Transactions

Our transactional counseling encompasses the spectrum of energy industry issues, including off-take agreements, commodity hedges, construction contracts, utility service agreements and asset transfers, including environmental provisions, regulatory obligations and environmental permitting.  We also perform merger due diligence, including with respect to environmental liabilities and associated tax counseling.

Representative matters include:

  • Advising a petroleum refinery on the obligations and procedures for meeting the federal mandates for reformulated gasoline.
  • Reviewing and advising on numerous off-take agreements, long-term supply agreements, forward sale agreements, pipeline agreements and commodities hedge agreements.
  • Represented a joint venture partner involved in a wind farm project in West Butte over whether the other joint venture partner violated its contractual and fiduciary duties related to a power purchase agreement.
  • Advising an energy company regarding construction of a three gigawatt natural gas-fired electric generating peaker plant, including securing New Source Review permits, Title IV acid rain permits and operating permits.  Because of the pressing construction schedule, this permitting process was completed in less than nine months.
  • Representation of the senior lenders to an early-stage solar project developed by an Israeli company.
  • Representation of the agents and arrangers of the $460 million construction and project financing for the Battleground and Deer Park cogeneration facilities
  • Representation of Cargill, Incorporated, Cargill Commodity Services, Inc. and Cargill Biofuels Investments, LLC with respect to the $275 million construction and limited recourse financings of three Greenfield ethanol facilities in Nebraska, Ohio and Indiana, each with nameplate capacity of 100 million gallons-per-year of fuel grade ethanol.
  • Representation of the agents and arrangers of the Trailblazer and Overthrust pipeline financings.
  • Representation of Continental Bank, as Administrative Agent, and Citibank, N.A., as Collateral Agent, with respect to a $1.19 billion Senior Secured Credit Agreement for Commonwealth Edison Company.
  • Representation of a public company client focused on solar, hydrogen and hybrid battery technologies, in a broad range of corporate, securities, joint venture, intellectual property and other matters.
  • Representation of a private company focused on a proprietary cutting-edge energy conservation solution, with respect to corporate formation, licensing, trademark registration and other intellectual property asset management counseling.
  • Representation of America’s Renewable Energy, the owner and developer of a 60 million GPY bio-diesel facility in Quincy, Illinois.
  • Representation of Black River Asset Management, a Cargill affiliate, as manager of several renewable and clean energy funds, with respect to several debt and equity investments to be made in the US, Brazil and Argentina, including a series of anaerobic digester facilities located in western United States.
  • Representation and counseling of landowner in negotiation of a multi-parcel energy pipeline transmission agreement including right-of-way easement, construction agreement, crop restoration obligations and conditions for continued use of the property by the landowner.
  • Representation of the borrower in a project finance restructuring of five power plants.
  • Representation of BP in the $1.2 billion divestiture of its Alliance refinery and related assets.
  • Formation of a biofuels joint venture between Honeywell subsidiary, UOP LLC and Ensyn Corporation.
  • Acquisitions and related financing transactions of natural gas fields in Canada and Ecuador.
  • Representation of Sanwa Bank and Paribas, as arrangers of the financing of the 350-550 MW Rades IPP plant in Tunisia, developed by affiliates of CEA, Sithe and Mitsubishi.
  • Representation of Bank of Nova Scotia and Chemical Bank, as agents and arrangers of the $460 million project financing of the Battleground and Deer Park cogeneration facilities for Occidental Petroleum Corporation.
  • Miscellaneous acquisitions and financings for Louisville Gas & Electric, including $200 million+ acquisition of natural gas pipeline company.
  • Represented Lukoil in a $1.5 billion long-term export-backed financing by a consortium of five western money-center banks.
  • Acquisition of Powerine Refinery by Castle Energy Corporation, including due diligence, drafting and negotiating acquisition agreement, and negotiating and closing the $100 million senior credit facility in connection therewith.
  • Formation of Pacalta Resources, Ltd. and acquisition of oil and gas fields in Alberta and Ecuador.
  • $100 million senior working capital loan and issuance of $120 million senior notes and related exchange offer by Pacalta Resources, Ltd. (144A/Reg. S transaction).
  • $120 million project financing of an Indian refinery.
  • Working on a startup of a municipal solid waste to solid fuel alternative energy company.
  • Purchase price allocations and equipment financing for a renewable energy company.
  • Representation of a start-up alternative fuels company, regarding overseas equipment sales.
  • Representation of investors in a rooftop solar company operating in Rwanda.
  • M&A and other corporate work for a company engaged in power delivery and control systems.
  • Counseling for an investment in a solar panel manufacturer.
  • Prepared a Utility Services Agreement in Michigan providing for provision of utility services through a central utilities complex for a manufacturing facility.