Representative Project Structurings

Created an LLC jointly owned by a large Canadian utility and a U.S.-based IPP for the development and financing of a coal-fired power generation facility.

Negotiated, formed, and drafted partnership agreements between U.S. and European based IPPs for the development, ownership, operation and financing of two New York power generation facilities.

Structured, from a business and tax standpoint, a strategic joint venture between two companies, each of which contributed numerous projects located throughout the United States to a "mixing bowl" partnership in furtherance of one company's cable franchise "clustering" strategy and the other's desire to exit the industry in a tax-efficient manner. Subsequently, we represented one of the parties in connection with the partnership's break-up. The transaction involved approximately $2.5 billion in assets.

Represented the developer of a 100 MW wind energy generation facility in Oregon in connection with the $185 million sale of the facility to a major northwest utility pursuant to a build-own-transfer arrangement. The transaction included drafting and negotiation of warranty and operations and maintenance agreements.

Represented the then-largest coal company in the world in connection with the formation of a strategic joint venture with a large Japanese trading company for the Western U.S. coal operations of another large coal company. This transaction involved extensive and complex exit strategies, management, and deadlock resolution provisions.

Represented the developer of three hydropower projects in California, principally in connection with tax, financing and power sale issues.

Represented the purchaser of a California waste-wood fired power plant in all aspects of the acquisition, including contract and permit due diligence, financing, and purchase agreement negotiation and drafting.

Represented the developer of a 200 MW wind energy generation facility in Texas in connection with sale of the project to a wind energy subsidiary of a major Wall Street investment bank. The transaction included drafting and negotiation of option for development and sale of a 400 MW multi-phase expansion of project.

Represented the developer of a 600 MW gas-fired combined cycle facility located in Colorado in all aspects of contractual, regulatory, and developmental requirements, as well as the construction and term financings for the facility.

Negotiated all project documents for a Colorado-based 300 MW gas-fired project, including acquisition from the initial developer, to power sale, interconnection, construction, and financing work.

Represented a Colorado host facility in connection with its analysis of alternatives for cogeneration including proposals, inside-the-fence options, and public utility developed options. Assisted in the negotiation and drafting of project development documents and the development and implementation of project strategies.

Served as counsel to a major U.S. developer in connection with the development, permitting, and financing of a 110 MW Colorado facility with unique design features.

Represented the developer of a 400 MW wind energy generation facility in Texas in connection with site acquisition, development and power sales negotiations.

Represented a Montana host facility and co-owner of a cogeneration project fired with waste fuel; were involved in the formation of a limited partnership to own the project, including analysis of tax allocations and benefits; and prepared fuel and steam supply agreements and land-purchase agreements. We were also extensively involved in the projects complex financing package, which included tax-exempt bonds and construction and term financing by a foreign commercial bank.

Represented the developer of a geothermal generation project in Nevada. Analyzed legal and especially tax implications of sale and leaseback or conventional financing options in connection with the acquisition and construction of the facility.

Represented a U.S. company running a gas line through New Mexico in connection with all access, condemnation, surface access rights, and surface lease issues.

Represented the developer of a 150 MW wind energy generating facility in North Dakota in connection with facility construction and power sales arrangements. The transaction included negotiations of power sales contracts involving day-ahead and hour-ahead forecasting and scheduling into the energy markets under development by the Midwest Independent System Operator.

Completed the sale of cogeneration projects on Long Island, New York.

Represented the owners of a New Jersey cogeneration facility in connection with the refunding of $75 million of tax-exempt bonds.

Represented the purchasers of a 110 MW Texas-based wind generation facility in the renegotiation and restructuring of power sale, interconnection, and construction agreements. Closed project financing for the project in 2004.

Worked with the Texas owner of major independent power generation facilities to address power marketing, transmission, and finance issues.

Served as lead counsel in connection with all aspects of the development of a 350 MW waste-coal fired facility in Wyoming. Negotiated a complex EPC contract, a merchant power sales agreement, and transmission agreements, among other project documents.

Completed the acquisition and development of a 50 MW wind generation facility in Wyoming, including the power purchase and interconnection agreements with a major northwest U.S. utility.

Represented a lender in financing various borrowers' acquisitions of land-line telephone companies with operations in various southeastern and northeastern states.

Structured the ownership arrangements and drafted the EPC contract, balance of plant, warranty, and related agreements for a 160 MW wind energy facility located in Texas.

Acted on behalf of a pipeline company in the environmental review, permitting and regulatory approval relevant to the refurbishment and extension of an existing pipeline in the southwestern United States.

Represented a pipeline company in the environmental review, permitting, and regulatory approval relevant to a pipeline construction project in the southeastern United States.

Represented a 162 MW Colorado wind energy facility, jointly owned by two major energy companies, for which we served as project counsel for the joint venture, acquisition, power sale, interconnection, real estate, environmental, permitting and financing work for the facility.

Counsel to the borrower in the $140 million non-recourse financing of a gas-fired reciprocating engine facility selling its output to a leading U.S. public utility. The Lender group was led by Credit Lyonnaise, which was represented in the transaction by Latham and Watkins.

Worked with a lender in financing the acquisition by a land-line telephone company borrower of CELC operations in the Great Lakes area of the United States.

Represented a major railroad company in the regulatory permitting of a $1.5 billion, 1,000 mile rail expansion project.

Represented a lender in financing the development of the infrastructure of a CLEC land-line telephone company borrower operating in the northwest United States.