Asia Practice - Energy

Power Play


Energy Practice in Chinese:  能源

Blank Rome’s energy group advises project sponsors and developers from global majors to entrepreneurs, financial institutions, governmental agencies, private equity firms, public utilities, independent power producers, design and construction firms, energy service companies, and industrial and commercial energy consumers. 

Our attorneys are experienced in a broad range of U.S. and international energy sectors and transactions, and provide practical approaches to any legal, regulatory, business, or financial issues that may arise, including:

  • mergers, acquisitions, and asset transfers
  • project development and finance
  • shipping and transportation
  • sales, marketing, trading, and hedging transactions
  • federal and state regulatory matters
  • land use and real estate matters
  • construction and permitting
  • environmental compliance
  • tax
  • venture capital
  • distressed assets and creditors’ rights
  • public finance
  • public-private partnerships
  • insurance
  • litigation

Our attorneys also assist clients across a broad variety of energy-related sectors, including:

  • power generation, interconnection, and transmission
  • power and natural gas sales, trading, and marketing
  • alternative and renewable energy
  • cleantech

Members of our energy group have a wealth of experience in traditional energy development and project finance in the following sectors:

  • renewable energy, particularly solar and wind
  • oil & gas exploration and production
  • oil & gas pipeline development and transportation
  • gas liquefaction, transportation, shipping, regasification, offtake arrangements, and distribution
  • vessel construction, chartering, and finance
  • oil & gas storage facilities
  • petrochemicals, refining, and marketing 

Energy Project Finance & Development

Blank Rome's energy team is recognized for structuring complex and innovative financing transactions, including public-private partnerships, and for its ability to develop novel and tailored solutions to clients’ problems.  Our attorneys advise lenders, project sponsors, equity investors, governmental agencies, and contractors on all aspects of project finance and development transactions, including:

  • financing and security documentation
  • due diligence, structuring, risk allocation, and “bankability” analysis
  • joint venture and shareholder agreements
  • acquiring concessions and licenses
  • feedstock supply agreements
  • construction, equipment purchase, tolling, and operation and maintenance agreements
  • transportation and interconnection arrangements
  • offtake, sales and marketing, and hedging agreements
  • renewable energy certificates
  • regulatory approvals
  • site acquisition, land use, and real estate matters
  • environmental permitting and compliance
  • tax
  • insurance
  • intercreditor matters

We have particular experience in structuring complex financings involving multiple sources of finance, including equity investors, commercial banks, export credit agencies and multilateral agencies, vendors, bondholders, insurers and hedge providers, and resolving the complex issues that can arise among the numerous parties to such transactions.

Renewable Energy

Our attorneys have advised clients across an array of renewable energy technologies, including solar, wind, geothermal, biomass, and landfill.  Our attorneys have represented lenders, investors, developers, owners, hosts, and contractors in connection with projects at various stages:

  • pre-development
  • financing
  • siting
  • interconnection and permitting
  • construction

We have also counseled clients in a spectrum of areas integrally related to renewable project development including power sale agreements, renewable energy certificates, and renewable portfolio standards.

In conjunction with our government relations team, we have advised developers of renewable generation regarding:

  • federal, state and local incentives, programs and grants
  • tax considerations, including production tax credits, investment tax credits, grants in lieu of credits, and accelerated depreciation
  • federal, state and local legislation and regulations affecting renewable generation development 

Solar Power

Blank Rome’s solar energy practice is particularly active in key markets for solar energy development and represents an array of market participants, including developers, installers, and commercial/individual customers.

In 2009, we created a solar energy practice team—the BR Solar Team—that provides in-depth knowledge in the areas of M&A and private equity, real estate, regulatory compliance, and tax.  We have particular experience in drafting legislation to enable public finance transactions to be undertaken, analyzing federal and state income tax issues, providing advice with regard to IRS enforcement and compliance, and drafting complex documents governing debt issues. 
Additionally, our team provides comprehensive transactional and regulatory advice to solar industry clients.  Our attorneys have negotiated and drafted myriad types of contracts for solar market participants, including:

  • power purchase agreements representing developers and hosts
  • sales agreements for renewable energy certificates (RECs)
  • interconnection agreements for developers and utilities
  • operation & maintenance agreements
  • substation operating agreements
  • engineering, procurement, and construction agreements
  • site lease agreements 

Federal and State Regulatory Matters

The Blank Rome energy group often calls upon the expertise of our colleagues in our government relations affiliate, Blank Rome Government Relations LLC (BRGR), to complement our core expertise and keep us abreast of regulatory and legislative energy developments.  

We have represented clients in miscellaneous federal energy regulatory and compliance matters involving:

  • Federal Power Act
  • Energy Policy Act of 2005
  • Public Utility Regulatory Policies Act of 1978
  • Public Utility Holding Company Act of 2005

Our team has also represented clients in various state energy regulatory matters, including:

  • retail service tariffs and preferential-rate contracts
  • economic development programs, tariffs, and contracts
  • renewable portfolio standards and RECs
  • retail access programs
  • net metering and distributed generation
  • utility asset transfers and retirements
  • standby electric service and tariffs
  • demand response and smart grid
  • generation interconnection

Additionally, we represent clients in connection with audits, investigations and enforcement proceedings undertaken by various regulatory agencies, including FERC, NERC, and various state agencies involving matters such as:

  • NERC electric reliability standards
  • market-based rates
  • standards of conduct
  • interconnection procedures 

Environmental  

Blank Rome’s environmental practice provides energy-related counsel to companies in every major business sector, as well as municipal and county governments and redevelopment authorities.  Our team is comprised of attorneys who bring a wealth of experience from diverse backgrounds in industry and government.  We work with our affiliate, BRGR, if an environmental matter involves executive policy issues or requires legislative input and action.

Our attorneys counsel clients on compliance issues arising under major federal and state environmental laws, including:

  • the Clean Air Act, the Clean Water Act, and the Federal Wetland Regulations;
  • construction and operating permits, environmental permitting, land development, and facility siting for energy project development;
  • reporting obligations, and meetings with federal and state regulatory agencies related to compliance matters for energy projects;
  • environmental, health, and safety compliance audits to determine the scope and extent of compliance issues, if any, and the corrective actions that must be undertaken, if required; and
  • working with consultants to design environmental management systems to address any issues identified during the scope of an auditing program.

Energy Land-Use & Real Estate Tax  

Blank Rome’s land-use and real estate tax attorneys provide land use, zoning, and real estate tax advice to a variety of clients and in matters of varying complexity.  Our general areas of representation include:

  • zoning and land-use due diligence
  • zoning approvals
  • land development and subdivision approvals
  • building and related permits
  • real estate tax analysis and due diligence
  • real estate tax assessment and valuation appeals
  • real estate tax exemptions and abatements

Cleantech

Blank Rome’s integrated cleantech team of attorneys understands the changing business, regulatory, and political environment in which cleantech companies operate.  We have a proven track record of representing clients in the following cleantech sectors: energy generation, transportation, energy storage, energy infrastructure, energy efficiency, water and wastewater, air and environment, materials, recycling and waste, and manufacturing.

Our industry knowledge spans all stages of a cleantech company’s growth and development and provides us with the understanding and legal experience to give superior legal service to our clients in the following areas:

  • project finance
  • start-up and emerging company services
  • intellectual property and technology transfers
  • venture capital
  • mergers and acquisitions
  • securities
  • environmental
  • tax
  • government contracts
  • government relations
  • real estate
  • technology licensing

Select Energy Engagements

A representative sample of energy sector engagements on which our attorneys have advised includes:

  • Independent power producer in the sale of its fleet of landfill-fired generation facilities.
  • Utility in the sale of its fleet of coal-fired generation facilities.
  • National retailer in the installation of a 4.5 MW rootftop solar generation facility.
  • Sports franchise in the installation of solar, wind, and cogeneration facilities in its stadium.
  • Utility in the procurement through auction of demand-side management resources.
  • Utilities on development and implementation of net metering provisions of state law applicable to the electric generation facilities using renewable resources.
  • Utility in the development of an electric preferential-rate program and contracts for eligible industrial/commercial customers.
  • Owner of a 1 MW solar generation facility in Pennsylvania on real estate, environmental, and power sale matters.
  • Private equity fund in the development and sale of a landfill gas-fueled electric generation station.
  • Acquisition and development of an early-stage 66 MW wind-energy facility for an unregulated affiliate of a public utility.
  • Acquisition of five operating wind farms in three states in a single transaction, and the simultaneous financing of that acquisition from two sources.
  • Major city permits and approvals for both an auxiliary solar generating facility and a cogeneration facility for a major professional sports franchise.
  • Off-take purchaser of energy and RECs from a 6 MW biodigester facility.
  • Private equity firm in procuring regulatory approvals to acquire equity interests in a fleet of refused-fueled electric generation facilities.
  • Utility in the purchase of power and RECs from a biomass project.
  • Utility in the purchase of power from a geothermal facility.
  • Wind project developers and a biomass facility developer in the negotiation of several interconnection agreements.
  • Inter-American Development Bank, Banco Santander Central Hispano S.A. and Calyon in the financing of the construction of two 1,000 MW capacity electricity conversion plants and high tension power transmission lines from Argentina to Brazil, insured in part by Multilateral Investment Guarantee Agency, EKN, the Swedish export credit agency and Kreditanstalt fur Wiederaufbau, the German export credit agency.
  • Lender with respect to two operating 12.5 MW biomass facilities in California.
  • Lender with respect to an 11.5 MW biomass facility under development in California.
  • Developer of an 11.5 MW solar generation facility in Pennsylvania on financing, power sale, REC, EPC and interconnection matters.
  • Energy service company (ESCO) in negotiations for a power purchase agreement under which the ESCO would purchase power and renewable energy certificates from a fleet of biodigester plants.
  • ESCO in connection with certification to conduct business in several jurisdictions and related corporate, financing and energy/regulatory advice.
  • ESCO in connection with maintaining market-based rate authorization and participation in utility Purchase of Receivables (POR) program.
  • Private equity investor in ESCO in connection with energy/regulatory matters, including participation in state POR program.
  • Electric holding company in procuring and maintaining market-based rate authority for wholesale power sales by numerous operating subsidiaries.
  • Utility in the development and implementation of an electric retail access program.
  • Industrial/commercial customers in participating in retail access programs and related contracts to procure power.
  • A project sponsor on a rooftop solar generation project in New Jersey.
  • A mezzanine lender to a solar generation project in Spain.
  • A commercial bank in the restructuring of an ethanol project in Texas.
  • Pepco Holdings, Inc. in connection with the $365 million project financing of its combined cycle electric generating facilities in Bethlehem, Pennsylvania.
  • Financing of six wind-powered electric generating projects, consisting of $57 million in senior debt and $18 million in subordinated debt.
  • Environmental asset management firm focused on originating and investing in projects aimed at combating climate change in connection with a $12.5 million senior secured loan facility to fund working capital for two biomass power generation facilities.
  • Diversified financial services organization, as agent and lender, in connection with a $30 million term/revolver/letter of credit for working capital and refinancing of inter-company indebtedness to a company engaged in the production, distribution and marketing of ethanol and related by-products.
  • Atlantic City Electric Company in the sale of its B.L. England Station, located in Cape May County, New Jersey, to RC Cape May Holdings, LLC.
  • U.S. Gas & Electric, Inc., a leading provider of energy supply to commercial and residential consumers, in its acquisition of Energy Services Providers, Inc., making USG&E one of the top 10 energy marketers in the United States.
  • ESCO in connection with the corporate restructuring and negotiation of a working capital facility.

Experienced Attorneys, Recognized in Their Fields

Because of our extensive transaction experience in dealing with state regulatory agencies, U.S. Department of Interior, Federal Energy Regulatory Commission, and Nuclear Regulatory Commission, we are frequently called upon to assist public utilities and independent power producers with their most significant tax planning and controversy matters.

Beyond hands-on experience, Blank Rome’s energy attorneys are frequently called upon to speak and publish in national broadcast media and to industry groups on cutting-edge topics in the energy area.