley Authority.
- Represented Elwood Energy, a joint venture of Dominion Energy and Peoples Energy in the development of a 1,350 MW gas-fired generation facility in Elwood, Illinois.
- Represented developers in connection with the development, acquisition, sale and financing of seven "inside-the-fence" industrial power projects, including electric and steam assets and recovery boilers involving 25 sites in the U.S. and Canada.
- Representation of Catamount Energy, an affiliate of Central Vermont Power, in connection with the development of the 80 MW Summersville hydroelectric project now under construction in Summersville, West Virginia.
- Represented Lakewood Cogeneration, L.P., a limited partnership comprised of HYDRA-CO Enterprises, Inc., CNG Energy Company and an affiliate of Tomen Power Corporation, in connection with the development and $262,000,000 financing of a 236 MW gas-fired cogeneration facility located in Lakewood, New Jersey.
- Representation of Dominion Resources in its $1.2 billion acquisition of the Millstone Nuclear Power Station in Waterford, Connecticut.
- Representation of Dominion Energy, Inc. in connection with the acquisition of the 1,108 MW coal-fired Kincaid Power Station, located near Springfield, Illinois, from Commonwealth Edison (ComEd) and an associated 15 year sale of the station's power output back to ComEd.
- Represented Tractebel Power Inc. in connection with the purchase of a 50% interest in $1.1 billion of generation facilities totaling 600 MW in New Jersey and Massachusetts.
- Represented CRSS Inc. in connection with a project for the expansion and upgrading of a 116 MW coal-fired district heating facility in Almaty, Kazakhstan. Principles of Agreement were negotiated with Almatyenergo, the local utility, for the fuel, power supply, steam, O&M, joint venture structure, and other related agreements. (Development of the project subsequently was assumed by Tractebel, the parent of CRSS Inc.)
- Project counsel for the joint venture developer of the Maritza East III project for privatization and $350 million refurbishment of an existing 800 MW lignite-fired generation facility in Bulgaria and related cross-border sales of power into Turkey.
- Counsel to the O&M contractor for negotiation and documentation of its O&M contract for a 230 MW power project in Pakistan.
- Representation of the former Soviet Republic of Kazakhstan in the negotiation and documentation of oil and gas development concessions representing projected investments exceeding $20 billion and in current negotiations with AES to restructure the privatization of a large power generation facility.
- Counsel to the Republic of Bulgaria for the privatization of that country's natural gas transit and power generation assets and restructuring of its electric system.
- Represented U.S. Generating Company, as developer, in connection with the development and $351,000,000 financing of a 474 MW gas-fired cogeneration facility located in Hermiston, Oregon and the subsequent sale of an undivided 50% interest in the project to PacifiCorp.
Financings
- Represented Bank of America Securities LLC and Paribas, as lead arrangers, and Bank of America, N.A., as administrative agent, in connection with the $730,000,000 financing of the acquisition of 1,855 MW of gas and oil-fired power generation assets located in New York City, 655 MW of hydroelectric power generation assets located in various locations throughout New York State and the recapitalization of the Borrower's existing investment in a power generation facility located in East Syracuse, New York.
- Represented Bank of America Securities LLC and Goldman Sachs Credit Partners, L.P. as co-lead arrangers, and Bank of America, N.A., as issuing bank and administrative agent, in connection with the $1.2 billion financing of the acquisition by Orion Power Midwest, LLC of power generation assets located in Ohio and Pennsylvania.
- Represented Dominion Energy in connection with $265,000,000 144A financing of Kincaid Generation facility (first investment grade-rated merchant facility financed in the U.S. capital markets).
- Represented Elwood Energy, a joint venture of Dominion Energy and Peoples Energy in connection with $415,000,000 Rule 144A financing of 1,350 MW gas-fired Elwood Energy Facility (first investment grade-rated merchant peaking facility financed in the U.S. capital markets).
- Represented Cogentrix Energy, Inc., in connection with a $125,000,000 corporate revolving credit facility.
- Represented Dominion Resources Capital Trust I in connection with the Rule 144A offering of $250,000,000 Capital Securities, followed by a registered exchange offer.
- Represented Salomon Brothers Inc., as lead underwriter, of $215,000,000 Senior Secured Bonds of Quezon Power (Philippines), Limited Co. in connection with the financing of a 440 MW coal-fired electrical generating facility in the Philippines.
- Represented ESI Tractebel Acquisition Corp. in the issuance of $220,000,000 Senior Secured Bonds due 2011 used to refinance acquisition debt for two cogeneration facilities acquired from a non-regulated subsidiary of Florida Power & Light.
- Represented issuers and underwriters in connection with over 20 non-project related offerings through Rule 144A and Reg S, valued at over $5 billion.
Energy Regulation
Federal Regulation
Gas
For more than 20 years we have represented regulated companies and their customers in natural gas certificate and rate proceedings before the Federal Energy Regulatory Commission (FERC) (and its predecessor, the Federal Power Commission) under the Natural Gas Act (NGA) the Natural Gas Policy Act of 1978 (NGPA), and the Outer Continental Shelf Lands Act (OCSLA).
This experience includes:
- Preparation and conduct of rate and certificate proceedings
- Antitrust matters
- Natural gas curtailment
- Restructuring of the natural gas industry
- Market-affiliate issues
- Representing both transporters and shippers of natural gas
- Business practices and codes of conduct
- Rulemakings and policy initiatives
- Court appeal, when necessary, of Commission decisions
- Enforcement matters
- Market power issues
- Resolution of litigation through negotiation
- Open access transportation
- Negotiating service agreements and tariff provisions
- Representing producers and gatherers
We also regularly advise clients on natural gas transportation and supply issues, including buy-sell transactions, NGA § 7(c) certificates and § 1(c) exemptions, blanket certificates, bypass and regulation of natural gas and LNG storage.
Electric
We have extensive experience assisting clients in electric rates, transmission and licensing matters arising before the FERC under Parts I and II of the Federal Power Act (FPA), Public Utility Regulatory Policies Act of 1978 (PURPA), Energy Policy Act of 1992 (EPAct) and FERC Orders 888/889 and 2000.
This experience includes:
- Electric power supply and transmission planning, risk management, transmission contracts and tariffs
- Electric utility industry restructuring
- Market-based rates
- Transmission interconnection
- Hydroelectric licensing
- Energy marketing
- Litigating issues of state/federal jurisdiction, including federal preemption issues under PURPA before the Supreme Court of the United States
- Utility mergers and acquisitions
- Establishing municipal and cooperative electric systems
- Evaluation of utility assets
- Federal preference power allocation and pricing
- Antitrust issues related to the electric industry
- Obtaining and maintaining qualifying facility (QF) and exempt wholesale generator (EWG) status under PURPA and EPAct, respectively
Public Utility Holding Company Act Matters
Electric and gas holding companies and developers of power generation facilities have turned to us for advice in connection with a range of issues arising under the Public Utility Holding Company Act of 1935 (PUHCA), administered by the Securities and Exchange Commission (SEC), including acquisitions and dispositions of EWGs and of foreign utility companies (FUCOs) and other jurisdictional matters, including waivers, approvals and no-action letters.
State Energy Regulation
McGuireWoods has successfully litigated and advised clients regarding a wide range of energy regulatory matters before state commissions. These matters involve gas and electric restructuring, rate, certificate and enforcement cases, as well as rulemakings and investigations. We regularly represent clients with respect to issuance of utility securities, utility relations with affiliates, taxation of utilities and utility mergers and other acquisitions and dispositions of control of utilities and utility facilities.
Additionally, we have developed a broad knowledge of state laws and regulations affecting the development of regulated and non-regulated power projects. Where necessary, we have participated in efforts to amend state laws to remove impediments to restructuring and power project development. Through our own assets and network of relationships with other firms, we are able to offer our clients access to real-time information about, and top-flight resources that affect, the legal and political climate for power project development in all of the states. We are the Virginia member of the State Capital Law Firm Group (SCLFG), an association of law firms in each of the 50 state capitals (member law firms practice independently and not in a relationship for the joint practice of law).
Our lawyers have extensive experience in all aspects of ratemaking, including:
- Stranded costs
- Rate design and performance-based ratemaking
- Revenue requirement, including individual expense items, accounting adjustments and normalization, amortization and deferred accounting
- Rate base, including cash working capital and lead-lag studies
- Cost of capital, including allowable rate of return, cost of debt, and capital structure
- Litigation and settlement of rate proceedings
- Automatic adjustment mechanisms
- Cost allocation, including customer class cost of service studies
Recent Litigation Experience:
- Lead counsel for net purchasers in FERC electric market mitigation proceedings for the Pacific Northwest
- Litigated and negotiated settlements at the FERC in numerous natural gas pipeline rate cases, certificate proceedings, cost tracker proceedings, and major rulemakings, representing pipelines and distribution companies.
- Litigated state natural gas and electric restructuring rate increase proceedings, certificate/siting matters, cost tracker proceedings, least-cost planning issues, and distributor bypass complaints.
- Co-counseled energy antitrust litigation in Louisiana Supreme Court and Louisiana Public Service Commission.
- Represented electric utilities and parents in corporate restructuring proceedings at state commission and the FERC.
- Litigated and negotiated various open access unbundling and pipeline service restructuring for several major interstate pipelines, including Natural Gas Pipeline Company, Tennessee Gas Pipeline Company, and Trunkline Gas Transmission Company.
- Represented major partner in FERC certificate litigation re construction of new interstate natural gas pipeline.
- Litigated take-or-pay gas supply contract claims for a natural gas distribution company and a major interstate pipeline company.
- Representation of retail marketers of natural gas and electricity in state retail access proceedings.
- Representation at the following forums: Federal Energy Regulatory Commission, Illinois Commerce Commission, Michigan Public Service Commission, North Carolina Utilities Commission, Pennsylvania Public Utilities Commission, Wisconsin Public Service Commission, California Public Utilities Commission, Virginia State Corporation Commission and Public Utilities Commission of Ohio.
Energy Marketing and Commodities Trading
Our energy markets lawyers bring broad and deep experience in over-the-counter and exchange-traded power and gas markets, as well as complex structured transactions. They have significant experience in wholesale transactions and complex physical deals in various power and gas products and markets (as well as coal, crude oil and refined products) together with a depth of experience in swaps and derivative transactions in over-the-counter agreements, exchange-traded futures and options, and the implications for these transactions in bankruptcy proceedings.
Our lawyers regularly counsel clients in developing appropriate risk management and trading policies, as well as to draft and negotiate the documents supporting various origination transactions, such as full requirements transactions or energy management transactions. These services support commodity producers, end users, traders and marketers, originators, clients engaged in exchange-traded futures and options, as well as hedge trading and market making activities at financial institutions and hedge funds. In addition to helping clients evaluate transactions, we can also assist with regulatory compliance issues before the Commodity Futures Trading Commission (CFTC) and the various exchanges as well as the Federal Energy Regulatory Commission (FERC). Such experience is useful to a wide range of clients, including capital markets functions at financial institutions and growing energy clients encountering unprecedented volatility within the deregulating marketplace.
Our energy lawyers include the general counsel, Jay Costan, of the North American Energy Standards Board (NAESB) (formerly the Gas Industry Standards Board (GISB)), the energy industry-wide organization responsible for developing the FERC-approved standards for business practices and electronic communications for wholesale natural gas transactions and which has begun the process for developing new standards for retail gas and wholesale and retail electric transactions.
Our energy marketing and commodities trading experience includes:
- Structured Commodity and Energy Transactions - evaluate transactions and advise clients in structuring suitable terms for implementing complex commercial arrangements, including drafting and negotiating final documentation.
- Swaps and Derivatives Master Agreements - negotiation of the International Swaps and Derivatives Association Master Agreement (ISDA) customized to our clients' needs.
- Master Agreements for Physical Transactions - negotiation of master agreements to facilitate ongoing trading activity in physical energy transactions, such as the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement.
- Credit Support Agreements and Related Documents - draft and negotiate credit support documentation consistent with the clients' credit policies and procedures.
- Risk Management Services - counsel clients in establishing internal controls and developing appropriate risk management and trading policies.
- Regulatory Issues - analyze regulatory issues involved in financial and hedging instruments, including representing clients in proceedings before the CFTC and other regulatory agencies.
- Negotiation of numerous EEI Masters and related credit support instruments, including between utilities, municipalities and power marketing counterparties such as Dominion Virginia Power, Enron, Mirant, Commonwealth Edison, Conectiv, LG&E Energy Marketing, Dynegy, Virginia Electric and Power Company, Williams, Carolina Power & Light, Engage Energy (U.S. and Canada), Allegheny Energy, and the Port of Oakland.
- Preparation of solicitation documents (RFPs) and representation of several bidders in many RFPs for wholesale power supply (including into most RFPs for ICAP into NEPOOL since 2000) ;
- Negotiation for or with many of the largest energy generators and traders in the USA, for long and short term trades for firm sales, system sales and unit contingent sales under power purchase agreements, and tolling contracts including Mirant, Dominion Virginia Power, Allegheny, Exelon, Cogentrix, Ingenco, Newport Generation, Aquila, Tenaska, PG&ET, Dynegy, Tractebel, and TVA, several for participants in NEPOOL (including ICAP sales into NEPOOL) such as New Hampshire Electric Cooperative, Central Maine Power, Western Massachusetts Electric Company, Concord Municipal Light, Boston Edison Company and United Illuminating, Florida Power & Light, Green Mountain Power, and Carolina Power & Light.
- Advised and negotiated physical power exchanges between unit entitlement holders in Seabrook and Vermont Yankee nuclear facilities.
We have represented producer, end-user, trading and mid-stream clients in all varieties of natural gas transactions effecting their businesses. Among the transactions and matters our lawyers have handled in the past two years are the following:
- Provided legal support for clients involving trading contracts (including the GISB contract), long term origination agreements, producer services, structured transactions (such as energy management agreements and fuel supply agreements for power plants and asset management agreements for utilities and end-use customers), requests for proposals, transportation agreements and capacity transportation releases, gas processing agreements, and credit matters (including credit support arrangements and netting agreements).
- Provided back office support including working with contract administration and credit units to establish procedures and processes and also provided internal training seminars.
- Provided counsel in regard to regulatory matters pertaining to or affecting the client's energy businesses and facilities including participating in FERC and state proceedings, intervening in specific proceedings and attending hearings and technical conferences.
Energy Resources
Oil and Gas
In the oil and gas field, we have represented clients in both upstream, midstream and downstream markets, including major oil companies and large and small independent producers in exploration and production matters, including environmental and other permitting issues. We are also highly experienced in the acquisition and disposition of natural gas and petroleum pipeline and associated facilities, financing and tax structuring of production activities, including coalbed methane production, and in the offering and sale of interests in such activities as part of the financing process. As outside general counsel for a large independent petroleum refiner/marketer, we have handled a variety of financial, litigation and environmental matters involving refineries, product distribution networks and retail outlets.
We are skilled in all aspects of the ownership, operation, regulation and taxation of natural gas pipelines and distribution companies, including the construction, permitting and operation of gas transmission and gathering facilities, as well as low pressure distribution lines, compressor stations and storage facilities.
Additionally, our team's experience includes:
- Oil and gas leasehold issues
- Natural gas gathering
- Production on the Outer Continental Shelf
- Representation of state-wide oil and gas trade associations
- Natural gas purchase, sales and exchange transactions
- Natural gas transportation, storage, processing and gathering contracts
- Qui tam litigation
- Fuel supply management agreements
Coal
Businesses in the coal industry face unique issues. The lawyers of McGuireWoods' coal group have a wealth of experience addressing these issues -- working with coal producers, coal transportation companies, utilities and coal service providers to solve challenges in virtually every aspect of the industry.
Our experience includes long-term supply contracting, permitting, environmental compliance, surety and bonding, reclamation, labor relations, governmental regulation, royalties, contract compliance, force majeure declarations, reserve acquisition and sale, price redeterminations, and merchant trading.
We have experience working for producers, utilities, and coal service providers as outside and in-house counsel, providing assistance that lawyers who concentrate on other industries do not fully understand. We have gone into mines to see why production goals cannot be met; stared down union organizers that work to increase costs beyond what revenues can pay; and unraveled complex title disputes to find enforceable lease grants, to name just a few examples of our experience.
Though our members are seasoned coal lawyers, they have the advantage of being part of a law firm with sophisticated experience in every aspect of business and industry. Our coal lawyers regularly call on the valuable resources of the firm in many disciplines to ensure that our coal clients can take advantage of the latest developments in complex legal areas including corporate governance, real estate and environmental, financial services, labor, litigation, securities, and tax and employee benefits, among dozens of others.
Nuclear
Within its energy and utilities practice, McGuireWoods offers to clients depth and experience in legal aspects of the U.S. and international nuclear industry.
Our lawyers have:
- Served as lead counsel to Dominion Resources in the purchase of Millstone Power Station in Connecticut.
- Advised and negotiated physical power exchanges between unit entitlement holders in Seabrook and Vermont Yankee nuclear facilities.
- Handled the documentation, arbitration and litigation of power plant construction claims and equipment warranties and failures on behalf of our clients.
- Counseled clients in major nuclear fuel cost disputes, uranium enrichment, conversion and storage and for the manufacturing of fuel rods.
Additionally, our environmental team provides ongoing support to our clients in the nuclear industry, addressing environmental issues unique to nuclear facilities. We have experience with nuclear-specific software vendors and industry groups, which enables us to give our clients an advantage in negotiating software licenses, maintenance agreements and assignments.
Other Regulated Companies
In addition to our energy regulation practice, we have represented clients in many matters involving telecommunications companies, with emphasis on mobile communications technologies such as cellular mobile radio, personal communications services and mobile satellite service, including regulation, deregulation and taxation of such companies. We also have experience representing investor-owned and public water and sewer utilities, as well as customers of such utilities, including state rate, certificate, condemnation and land-use proceedings and taxation matters.
International Energy Other Regulated Companies
The global energy market is in a state of dynamic change. The U.S. energy market is undergoing major restructuring, while nations around the world are privatizing existing utilities and exploiting new energy sources. International markets for energy products and services are becoming increasingly competitive, and utility functions once administered by separate state monopolies are now converging.
McGuireWoods has facilitated efforts by U.S. energy companies to expand overseas as opportunities arise for new energy and utility projects or refurbishment of existing ones. McGuireWoods lawyers regularly represent clients in complex international financial and development transactions, including various aspects of power projects, financings, and transactions in Latin America, the Caribbean, Europe, the Former Soviet Union and Russia, and Asia.
International energy projects often require a legal team capable of integrating U.S. law with that of another nation. A multi-disciplinary approach is often needed to fully support an energy transaction. McGuireWoods can provide the support needed to negotiate with foreign governments and businesses, especially when structuring complex project financings. McGuireWoods can provide regulatory, finance, tax and corporate lawyers to help finalize complex international deals.
Our ability to call on the full resources of the firm instantaneously from anywhere in the world is an important part of our ability to provide clients with first rate service on a worldwide basis. Moreover, our lawyers and legal assistants have substantial language and foreign cultural skills. They speak, among other languages, Russian, Dutch, French, German, Italian, Spanish, Kazakh, Afrikaans, Urud, Pushtu and Hindi. Many have lived in foreign countries, and a number are licensed to practice law in more than one country. Their knowledge of foreign language and culture are invaluable assets to clients transacting business in international jurisdictions and markets.
Representative Transactions
McGuireWoods' international energy experience includes the following:
- Represented a major U.S. utility holding company in connection with the successful $2.2 billion acquisition of an English regional electric company (REC), including interim bank financing and Reg 144A private placement of permanent debt.
- Represented Dominion Energy, Inc. in connection with the divestiture of its Latin American assets in Argentina, Bolivia, Belize and Peru to Duke Power.
- Representation of the governments of Taiwan and Romania regarding the opening of their energy and other markets to U.S. investment.
- Served as counsel to the O&M contractor for negotiation and documentation of its O&M contract for a 230 MW power project in Pakistan.
- Represented a central Asian seller/lessor/grantor in the sale, lease, grant of concession and grant of management rights for a 2,500 MW coal fired power plant, cross border transmission capacity, two hydro electric power facilities and a regional distribution grid, respectively.
- Represented Entergy and its consultants in the acquisition and renovation of a coal fired electrical power plant in Bulgaria including a cross border power purchase agreement.
- Represented consultants to Westinghouse in the renovation of a project in Bulgaria.
- Delivered a legal opinion to Westinghouse concerning the enforceability of Russian Government indemnification in connection with the renovation of a nuclear power plant in St. Petersburg.
- Handled various aspects of energy and infrastructure projects in Europe, South America and the Middle East, including
- power sales agreements
- fuel supply and transportation agreements
- thermal energy sales agreements
- EPC agreements, environmental and other permitting matters
- concession issues
- government and commercial bank guarantees
- ECA and project financing.
Industrial/Infrastructure Projects
- Represented developers in connection with the development, acquisition, sale and financing of seven "inside-the-fence" industrial power facilities, including electric and steam assets and recovery boilers involving 25 sites in the U.S. and Canada.
- Represented Lucent Technologies in the formation of a telecommunications joint venture in Kazakhstan. The transaction was funded in part by the Defense Enterprise Fund.
- Representation of Kazakhtelecom in the restructuring of its earth station joint venture with Deutsche Telecom and the services agreement between the parties for international traffic.
- Representation of Kazakhtelecom in the restructuring of its joint venture with Telstra International Limited of Australia.
- Representation of Katelco, Kazakhstan's national television company, in its negotiations with Comsat for a nationwide satellite broadcasting network.
- Representation of a large private Russian telecommunications company with licenses for provision of both voice and data transmission internationally and throughout the Former Soviet Union. We have successfully represented the enterprise in the sale of minority portions of its capital stock to Western partners, as well as in negotiation and documentation of traffic agreements with other telecommunications companies around the world.
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