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In addition to general corporate, tax, securities and finance matters, our services for the energy sector include:
We assist developers, owners and investors with all their project development requirements, including siting, permitting, power purchase, transmission, financing, construction and operations and maintenance. Our due diligence team performs legal reviews of all relevant project materials to identify potential legal issues or legal risk factors that could affect the value of the project or its ability to be constructed and operated as planned. Representative due diligence services include review of power purchase agreements, interconnection agreements, transmission agreements, environmental compliance, real property title review, FERC and local utility commission compliance, company corporate and organizational documents, turbine supply agreements, balance of plant construction contract and U.S. regulatory matters applicable to foreign ownership.
We represent owners and operators of domestic and foreign energy projects in all phases of financing and in the sale of interests in energy projects. We have handled transactions that included limited partnership vehicles and subsequent syndications, recourse and non-recourse bank and insurance company financings and sale-leasebacks. We have worked with clients on financing options including interest swaps and other hedge arrangements, credit enhancements, carried interests and subordination arrangements. We have the capability to quickly prepare any necessary documentation (including offering documents-both debt and equity, loan documents, and project documents). In addition to typical corporate finance structures, our Municipal Finance group handles tax-exempt financings for energy projects.
Mergers and Acquisitions
Our lawyers represent energy companies in regard to the structuring, negotiation and regulatory approval of corporate mergers and the acquisition or sale of utility properties. Stoel Rives handled the first utility merger between Utah Power and Pacific Power and one of the largest international energy mergers between PacifiCorp and Scottish Power. The firm regularly handles all aspects of energy asset purchases and sales, including due diligence analysis with respect to the potential acquisition of electric utilities, electric generation facilities and electric generation development projects. We have provided due diligence for potential acquisitions throughout the United States, as well as in Canada, Mexico, Australia, the Philippines, and Turkey.
We represent utilities, power marketers and power brokers throughout the United States in the drafting and negotiation of long- and short-term contracts for sale of power. We also advise such clients on contracts for power exchanges and power derivative products. Our advice includes consideration of special features of power sales to municipal utilities and other state entities, to the California Independent System Operator and to the Bonneville Power Administration.
Stoel Rives represents energy clients regularly before the Federal Energy Regulatory Commission (FERC) and state utility regulators throughout the West. We have also represented clients before the Bonneville Power Administration (BPA) in contract negotiations, transmission disputes, environmental compliance and rate matters. We represent clients before the FERC in connection with complaint proceedings, rate filings and compliance with the Public Utility Holding Company Act, the Public Utility Regulatory Policies Act ("PURPA"), the Energy Policy Act and state and federal regulations relating to exempt wholesale generators, foreign utility companies and qualifying facilities. We represent utility and independent power producer clients in rulemakings and other agency proceedings, and we draft and advise on legislation for such clients.
The firm has represented clients with respect to much of the major transmission legislation and regulation impacting the West. Looking back, we were deeply involved in implanting the Northwest Power Act, and in efforts to develop open access policies and a regional transmission organization in the region. More recently, the firm has been active in wind integration and network open season issues at the Bonneville Power Administration, in implementing FERC's anchor tenant policies with respect to merchant transmission projects, and in representing clients in major interconnection reforms occurring across the West and elsewhere. The firm has used this experience to handle federal energy regulatory matters for Duke-American Transmission Company's acquisition of the Zephyr Transmission Line, the negotiation of anchor tenant arrangements on the Wyoming-Colorado Intertie, and state regulatory proceedings related to the Gateway West, Cross Cascades, and Zephyr transmission projects. Overall, our experience covers a wide variety of transmission issues facing independent power producers and utilities.
Insolvency and Work-Outs
We represent utilities and independent power clients in bankruptcy court proceedings and out-of-court restructurings and work-outs, both with respect to our clients as debtors and with respect to our clients as creditors.
Master Agreements and Swaps
We represent our utility and independent power clients in connection with structuring, negotiating, administration of contracts and dispute resolutions arising under swaps, physical commodity transactions, notional transactions and other hedging transactions arising under ISDA, NAESB, GISB, EEI, WSPP and other master agreements and related schedules.
Energy Facility Siting, Licensing and Permitting
We assist clients in siting and obtaining all necessary permits and approvals from federal, state and local government agencies for gas fired power plants, wind generation facilities, geothermal facilities, natural gas pipelines, high voltage power lines, underground gas storage facilities, coal mines and oil and gas facilities throughout the western United States. This includes meeting air and water quality requirements, obtaining land use permits, water rights, energy facility siting permits and public right-of-way permits, and complying with the Endangered Species Act, the National Historic Preservation Act and the National Environmental Policy Act.
Hydroelectric Facility Licensing
We represent clients before the FERC in all phases of seeking or contesting the licensing or relicensing of hydroelectric facilities. We also structure and negotiate environmental mitigation plans in connection with such proceedings.
We help our clients acquire the property needed for power plants, power lines, pipelines, coal mines, oil and gas fields, natural gas storage, geothermal facilities, wind plants and related facilities. We negotiate purchase agreements, leases, options, right-of-way agreements, co-tenancy agreements and other real estate documents.
Construction and Design, Operations and Maintenance
We advise owners, contractors, engineers and suppliers on the design and construction of power plants and other energy facilities. We draft and negotiate procurement, engineering and construction agreements and operations and maintenance (O&M) agreements, litigate and arbitrate construction and O&M disputes, file and respond to liens and deal with bonding and insurance requirements.
Fuel Supply and Transportation
We draft and negotiate coal and natural gas supply agreements and interstate and local transportation agreements for utility and independent power plants. We maintain relationships with Canadian law firms for trans-border supply and transportation agreements.
Natural Gas Pipeline Regulation
The firm represents clients in FERC and Department of Energy proceedings concerning natural gas pipeline regulation. We have been extensively involved in interstate pipeline rate and certificate proceedings for natural gas utilities and combination gas and electric utilities located in several regions of the United States. This representation includes litigation before the FERC and in related appellate proceedings.
We represent utilities and independent power clients in state and federal courts as well as arbitration proceedings involving a variety of disputes, including antitrust, condemnation, plant outages, and matters arising out fuel supply agreements, power purchase agreements, transmission tariffs, and acquisition agreements.