Mr. Kamine has broad experience in the energy industry, including considerable experience with renewable energy and other types of power generation projects; midstream projects, such as LNG liquefaction and regasification facilities and oil and gas pipelines; and upstream oil and gas exploration, development and processing facilities. In addition to his experience within the energy sector, Mr. Kamine’s non-energy experience includes projects involving roads and transportation, water supply and sanitation, and urban infrastructure.
Over his career, he has worked on matters in over 25 countries throughout the world, including significant experience with matters and transactions in the United States, Latin America, South America and the Caribbean, including in Argentina, Aruba, Bolivia, Brazil, Chile, Colombia, Dominican Republic, Ecuador, Guatemala, Guyana, Haiti, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Trinidad and Venezuela. He also has worked on transactions in countries in western Europe, the Middle East, North Africa, sub-Saharan Africa, and south and east Asia.
Mr. Kamine is fluent in English, Spanish and Portuguese, and regularly negotiates in those languages.
Project Finance and Other Finance Experience
Mr. Kamine has advised sponsors and lenders in various financing transactions involving energy projects, including complex and innovative project financings, acquisition financings and other types of financings. Mr. Kamine also has represented borrowers and lenders in various types of project and bank financings, including transactions involving multiple project owners.
He has extensive experience advising on multi-sourced financings that typically involve international and national commercial lenders, and multilateral, regional and national development finance institutions or export credit agencies, such as: the International Finance Corporation, the Overseas Private Investment Corporation, the Inter-American Development Bank, U.S. Export-Import Bank, Korea Export-Import Bank, Servizi Assicurativi del Commercio Estero, the Clean Technology Fund, the Central American Bank for Economic Integration, the OPEC Fund for International Development, and others.
Over the past several years, his most notable finance transactions have included representing:
- SunEdison, Inc. and its subsidiaries in financing various renewable energy projects, including:
- a $146 million debt financing facility for three solar PV power plants in Honduras totaling 81.7 MW, the first solar projects to be project financed in Honduras;
- a $130 million nonrecourse debt financing arrangement and $30 million local Chilean peso VAT facility for the 69.5 MW Javiera solar PV power plant in the Antofagasta region of northern Chile. This transaction was named Latin American Solar Deal of the Year for 2014 by IJGlobal; and
- a nonrecourse senior loan facility of up to $155 million for the 72.8 MW Maria Elena merchant solar PV power plant in the Antofagasta region of northern Chile.
- Peru LNG S.R.L. in the financing of its $3.8 billion LNG export project in Peru, which was the largest foreign direct investment in Peru’s history at the time, and which was named Latin America Deal of the Year by Project Finance International, Latin American Export Finance Deal of the Year by Euromoney’s Project Finance magazine, Deal of the Year Project Finance by Latin Lawyer and the Best Energy Deal of the Year by LatinFinance.
- Bank of America Merrill Lynch in its:
- $1.4 billion loan facility with a loan guarantee from the U.S. Department of Energy for NRG Energy and Prologis’ Project Amp, which was awarded the 2011 Finance Innovation of the Year by Renewable Energy World; and
- loan facility for SolarCity’s SolarStrong project, which was designed to support the installation of more than $1 billion in solar power installations for privatized U.S. military housing communities across the United States and its territories, and which was mentioned in the 2012 Financial Times “US Innovative Lawyers” report as one of only two matters in the top tier in the energy category for 2012.
- Shelf Drilling International Holdings, Ltd., a global provider of shallow water drilling services sponsored by Castle Harlan, Inc., CHAMP Private Equity and Lime Rock Partners, in the financing of its $1.05 billion acquisition of an international fleet of offshore drilling rigs from Transocean Ltd., which at closing were operating throughout Southeast Asia, India, West Africa, the Middle East and the Mediterranean. This transaction received the highest ranking in the Corporate & Commercial category in the Financial Times’ 2013 “US Innovative Lawyers” report; and
- TerraForm Power, Inc. in connection with a $500 million secured term loan to finance the acquisition of certain renewable energy projects in the U.S. from Invenergy Wind LLC.
M&A, Joint Ventures and Cross-Border Investments
With respect to mergers and acquisitions, Mr. Kamine has extensive experience representing both buyers and sellers in a wide range of equity and asset sale transactions, including in auction and private sale settings, and acquisitions and divestures involving distressed and bankrupt companies. He also has broad experience with structuring and negotiating a variety of joint venture, shareholder and investment agreements and other corporate transactions related to the development of energy and infrastructure projects, including advising clients participating in government-sponsored auctions for concessions and offtake contracts, in the structuring of cross-border investments, and in obtaining political risk insurance.
Over the past couple of years, his more notable experience has included representing:
- an international energy company in its bid to acquire concessions for new gas pipelines in Mexico;
- First Solar, Inc. in a range of transactions related to the expansion of its solar energy business in South Africa and other countries in sub-Saharan Africa, including advising on potential joint ventures, acquisitions of projects and development assets and various project development agreements;
- Silver Point Capital, L.P., a private equity fund, in the acquisition and subsequent sale of its interests in oil and gas properties off the coast of Southern California, which were originally acquired in a 363 sale from an oil and gas company in bankruptcy; and
- SunEdison in numerous M&A transactions, including:
- the sale of solar projects and development assets located in Brazil, Chile, Honduras, Mexico and Uruguay to portfolio companies of Actis Capital, which included 578 MW of operating projects and 1,000 MW of projects in the early stages of development and also involved significant bankruptcy and restructuring issues;
- the sale of wind development assets located in Mexico;
- the sale of its Australian assets and its residential solar business to Flextronics International Ltd. under a 363 sale transaction; and
- structuring and negotiating its first-of-its-kind, warehouse facility, including structuring the holding company structure with First Reserve and the lenders, negotiating the terms of a $500 million third-party equity commitment from First Reserve Corporation designed to finance the construction of a pipeline of several renewable energy projects, and negotiating the terms of the sales of the projects to the warehouse.
Prior to joining Skadden, Mr. Kamine served as counsel at The World Bank, where he represented World Bank teams in developing, structuring and financing projects in Latin America and the Caribbean undertaken by sovereign and sub-sovereign governments and international and regional organizations. These projects included regional climate change and mitigation projects, water supply, sanitation, transport and urban infrastructure projects, land administration, and macroeconomic and sectoral policy reforms.
Since joining Skadden, Mr. Kamine has advised the following organizations on a pro bono basis:
- a bilateral sovereign donor in structuring, negotiating and administering grants for projects in the health, housing and education sectors in the Republic of Haiti;
- a D.C.-based NGO in structuring and administering financing for development and reconstruction projects in Nepal;
- a D.C.-based NGO that focuses on commercial legal and regulatory reform in developing markets, particularly in the agricultural sector in sub-Saharan Africa; and
- the Latin American and Caribbean Council on Renewable Energy, also known as LAC-CORE, an international organization dedicated to bringing renewable energy and energy efficiency to Latin America and the Caribbean.