Cadwalader is "very knowledgeable and really know[s] how to translate energy law into easy-to-understand advice." - Chambers USA
Cadwalader's leading Energy & Commodities team has wide-ranging and extensive experience in all forms of complex transactional matters involving energy, including the power, oil and gas, biofuels, renewable energy, agriculture, metals and derivatives sectors. We provide counsel to leading U.S. and international financial institutions, investors; oil, power and gas companies, producers, and developers; industrial and commercial customers; trade associations; hedge funds; commodity marketers; and exchanges and clearing organizations in mergers and acquisitions, joint ventures, securities, private equity, structured transactions, all forms of debt finance, as well as restructuring should the need arise.
In addition to their own experience and substantive knowledge, the team is able to rely on the skills of other Cadwalader professionals in many other areas of the firm with experience in energy and commodities issues, including our market-leading antitrust, capital markets, corporate, financial restructuring, litigation, regulatory and tax practices.
Mergers & Acquisitions: Our M&A and private equity lawyers have worked on many of the most complex and noteworthy mergers, acquisitions, recapitalizations, spin-offs, and split-offs in recent years as well as advised Fortune 500 companies, their boards, and senior executives on complex corporate governance matters. In the energy field, we have worked with domestic and foreign entities to acquire, sell, or invest in a wide range of energy and commodity related businesses, including those involved in energy generation, exploration, production, storage, transportation, distribution, trading, marketing, and technology.
Cadwalader advises some of the world’s largest private equity firms and consortiums, investment funds, and financial institutions on the legal issues affecting financial sponsors in the energy and commodity sector, providing market intelligence and insight in domestic and international leveraged buyouts, structured equity investments, mezzanine investments, and growth capital investments. In providing these services, we draw upon the firm’s deep knowledge of the energy and commodities industries and related regulation, our strong corporate skills, and the experience of colleagues in other market-leading practices that are critical to successful deal execution.
Finance: Drawing on our significant syndicated and structured finance capabilities and experience across financial products, ratings levels and industries, Cadwalader attorneys act as agent’s/lender’s or borrower’s counsel in a broad array of transactions, including:
- Secured and unsecured syndicated, “club” and single-bank financings
- Leveraged financings
- Asset-based lending transactions
- Second lien and mezzanine financings
- Special opportunity lending
- Rescue financings and debtor-in-possession financings
- Complex cross-border financings
- Commodity repurchase financings
- Hedge fund financings
- Merchant banking activities
- Letter of credit transactions
Projects and Infrastructure: Cadwalader attorneys who focus on energy infrastructure projects draw on a unique combination of practical experience, commercial acumen, and substantive legal knowledge to represent clients involved in new and existing infrastructure projects. Whether in emerging markets or developed countries, we are able to bring to bear an appreciation of the full range of development and financing risks, including foreign investment considerations, tax implications, antitrust and competition, and corporate legal issues, to effectively structure transactions. Our clients in this area include leading public and private industrial companies, commercial and investment banks, private equity and investment funds, insurance companies, multilateral financing organizations, export credit agencies, developers, sponsors, trustees, and sovereigns.
Structured Transactions: Cadwalader’s early roots in the derivatives markets, representing issuers, dealers, and end-users, provides our practitioners with an extraordinary understanding of the fundamental building blocks that form the basis of complex structured transactions. From participating in the “idea stage” and the creation of structures and products, to negotiating with transaction parties and drafting documentation, to closing such transactions, Cadwalader attorneys have participated in all facets of structured transactions, including, during the recent economic downturn, managing the restructuring, workout, and liquidation of such deals.
In the energy and commodities sector, we have advised producers and buyers of commodities on a wide range of structured deals and risk management techniques to mitigate commodity price risk. This includes engaging in scenario analysis to counsel our clients on how a range of factors may affect the economics of their arrangements. Our team structures arrangements that can be used to reduce the exposure of project owners to commodity prices, including long-term purchase agreements, off-take agreements, tolling agreements, and physical and financial hedges. We also have experience with energy and supply management agreements as well as with asset and transportation optimization agreements, all of which implicate important regulatory and credit issues.
Commodity Trading Agreements: Our energy team brings significant experience to the preparation of master commodity and derivative trading agreements and related documentation for over-the-counter physically and financially settled transactions, including ISDA agreements, EEIs, NAESBs, GasEDIs, “homegrown” master agreements, and long-form confirmations, across all types of commodities.
Capital Markets: Representing issuers, purchasers, and underwriters in the domestic and foreign public and private capital markets, Cadwalader participates in the full range of securities transactions, including initial public offerings, exchange and secondary offerings, private placements, workouts, convertible debt and equity securities, and hybrid securities, in the U.S. and Eurodollar markets.
Municipal Transactions: The energy and commodities team, together with our leading municipal capital markets team, has extensive experience in the field of municipal commodity transactions, providing advice to clients regarding their use of swaps, forwards, forward delivery agreements, and other hedging arrangements with municipal and governmental entities.
Restructuring: Cadwalader brings unique synergies to the restructuring and workout of complex energy projects and transactions. With highly regarded attorneys and international experience in energy and power, project finance, bankruptcy, litigation, and derivatives, our energy restructuring team is knowledgeable about the intricacies of the industry and has the practical knowledge and experience to unravel troubled projects and transactions around the globe. On behalf of our clients, we have tackled the unforeseen events that can hinder or derail an energy, infrastructure, or privatization project—issues affecting development, construction or operations, failed financing, or political or social upheaval—as well as many similar issues, working closely with all project participants, including banks, private equity and investment funds, insurance companies, multilateral financing organizations, export credit agencies, developers, sponsors, trustees, and sovereigns. Our team delivers effective counsel on reorganizations, workouts, spin-off transactions, and the acquisition and disposition of distressed assets and operations, successfully pursuing the interests of debtors, secured and unsecured creditors, and other parties in numerous administrative, bankruptcy and judicial proceedings.
Experience
Mergers & Acquisitions and Joint ventures
Trading Portfolio M&A
- Barclays Bank PLC in connection with its acquisition of the U.S. power and gas, base metals and crude oil trading businesses of UBS AG.
- Barclays Bank PLC in the acquisition of substantially all of Duke Energy North America's multibillion-dollar portfolio of physical power contracts, natural gas contracts and derivatives contracts, including assisting Barclays Capital in securing regulatory approvals and third-party consents and in novating the transactions from Duke and its affiliates to Barclays Bank.
- Constellation Energy in the acquisition of ONEOK Energy Marketing Company, a retail natural gas marketer with annual revenues in excess of $350 million and business operations in Arizona, Arkansas, Colorado, Indiana, Kansas, Missouri, Nebraska, New Mexico, Oklahoma, Texas, Utah, and Wyoming, from ONEOK, Inc.
- Constellation Energy Group in the sale of the assets comprising its wholesale power trading business in the Western Electricity Energy Council power region to Eagle Energy Partners.
- Constellation Energy Group in connection with an investment in a trading exchange formed by NYMEX and a number of large energy trading institutions (e.g., Goldman Sachs, Merrill Lynch, Morgan Stanley, JP Morgan) to trade emissions and other "green" credits.
- Credit Suisse International and certain of its affiliates, including Credit Suisse Energy LLC and Credit Suisse Energy (Canada) Ltd. in connection with the sale of its U.S. and international portfolios of physical and financial commodity transactions to certain Citigroup affiliated entities. The transaction portfolios included physical and financial (swaps and futures) natural gas, base metal, precious metal, oil, coal, freight, power and emissions contracts.
- Deutsche Bank AG in connection with the sale of its US power trading book to Citigroup Energy and the sale of its North American natural gas trading book to Morgan Stanley Capital Group.
- J. Aron & Company, a wholly owned subsidiary of The Goldman Sachs Group, Inc. in connection with its acquisition of the international commodities trading business of Constellation Energy Commodities Group, Inc. (CECG).
- Macquarie Group subsidiary Macquarie Cook Power in the acquisition of the wholesale electric marketing and trading portfolio of Integrys Energy Services.
- Mercuria Energy Group Limited in its acquisition of JP Morgan’s physical energy and commodities business, a deal initially valued at $3.5 billion.
- Merrill Lynch & Co., Inc., and its wholly owned subsidiary, Merrill Lynch Commodities, Inc. in the purchase of the U.S., Canadian and European energy trading business of Entergy-Koch, LP, a joint venture formed by Entergy Corporation and Koch Industries, Inc.
- Morgan Stanley in the acquisition of substantially all of the wholesale power trading portfolio of El Paso Marketing, L.P. (EPM), a subsidiary of El Paso Corporation.
- Morgan Stanley in the acquisition of the wholesale power trading portfolio of Duke Energy Trading and Marketing. Cadwalader attorneys also negotiated with more than 30 different counterparties to secure novations of the transactions from Duke to Morgan Stanley within 60 days of the execution of the purchase agreement.
- Morgan Stanley Capital Group in the purchase and transfer of Pinnacle West's trading portfolio, compromised of physical and fin ancial power and gas trades, as well as interstate gas transportation agreements.
- Numerous investment banks and futures commission merchants in evaluating potential acquisitions of, and regulatory issues applicable to, commodity brokerage firms, electronic trading facilities and internet-based forex trading systems.
- Power marketing affiliate of an international financial institution in connection with sale of its U.S. power and natural gas trading business to an affiliate of a major international oil company. The parties executed a purchase and sale agreement and mirror transaction confirmation under which the seller agreed to transfer to the buyer the market risk associated with the trading business.
Asset M&A
- American Renewables, LLC in the sale of 100 percent of its membership interests in Nacogdoches Power, LLC to Southern Power Company. Nacogdoches Power is in the process of developing an approximately 100 megawatt nameplate capacity biomass-fired power plant near Nacogdoches, Texas, which Southern Power Company, as its new owner, will bring to completion.
- Avon Energy Partners Holdings Bondholders in Scottish and Southern Energy PLC's acquisition of Aquila Sterling Ltd. for £1.1 billion.
- Bank of America and Merrill Lynch in connection with several of the energy-related approvals necessary to consummate their merger.
- Bear Energy in the acquisition of power plant assets and related trading contracts from a US based electric generation company.
- Central Hudson Gas & Electric, ConEd of New York and Niagara Mohawk Power in the sale of their combined electric generation plants and related assets to Dynegy.
- Constellation Energy's Projects & Services Group in the acquisition of the energy services company CLT Efficient Technologies.
- Constellation Energy in the acquisition of Water & Energy Savings Corporation.
- Dayton Power & Light in the sale of an energy-related private equity portfolio for $850 million.
- DPL, Inc. (Operator of the Dayton Power & Light Utility) in connection with the acquisition of all outstanding shares by AES Corp. for approximately $4.7 billion.
- EDF Trading Limited in the acquisition of L'Energia, a 82MW combined cycle gas turbine power plant in Lowell, Massachusetts.
- Investor group including Kayne Anderson Capital Advisors and Encap Investments in the acquisition of Plains Resources.
- Exelon Corporation, one of the nation’s leading competitive energy providers, on its agreement to purchase Integrys Energy Services, Inc., competitive retail electricity and natural gas subsidiary, for approximately $240 million.
- Macquarie Group subsidiary Macquarie Cook Energy (MCE) in the acquisition of the downstream gas assets of Constellation Energy.
- Merrill Lynch & Co. in connection with its purchase of SPE Alstom, a company that owns 16 electric power substations, three transmission lines and two geothermal plants in Mexico.
- Morgan Stanley in the purchase of all the interests in Power Contract Finance, LLC, a special-purpose vehicle with a valuable long-term contract to sell electricity from El Paso's Bayonne QF to PSE&G.
- Morgan Stanley in the purchase of all the equity interests in Utility Contract Funding II, LLC, a special-purpose vehicle limited liability company which, simultaneously with its purchase by Morgan Stanley, received assignment of a valuable long-term contract to sell all of the electricity of Calpine's Newark and Parlin qualifying facilities (QFs) to JCP&L (the UCFII transaction).
- Morgan Stanley Capital Group in the acquisition of the general partnership interest in TAQA Gen X LP from RBS Sempra Commodities.
- PEPCO in the sale of certain generation and related assets to Gen On Energy.
- Private investor in the acquisition of a local gas distribution company from a utility.
- Xstrata PLC in the sale of its Noranda aluminum division to Apollo Management.
- YPF, S.A. Restructuring of its equity and debt investments in the United States.
Finance
- Bank of America, as lead arranger, in connection with structuring, negotiating and executing a senior secured financing facility for Guadalupe Power Partners, LP, which owns and operates an approximately 1,000 MW natural gas-fired power plant located in Guadalupe County, Texas.
- Merrill Lynch Commodities, Inc., in several senior or subordinate lien financings involving securing energy commodity hedges through the sharing of collateral on power plant assets with first lien bank lenders.
- American Renewables, Inc., as project sponsor, in obtaining approximately $500 million in equity and first lien syndicated secured construction financing for Gainesville Renewable Energy Center, a 100 MW biomass facility in Gainesville, Florida. The deal was named ‘North American Biomass Deal of the Year 2011’ by Project Finance.
- Bank of America, as lead arranger, in connection with the $302 million first lien term loan, $110 million second lien term loan, and $15 million working capital facility for the 1200 MW La Paloma generation facility.
- Bank of America, as energy manager, in developing intercreditor arrangements for up to $335,000,000 in first lien obligations and $60,000,000 in second lien obligations for the 1,000 MW Odessa power facility located in Ector County, Texas.
- Citigroup Energy Inc., in providing a project asset secured wind hedge to a subsidiary of Invenergy, in connection with the $175 million financing and construction of a wind project in New York.
Structured Transactions
Commodity and Derivative Hedges
- Citigroup Energy Inc. in providing a project asset secured wind hedge to a subsidiary of Invenergy, in connection with the $175 million financing and construction of a wind project in New York
- Citigroup Energy Inc. in providing a project asset secured wind hedge to Noble Environmental Power, in connection with the financing and construction of three related wind projects in New York
- Morgan Stanley in connection with a structured hedge and tolling arrangement secured by a power plant and related assets located in Georgia.
- Macquarie Energy LLC in connection with a structured hedge and supply arrangement secured in part by a 115MW dual fuel cogeneration plant power plant located in Bartow, Florida
- a wind developer regarding regulatory issues associated with a secured financial hedge as part of the financing of wind facilities
- Prominent wind developer in negotiating a series of secured energy hedges in connection with constructing wind generating assets in the mid-Atlantic and northeast regions.
- The power trading affiliate of an investment bank in connection with its entry into a structured natural gas hedge with a Texas-based oil and gas exploration and development company. The company transferred the hedge to a special purpose vehicle in connection with a Shari'a (Islamic law) compliant bond offering.
- Financial institution in negotiating a complex hedging agreement including financially-settled options and a capacity swap in connection with a private equity fund's acquisition of multiple power plants in New York City.
- Commodity arm of a financial institution in a complex hedge agreement that contained several financially-settled heat rate options.
Innovative Credit Support and Collateral Arrangements
- Constellation Energy Resources, LLC, in the negotiation and documentation of a three year all requirements natural gas supply facility provided by Macquarie Cook Energy, LLC, secured by all of the assets and equity of Constellation's retail gas business.
- Constellation Energy Commodities Group, Inc., in the structuring and documentation of a secured electric energy supply facility for an Ontario, Canada, based retail electricity supplier including intercreditor agreements to share liens with CIBC and a club of wholesale energy suppliers.
Commodity Prepay Arrangements
- Commercial bank in an all-requirements electricity prepay for a conservation district in California.
- Commodities trading arm of an investment bank in a contemplated electricity prepay in Ohio that is in the structuring phase.
- Negotiated on behalf of a large US commercial bank in the documentation of up to five planned natural gas pre-pay transactions with municipal aggregators in the Southeast and upper Midwest. Our client was the commodity supplier and liquidity supplier, as well as a counterparty in the rate swaps and commodity swaps in these transactions.
- Commodity trading arm of a large German commercial bank in the negotiation and analysis of several prepay commodity swaps where our client was looking to replace the current commodity swap provider (which was experiencing severe financial distress) in several existing natural gas prepay transactions.
- Commodities arm of a large US commercial bank pre-paid VRDB deal with a natural gas public energy agency, where the client acted as the natural gas supplier.
- Negotiated, on behalf of a major commercial bank acting as a swap counterparty, the swap documentation, gas remarketing agreement, indenture, and associated documents for a municipal pre-paid natural gas transaction and a separate pre-paid electricity transaction.
Restructurings
- Certificateholders related to the leases of the Roseton and Danskammer plants in the bankruptcy of certain subsidiaries of Dynegy.
- Certificateholders related to the leases of the Somerset and Cayuga plants in the bankruptcy of AES Eastern Energy, L.P.
- Noteholders related to restructuring of lease obligations of a three-unit, coal-fired electric generating station with an aggregate capacity of 1,884 MW.
- Noteholders related to the successful restructuring of leveraged lease financings for the South Point, Broad River, and RockGen plants in the bankruptcy of Calpine Corp.
- Creditor’s committee in the chapter 11 case of Mirant Americas Generation.
- Caribbean Petroleum Corp. in its chapter 11 cases.
- Constellation Energy Commodities Group, Inc., in the bankruptcy of Catalyst Energy Group, an Atlanta, Georgia, based retail gas supplier for which Constellation was the senior secured lender.
- Enron Corp. as company counsel on energy and derivatives issues before and during its chapter 11 case.
