Energy Regulatory

Our Energy Regulatory attorneys are dedicated to guiding corporations, independent power producers, and utilities through the intricate maze of energy management, production, and transmission. With a deep understanding of the dynamic interplay between market demands, technological advancements, and regulatory frameworks, our team offers customized solutions that not only align with the current environment but also anticipate the evolving needs of the energy sector.

Independent Power Producer Solutions

Stoel Rives is a vital ally for Independent Power Producers. We leverage our comprehensive expertise to navigate the complexities of financing, permitting, construction, and energy transaction agreements in an industry influenced by technological advancements and global carbon reduction goals. Our services include:

• Handling mergers, acquisitions, and corporate transactions in the energy sector.
• Advising on a range of financing structures, including tax equity financings, tax credit transfer financings, equity financings, construction, and permanent debt financings, including bond financings, development facilities, letter of credit facilities, and revolving credit facilities.
• Providing critical tax advice at all stages of project development, ownership, and disposition.
• Expertise in FERC and state public utility commission approvals.
• Ensuring compliance with environmental regulations like EPA, NEPA, and CEQA.
• Drafting and negotiating power purchase, fuel supply, and related contracts.
• Providing counsel on environmental matters.
• Advising on project development matters, including site control and regulatory issues.
• Assisting with the project construction, including EPC, design-build, and equipment procurement agreements and labor and employment matters.

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Corporate & Industrial Energy Management Solutions

In the rapidly evolving landscape of energy management, Stoel Rives offers sophisticated solutions for Corporate and Industrial Energy Management. With Fortune 500 companies increasingly driving the demand for renewable energy, our team is adept at navigating the complex regulatory landscape that varies by state, ensuring your organization can effectively manage and control its energy supplies. Our services include:

• Negotiating special contracts with utilities and managing associated regulatory proceedings.
• Intervening in state regulatory proceedings, including rate cases and integrated resource plan proceedings.
• Advising on state regulations for direct access and options to purchase power.
• Consulting on Federal Energy Regulatory Commission (FERC) qualification and participation rules in organized markets.
• Providing insight on legislative proposals and stakeholder proceedings related to FERC approvals.
• Expertise in project financing, site construction, and operation of on-site renewable generation facilities.
• Negotiating and documenting contracts for power and natural gas purchase.

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Energy Transmission

Stoel Rives is a distinguished legal adviser in energy transmission matters. Our team has worked extensively with utilities and independent developers in developing high-voltage transmission lines and negotiating interconnection related agreements, expertly navigating the complex regulatory, environmental, and financial aspects of these projects. Our services include:

• Compliance and representation in proceedings before the Federal Energy Regulatory Commission and local energy regulatory bodies.
• Strategic negotiation and drafting of power purchase, interconnection, and transmission agreements, as well as related service agreements and equipment procurement.
• Providing guidance on real estate, condemnation, and land use issues related to energy transmission.
• Facilitating federal rights-of-way acquisitions and ensuring compliance with environmental policies.
• Representing clients in litigation, dispute resolution, and appeals concerning regulatory, environmental, and third-party challenges.

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Contacts

Related Capabilities

Experience

• Represented AltaGas Power Holdings (US) Inc. in the acquisition of Caithness Blythe II, LLC, including development assets relating to its proposed 569 MW combined-cycle power plant.
• Represented AltaGas Ltd., a Canadian utility, in its acquisition of Decker Energy International (DEI). DEI, an independent power company, owns a 50% interest in a 48MW biomass power facility in North Carolina and a 30% working interest in a 37 MW biomass power facility in Michigan. We assisted in the negotiation and drafting of the merger agreement, as well as related due diligence regarding corporate structure issues, regulatory considerations, employee matters, creditor issues, tax, real property, power purchase and interconnection agreements, operation & maintenance agreements, fuel supply agreements, and permitting issues.
• Represented client Atlantic Tele-Network (A.T.N.), a telecommunications provider, with the acquisition of all of the assets of Green Lake Capital, LLC, and certain of its affiliates (collectively, "Green Lake"), an owner and operator of commercial distributed generation solar power systems. ATN acquired the solar power company through Ahana Renewables LLC, a newly formed subsidiary. Green Lake’s assets included 28 operational commercial solar projects at 59 sites throughout Massachusetts, California and New Jersey. The projects have an aggregate 45.7 megawatts of electricity generating capacity. The transaction value includes about $64 million of cash and the assumption of $39 million of debt. In addition to negotiating and drafting transaction document and due diligence review of the portfolio, Stoel Rives assisted ATN with restructuring of existing debt related to the assets and obtaining consents from lenders and tax equity investors.
• Served as lead legal counsel to Capital Dynamics US Solar Energy Fund, a Switzerland-based global asset manager, in the acquisition of a 12.8MW portfolio of solar energy projects in Long Island, New York, from EDF Renewable Energy. The seven solar photovoltaic project sites make up one of the largest solar PV portfolios currently installed in New York state. Stoel Rives assisted Capital Dynamics in the negotiation and structuring of the deal, including negotiating definitive acquisition documents, entity formation and due diligence regarding regulatory, tax, real property, power purchase and interconnection agreements, construction agreements, operation & maintenance agreements, and permitting issues.
• Represented Capital Dynamics in the tax equity financing of an 11.5 MW portfolio of solar projects in Massachusetts and California.
• Represented Capital Dynamics in the tax equity financing of the first phase of the 300 MW Green Pastures wind project in Texas.
• Represented Enel Green Power North America, Inc., in the tax equity financing for Enel’s Aurora Solar Project in Minnesota, a 16-site, 100 MW project with Northern States Power as the offtaker. The tax equity investor will make a $145 million investment in the project. 
• Represented Enel in the cash equity investment and tax equity transaction for the Drift Sand Wind Project, a 108 MW wind project under construction in Grady County, Oklahoma. The tax equity investor, MUFG Union Bank, committed to provide $168 million in tax equity financing upon substantial completion. The cash equity investor, GE, invested $120 million of cash equity in this project. 
• Represented Enel in the tax equity financing for the 150 MW Lindahl Wind Project in North Dakota with Goldman Sachs as the tax equity investor. The transaction represents Goldman's commitment to fund approximately $168 million in tax equity for this project. We were also successful in negotiating an undertaking for Goldman to protect Enel against certain FERC regulatory risks inherent in the structure Goldman sought to use. This is very rare. 
• Represented Enel Green Power North America, Inc., its parent, Enel Green Power S.p.A., and its subsidiary EGPNA Wind Holdings 1, LLC, in the negotiation of a portfolio equity capital contribution agreement with an investor group led by J.P. Morgan. The portfolio includes the 150 MW Origin wind farm in Garvin, Murray and Carter Counties, Oklahoma, and the 200 MW Goodwell wind project in Texas County, Oklahoma, and Hansford County, Texas. The investor group committed to contribute a total of $400 million to the projects upon completion.
• Represented Enel Green Power North America, Inc., its parent, Enel Green Power S.p.A., and its subsidiary, Buffalo Dunes Wind Project, LLC, in connection with a cash equity investment by General Electric Capital Corporation (acting through its subsidiary, EFS Buffalo Dunes, LLC) in the 249.75 MW Buffalo Dunes wind project in Grant, Haskell and Finney Counties, Kansas. Total costs of completing the Buffalo Dunes Wind Project required an investment of approximately $370 million by Enel and GE. In the year following GE’s initial cash equity investment, we represented Enel in its buy-down of GE’s equity interest, such that Enel would own 75% and GE would own 25% of Buffalo Dunes Wind Project, LLC. We also represented Enel and its affiliates in the negotiation of the Membership Interest Purchase Agreement, the Operating Agreement and related transaction documents, such as the parent guarantees each party provided to the other. We also advised on federal regulatory matters pertaining to the transaction.
• Served as lead counsel to Infigen in the sale of membership interests and related assets of two solar projects, Pumpjack and Wildwood I, each with a designed capacity of up to 20MW, to be built in Kern County, California. The projects have 20 year power-supply agreements with Southern California Edison Co. and are expected to generate enough electricity each year to supply 10,000 homes and to be ready for construction this year.
• Represented Kina‘ole Capital Partners, LLC, in the financing for a $32MM fund for financing residential solar projects in several states across the country. 
• Represented Kina'ole Capital Partners, LLC, in a $13 million tax equity investment in solar power in Hawaii that will help more than 1,000 homeowners in Hawaii go solar.
• Represented Neo Solar Power with its acquisition of a solar power project pipeline (projects to be built in Las Vegas and Minnesota) and other business assets of Clean Focus Corporation.
• Represented the sponsor and developer in multi-billion dollar project financing for methanol-processing facilities proposed for construction in Washington and Oregon. The facilities will reform natural gas to produce methanol for export to Asian markets for production of olefins and other chemicals. The projects will be world leaders in clean technology for methanol production and present a major reduction in greenhouse gas emissions compared to olefin production from coal and crude oil. We serve as general counsel to client, providing permitting, corporate, real estate, EPC contracting, project finance, IP, employment, tax and other legal services. 
• Advised our client in the timely closing of a very high-risk sale of the Pleasant Valley project. We represented Renewable Energy Systems Americas, Inc., (RES) in connection with real estate matters for financing and achieving milestones necessary to receive notice to proceed from the buyer of its 200 MW Pleasant Valley Wind project now under construction in Dodge and Mower Counties in southern Minnesota. The project includes approximately 200 landowners on a footprint of more than 70,000 acres. Real estate issues included securing and negotiating site rights, resolving complex title curative and corrective matters, and obtaining lender and owner title insurance policies. Upon completion of construction in 2015, the project will be sold to Xcel Energy, which will own and operate the project. Xcel Energy estimates that the 200 megawatt (MW) project will avoid up to 419,000 tons of carbon dioxide emissions annually.
• Assisted sPower in the negotiation and documentation of the client’s first back leverage transaction, involving the placement of $168.5 million in back leverage to sPower provided by KeyBank National Association, OneWest Bank and Zions Bank. The back leverage is for 25 solar assets, totaling 144MW in three separate portfolios. This allowed the client to reduce their cost of capital and freed up resources to pursue additional projects that could have significant impact on renewable energy generation in the community.
• Represented our client in the successful closing of their tax equity financing with JPM Capital Corporation. We oversaw four closings on what will be a $95MM tax equity raise for an approximately 90 MWDC utility-scale solar portfolio to be constructed in 2015. 
• Represented the client in setting up a program for engineering, procurement and construction of their 2016 portfolio of solar projects totaling over 500 MW. This included negotiating a module supply agreement for 1 gigawatt of modules and engineering, procurement and construction agreements with various construction companies.

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