Troutman Sanders' Project Development and Finance Group is a global market leader in providing comprehensive legal advice to utility, non-utility, financial, industrial and government clients engaged in infrastructure-related businesses in the United States and throughout the world. Our project attorneys have substantial transactional, financing and regulatory experience in the electric power, natural gas, water supply and treatment and transportation industries. That experience gives us a solid basis to provide practical and creative advice to clients engaged in project development, privatization, divestitures, mergers and acquisitions and project and corporate financing. Whatever the project requirements or context, whether development or acquisition, regulatory structuring or financing, our Project Development and Finance Group provides clients with effective and efficient solutions.
Troutman Sanders' track record for providing innovative infrastructure development and finance solutions is rooted in large part in its longstanding counsel - going back to the 1920s - to many parties in the electric power industry. Out of this practice Troutman Sanders became actively involved in the growth of the independent power industry in the early 1980s. Building on these early experiences, Troutman Sanders has developed a dynamic, worldwide project development and finance practice, helping guide some of the most influential developers, investment banks and lenders associated with the electric power industry, particularly during the recent and ongoing restructurings of electric power markets. Our project and infrastructure development and finance experience has extended to other industries as well, including natural gas pipelines, water supply and treatment facilities, airports and toll roads.
Breadth of Experience
Troutman Sanders' Project Development and Finance Practice Group has extensive experience and expertise in all legal disciplines necessary to produce a successful project regardless of its stage of development. The breadth of that experience and expertise is supported by the Firm's other practice groups, including the Bankruptcy, Compensation and Employee Benefits, Corporate and Securities, Environmental and Natural Resources, Federal Regulatory Policy, Intellectual Property, Labor and Employment, Lending and Structured Finance, Public Finance, Real Estate, Tax and Utilities Practice Groups. This full service capability allows us to offer clients a fully integrated legal team with the optimum breadth of specialization in order effectively and efficiently to address the many complex legal issues associated with an infrastructure project, privatization, divestiture, acquisition, financing or ongoing management. Following are some of the areas in which Troutman Sanders can offer assistance:
Project Structuring
Development of project ownership and financing arrangements designed to limit corporate liability, optimize tax treatment and permit efficient financing of a project or portfolio of projects, while at the same time complying with applicable regulatory requirements.
Tax Planning
For U.S. taxpayers and subsidiaries of U.S. taxpayers, advice on ways to minimize effective worldwide tax rates by using such strategies as lowering foreign income and withholding taxes, applying tax treaties, using offshore holding companies, deferring U.S. residual tax, maximizing the availability of U.S. foreign tax credits and minimizing Subpart F income.
Bidding and Ownership Arrangements
Assistance in negotiating and documenting joint bidding arrangements and in negotiating and documenting agreements dealing with the subsequent ownership of the project should the bid be successful. Group attorneys offer substantial experience in drafting and negotiating joint development agreements, consortium agreements, shareholder agreements and share purchase agreements.
Documentation
Drafting and negotiation of relevant project documents, including share purchase agreements, asset purchase agreements, offtake agreements, fuel supply and transportation agreements, operating agreements, interconnection agreements, physical and financial energy and derivatives trading contracts, shareholders' agreements, lease agreements, engineering agreements, construction agreements, equipment purchase contracts and longterm service agreements.
Debt Financing
Representation of lenders, borrowers, issuers and underwriters in furnishing or obtaining interim and permanent debt financing, including drafting bank information memoranda; offering memoranda and registration documentation, and drafting and negotiating financing term sheets, loan and security documentation and underwriting agreements. Group attorneys are experienced in a wide array of financing arrangements, including domestic and international project loan syndications, hybrid project and corporate credit financings, domestic and international private placements, public bond offerings, Rule 144A offerings, leveraged, synthetic and other lease financings, construction and term financing, bridge financing and various structured financing arrangements.
Equity Financing
Representation of purchasers and sellers in the purchase and sale of equity interests, including advice on applicable securities laws, preparation of registration statements and other disclosure documents, and preparation and negotiation of constituent documentation such as share purchase, shareholder and partnership agreements.
Government Interaction and Negotiation
Evaluation of bid request documents in the context of privatizations, drafting and negotiation of government implementation agreements, guarantees and concession agreements, assistance in lobbying for legislative or regulatory solutions and/or restructuring and assistance in drafting and negotiating all other written agreements and arrangements with government agencies necessary for a successful project.
Energy Trading and Marketing
Representation of an array of clients in the energy trading wholesale and retail markets, including both marketers and producers. Attorneys in the Group have prepared and negotiated master forward trading agreements and related security arrangements including EEI and GISB contracts; ISDA(c), ERMA(c) and proprietary form master swap agreements for over-the-counter energy risk management and derivative trading transactions; and short form swap confirmation agreements. They have also developed an array of agreements for retail energy marketing running the spectrum from highly structured and customized long term requirements contracts for large industrial and commercial customers to short and simple contracts for use with less sophisticated end-use customers.
Detailed Due Diligence Activities
Design and execution of detailed legal due diligence investigations of contracts, agreements and other documents relevant to the assets or business being acquired. Review of local laws and regulations (including labor and environmental requirements) that could adversely affect the acquisition, construction or operation of the project or the repatriation of profits.
Preliminary Development
Preparation of confidentiality agreements, engagement letters with consultants and legal and financial advisors, letters of intent and like agreements with potential business associates and customers. Group attorneys also perform a preliminary analysis of local laws, usually with the assistance of local counsel, to determine whether an adequate legal framework exists to support private investment.
Additional Experience
The Troutman Sanders Project Development and Finance Practice Group's experience and expertise is supported by more than 30 other specialized practice groups at the Firm. The groups that most frequently provide additional services are described below.
Bankruptcy
Expert counsel to borrowers, lenders, secured creditors and committees of unsecured creditors in workouts and restructurings in the utility and independent power industries.
Compensation and Employee Benefits/Labor and Employment
Development and implementation of strategies on work force transition issues, negotiation of work force transition procedures and agreements, negotiation of collective bargaining agreements, development of pension and welfare benefits schemes, negotiating benefit fund asset transfer, and preparation of plan documents; due diligence review of compensation, pension and labor issues for proposed acquisitions and dispositions.
Corporate and Securities
Expertise in a broad range of transactional practice areas, including mergers and acquisitions, tender offers and takeover planning, proxy contests, spin-offs and reorganizations, registered offerings and private placements of equity and debt securities, shareholder arrangements, employment and consulting agreements, and outsourcing transactions.
Environmental
Evaluation of applicable environmental standards and other environmental risks, including reviewing environmental site assessments, compliance audits, and development of environmental risk allocation agreements. Assistance in permit transfers and in application for applicable air and water emissions permits.
Lending and Structured Finance/Public Finance
Representation of lenders and borrowers in lending and financing transactions focusing on secured and unsecured lending and equipment leasing; municipal finance transactions, serving as bond counsel, representing underwriters, banks, insurance companies and other purchasers of municipal bonds, corporate trustees and issuers of letters of credit.
Regulatory
Development and implementation of strategies to address federal, state and local regulatory requirements related to infrastructure projects and mergers and acquisitions, including preparation of applications for approvals and exemptions by FERC, the SEC and local regulatory bodies. Evaluation and design of regulatory systems outside the U.S. and design of necessary amendments to existing regulatory structure.
Tax
Expertise in structuring acquisition and ownership arrangements from international, country and local tax planning perspectives.
