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Energy and Infrastructure Projects

“Their industry knowledge is extremely good — they regularly provide mailings and hold seminars for clients. They are also very understanding of clients’ business needs, and very willing to pull out all the stops and throw the whole team in when needed.” — Chambers USA 2013 
 

Skadden has one of the world’s most experienced practices focused on energy and infrastructure transactions, including mergers and acquisitions, project finance and project development across all fuel types. With attorneys in New York, Washington, D.C., Hong Kong, Houston, London, Singapore and Moscow, Skadden has closed hundreds of difficult and complex transactions throughout North America, Latin America, Europe, Africa, Asia and the Middle East involving energy-related and other infrastructure facilities. We received the Chambers USA Award for Excellence for “Energy Projects: Power Team of the Year” for both 2012 and 2011, and we were named among Law360’s Energy Groups of 2012 and Project Finance Groups of 2011. In the 2013 Financial Times’ “US Innovative Lawyers” report, we received the top ranking in the Corporate & Commercial category for our representation of a consortium of private equity firms to create one of the world’s largest owner/operators of shallow water drilling rigs from the ground up. The 2012 report recognized our representation of Bank of America Merrill Lynch in its financing of SolarCity’s SolarStrong project was one of only two matters ranked in the top tier in the energy category. Skadden was recognized as one of the top energy and projects firms in the areas of oil and gas, power, electricity, and renewables and alternative energy by Chambers Global 2013 and Chambers USA 2013; and we ranked in the top tier for energy, project finance, and oil and gas by U.S. News — Best Lawyers “Best Law Firms” 2014 and Legal 500 2013 (renewable/alternative and regulatory). We also ranked first by deal value for transactions in the energy sector in both 2011 and 2010 by SNL Financial.

Project Finance

Skadden consistently has been at the forefront of the project finance market, representing lenders and borrowers in some of the most complex project financing transactions, including numerous “deals of the year.” Our experience includes advising borrowers, commercial banks, insurance companies, investment and merchant banking firms, export credit agencies and multilateral institutional investors and other financing institutions, corporate lenders, and venture capital investors in a large number of major energy project financings.

Recent project finance experience includes: 

  • a syndicate of 17 commercial banks in a US$949 million additional financing by Nakilat Inc. (Marshall Islands), a wholly owned subsidiary of Qatar Gas Transport Company. The financing consisted of US$803 million of senior secured debt facilities with commercial banks and US$146 million of subordinated secured debt facilities with commercial banks. The proceeds were used to complete the financing of Nakilat's fleet of 25 liquefied natural gas vessels to transport liquefied natural gas from Qatar to various markets worldwide.
  • a syndicate of 30 international and regional banks in the provision of US$4 billion of loans and credit facilities to finance the Qatargas 4 liquefied natural gas project in Qatar, a joint venture between Qatar Petroleum and Royal Dutch Shell plc. QG4 plans to sell 7.8 MMpts (metric tons per annum) of LNG to a wholly-owned subsidiary of Shell for export primarily into the North American gas market, but has an option to instead sell certain quantities of LNG to buyers in Japan and/or South Korea. The financing also included a co-financing facility provided by Shell Shareholder.
  • a syndicate of 32 international and regional banks and lenders in the provision of approximately US$2.4 billion in term loans and credit facilities to Qatar Aluminum Limited, a 50:50 joint venture between Qatar Petroleum and Hydro Aluminum AS (Norway), in order to finance an aluminum plant in Qatar.
  • a syndicate of international and regional banks in the provision of a US$720 million term loan and a US$250 million guarantee facility to refinance the current debt arrangements of Spanish Egyptian Gas Company (the owner of Damietta, a LNG facility in Egypt). Unión Fenosa Gas, S.A. (Spain) owns an approximately 80 percent stake in Spanish Egyptian Gas, while Egyptian Natural Gas Holding Company and Egyptian General Petroleum Corporation both own 10 percent stakes in Spanish Egyptian Gas. This financing included a US$50 million secured working capital facility provided by three members of the syndicate of banks.
  • AEI in the refinancing of a 250MW barge-mounted power plant in Puerto Quetzal, Guatemala.
  • ArcLight Capital Partners LLC, an energy infrastructure investment, private equity and venture capital firm, and its affiliate, Terra-Gen Power LLC in the acquisition and project financing, consisting of commercial bank and leveraged lease debt and equity financing of a 824MW renewable power portfolio consisting of 18 geothermal, wind and solar renewable power generation projects located throughout the United States.
  • Beal Bank Nevada as initial lender and its affiliate CLG Energy Finance, LLC as agent in the $350 million term loan facility to ATP Titan LLC, a subsidiary of ATP Oil & Gas Corporation secured by the ATP Titan, a production platform in the Gulf of Mexico, related assets and a 12-year offshore platform use agreement with ATP.
  • BNP Paribas, WestLB AG and Calyon as joint lead arrangers and the lending group in a $500 million financing relating to the acquisition of a portfolio of four natural gas fired power plants by LS Power Equity Partners, LP. The portfolio includes the Arlington Valley Project, a 568MW plant in Arlington, Ariz.; the Griffith Project, a 570MW plant in Kingman, Ariz.; the Rocky Road Project, a 333MW plant in East Dundee, Ill. and the Tilton Project, a 176MW plant in Tilton, Ill. The financing consisted of a $380 million term loan facility, a $50 million revolving loan facility and a $70 million letter of credit facility. The financing was secured by the equity interest in the borrower entity and the subsidiary project companies and the real property and physical assets of the borrower entity and the subsidiary project companies.
  • BNP Paribas; West LB AG; ING Capital LLC; Union Bank, N.A.; and Credit Agricole Corporate and Investment Bank as joint lead arrangers and the lending group in a $370 million financing relating to the distribution and contribution of the outstanding equity interests in Arlington Valley Project, a 568MW natural gas-fired power plant in Arlington, Ariz., from one subsidiary of LS Power Equity Partners, LP to an affiliate of LS Power. The financing consisted of a $300 million term loan facility, a $20 million revolving loan facility and a $50 million letter of credit facility. The financing was secured by the equity interest in and the real property and physical assets of the borrower entity and the subsidiary project company, as well as the assets of the holding company of the borrower entity.
  • Citigroup Global Markets Inc., Credit Suisse Securities (Europe) Limited and HSBC Bank plc as joint lead managers, and Commercial Bank of Qatar and Mitsubishi UFJ Securities (USA), Inc. as co-managers in a US$2.23 billion Rule 144A/Regulation S bond offering by Ras Laffan Liquefied Natural Gas Company Limited (3) in three tranches: a US$500 million offering of 4.5% Series E bonds due 2012, a US$1.1 billion offering of 5.5% Series F bonds due 2014 and a US$615 million offering of 6.75% Series G bonds due 2019. The bonds, along with a US$956 million loan from an affiliate of ExxonMobil, represent the final phase of a US$10 billion financing program for the construction of RasGas II and RasGas 3. This deal was named one of the "Global Top 10 Project Finance Deals" for 2009 by Dealogic.
  • Credit Suisse as agent for a group of lenders in connection with the restructuring of a US$250 million oil sands project in Alberta, Canada.
  • DZ Bank AG as lead arranger in the refinancing of $25 million of ancillary credit facilities that support the operational needs, and debt service reserve requirements for $410 million of senior secured bonds issued by, Tenaska Alabama II Partners L.P., a special purpose entity that owns an 885MW combined cycle natural gas power plant in Alabama.
  • Edison Mission Energy and its indirect wholly owned subsidiary, Viento Funding II, Inc. , in a $207 million financing of a portfolio of wind farms, including the 161MW (MW) Wildorado Project in Texas, the 120MW San Juan Mesa Project in New Mexico and the 81MW Elkhorn Ridge Project in Nebraska. The financing consisted of a $189 million secured term loan, a $13 million secured letter of credit facility and an approximately $5 million secured working capital facility. The financing was secured by a pledge of EME’s indirect ownership interests in the three projects. The proceeds of the term loan will be used to refinance a portion of EME’s capital contributions to the projects.
  • HSBC Bank plc and 15 international and regional commercial banks as lenders of a US$1.1 billion term loan facility and a US$500 million revolving loan facility to QAFCO Fertiliser Company (Qatar) to finance the Train 5 ammonia and urea expansion facilities located in Qatar (QAFCO 5).
  • Hudson Transmission Partners, LLC in the $850 million construction financing of its 660 MW underwater transmission line between New Jersey and Manhattan. The debt financing was arranged by The Royal Bank of Scotland plc and Société Générale, and the equity financing was provided by private equity funds managed by Energy Investors Funds and Starwood Energy Group Global, LLC.
  • IPSA Group plc (United Kingdom), a developer of power plant projects, as borrower of a US$20 million credit facility from Standard Bank Group Limited to finance gas turbines for the Coega Project (a combined cycle gas turbine project) near Port Elizabeth, South Africa. The loan was secured by the turbines, which were in storage in Italy.
  • Korea Export Insurance Corporation (KEIC) and a syndicate of 13 commercial banks in a US$1.5 billion additional financing by Nakilat Inc. (Marshall Islands), a wholly owned subsidiary of Qatar Gas Transport Company. The financing consisted of US$925 million of senior secured debt facilities with commercial banks, US$125 million of subordinated secured debt facilities with commercial banks and a US$450 million senior secured debt facility with a syndicate of commercial banks secured by KEIC. The proceeds were used to fund the building of Nakilat's nine additional liquefied natural gas vessels to transport liquefied natural gas (LNG) from Qatar to various markets around the world.
  • Landesbank Hessen-Thuringen Girozentrale in providing a US$50 million revolving credit and letter of credit facility to support TPF II Covert Holdings, LLC's (a holding company established by Tenaska Power Fund II) acquisition of New Covert Generating Company, LLC (which owns a 1,100MW electric generating facility consisting of three gas-fired combustion turbines and related equipment in Michigan) from MACH Gen, LLC.
  • Morgan Stanley & Co. Incorporated as lead arranger and initial purchaser in a $130 million Rule 144A offering of senior secured notes by Altra Nebraska, LLC, a subsidiary of Altra Inc. The offering financed the construction, installation and equipping of a dry-mill ethanol production facility located in Carleton, Neb. Altra Inc. is an acquiror and developer of renewable energy projects that is focused on the production and sale of ethanol and biodiesel.
  • P.T. Paiton Energy (Indonesia) in a US$1.3 billion financing from Japan Bank for International Cooperation and a consortium of commercial banks for Paiton III, a 815MW coal-fired power plant in Indonesia. The main shareholders of PT Paiton Energy are Mitsui & Co., Ltd., International Power plc and The Tokyo Electric Power Company. This was named "Project Finance Deal of the Year" for 2010 at International Financial Law Review's Asia Awards.
  • Peru LNG S.R.L. and its sponsors in the project financing of its $3.8 billion liquefied natural gas export project in Peru, including the approximately $2.1 billion senior secured financing provided by the International Finance Corporation, the Inter-American Development Bank, U.S.-Eximbank, and other export credit agencies and commercial banks, which was Latin America’s first LNG export project, the largest foreign direct investment in Peru’s history, and which has been named “Latin America Deal of the Year” for 2008 by Project Finance International and the “Best Energy Deal of the Year” for 2008 by LatinFinance. Skadden also represented Peru LNG in a related $200 million bond offering and a $75 million working capital facility.
  • Ruby Pipeline, L.L.C. (a subsidiary of El Paso Corporation) in connection with a US$1 billion proposed combined Rule 144A/bank financing of a gas pipeline.
  • Santander Investment Securities Inc. as sole bookrunner, documentation agent and syndication agent, and the lending group in a $100 million of the EcoGrove Wind Project, a 100.5MW wind farm in Illinois owned by EcoGrove Wind LLC, a subsidiary of Acciona Energìa, S.A. The financing consisted of a $100 million term loan facility and was secured by the equity interest in the real property and physical assets of EcoGrove Wind LLC.
  • Servizi Assicurativi del Commercio Estero (SACE), Qatar Islamic Bank Q.S.C. and Islamic Development Bank, The Bank of Tokyo Mitsubishi UFJ, Ltd. and a syndicate of 20 commercial banks in the $3.6 billion financing by Ras Girtas Power Company, a direct subsidiary of Qatar Petroleum and Qatar Electricity and Water Co. and an indirect subsidiary of Suez Tractebel SA (Belgium) and Mitsui & Co. Ltd. The financing was used to fund the construction of a power and water desalination plant in Qatar and contained a $250 million Islamic tranche of debt.
  • Sumitomo Mitsui Banking Corporation as sole lead arranger, administrative agent, lender and issuing bank in connection with the approximately $265 million construction and term loan credit facility in 2007 of a heating and cooling system to be constructed by LVE Energy Partners, LLC. The heating and cooling system will serve the Echelon Complex, a casino and resort complex being constructed on the former site of the Stardust Casino in Las Vegas, Nevada. In 2009, Skadden represented Sumitomo Mitsui Banking Corporation as administrative agent and lender in connection with the amendment and restructuring of the loan credit facility. The amendment and restructuring was necessary to account for the suspended construction of the Echelon Complex by its developer, Boyd Gaming Corporation.
  • The Bank of Nova Scotia as lead arranger of a US$120 million term loan financing to Black Hills Wyoming, LLC, a generator and distributor of electricity and a producer of natural gas, oil and coal, for a 90MW coal-fired power plant in Wyoming.
  • Trans Bay Cable LLC, a subsidiary of Babcock & Brown Limited (Australia), in the development and $513 million project financing of a 400MW, 85 kilometer, high-voltage direct current underwater electricity transmission cable from a substation near the East Bay city of Pittsburg, Calif., to San Francisco. The financing included approximately $267 million in senior credit facilities (including a $19 million senior letter of credit facility) and approximately US$247 million in subordinated credit facilities. The deal was later refinanced and included a $562 million Rule 144A offering of 4.71% senior secured notes due 2017 and a $54 million bank credit facility for letters of credit and working capital. This deal was named Project Finance Magazine's 2007 "North American Infrastructure Deal of the Year."
  • US BioEnergy Corporation, a producer of ethanol, in the US$427 million financing of an ethanol portfolio that will produce 450 million gallons per year. The financing was split between five plants, including plants in operation and those under construction. This was the largest project financing to date for an ethanol portfolio. 

Project Development

Starting with the very first QF projects under the Public Utility Regulatory Policies Act of 1978, our attorneys have extensive experience representing developers, contractors, operators, fuel suppliers, off-takers and other parties involved in greenfield and brownfield project ownership, development and construction, fuel supply and transportation, and operations and maintenance matters. We have been particularly active in the development of U.S. and international electric power generating projects, as well as LNG projects in Asia, Egypt, the Caribbean and Venezuela.

Our recent project development experience includes: 

  • a public utility in the negotiation of a build-transfer agreement to purchase and jointly own and operate a wind energy generation project with a wind energy developer.
  • CF Industries, Inc in connection with the development, construction and financing of its US$2 billion petrochemical project in Peru.
  • the developer in connection with utility-scale solar PV projects in the Southwest totaling more than 1,000 MW with existing PPAs with California utilities. We are advising on financing (including DOE loan guarantees) and negotiating other project contracts (EPC, O&M, etc.) and working on tax, permitting and other project development issues.
  • the developers of CSP projects in the western U.S. totaling more than 1,700 MW, where we have served as finance counsel seeking the DOE’s loan guarantees and assisted with the full range of project contracts and related advice.
  • the European investment arm of an Asian industrial company in the proposed development of a 200 MW wind energy generation project in Poland, including the negotiation of wind turbine supply, installation and maintenance.
  • Exxon Mobil Corporation in connection with the development of a project in Africa.
  • GenPower in the development of the 600 MW Longview coal-fired project in West Virginia.
  • Neptune Regional Transmission System LLC in the development and financing of a 660 MW high-voltage direct current cable system underneath the Atlantic Ocean to transmit electricity between New Jersey and Long Island. The Neptune project is the largest and the first merchant project-financed transmission line in the U.S. Project Finance magazine named this project "North American Infrastructure Deal of the Year" for 2005.
  • Nevada Power Company d/b/a NV Energy in a joint venture with a subsidiary of RES Americas Inc. to develop a 200 MW wind energy generation project.
  • NV Energy in negotiating numerous PPAs for solar projects and advising with a joint venture with Solar Millennium for the 500 MW Amargosa solar thermal power project in Nevada.
  • Peru LNG and its sponsors in the negotiation of contracts for the construction of an LNG liquefaction facility and gas pipeline project in Peru.
  • Sea Breeze Power Corp. (Canada) in the development and financing of a 550 MW undersea high-voltage direct current electricity transmission cable (the Juan de Fuca project) between Vancouver Island, Canada, and the Olympic Peninsula in Washington state.
  • Trans Bay Cable, a subsidiary of Babcock & Brown Limited, in the development and $513 million project financing of a 400 MW, 85 kilometer, high-voltage, direct-current underwater electricity transmission cable from a substation near the East Bay city of Pittsburg, Calif., to San Francisco.
  • the unregulated subsidiary of Wisconsin Electric Power Company in the development and construction of the Elm Road Generating Station, a 1,230 MW supercritical pulverized coal generating station near Oak Creek, WI.
  • Virgin Islands Water and Power Authority (WAPA) in its successful negotiation of two Power Purchase Agreements for 33 MW and 16 MW of electric power from refuse-derived fuel and petroleum coke co-fired facilities to be built on the islands of St. Thomas and St. Croix at a total cost of $440 million. 

Mergers and Acquisitions

Our attorneys have worked on numerous acquisitions and divestitures, both negotiated and unsolicited, for all types of energy projects, including electric generation, transmission, and distribution assets and companies, representing buyers, sellers, underwriters and lenders. Our recent mergers and acquisitions work includes: 

  • ABN AMRO Bank N.V. and J.P. Morgan Securities Inc. as financial advisors to ISA Capital do Brasil S.A. (Brazil) in its approximately US$1 billion acquisition of Companhia de Transmissão de Energia Eléctrica Paulista (CTEEP), an electricity transmission company in Brazil.
  • The AES Corporation, an independent power generator and a developer of power plants:

    • in its approximately US$1.6 billion sale of a 15 percent stake to China Investment Corporation (CIC), a sovereign wealth fund. Skadden also represented AES in its concurrent letter of intent with CIC to raise an additional $571 million of equity for an approximately 35 percent interest in its global wind generation business;
    • in its US$739 million sale via a tender offer of its approximately 82 percent stake in C.A. La Electricidad de Caracas (Venezuela), a generator of electricity, to the government of Venezuela; and
    • (as regulatory counsel) in its $51 million sale of two biomass energy facilities and a biomass energy fuel management business in Central Valley, Calif., to Covanta Holding Corporation, a provider of waste management services.
  • Airtricity in its $1.4 billion sale of Airtricity North America, an operator of wind farms in the U.S.
  • ArcLight Capital Partners LLC in:

    • its acquisition of the power, gas and derivatives trading and marketing business of Progress Ventures, Inc., a subsidiary of Progress Energy;
    • the sale of a 49.9 percent stake in its 2.5-GW portfolio of five natural gas-fired power plants in Georgia to GE Energy Financial Services and the Government of Singapore Investment Corporation Pte Ltd. The portfolio of power plants makes up the largest fully independent power producer in the southeastern United States;
    • the acquisition of substantially all of the assets of Progress Ventures, a subsidiary of Progress Energy, Inc. Progress Ventures is divesting its Effingham County Power, LLC, Monroe Power Company Generating, LLC, Walton County Power, LLC and Washington County Power, LLC subsidiaries, including certain power supply contracts to ArcLight; and
    • its approximately $130 million acquisition of AL Sandersville, LLC, the owner of a 640MW natural gas-fired generating facility in Georgia, from a subsidiary of KGen Power Corporation. Skadden also represented ArcLight in the negotiation of a $98 million senior secured term loan and letter of credit facility obtained from GE Capital Corporation and Siemens Financial Services, Inc. in connection with the acquisition.
  • ArcLight Capital Partners LLC and its affiliate Terra-Gen Power LLC in the acquisition and project financing, consisting of commercial bank and leveraged lease debt and equity financing of a 824MW renewable power portfolio consisting of 18 geothermal, wind and solar renewable power generation projects located throughout the United States.
  • Ashmore Energy International Limited (Cayman Islands), an owner and operator of electric power plants and natural gas pipelines and a distributor of electricity, in the approximately US$510 million acquisition via two auctions of a 43 percent stake in Promigas S.A. E.S.P. (Colombia), a distributor of oil and natural gas, including with respect to the provision of related bid security.
  • Babcock & Brown Limited in:

    • its sale of Texas Gulf Wind, a 283.2 MW wind power project, to Pattern Gulf Energy LLC, an affiliate of Pattern Energy Group LP;
    • the sale of its wind development portfolio to Riverstone Holdings LLC to form Pattern Energy Group LP.; and
    • its approximately $352 million sale of three wind power projects to NextEra Energy Resources, a subsidiary of FPL Group.
  • Chevron Corporation in its $4.3 billion acquisition of Atlas Energy.
  • China Huaneng Group in its acquisition of a 50 percent stake in InterGen N.V. from GMR Infrastructure Limited (India).
  • Christofferson, Robb & Company, LLC, in its acquisition of Thanet Offshore Wind Limited, a wind energy project in the United Kingdom, from Warwick.
  • CMS Energy Corporation in the US$900 million sale of CMS Generation Company and ownership interests in Jorf Lasfar Energy Company (Morocco), Jubail Energy Company (Saudi Arabia), Takoradi International Company (Ghana) and ST CMS Company (India) to Abu Dhabi National Energy Company PJSC (United Arab Emirates).
  • Credit Suisse as financial advisor to China Power New Energy Development Company Limited (Hong Kong) in its US$74 million acquisition of China Power Dafeng Wind Power Company Limited (China).
  • Électricité de France in its $4.5 billion acquisition of a 49.99 percent stake in the nuclear business of Constellation Energy Group.
  • Energias de Portugal, S.A. in its approximately $2.9 billion acquisition of Horizon Wind Energy LLC, an owner and operator of wind power generation facilities in the United States, from The Goldman Sachs Group, Inc.
  • Entergy in the sale of Entergy Project Ventures, L.P., the owner of a 60.9 percent undivided tenant-in-common interest in the Harrison County Power Plant.
  • GFI Energy Ventures, LLC and Oaktree Capital Management, LLC in OCM/GFI Power Opportunities Fund II's, a private equity fund managed by GFI and Oaktree Capital, acquisition of Snelson Companies, Inc., a gas pipeline and utility construction company.
  • Great Plains Energy Incorporated in: 

    • its approximately $2.7 billion acquisition of Aquila, Inc., a distributor of natural gas and electricity, and Aquila's utilities in Missouri; and
    • its $940 million sale of Aquila, Inc.'s electric utility in Colorado and natural gas utilities in Colorado, Kansas, Nebraska and Iowa to Black Hills Corporation, a generator and distributor of electricity and a producer of natural gas, oil and coal.
  • John Deere in its $900 million sale of 735 MW of wind power projects to Exelon Corporation.
  • Keyspan and National Grid in the $2.9 billion sale of the 2,400 MW gas-fired Ravenswood Generating Station in New York City to TransCanada.  
  • Mirant Corporation, a marketer of wholesale electricity and natural gas and an operator of power plants, in its US$3.4 billion sale of Mirant Asia-Pacific Limited (the largest independent power producer in the Philippines) to The Tokyo Electric Power Company, Incorporated (Japan) and Marubeni Corporation (Japan), a general trading company and conglomerate.
  • National Grid USA, a distributor of electricity and natural gas, in its $2.9 billion divesture of Ravenswood Generating Station to TransCanada Corporation, an operator of oil and natural gas pipelines. Ravenswood Generating Station is a 2,450 MW natural gas and fuel-oil-fired facility in Queens, N.Y.
  • Nevada Power Company, an electric utility, in the $510 million acquisition of Bighorn Generating Station, a 598 MW natural gas-fired and combined-cycle power plant, from Reliant Energy.  
  • Northeast Utilities in its merger-of-equals with NSTAR to create one of the nation's largest electric utilities with an enterprise value of $17.5 billion.  
  • NTR plc, a developer of renewable energy and waste management in Ireland, in its US$100 million acquisition of a 51 percent controlling stake in Stirling Energy Systems, Inc., a manufacturer of solar power generation equipment for power plants.
  • NV Energy, Inc. in its $500 million joint venture with Great Basin Transmission, LLC, a subsidiary of LS Power, for a 500 kilovolt transmission line project in Nevada. As part of this transaction, NV Energy will acquire Great Basin's share of capacity on the jointly owned line under a long term agreement.  
  • Reliant Energy in the sale of its Texas retail business to NRG Energy and its Northeast retail business to Hess Corporation.  
  • RRI Energy, Inc. in its merger-of-equals with Mirant Corporation to create GenOn Energy, which will be an approximately 25,000MW independent power producer in the United States. This transaction is valued at approximately $2 billion.  
  • Société Générale SA in its acquisition of certain power and gas trading assets in North America from RBS Sempra Commodities, a joint venture of The Royal Bank of Scotland and Sempra Energy.  
  • Textron Inc. in the approximately $645 million sale of its fluid and power business to Clyde Blowers Capital Fund II LP (a private equity fund created by Clyde Blowers Limited, a provider of clean energy technologies for coal-fired power plants based in the United Kingdom).
  • Warren Power LLC, a subsidiary of Entergy Corporation, in the sale of a 75 percent interest in the Warren Power Station (a 225MW gas-fired power project) to East Texas Electric Cooperative.
  • Westinghouse Electric Company LLC, a builder of nuclear power plants, in its approximately $100 million acquisition of Nuclear Fuel Industries, Ltd. from The Furukawa Electric Co., Ltd. and Sumitomo Electric Industries Ltd. Nuclear Fuel, Furukawa Electric and Sumitomo Electric are all based in Japan.
  • XTO Energy in its stock-for-stock merger with Exxon Mobil, valued at $41 billion.

Energy Tax

Members of the Tax Group at Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden, Arps” or “Skadden”) have significant experience planning and structuring transactions in the energy sector. Our tax-related energy experience also involves assisting energy-focused clients with industry-specific issues, both in the transactional and planning context, and in controversies and litigation, including matters before the Internal Revenue Service.

In our transactional practice, attorneys in our Tax Group have worked on developments, financings, refinancings, acquisitions and dispositions of energy projects and porfolios of all sizes in the United States and around the globe. With our broad-based transactions practice, we have assisted numerous clients in evaluating, structuring and implementing novel transactions in the energy sector. In recent years, a primary area of focus has been renewable energy projects, many of which have been structured to take advantage of tax credits, grants and other governmental incentives designed to spur investment in renewable energy. For example, we have assisted clients in the acquisition and financing of solar energy projects and companies, including both photovoltaic and concentrating solar power projects, as well as in the development, acquisition and financing of wind energy projects and companies. We also have significant experience with biomass, waste-to-energy, geothermal and hydropower energy projects, as well as with projects using more traditional fuels sources such as coal, natural gas, liquefied natural gas and nuclear energy.

Many of our attorneys have extensive tax-related administrative and policy experience and have formerly held senior positions in the Treasury Department and Internal Revenue Service, and in key Congressional staff positions. That experience, coupled with our unparalleled tax controversy experience, enables our Tax Group to react quickly in analyzing novel transaction structures and, where necessary, seek rulings or other government guidance to facilitate their prompt implementation.

Skadden’s Tax Group routinely advises clients in connection with tax controversy matters arising with respect to energy projects and the energy industry, including tax accounting matters, in all phases of the dispute resolution process (i.e., audits, appeals, mediation, arbitration and litigation).

Selected transactional representations in recent years have included:

Solar Energy

  • First Solar, Inc. in connection with a $967 million guaranteed loan from the Federal Financing Bank to support the 290-megawatt Agua Caliente solar project in Arizona as well as construction arrangements, O&M arrangements, and the sale to an affiliate of NRG Energy, Inc. When closed, this was the largest solar power financing in the world. This project was awarded "Solar Project of the Year" by Renewable Energy World;

  • Duke Energy in its joint development of utility-scale solar photovoltaic projects in the United States with ENN Group;

  • NV Energy, in its proposed joint venture with Solar Millennium and MAN Ferrostaal Inc. to develop and operate a 250 MW solar thermal project in Amargosa Valley, California;

  • Citi’s Sustainable Development Investments (a private equity group within Citi Alternative Investments) as lead investor of a private equity consortium in the $140 million financing of SolarReserve, Inc. The funds will be used by SolarReserve to advance its development of utility-scale solar energy projects and associated storage;

  • ArcLight Capital Partners, LLC and its affiliate, Terra-Gen Power LLC, in the acquisition and financing of solar energy projects;

  • a major financial institution in connection with making tax equity investments in various solar photovoltaic projects; and

  • NTR plc, a developer of renewable energy and waste management in Ireland, in its $100 million acquisition of a 51 percent controlling stake in Stirling Energy Systems, Inc., a manufacturer of solar energy equipment for utility-scale projects.

Wind Energy

  • Deere & Company, a manufacturer of agricultural, landscaping and construction equipment, in the approximately $860 million sale of its subsidiary John Deere Renewables LLC, an operator and developer of wind power, to Exelon Corporation, an electric utility. This transaction was named 2010 "Best M&A Deal" by Power Finance & Risk;

  • Duke Energy Generation Services, Inc. in its acquisition of North Allegheny Wind, LLC, the owner of a 70 MW wind power project in Pennsylvania, from Gamesa Energy;

  • Babcock & Brown in:

    • its disposition of three wind energy projects with a combined capacity of 184.5 MW to NextEra Energy Resources LLC for approximately $352 million; and

    • its disposition of a wind power development portfolio (comprising a development pipeline of 4,000 MW of wind power in 11 states and four countries) to Riverstone Holdings LLC;
  • a major financial institution in connection with tax equity investments in various wind energy projects;

  • ArcLight Capital Partners LLC and its affiliate, Terra-Gen Power LLC:

    • in its acquisition and financing of a portfolio of wind energy projects; and

    • in connection with a tax equity financing with Citigroup Global Markets Inc. for a 282 MW wind energy project portfolio located in California, Wyoming, Colorado, Minnesota and Texas;
  • NV Energy, in its proposed acquisition of a 50 percent undivided interest in a 160 MW wind energy project to be developed in Spring Valley, Nevada;
  • Duke Energy Generation Services, Inc., in its acquisition of the wind power business of Tierra Energy, LLC, including more than 1,000 MW of wind energy projects under development in Texas, Wyoming and other states;

  • The AES Corporation, in its approximately $155 million acquisition of Mountain View Power Partners, LLC, a developer of wind energy projects;

  • Airtricity Holdings Limited, owners and developers of wind energy projects in:

    • the $1.4 billion sale of its subsidiary, Airtricity North America, to E.ON AG (Germany), an operator of wind farms and a supplier of electricity, water and natural gas; and

    • the sale of its European renewable energy business to Scottish & Southern Energy Plc for an enterprise value of €1.455 billion;
  • Energias de Portugal, S.A., in its approximately $2.9 billion acquisition of Horizon Wind Energy LLC, an owner and operator of wind energy projects in the United States, from The Goldman Sachs Group, Inc., including the related sale of tax equity; and
  • Edison Mission Energy and its indirect wholly owned subsidiary, Viento Funding II, Inc., in a $207 million financing of a portfolio of wind energy projects, including the 161 MW Wildorado Project in Texas, the 120 MW San Juan Mesa Project in New Mexico and the 81 MW Elkhorn Ridge Project in Nebraska. The financing consisted of a $189 million secured term loan, a $13 million secured letter of credit facility and an approximately $5 million secured working capital facility.

Biomass/Waste-to-Energy

  • a developer in the development of a 120 MW waste-to-energy facility located in Baltimore, Maryland;

  • a developer in the development of an 80 MW waste-to-energy facility located in Puerto Rico; and

  • Silver Point Finance, LLC, a private equity firm, in its proposed $95 million bid for the assets of U.S. Energy Biogas Corp., a renewable energy company that converts landfill gas into electricity. This is part of U.S. Energy Biogas’ Chapter 11 restructuring.

Geothermal Energy

  • ArcLight Capital Partners LLC, an energy infrastructure investment, private equity and venture capital firm, and its affiliate, Terra-Gen Power LLC, in the acquisition and project financing, consisting of commercial bank and leveraged lease debt and equity financing of a geothermal projects located in the western the United States; and

  • Nevada Power Company in its joint development of a 24 MW geothermal project in Fallon, Nevada. 

Other Energy-Related Projects

  • ArcLight Capital Partners, LLC, a private equity firm, in the sale of a 49.9 percent stake in its 2.5-GW portfolio of five natural gas-fired power plants in Georgia to GE Energy Financial Services and the Government of Singapore Investment Corporation Pte Ltd. The portfolio of power plants make up the largest fully independent power producer in the southeastern United States;

  • the special committee of the board of directors of Kinder Morgan Inc. in connection with its consideration of the $22 billion going-private leveraged buyout sponsored by Richard D. Kinder; other members of Kinder Morgan management; Goldman Sachs Capital Partners; American International Group, Inc.; The Carlyle Group; and Riverstone Holdings LLC;
  • a consortium consisting of Hunt Oil Company, Repsol YPF, SK Energy and Marubeni Corporation (as financing counsel) in its equity investment in the Peru LNG project, the largest private-sector project and the largest direct foreign investment in Peru’s history, and Latin America’s first liquefied natural gas export project. When completed, the project will produce 4.4 million metric tons of LNG per year and generate $1 billion in annual sales, and add 0.8 percent to Peru’s gross domestic product;
  • Spectra Energy Corp in the formation of Steckman Ridge, LP, a joint venture with New Jersey Resources, which will develop and operate a natural gas storage facility. Skadden also represented Spectra Energy Corp in Steckman Ridge’s subsequent acquisition of a depleted natural gas field in Pennsylvania from Pennsylvania General Energy Company, L.L.C., an owner and operator of natural gas fields and wells;

  • Great Plains Energy Incorporated in its approximately $2.7 billion acquisition of Aquila, Inc., a distributor of natural gas and electricity, and Aquila’s utilities in Missouri;
  • Westinghouse Electric Company LLC, a builder of nuclear power plants, in its approximately $100 million acquisition of Nuclear Fuel Industries, Ltd. from The Furukawa Electric Co., Ltd. and Sumitomo Electric Industries Ltd.;

  • Électricité de France S.A. (France) in its $4.5 billion acquisition of a 49.99 percent stake in the nuclear business of Constellation Energy Group, Inc.;

  • Wisconsin Energy Corporation and its subsidiary Wisconsin Electric Power Company in the $1 billion sale of its Point Beach Nuclear Plant to FPL Energy, LLC, a subsidiary of FPL Group, Inc.; and

  • Nevada Power Company, in all aspects of the development and construction of a $3.2 billion, 1,500 MW supercritical pulverized coal-fired power plant near Ely, Nevada.

For additional information regarding Skadden’s energy tax practice, please contact, in Washington, D.C., Armando Gomez or Sean Shimamoto at 202.371.7000.

Project Restructurings

Skadden represents sponsors, lenders, equity investors and other interested parties in restructuring companies or projects where the company, the project or one or more of its major project participants becomes financially impaired. We have worked on a number of project restructurings in recent years, including projects in the United States and in Argentina, Bolivia, Brazil, Colombia, the Dominican Republic, Guam, Guatemala, India, Indonesia, Nicaragua, the Philippines, Poland, Turkey and the United Kingdom. We draw upon the firm’s corporate restructuring, litigation and UCC practice groups for advice on specific topics of concern. Representative matters include:

  • Babcock & Brown in connection with its sale of three wind power projects to NextEra Energy Resources, LLC; the sale of its wind development portfolio to Riverstone Holdings LLC; the sale of its Australian and New Zealand wind energy project development assets, its U.S. asset management business and minority stakes in two wind farms in the U.S. and Germany owned by Infigen Energy, to Infigen; and the sale of its interests and management rights in the $1.9 billion Babcock & Brown North American Infrastructure Fund LP to John Hancock Life Insurance Company and certain managers of the fund, which were all steps in its wind-down of operations in North America.

  • Enron in the restructuring of more than 14 international energy businesses into a new company, Prisma Energy International Inc.

  • KBC Bank N.V. as agent in the bankruptcy proceedings related to their 725MW gas-fired electrical power generation facility (Perryville Power Station) in Louisiana; and as lead bank and arranger in an approximately US$390 million financing and subsequent workout of a 730MW combined-cycle, gas-fired power plant (Wolf Hollow) in Granbury, Texas.

  • Mirant, a marketer of wholesale electricity and natural gas and an operator of power plants, as special counsel in its Chapter 11 reorganization case.

  • SPO Advisory (a private investment firm and sponsor of hedge funds) and SPO Partners II, L.P. (a private equity and investment fund of SPO Advisory) as creditor and co-chair of the creditors’ committee in the Chapter 11 case of Calpine.
  • TECO Energy, Inc., the parent of debtors Union Power Partners, L.P., Panda Gila River, L.P., Trans-Union Interstate Pipeline, L.P. and UPP Finance, Co. LLC (who owned the two largest combined-cycle natural gas generation facilities in the United States) in their pre-negotiated Chapter 11 cases in the Bankruptcy Court for the District of Arizona.
  • Verasun Energy Corporation in its Chapter 11 cases and the sale of its ethanol plants for an aggregate purchase price of approximately $1 billion.
  • Verizon Capital Group and Bear Swap Entities as lessor to USGen New England, Inc. and Bear Swamp Generating Trust No. 1 LLC as a member of the creditor's committee in the Chapter 11 and liquidation case of USGen New England, Inc.

Skadden has significant experience drafting, analyzing and negotiating a variety of project agreements involving conventional energy sources such as gas, coal and oil. We represent utility and IPP owners and developers, operators, fuel suppliers, off-takers and other parties in connection with greenfield and brownfield projects, and we are experienced in governmental implementation contracts and guarantee arrangements, joint venture arrangements, fuel supply and transportation arrangements, international construction contracts, operation and maintenance agreements, equipment purchase agreements and long-term service agreements.

Coal

Skadden has been involved in many development projects and financings with companies in the coal industry and with coal-fired projects worldwide. For example, we have represented, among others: 

  • Credit Suisse as lender in a $1.1 billion first lien and second lien senior secured credit facility for the acquisition financing of the Coleto Creek Power Station, a 632-megawatt pulverized coal-fired generating plant in Goliad, Texas, that was sold by Carlyle/Riverstone Global Energy and Power Fund II, L.P. to American National Power Inc. for US$1.1 billion.
  • Longview Power, a subsidiary of GenPower, as developer in the negotiation of a 300 MW contract for a power purchase agreement and hedging contract for the 600 MW Longview coal-fired project in West Virginia.
  • Nevada Power Company, an electric utility, in all aspects of the development and construction of a $3.2 billion, 1,500 MW supercritical pulverized coal-fired power plant near Ely, Nev., including procurement of major equipment and engineering, procurement and construction services and refurbishment of a 100-mile railroad line.
  • P.T. Paiton Energy (Indonesia) in a US$1.3 billion financing from Japan Bank for International Cooperation and a consortium of commercial banks for Paiton III, a 815-MW coal-fired power plant in Indonesia. The main shareholders of PT Paiton Energy are Mitsui & Co., Ltd., International Power plc and The Tokyo Electric Power Company. This was named "Project Finance Deal of the Year" for 2010 at International Financial Law Review's Asia Awards.
  • The Bank of Nova Scotia as lead arranger of a US$120 million term loan financing to Black Hills Wyoming, LLC, a generator and distributor of electricity and a producer of natural gas, oil and coal, for a 90 MW coal-fired power plant in Wyoming.
  • Xcel Energy and Public Service Company of Colorado in the development of an approximately $1.1 billion 750 MW supercritical pulverized coal-fired power plant in Colorado (Comanche 3), including the drafting and negotiating of separate engineering, procurement and construction contracts for the steam turbine generator, the boiler facility, the air quality control system, the balance of plant and coal-handling equipment. Skadden drafted and negotiated cotenancy ownership and operation arrangements with two co-owners. 

Natural Gas

Skadden has been involved in many development projects and financings with companies in the natural gas industry and with natural gas projects worldwide. For example, we have represented, among others: 

  • AEI in the refinancing of the bunker-fired barge cogeneration facility located in Puerto Quetzal, Guatemala. The facility consists of an 110 MW barge-mounted fuel oil-fired power station and a 124 MW barge-mounted fuel-oil power station.
  • affiliates of ArcLight Capital Partners in the acquisition of substantially all of the assets of Progress Ventures, a subsidiary of Progress Energy. Progress Ventures divested its Effingham County Power, Monroe Power Company Generating, Walton County Power and Washington County Power subsidiaries, including certain power supply contracts to ArcLight.
  • ArcLight Capital Partners, LLC, a private equity firm, in the sale of a 49.9 percent stake in its 2.5-GW portfolio of five natural gas-fired power plants in Georgia to GE Energy Financial Services and the Government of Singapore Investment Corporation Pte Ltd. The portfolio of power plants make up the largest fully independent power producer in the southeastern United States.
  • BNP Paribas, WestLB AG and Calyon as joint lead arrangers and the lending group in a $500 million financing relating to the acquisition of a portfolio of four natural gas fired power plants by LS Power Equity Partners, LP. The portfolio includes the Arlington Valley Project, a 568-MW plant in Arlington, Ariz.; the Griffith Project, a 570-MW plant in Kingman, Ariz.; the Rocky Road Project, a 333-MW plant in East Dundee, Ill., and the Tilton Project, a 176-MW plant in Tilton, Ill. The financing consisted of a $380 million term loan facility, a $50 million revolving loan facility and a $70 million letter of credit facility. The financing was secured by the equity interest in the borrower entity and the subsidiary project companies and the real property and physical assets of the borrower entity and the subsidiary project companies.
  • Entergy Corporation in the sale of Entergy Power Ventures, L.P., the owner of a 60.9 percent interest in the 550 MW gas-fired Harrison County Power Project, to East Texas Electric Cooperative and Northeast Texas Electric Cooperative.
  • J. Aron, the commodities division of Goldman, Sachs & Co., in the negotiation of a 330MW tolling agreement with Sequent Wolf Hollow Finance LLC.
  • PowerSmith Cogeneration Project LP in the negotiation of a new 15-year power purchase agreement with Oklahoma Gas and Electric Company for the generation and sale of electricity from the PowerSmith facility, an existing 112MW gas-fired cogeneration plant in Oklahoma City.
  • Progress Energy, Inc. (an electricity generation company) in its $405 million sale of DeSoto County Generating Co., LLC and Rowan County Power, LLC (two gas-fired electric generating facilities in Florida and North Carolina) to Southern Power Company, an operator of power plants. Skadden also represented Progress Ventures, Inc. , a subsidiary of Progress Energy, Inc., in the negotiation of a 621MW long-term tolling arrangement with Southern Power Company.

 

Biomass/Waste-to-Energy

Skadden has been involved in representing developers and lenders in connection with biomass and waste-to-energy projects since the early 1980s. Our recent experience includes: 

  • AES in its $51 million sale of two biomass energy facilities and a biomass energy fuel management business in Central Valley, Calif., to Covanta Holding Corporation, a provider of waste management services.
  • Alternative Energy in the development and financing of a $45 million 34 MW wood-waste facility in Maine.
  • Foster Wheeler in the $93 million, sale/leaseback of a 12.8 MW municipal solid waste-fired facility in Charleston, S.C.
  • Silver Point Finance in its proposed $95 million bid for the assets of U.S. Energy Biogas, a renewable energy company that converts landfill gas into electricity. 

Geothermal

Skadden has been involved in the geothermal industry since 1992, when we represented the underwriters in the very first geothermal 144A project financing. Since that time, we have continued to advise developers, offtakers and financing parties concerning the special issues that arise in the geothermal industry. Our experience includes: 

  • ArcLight Capital Partners in the leveraged lease financing of three geothermal power generation projects.
  • Lehman Brothers in connection with the approximately $560 million Rule 144A offering by Coso Funding Corp. for California Energy Company’s Coso geothermal field.
  • Morgan Stanley as joint lead arranger, joint bookrunner and administrative agent in connection with the $140 million senior secured credit facilities to fund the construction of a approximately 40 MW state-of-the-art renewable energy geothermal power plant in Nevada.
  • Nevada Power Company in the negotiation of agreements to purchase electricity from geothermal electricity generating power plants in Desert Peak, Elko and Steamboat Springs, Nevada. 

Nuclear

We have applied our knowledge of M&A transactions to the specific challenges associated with the purchase and sale of nuclear projects and businesses. Our work in the nuclear industry has included structuring acquisitions and dispositions of nuclear facilities to minimize potential nuclear and non-nuclear liabilities and maximize statutory protection for potential sellers and purchasers of nuclear projects; conducting due diligence on nuclear development, construction, operation and decommissioning matters; negotiating agreements for the purchase, sale and spin-off of nuclear projects; and obtaining required licenses and government approvals, including from the Nuclear Regulatory Commission and the Committee on Foreign Investment in the United States. Recent experience includes: 

  • The Tokyo Electric Power Company (Japan) in its US$155 million acquisition of a 10 percent stake in the South Texas Project expansion from Nuclear Innovation North America, LLC, a subsidiary of NRG Energy, Inc. and Toshiba Corporation. This transaction marks the first time a Japanese utility has invested in an overseas nuclear power project.

  • Toshiba Corporation in the $540 million sale of a 10 percent stake in Westinghouse Electric Company, a builder of nuclear power plants, to Kazatomprom, a supplier of uranium.

  • Westinghouse Electric Company, a builder of nuclear power plants, in its $100 million acquisition of Nuclear Fuel Industries from The Furukawa Electric and Sumitomo Electric Industries.

  • Wisconsin Energy Corporation and its subsidiary Wisconsin Electric Power Company in the $1 billion sale of its Point Beach Nuclear Plant to FPL Energy, a subsidiary of FPL Group. 

Solar

Skadden frequently represents clients in connection with development, acquisition and financing of solar energy projects and companies, including both photovoltaic and concentrating solar power projects. We also advise clients on investments in solar energy technologies and intellectual property matters. Recent experience includes: 

  • Bank of America Merrill Lynch in a $1.4 billion loan guaranteed by the U.S. Department of Energy for Project Amp, the world’s largest distributed rooftop solar generation project, which supports the installation of approximately 752 megawatts of photovoltaic (PV) solar panels on 750 existing rooftops. The electricity generated from these panels will contribute directly to the electrical grid. 
  • Citi's Sustainable Development Investments as lead investor of a private equity consortium in the $140 million financing of SolarReserve to advance its development of utility-scale renewable energy solar power plants and associated storage. 
  • Credit Suisse First Boston LLC and Lehman Brothers Inc. as:

    • lead underwriters in the $139 million initial public offering of common shares of SunPower Corporation, which was spun-off by Cypress Semiconductor Corporation; and

    • joint bookrunning managers in the $207 million offering of Class A common stock of SunPower Corporation.
  • Credit Suisse Securities (USA) LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc. , Morgan Stanley & Co. Incorporated, and Cowen and Company, LLC as underwriters in two concurrent offerings by SunPower Corporation: a $225 million offering of 0.75% convertible senior debentures due 2027, and a $174 million offering of 3 million shares of Class A common stock. Skadden also represented Credit Suisse Securities (USA) LLC and its affiliate, Credit Suisse International, in SunPower’s offering of an additional 2 million Class A shares of common stock, in which Credit Suisse International borrowed the shares pursuant to a share lending agreement. 
  • Credit Suisse Securities (USA) and UBS Securities as lead underwriters in two concurrent offerings by Energy Conversion Devices, a manufacturer of products that generate and store power and store information electronically, of rechargeable batteries, and of solar panels: a $316 million offering of 3 percent convertible senior notes due 2013 and an approximately $105 million public offering of common stock. Skadden also represented Credit Suisse Securities (USA) and its affiliate, Credit Suisse International, in Energy Conversion Devices’s offering of an additional 3.4 million shares of common stock, in which Credit Suisse International borrowed the shares pursuant to a share lending agreement. 
  • two CSP manufacturers in raising equity through private placements and potential IPOs. 
  • Duke Energy Corporation in a joint venture with ENN Group Co., Ltd. (China) to develop solar projects in the U.S. 
  • Financial institutions serving as “lender applicants” under the DOE’s FIPP loan guaranteed program with respect to solar and other commercial technology projects. 
  • First Solar, Inc. in connection with:

    • a $1.46 billion loan to support the 550-megawatt Desert Sunlight PV project as well as construction, O&M arrangements and the sale of the project to investors, including affiliates of NextEra. When complete, this will be the largest solar PV project in the world. The financing for the project is being provided by a syndicate of banks and other financial institutions led by Citi and Goldman Sachs; 
    • a $646 million guaranteed loan from the Federal Financing Bank to support Antelope Valley Solar Ranch One, a 230-megawatt PV project, as well as the construction, O&M arrangements and the sale of the project to an affiliate of Exelon, who agreed to invest up to $713 million in the project; and 
    • a $967 million guaranteed loan from the Federal Financing Bank to support the 290-megawatt Agua Caliente solar project in Arizona as well as construction arrangements, O&M arrangements, and the sale to an affiliate of NRG Energy, Inc. When closed, this was the largest solar power financing in the world. This project was awarded "Solar Project of the Year" by Renewable Energy World
  • FPL Energy, LLC in its acquisition of a 45 percent stake in five 30 MW solar electric generating facilities (SEGS III, SEGS IV, SEGS V, SEGS VI and SEGS VII – the Luz projects) in the Mojave Desert, and in its negotiation of a loan agreement whereby affiliates of Carlyle/Riverstone Global Energy and Power Fund II (a private equity fund that invests in the energy industry) acquired a 49 percent interest in the Luz projects. 
  • JA Solar Holdings Co., Ltd. (China) in:

    • a US$400 million offering of 4.5% senior convertible notes due 2013. Concurrently, JA Solar and the lead underwriters entered into a stock borrowing facility to facilitate hedging transactions of the convertible bond investors. JA Solar also entered into capped call transactions relating to the American Depositary Shares initially issuable upon conversion of the notes with the affiliates of the underwriters;
    • its US$306 million follow-on offering of American Depositary Shares, which were listed on NASDAQ; and  
    • its US$241 million IPO of American Depositary Shares, which were listed on NASDAQ. Prior to the IPO, JA Solar sold preference shares to private equity investor Leeway Asia L.P. (Cayman Islands) and strategic investor Mitsubishi Corporation (Japan). This was named the top performing IPO for 2007 by The Deal.
  • Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC as joint bookrunning managers in a $200 million offering of 1.25% convertible senior debentures due 2027 and in a concurrent $120 million offering of Class A common stock by SunPower Corporation, a manufacturer of solar panels and cells. 
  • a major commercial real estate developer in the negotiation of power purchase agreements for two large shopping centers from solar projects.  
  • a major financing institution in making tax-equity investments in solar projects in California and other states.  
  • Mamata Group (India) in connection with the formation of Mamata Pyron Solar Private Limited, an Indian joint venture with affiliates of Pyron Solar Inc., a research and development company that is developing with Boeing-Spectrolab a novel system to convert sunlight into energy.  
  • Morgan Stanley & Co. International Limited as sole bookrunner and lead manager in a $60 million Regulation S offering of zero coupon convertible bonds due 2011, convertible into ordinary shares, by Jain Irrigation Systems Ltd. (India).  
  • Morgan Stanley Private Equity as borrower of a $215 million acquisition financing from Barclays Capital and Barclays Bank PLC and a $55 million acquisition financing from Barclays Capital and Solar Capital LLC.  
  • a Midwestern utility in the negotiation of power purchase agreements for energy from solar and wind projects.  
  • Nevada Power Company and Sierra Pacific Power Company in the negotiation of power purchase agreements for the Nevada Solar One CSP project.  
  • NTR plc (Ireland) in its $100 million acquisition of a 51 percent controlling stake in Stirling Energy Systems, a manufacturer of solar power generation equipment for power plants.  
  • Solar Energy Industry Association (SEIA) in connection with all aspects of the DOE loan guarantee programs, including biweekly meetings with a SEIA Working Group of 50 solar companies and meetings with senior officials of the DOE, White House, Office of Management and Budget, and Congress.  
  • SolarReserve, LLC in connection with a $737 million loan from the Federal Financing Bank to support the Crescent Dunes Solar Energy Project as well as construction, O&M arrangements and the sale of a portion of the project to equity investors. Crescent Dunes uses a concentrating solar power (CSP) tower design with molten salt storage to store the sun’s heat, thus allowing it to generate electricity during the day and at night. This is the tallest CSP project in the world and the first of its kind in the U.S.  
  • a U.K. company in connection with separate second-round preferred stock investments in Miasole and in Solexel, Inc., both California-based next generation solar companies in the thin-film solar sector.  
  • Xcel Energy in developing an RFP for the procurement of solar and other renewable energy.  
  • The Westfield Group in the negotiation of a power purchase agreement for a rooftop solar photovoltaic power project to be installed at a major shopping center in La Jolla, Calif.

Wind

Wind Skadden has significant experience with the development, acquisition and financing of domestic and international wind energy generation projects. We represent project developers, financial institutions, electric utilities, private equity firms and other investors in the wind energy sector. Our experience includes:

Mergers and Acquisitions  

  • The AES Corporation in:

    • its approximately US$155 million acquisition of Mountain View Power Partners, LLC, owner of a wind energy generation project in California; and 
    • its approximately US$1.6 billion sale of a 15 percent stake to China Investment Corporation (CIC), a sovereign wealth fund. Skadden also represented AES in its concurrent letter of intent with CIC to raise an additional US$571 million of equity for an approximate 35 percent interest in its global wind generation business. 
  • Airtricity Holdings Limited (Ireland) in:

    • the US$1.4 billion sale of its subsidiary, Airtricity North America, to E.ON AG (Germany), an operator of wind farms and a supplier of electricity, water and natural gas; and

    • the sale of its European renewable energy business to Scottish & Southern Energy Plc for an enterprise value of €1.455 billion.

  • ArcLight Capital Partners LLC, an energy infrastructure investment, private equity and venture capital firm, in the sale of a portion of its equity stake in Terra-Gen Power LLC, a solar, wind and geothermal energy company, to Global Infrastructure Partners, LLC, a private equity firm. In connection with the sale, Global Infrastructure provided a bridge loan to an affiliate of Arclight.

  • ArcLight Capital Partners, LLC and its affiliate, Terra-Gen Power, LLC in the acquisition of an 824 MW renewable energy generation portfolio of 18 geothermal, wind and solar energy generation projects located throughout the U.S.

  • Babcock & Brown (Australia) in:

    • the sale of Texas Gulf Wind, a 283.2 MW wind project, to Pattern Gulf Energy, an affiliate of Pattern Energy Group (a wind energy portfolio company of Riverstone Holdings); 
    • its approximately US$352 million sale of three wind power projects (including the 79.5 MW Majestic Wind Energy Center in Texas, the 54 MW Butler Ridge Wind Energy Center in Wisconsin and the 51 MW Wessington Springs Wind Energy Center in South Dakota) to NextEra Energy Resources, LLC, a subsidiary of FPL Group, Inc.;  
    • the sale of its Australian and New Zealand wind energy project development assets, its U.S. asset management business and minority stakes in two wind farms in the U.S. and Germany owned by Infigen Energy to Infigen; and

    • the sale of its wind development portfolio to Riverstone Holdings LLC, a private equity firm, to form Pattern Energy Group LP.
  • Christofferson, Robb & Company, LLC in:

    • the approximately $721 million sale of the 436 MW Levanto wind energy generation portfolio (a group of 39 wind energy generation projects in France and Germany) to International Power plc (U.K.); and

    • its acquisition of Thanet Offshore Wind Limited, a wind energy project in the U.K., from Warwick Energy Limited, a producer of renewable energy in the U.K.; and in the subsequent sale of Thanet to Vattenfall AB, an electric utility in Sweden.

 

  • CRC Global Structural Energy Fund in the sale to Vattenfill of a 300 MW wind energy generation project offshore in the U.K. 

  • Credit Suisse as financial advisor to China Power New Energy Development Company Limited (Hong Kong) in its US$74 million acquisition of China Power Dafeng Wind Power Company Limited (China).  
  • Deere & Company, a manufacturer of agricultural, landscaping and construction equipment, in the approximately $860 million sale of its subsidiary John Deere Renewables LLC, an operator and developer of wind power, to Exelon Corporation, an electric utility.  
  • Duke Energy Generation Services in the acquisition of the wind energy generation development assets of Tierra Energy, a wind developer with more than 1,000 MW of wind assets in development. 
  • EDP - Energias de Portugal, a generator and distributor of electricity, in its approximately $2.9 billion acquisition of Horizon Wind Energy, an owner and operator of wind power generation facilities in the United States, from The Goldman Sachs Group. This deal created the fourth-largest wind power generation company worldwide.

  • Harrington Partners, L.P.; Booner Capital, LLC; Chestnut Capital, LLC; and Midwest Renewable Energy Corporation in their approximately US$38 million sale of MREC Partners LLC and Midwest Renewable Energy Projects II (developers of wind energy projects in the U.S.) to Iberdrola Renewable Energies USA, Ltd., which is a subsidiary of Iberdrola, S.A., an energy distribution company in Spain. In addition to the upfront payment, there was a deferred consideration dependent on the development of wind projects and the trading of wind energy.

Financing

  • Airtricity, Inc. in the $320 million private placement to existing shareholders and to the funds managed by Ecofin Ltd., an investment advisory firm in the U.K., and in the $77 million supplemental private placement to existing shareholders and new investors.  
  • ArcLight Capital Partners LLC and Terra-Gen Power LLC in connection with a tax equity financing from Citigroup Global Markets Inc. for a 282 MW wind power project portfolio located in California, Wyoming, Colorado, Minnesota and Texas.  
  • a major financial institution in connection with making tax equity investments in various wind energy generation projects.  
  • CRC Global Structured Energy Fund in the structuring by it and HypoVereinsbank of a $598 million synthetic securitization of revenues from 35 German wind energy generation projects and four French wind energy generation projects with a total capacity of 330 MW.  
  • Edison Mission Energy and its indirect wholly owned subsidiary, Viento Funding II, Inc., in a $207 million financing of a portfolio of wind farms, including the 161 MW Wildorado Project in Texas, the 120 MW San Juan Mesa Project in New Mexico and the 81 MW Elkhorn Ridge Project in Nebraska. The financing consisted of a $189 million secured term loan, a $13 million secured letter of credit facility and $5 million secured working capital facility. The financing was secured by a pledge of EME’s indirect ownership interests in the three projects. The proceeds of the term loan will be used to refinance a portion of EME’s capital contributions to the projects.  
  • the lessor in the US$150 million leveraged lease financing of a wind energy generation project in California.  
  • Mackinaw Power, LLC, a developer of wind power projects, in its $289 million Rule 144A/Regulation S offering of 6.296% senior secured notes due 2023.  
  • a major financial institution in connection with making tax equity investments in various wind energy generation projects.  
  • Santander Investment Securities Inc., as sole bookrunner, documentation agent and syndication agent, and the lending group in a $100 million financing of the EcoGrove Wind Project, a 100.5 MW wind farm in Illinois owned by EcoGrove Wind LLC, a subsidiary of Acciona Energía, S.A. The financing consisted of a $100 million term loan facility and was secured by the equity interest in the real property and physical assets of EcoGrove Wind LLC.  
  • Terra-Gen Power, LLC in connection with securing tax equity financing from Citigroup Global Markets, Inc. for a 282 MW wind energy generation portfolio located in California, Wyoming, Colorado, Minnesota and Texas.  
  • the underwriters with the US$339 million initial public offering for Suzlon Energy Limited, listed on the Bombay Stock Exchange and National Stock Exchange in India, which provides wind energy solutions, including wind turbine generators.

Power Purchase Agreements and Project Development

  • an American public utility in the negotiation of multiple renewable energy credit purchase agreements.

  • an American public utility in the review of multiple wind energy power purchase agreements in connection with a request for proposal for renewable energy generation projects as part of the utility’s response to a portfolio standard.  
  • a developer in the development and financing of wind energy generation project in China. 
  • the European investment arm of an Asian industrial company in the proposed development of a 200 MW wind energy generation project in Poland.  
  • FirstEnergy Solutions, a subsidiary of FirstEnergy Corp., in the negotiation of a power purchase agreement for 100 MW of wind energy from the 304 MW Blue Creek Wind Farm in Ohio.  
  • New World Power Company Limited in the negotiation of a master power purchase agreement and formation of a subordinate power purchase agreement for wind energy generation projects in the U.K.  
  • NUON International B.V. in the negotiation of a power purchase agreement for a 20 MW wind energy generation project in Nanao, Guangdong Province, China.

  • Nevada Power Company d/b/a NV Energy in the negotiation of power purchase agreements for:

    • a 50 MW wind energy generation project near Ely, Nev.; and

    • the Desert Queen Wind, L.P. 80 MW wind energy generation project near Goodsprings, Nev.
  • NV Energy in the negotiation of power purchase agreements for the:

    • 150 MW Spring Valley wind energy generation project in Nevada;

    • 80 MW Desert Queen wind energy generation project in Nevada; and

    • acquisition and joint development with RES Americas of the 200 MW China Mountain wind energy generation project in Idaho. 
  • a utility in the preparation and negotiation of a power purchase agreement with a developer for the purchase of energy and renewable energy credits from a wind project in the West, and a related purchase option. 

  • a wind developer in the preparation and negotiation of a power purchase agreement with a utility for the sale of energy and renewable energy credits from an approximately 160 MW wind project in the Southwest.

  • Xcel Energy in the preparation of an RFP and related agreements for the procurement of wind and other renewable energy.

We have considerable experience analyzing U.S. Department of Energy Loan Guarantee Program regulations and issues, and discussing those regulations and issues with industry groups and key stakeholders. Our knowledge of the nuances of the Loan Guarantee Program extends to include loan guarantees and financings under the Innovative Technology Solicitation and the Financial Institutions Partnership Program. The firm handled more than a dozen loan guarantee transactions involving more than $10 billion. Skadden’s clients included applicants for loan guarantees as well as financial institutions serving as "lender applicants" under the Financial Institution Partnership Program.

Our experience includes: 

  • First Solar, Inc. in connection with its application for a $967 million loan guarantee from the U.S. Department of Energy for the 290-MW Agua Caliente solar project in Arizona, which is expected to be the largest operational photovoltaic site in the world.
  • NV Energy Inc. , in its application for a $343 million loan guarantee from the U.S. Department of Energy relating to its acquisition of a joint ownership interest in and capacity use arrangements for a Nevada transmission line project. The project, known as ON Line, will connect power grids in northern and southern Nevada and is the first transmission project to receive a loan guarantee from the Energy Department.

 

Skadden has represented the sponsors of many of the first successful independent transmission projects developed and financed in the U.S. and internationally. Our work has included drafting and negotiating agreements for development capital, transmission capacity purchase agreements, construction contracts, joint ownership agreements using tenancy in common structures, financing agreements for construction and permanent financing, offering documents associated with the public offering of shares in independent transmission companies, and purchase and sale agreements in the sale of transmission projects. In addition to our work associated with independent transmission projects, Skadden also has considerable experience advising on the development, construction and financing of transmission facilities for electric utility clients.

Our transmission projects experience includes:

Selected Independent Transmission Projects Experience

  • Competitive Renewable Energy zones (CREZ) representations:

    • Tejas Transmission in an unsuccessful bid to become a TSP; and
    • Sharyland Utilities in connection with construction of CREZ transmission lines.
  • Cross-Sound Cable Company, LLC in its $213 million sale of the company.
  • Hudson Transmission Partners, LLC in the $850 million construction financing of its 660 MW underwater transmission line between New Jersey and Manhattan. The debt financing was arranged by The Royal Bank of Scotland plc and Société Générale, and the equity financing was provided by private equity funds managed by Energy Investors Funds and Starwood Energy Group Global, LLC;
  • Hydro-Québec (Canada) in the US$213 million sale of its interest in Cross-Sound Cable Company, LLC (a joint venture created by Hydro-Québec and UIL Holdings Corporation that owns a 330 MW underwater transmission cable between Connecticut and Long Island, N.Y.) to Babcock & Brown Infrastructure Limited (Australia).
  • Lehman Brothers Inc., Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated as lead underwriters in the $331 million initial public offering of common stock by ITC Holdings Corp., the holding company for International Transmission Company.
  • SunZia Transmission, LLC in joint ownership arrangements and development of two 500 kV transmission lines designed to connect renewable electric generation facilities to the transmission grid in two Southwestern states.
  • Tenaga Nasional Berhad in the development of a proposed 670 km HVDC underwater cable.
  • Trans Bay Cable LLC in:

    • negotiating the engineering, procurement and construction (EPC) contract for a 400 MW, 85 km, high-voltage direct current underwater electricity transmission cable from a substation near the East Bay city of Pittsburg, Calif., to San Francisco. The Trans Bay Cable is projected to transmit 40 percent of San Francisco’s electricity;
    • its original construction financing, which included approximately $267 million in senior credit facilities (including a $19 million senior letter of credit facility) and approximately $247 million in subordinated credit facilities. This deal was named Project Finance magazine’s 2007 “North American Infrastructure Deal of the Year;” and
    • the refinancing of its construction debt, consisting of a 144A offering of $562 million in senior secured notes and a bank credit facility of approximately $53.75 million for letters of credit and working capital. 

Selected Utility Transmission Projects Experience

  • Hydro-Québec (Canada) in the negotiation of a 40-year transmission service agreement with Northern Pass Transmission, LLC, a joint venture between Northeast Utilities and NSTAR in which a subsidiary of Hydro-Québec, H.Q. Hydro Renewable Energy Inc., will acquire 1,200 MW of firm transmission service on the Northern Pass Transmission Line (a US$1.2 billion 140-mile high-voltage direct current line).
  • NV Energy, Inc. in the acquisition of a joint ownership interest in and capacity use arrangements for a Nevada transmission line project, and in connection with a $343 million loan guarantee from the U.S. Department of Energy, announced on Feb. 15, 2011, for the project. The project, known as ON Line, will connect power grids in northern and southern Nevada and is the first transmission project to receive a loan guarantee from the Department of Energy.
  • PEPCO Holdings in connection with the development of the Mid-Atlantic Power Authority (MAPP) project involving both underwater and over-land transmission facilities to improve reliability and increase the capacity of its transmission grid.
  • Portland General in joint ownership arrangements for its 200-mile double-circuit 500 kV Cascade Crossing Project routed to connect renewable electric generation facilities with the utility’s load centers.
  • a government-owned Caribbean utility in a joint venture with another Caribbean utility to develop a 40-mile undersea transmission line connecting the electrical grids of the two islands.
  • a Southeastern utility in the development of transmission infrastructure necessary to transmit power from planned nuclear generation.

 

Exploration and Production 

  • Chevron Corporation in its $4.3 billion acquisition of Atlas Energy, Inc.
  • Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited as underwriters and a syndicate of commercial banks in connection with their participation in a $1.2 billion financing for Qatar Petroleum.
  • Credit Suisse First Boston, Lehman Brothers Inc. and Merrill Lynch & Co., Inc. as joint global coordinators in the $726 million initial public offering and privatization of The Petroleum Authority of Thailand (renamed PTT Public Company Limited), the owner of the national gas transmission network.
  • the independent non-executive directors of China National Offshore Oil Corporation (CNOOC Limited) in CNOOC's proposed $18.5 billion acquisition of Unocal Corporation, an oil and natural gas exploration and production company and a producer of geothermal energy.
  • a large South Korean conglomerate in the acquisition of a stake in certain operations of an upstream oil and gas company in Texas and a joint operating agreement in connection with the investment.
  • Merrill Lynch & Co., Inc.’s principal investments group in connection with an equity investment in Leor Exploration & Production LLC.
  • Merrill Lynch Credit Products as letter-of-credit provider in the Shari'a-compliant financing for East Cameron Gas Company and in the Chapter 11 reorganization of the company.
  • Morgan Stanley & Co. International Limited, UBS Limited and Credit Suisse First Boston (Europe) Limited as lead underwriters in the approximately $966 million initial public offering of ordinary shares of OAO Novatek, the largest independent gas producer in Russia.
  • Noble Energy, Inc. in its $3.4 billion acquisition of Patina Oil & Gas Corporation.
  • Santos Ltd. in the sale of its U.S. exploration and production business to IPR Exploration.
  • Silver Point Capital in connection with the provision of approximately $500 million in senior secured first and second lien credit facilities to Pacific Energy Resources Ltd. to fund its acquisition of the oil and natural gas properties and operations in Alaska owned by Forest Oil Corporation and in a subsequent purchase of offshore California properties out of bankruptcy.
  • a South Korean private equity firm in the acquisition of Sterling Energy USA, Inc. from Sterling Energy plc and in a $50 million investment in an E&P company focusing on the Marcellus Shale.
  • a South Korean private equity firm in a $100 million investment in an E&P company with assets in East Texas and the Rockies.
  • The Vitol Group in its approximately $128 million unsolicited bid for the remaining 59 percent of Arawak Energy Limited through its subsidiary Rosco S.A.
  • Wapiti Energy, LLC in connection with certain corporate finance aspects of the sale of its 95 percent operated interest in the Conroe field outside of Houston to Denbury Resources in a transaction valued at approximately $431 million.
  • Wapiti Oil & Gas, L.L.C. in connection with certain corporate finance aspects of its acquisition of various oil and gas properties from Delta Petroleum Corporation for $130 million.
  • Western Gas Resources, Inc. in its $5.3 billion acquisition by Anadarko Petroleum Corporation.
  • Woodside Petroleum Limited, an oil and gas company in Australia, with the corporate and litigation aspects of its approximately $1.2 billion hostile tender offer for all of the outstanding shares of Energy Partners, Ltd.
  • XTO Energy, Inc. in its stock-for-stock merger with Exxon Mobil Corporation, valued at $41 billion. 

Oil Field Services 

  • ArcLight Capital Partners in its acquisition and combination of AltairStrickland and Repcon, two service companies, and related acquisition and revolver financings.
  • BJ Services in its $5.5 billion merger with Baker Hughes.
  • Compagnie Générale de Géophysique in its $3.1 billion acquisition of Veritas DGC, Inc.
  • Eurasia Drilling Company, the largest provider of onshore drilling services in Russia, in its $720 million combined primary/secondary initial public offering of Global Depositary Receipts and its listing on the London Stock Exchange.
  • GlobalSantaFe Corporation in its $53 billion merger-of-equals with Transocean Inc.
  • Integra Group (a portfolio company of private equity firm Brookline Partners, LLC), an oilfield services company in Russia, in its $768 million initial public offering of Global Depositary Receipts.
  • Och-Ziff Capital Management Group as the controlling shareholder of Kingsnorth Holdings (Cayman) Ltd. in its acquisition and subsequent sale of an offshore semi-submersible drilling rig in Scotland to an affiliate of Frontier Drilling ASA.
  • Paradigm Geotechnology B.V. in its acquisition of the Reservoir Technologies Division from Core Laboratories N.V.
  • Seawell Limited (Norway) in its:

    • $890 million acquisition of Allis-Chalmers Energy Inc.;
    • $158 million acquisition of Gray Wireline Service Inc. from Centre Partners Management LLC.; and
    • $25 million acquisition of Universal Wireline, Inc. from Patterson-UTI Energy Inc. 

Other Midstream/Transportation

  • Citigroup Global Markets, Credit Suisse and HSBC Bank as joint bookrunning managers in a $2.23 billion senior secured Rule 144A/Regulation S bond offering by Ras Laffan Liquefied Natural Gas Company Limited (3) and guaranteed by Ras Laffan Liquefied Natural Gas Company Limited (II).
  • CMS Energy Corporation in the $1.8 billion sale of its CMS Panhandle Companies, its interstate natural gas pipeline business and accompanying subsidiaries to Southern Union Panhandle.
  • Duke Energy Corporation in the spin-off of its natural gas transportation business to form Spectra Energy Corp.
  • the audit, conflicts and governance committee of Enterprise Products GP, LLC, the general partner of Enterprise Products Partners, LP:

    • in connection with the $9.1 billion acquisition of Enterprise GP Holdings L.P. by Enterprise Products; and
    • in connection with the $3.3 billion merger of Enterprise Products with TEPPCO Partners, LP.
  • a group of financial institutions in the $3.6 billion financing by Ras Girtas Power Company, a direct subsidiary of Qatar Petroleum and Qatar Electricity and Water Co. and an indirect subsidiary of Suez Tractebel S.A. and Mitsui & Co. Ltd. The deal contained a $250 million Islamic tranche of debt.
  • the special committee of the board of directors of Kinder Morgan, Inc. in connection with the leveraged buyout of Kinder Morgan by Rich Kinder, Goldman Sachs, Carlyle/Riverstone and AIG.
  • the lending group, including Lehman Brothers, HSBC, Calyon S.A. and Bank of Tokyo-Mitsubishi UFJ, Ltd. , in Nakilat Inc.’s program financing, which raised approximately $6.7 billion in three tranches of debt, the proceeds of which were used to build a fleet of 25 LNG vessels to ship liquid natural gas from Qatar to various ports around the world.
  • the lending group, as well as Bank of Tokyo Mitsubishi Ltd. , in its capacity as agent for commercial banks, SACE Spa, the Italian export credit agency, and two Qatari banks that provided the Islamic financing, in an approximately $3.25 billion construction financing of a power and water desalination facility in Qatar.
  • Peru LNG S.R.L. , a project company, and the sponsors of the $3.8 billion Peru LNG project as international counsel on the $2.25 billion financing of the first liquefied natural gas export project in Latin America.
  • Spectra Energy Corp in: numerous debt offerings; the formation of Steckman Ridge, LP, a joint venture with New Jersey Resources, and in Steckman Ridge's subsequent acquisition of a depleted natural gas field in Pennsylvania from Pennsylvania General Energy Company, L.L.C.
  • Theo Bean in the sale of Mississippi Hub LLC, the owner of a salt dome natural gas storage facility under development, to EnergySouth Midstream and certain funds managed by affiliates of Fortress Investment Group LLC.
  • Vanship Holdings Limited in its $778 million sale of nine crude carriers to Energy Infrastructure Acquisition Corporation.
  • The Vitol Group as co-counsel in its $170 million acquisition of Europoint Terminals Netherlands B.V. and Ronaco Holding B.V. from Dagenstaed Investments B.V.
  • The Vitol Group and Helios Investment Partners in their US$1 billion acquisition of an 80 percent stake in the African downstream oil operations of Royal Dutch Shell plc (the Netherlands).
  • Vulcan Capital and its affiliate Vulcan Energy Corporation in:

    • the formation of a joint venture with Plains All American Pipeline, L.P. ("PAA") known as PAA/Vulcan Gas Storage, and the acquisition by the joint venture of a gas storage business from Sempra Energy;
    • the contested leveraged buyout of Plains Resources Inc. (which owned 44 percent of the general partner of PAA);
    • the acquisition of an additional 10 percent of the equity interest in the general partner of PAA;
    • the sale of 4.2 percent of the equity interest in the general partner of PAA to Occidental Petroleum Corporation; and
    • the sale of 50.1 percent of the equity interest in the general partner of PAA to various investors. 

Non-Power Downstream 

  • a consortium led by Access Industries Inc. and The Chatterjee Group in its $5.7 billion acquisition of Basell N.V., which is a joint venture owned by Royal Dutch/Shell Group of Companies and BASF Aktiengesellschaft.
  • Access Industries Inc. and its chairman, Leonard Blavatnik, in the proposed sale of a majority stake in its subsidiary, LyondellBasell Industries AF S. C. A. to Reliance Industries Limited.
  • ArcLight Capital Partners in its acquisition of Mountaineer Gas, a local natural gas distribution company in West Virginia.
  • Basell Polyolefins in its approximately $19 billion acquisition of Lyondell Chemical Company.
  • CF Industries Holdings, Inc. , a chemical company that manufactures nitrogen and phosphatic fertilizers, in its $715 million initial public offering of common stock.
  • Citigroup Global Markets Inc., Credit Suisse First Boston LLC, Merrill Lynch & Co., Inc. and Deutsche Bank Securities Inc. as lead underwriters in the $1.9 billion initial public offering of common stock and 5% mandatory convertible preferred stock by Huntsman Corporation, a chemical company.
  • Huntsman Corporation and various affiliates in an out-of-court restructuring; in several acquisitions, including acquisitions of businesses from Texaco Inc., Eastman Chemical Company, The Dow Chemical Company and Rohm and Haas Company; and in the formation of a joint venture with Imperial Chemical Industries PLC.
  • Louis Dreyfus Energy Holdings Limited in its sale of the Wilhelmshaven oil refinery in Germany and Louis Dreyfus Refinery and Marketing Limited to ConocoPhillips.
  • Merrill Lynch & Co., Inc. as global coordinator and the U.S., Hong Kong and international underwriters in the $343 million initial public offering of common stock and American Depositary Shares of Shanghai Petrochemical Company Limited.
  • National Grid in its acquisition of New England Gas from Southern Union.
  • OMV Aktiengesellschaft, an oil and gas company in Austria, in its acquisition of certain petroleum refining and marketing assets in Germany, Hungary and Slovakia from BP p.l.c.
  • Pride Companies LP in its sale of its refining assets, including oil refinery terminals, seven pipelines and storage tanks, to Delek US Holdings Inc.
  • Thai Oil Public Company Limited, Thailand's largest oil refinery company, in its approximately $788 million privatization via an initial public offering, the largest IPO in Thailand to date. There was a Rule 144A/Regulation S offering outside of that country. This offering was named "Best Equity Deal, Best IPO and Best Privatization" and "Best Thailand Deal" for 2004 by FinanceAsia (December 2004/January 2005), "2004 Best Cross-Border Equity Deal of the Year" for Southeast Asia by Asian Legal Business (March 2005), "2004 Best Equity Deal in Asia" by Euromoney magazine (February 2005), "2004 Best Deal in Thailand" by Asiamoney magazine (December 2004), "2004 Best IPO" by The Asset magazine (January 2005), and "2004 Thai Capital Markets Deal of the Year" by International Financial Review (January 2005).

 

Our attorneys have vast experience in the areas of aviation, road and rail infrastructure, with deep knowledge of public-private partnerships (PPP), privatizations, mergers and acquisitions, corporate finance transactions, and litigation and arbitration matters relating to these transportation sectors. Transactions and disputes involving railroads and roadways require a coordinated and multidisciplinary approach, with sensitivity to the special issues relating to assets that constitute critical infrastructure. Our infrastructure projects experience includes: 

  • Aeropuertos Argentina 2000 in connection with a $800 million capital improvements program for 33 airports in Argentina to be financed by Inter-American Development Bank, SACE the export credit agency of Italy, the Export-Import Bank of the United States, ABN Amro Bank and Mediocredito Centrale.
  • Macquarie Airports and Macquarie Bank Limited (Australia) in their $390 million acquisition of an approximately 20 percent stake in Japan Airport Terminal Co.
  • PT Jasa Marga (Persero) Tbk. , an operator of toll roads and highways in Indonesia, in its partial privatization via a $371 million initial public offering of shares and listing on the Jakarta Stock Exchange. The offering included a Rule 144A/Regulation S component.
  • Santander and WestLB in connection with a $1 billion financing for the proposed privatization of Midway Airport.
  • the state of New Jersey in developing a $35 billion public-private partnership transaction for the state’s toll roads.

 

The Construction practice of Skadden, Arps, Slate, Meagher & Flom LLP and affiliates (“Skadden”) comprises attorneys from multiple disciplines in offices across the globe who have experience in all aspects of construction transactions and resolution of construction-related disputes, including:

  • structuring, preparing and negotiating of construction contracts, equipment supply agreements, balance-of-plant agreements and long-term services agreements;
  • structuring and preparing of requests for proposals for construction services and equipment supply, under target, guaranteed maximum and fixed price arrangements, among others;
  • advising on tax issues relating to structuring U.S. and cross-border construction arrangements;
  • advising on environmental, labor and intellectual property-related matters for construction contracts;
  • advising on risk allocation, equipment, commodity and labor cost escalation and productivity matters, and change order management;
  • structuring, preparing and negotiating of construction financing, including project financing, government loan and guaranty programs, and export credit agency and multilateral financing; and
  • advising on contract disputes, and resolving them by negotiation, mediation, arbitration and litigation.

Our global construction practice covers the spectrum of conventional and renewable energy projects and infrastructure matters, including natural gas, coal, nuclear, wind, solar, geothermal and biomass power plants, natural gas pipelines and gas processing facilities, electric transmission lines, LNG liquefaction and regasification facilities, railroads, cement plants, resort hotels and casinos, sports stadiums, roads, airports, ports and water infrastructure facilities, and marine construction. We have experience in the U.S. and internationally structuring contracts (both on a turnkey and multiple contract basis) under various pricing structures and in addressing cross-border issues.

We represent a diverse client base, including owners, utilities, contractors, lenders and investors. This experience allows us to understand perspectives and concerns of the project participants and craft risk allocation solutions in the midst of competing objectives. For capital projects of utilities, we are experienced and aware of the issues presented by the regulatory process and the scrutiny of public utility commissions. Our project finance experience includes construction contracts and projects financed on a limited recourse basis. We have experience with the export credit agencies of many countries and with multilateral institutions to provide flexibility in financing sources.

Transactions

It is generally critical that capital projects be completed on time and on budget. A key element in achieving these goals is a sound contractual structure with clear and appropriate risk allocation between the owner and the EPC contractor and equipment suppliers. Skadden’s extensive experience representing the various constituencies involved in capital projects allows us to provide advice to clients in structuring transactions to meet these goals and address key issues.

Recent construction transactions include representing: 

  • Aladdin Gaming in the $1.3 billion redevelopment, construction and financing of the Aladdin Hotel & Casino in Las Vegas;
  • Atlantic LNG in the development of a $1 billion liquefaction facility in Trinidad & Tobago, including negotiation of EPC contracts and major maintenance contracts;
  • CF Industries in connection with the development, construction and financing of its $2 billion petrochemical project in Peru;
  • a consortium in connection with the development and construction of a 133-mile natural gas pipeline, Gasoducto Cruzdel Sur, from Argentina to Uruguay and subsequent expansion into southern Brazil;
  • Dabhol Power Company in the development, construction and financing of a $3 billion, 2250 MW gas-fired power plant, LNG regasification facility and port in India.
  • Maritza East III Power Company AD in the restructuring and renegotiation of construction arrangements for the refurbishment of a 900 MW mine-mouth lignite-fired power station in Stara Zagora, Bulgaria;
  • Neptune Regional Transmission System in the negotiation of an EPC contract with Siemens Power Transmission and Distribution and Pirelli Power Cables and Systems USA for construction of a $700 million, 660 MW undersea electric transmission cable and associated converter stations under Long Island Sound, between New York and New Jersey;
  • NV Energy, Inc. in:

    • the acquisition of a joint ownership interest in and capacity use arrangements for a Nevada transmission line project, and in connection with a $343 million loan guarantee from the U.S. Department of Energy, announced on Feb. 15, 2011, for the project. The project, known as ON Line, will connect power grids in northern and southern Nevada and is the first transmission project to receive a loan guarantee from the Department of Energy;
    • preparing RFPs and in the negotiation of balance of plant construction and equipment supply arrangements for its proposed 1,500 MW coal-fired power plant in White Pine County, Nev., including the rights to use, develop and reconstruct a segment of the former Northern Nevada Railway; and
    • preparing RFPs and negotiations of arrangements for construction of the Lenzie, Clark, Tracy and Harry Allen gas-fired, combined-cycle and peaking power plants in Nevada (the projects aggregate to approximately 3,000 MW);
  • Peru LNG S.R.L. in the negotiation of various contracts for the construction of an LNG liquefaction terminal and associated infrastructure on the coast of Peru, including contracts with (i) affiliates of Chicago Bridge and Iron for construction of LNG liquefaction and storage facilities, (ii) affiliates of Saipem S.p.A., Construtora Norberto Odebrecht S.A. and the Jan De Nul Group for the construction of a breakwater, an LNG loading jetty and ship loading facilities and (iii) Techint S.A.C. for construction of a gas pipeline to be built over the Andes mountains;
  • Progress Energy Florida in the joint ownership and operating arrangements for the proposed 2,200 MW Levy County nuclear power facility;
  • Sierra Pacific Resources in the development and construction of a 600 MW simple cycle addition to the Clark Generating Station, consisting of 1250 MW units located near Las Vegas; and the development and construction of a 500 MW 2x1 combined cycle addition to the Harry Allen Generating Station located near Las Vegas;
  • Trans Bay Cable LLC, a subsidiary of Babcock & Brown Limited (Australia), in the development and $513 million project financing of a 400 MW, 85 kilometer, high-voltage direct current underwater electricity transmission cable from a substation near the East Bay city of Pittsburg, Calif., to San Francisco. The financing included approximately $267 million in senior credit facilities (including a $19 million senior letter of credit facility) and approximately $247 million in subordinated credit facilities. This deal was named Project Finance Magazine’s 2007 “North American Infrastructure Deal of the Year”;
  • Wisconsin Electric in the development and construction of the 1,230 MW Elm Road coal-fired generating station;
  • Wisconsin Energy Corporation and its subsidiary Wisconsin Electric Power Company in the $1 billion sale of its Point Beach Nuclear Plant to FPL Energy, a subsidiary of FPL Group;
  • Wynn Resorts, Limited with the financing, development and construction of its $2.7 billion Wynn Las Vegas hotel and casino resort;
  • Xcel Energy and Public Service Company of Colorado in the development of an approximately $1.1 billion 750 MW supercritical pulverized coal-fired power plant in Colorado (Comanche 3), including the drafting and negotiating of separate engineering, procurement and construction contracts for the steam turbine generator, the boiler facility, the air quality control system, the balance of plant and coal-handling equipment. Skadden drafted and negotiated cotenancy ownership and operation arrangements with two co-owners; and
  • Xcel Energy and Public Service Company of Colorado in the development of an integrated gasification combined cycle plant to be located in Colorado, including the drafting and negotiating of all development, construction and co-ownership agreements. 

Dispute Resolution

Any number of factors on a construction project can lead to disputes. As experienced litigators, we realize that narrow-mindedly pursuing active litigation may not always be the best course of action for our clients. In such cases, we craft alternative approaches to resolve disputes favorably without the necessity of trial. If a favorable business solution cannot be reached, we work aggressively to achieve our client’s litigation goals.

Recently, we have represented: 

  • a client in an International Chamber of Commerce (ICC) arbitration arising from the construction of a gas pipeline in Colombia. The hearing involved the cross-examination of various engineers relating to the construction of the pipeline, whether such construction complied with technical specifications in the contract and whether an early completion bonus had been earned;
  • the European affiliate of a U.S. energy company in an ad hoc arbitration concerning a turnkey contract for construction of a 1,200 MW gas-fired power station;
  • a Filipino-British joint venture in a dispute with its contractor regarding the construction of a 1,000 MW power plant and a 500 MW power plant located in the Philippines. The matter involved claims for extension of time, additional costs and tax matters;
  • a client in connection with the construction and operation of a fully integrated power project constructed in Brazil. The matter involved many aspects of construction and supply, including analysis of construction contracts and fuel supply agreements;
  • Newmont Mining Co., the world’s largest gold producer, in attaining a $3.5 million verdict against two insurance companies in a case involving the collapse of a football stadium-sized roof over two structures at a British Columbian mine;
  • a Spanish subsidiary of a leading independent power producer in an ICC arbitration of various disputes arising under a long-term off-take agreement relating to the construction of a power plant in Spain;
  • the U.S. turnkey contractor of two cogeneration power plants and its wholly owned Italian subsidiary before the Construction Industry Arbitration Tribunal of the American Arbitration Association;
  • a U.S.-based major international engineering and construction firm in litigation with a utility concerning the scope and costs of work to decommission a nuclear power plant;
  • a U.S. utility in a dispute with its contractors concerning additional costs incurred to support labor availability and associated loss of productivity and cumulative impact claims that totaled more than $100 million on numerous aspects of constructing a coal-fired power plant; and
  • Wisconsin Electric in a dispute with Bechtel Power over labor availability and other related issues in its $2.15 billion coal-fired Elm Road Generating Station project.

We also regularly advise utilities during the construction phase and in the administration of EPC contracts and equipment supply agreements, including with respect to disputes arising in connection with change order requests and liquidated damage claims.

Skadden has counseled every major U.S. professional sports league, such as the NFL, NBA, NHL, MLB, the PGA Tour and the Arena Football League. We have negotiated project financings for sports stadiums and arenas, and we have advised on the sale or purchase of teams, stadiums and other assets. Our experience includes: 

  • Bank of America, N.A. in providing a $90 million credit facility to the San Antonio Spurs basketball team. Part of the funds were used to finance the team’s new arena.
  • Fleet National Bank and Sumitomo Mitsui Banking Corp. in the $150 million construction financing of INVESCO Field, a 76,000-seat, open-air football stadium for the Denver Broncos.
  • NationsBank, N.A.; The Sumitomo Bank, Ltd.; and Fleet National Bank of Massachusetts as senior lenders in the $145 million financing of the MCI Center, a 20,000-seat arena in which the Washington Wizards and the Washington Capitals play.
  • The Sumitomo Bank, Limited as agent in the $145 million financing of a new 40,000-seat stadium (Comerica Park) for the Detroit Tigers baseball team.
  • The Sumitomo Bank, Limited and Bank of America, N.A. in the $155 million financing of FedEx Field (formerly Jack Kent Cooke Stadium), a 78,000-seat outdoor stadium where the Washington Redskins football team plays.