Energy

Key Contacts: Ryan Purpura, Ryan Haddad, and Nina Bianchi Skinner

Our energy attorneys, drawing on the firm’s deep bench of corporate finance experience, handle a wide range of energy-related corporate matters and transactions, and are prepared to advise clients on matters from the day-to-day to the most complex transactions across the entire field of the energy industry, including the more nuanced dealings of the upstream, downstream, and infrastructure services sectors.

Our team has particular experience structuring complex financings involving multiple sources of finance, including equity investors, commercial banks, export credit agencies, multilateral agencies, vendors, bondholders, insurers, hedge providers, and end users. We also advise clients on energy and commodity transactions, including mergers and asset dispositions, anchor shipper agreements with pipelines and other infrastructure projects (e.g., terminal and storage projects), and complex secondary market agreements for commodities and capacity.

Every major transaction is supported across disciplines by our corporate, regulatory, tax, environmental, litigation, labor, employment, and benefits attorneys.

Our team can assist with a range of corporate services:

• Derivatives and commodities
• M&A (mergers, acquisitions, and divestitures)
• Structuring transactions and finance
• Negotiating and drafting letters of intent and acquisition agreements
• Joint ventures
• Tax structuring advice
• Insurance coverage advice
• Advice to boards and special committees on fiduciary duties and liabilities
• Shareholder agreements
• Debt and equity project financings
• Corporate governance strategies
• Capital markets participation (including securities ratings)
• Strategic alliances
• Regulatory compliance under federal and state laws
• Subordinate, mezzanine, and Tranche B loans
• Credit facilities
• Loan workouts and restructuring 

Key Contacts: Matthew D. Lea, Cassandra G. Mott, David E. Kronenberg, and Sarah H. Frazier

Blank Rome supports our energy industry clients in all of their financing needs; from simple loan transactions to highly complex project financings, our team is here to assist with crafting the financial solutions you need to be successful in a challenging and evolving market, and we are always focused on cost-effectiveness and efficiency.

As financial transactions in all industries become more complex, the lawyers who handle those deals need to be increasingly sophisticated as well as business minded. Our team excels not only within the evolving world of finance but also the changing environment of the industries in which the transactions occur. The energy industry is no exception.

Our team supports our clients across a broad range of transactional or regulatory projects, including:

• Financing and, if necessary, debt restructuring of energy businesses and related facilities;
• Advising on various transactional security aspects of trade finance matters;
• Alternative energy financing transactions, production payments, and prepaid swap agreements;
• The negotiation and drafting of physical and financial energy commodities transactions using ISDA, NAESB, and EEI documentation;
• The purchase or sale of upstream, midstream, or downstream assets or companies and related financing and security arrangements;
• Secured and unsecured commercial finance transactions, such as syndicated financings, asset-based financings, bilateral loans, and loan workout and restructuring transactions, including debtor-in-possession and exit credit facilities;
• Lien-based hedging transactions and structured commodity transactions involving oil and gas, natural gas liquids, power, emissions instruments, metals and other commodities;
• Transactions involving swap intercreditor agreements and similar multi-creditor arrangements;
• Financing transactions, including volumetric production payments, net profits interests, and mineral royalty fund;
• Carbon capture, utilization, and sequestration (“CCUS”) industry, CCUS project development, production prepayment facilities and other structured finance, oil and gas and pore space leasing, corporate governance, project development, coordination of estate matters, distressed asset sales, commercial agreements, and other documents associated with natural gas operations, CCUS, waste-to-energy projects, and other energy development;
• Representing creditors, lenders, and debtors-in-possession in energy transactional and corporate matters in U.S. bankruptcy proceedings; and
• Raising and investing capital and forming alternative asset structures such as special purpose acquisition companies (“SPACs”).

Key Contact: Ryan Haddad

Our Carbon Capture, Utilization, and Sequestration (“CCUS”) team has worked substantially with clients for carbon capture, utilization, storage, and many other related projects. Blank Rome attorneys work with developers and investors to develop and finance CCUS projects (including other renewable projects that integrate CCUS), while simultaneously guiding advising them with the rapidly evolving regulatory environments that are essential to success.

Our lawyers are available for the entire lifecycle of any endeavor, from early planning and involvement through completion, including assessing all levels of business risk throughout every stage of development. We are committed to providing our clients with the most efficient and cost-effective advice to bring any venture to a successful conclusion.

Our team can assist with a wide range of related services, including:

• Environmental compliance: Our team has the compliance experience necessary to advise on all environmental issues raised by CCUS projects, including assessing compliance with environmental, social, and governance (“ESG”) mandates.
• Joint ventures and entity formation: Our attorneys are available for the drafting (and including the negotiating) of documentation for investments in energy projects, as well as assisting with the creation of partnerships to fund and develop various CCUS projects.
• Leasing and land transactions: Our team maintains significant experience representing clients engaged in ownership and leasing activities in the CCUS industry, and our knowledge has proven critical within the developing laws and regulations in this new and relatively untested sector.
• Hydrogen-related projects: Our attorneys have represented clients in the development of blue and green hydrogen endeavors, including projects involving electrolyzers to produce hydrogen for a hydrogen-natural gas fuel combination, and the integration of carbon sequestration facilities.
• Tax structuring: We have advised clients with 45Q credits and other clean energy tax credits, as well as other applicable state and local tax incentives and financing structures that are utilized within the CCUS sector.

Key Contacts: Mark R. Haskell and Brett A. Snyder

We have extensive experience representing energy industry clients in regulatory matters before:

• Federal Energy Regulatory Commission (“FERC”)
• Department of Energy (“DOE”)
• Commodity Futures Trading Commission (“CFTC”)
• Federal Trade Commission (“FTC”)
• Department of Transportation Pipeline and Hazardous Materials Safety Administration (“PHMSA”)
• State public utility commissions
• Regional transmission organizations (“RTOs”)
• Independent system operators (“ISOs”)

Key Contact: Margaret Anne Hill

Blank Rome’s nationally recognized team of environmental attorneys provide energy-related counsel to companies in every major business sector: upstream, midstream, downstream, and alternative and renewable energy producers, as well as municipal and county governments and redevelopment authorities.

We bring a wealth of experience from diverse backgrounds to clients in the energy industry and government and can assist with environmental issues and disputes related to corporate transactions as well as regulatory actions and enforcement investigations.

Our environmental attorneys focus on every substantive area of environmental law relevant to the energy industry, including:

• Clean Air and Water Act permitting and enforcement
• Safe Drinking Water Act permitting and enforcement
• Civil and criminal enforcement and litigation 
• Toxic tort claims, including groundwater contamination claims and claims stemming from other catastrophic events
• Compliance auditing and environmental management systems
• Insurance coverage litigation for policyholders
• Due diligence, compliance auditing, and environmental management systems
• Corporate, real estate, and lending transactions due diligence
• Construction and operating permits for project development
• Underground and aboveground storage tanks
• Natural resource damage claims
• Occupational Safety and Health Administration (“OSHA”) matters
• Toxic Substances Control Act (“TSCA”)
• Resource Conservation and Recovery Act (“RCRA”) and hazardous waste management
• Superfund and voluntary remediation programs, including Pennsylvania’s Land Recycling Act 
• Hazardous Materials Transportation Act (“HMTA”)

Key Contacts: Margaret Anne Hill and Frederick M. Lowther

Along with our government affairs team, Blank Rome assists clients in the regulatory rulemaking process, grant applications, and direct advocacy for changes in regulations, permit delays, and policy decisions. We routinely appear before the U.S. Department of Energy, the Federal Energy Regulatory Commission (“FERC”), the U.S. Department of the Interior, and various state agencies and commissions across the United States, as well as before federal and state appeals courts, to challenge agency actions and rulings on our clients’ behalf.

Our team includes two former U.S. Senators; a former U.S. Secretary of Energy; and several former high-level staff to congressional representatives, congressional committees, and executive branch agencies. As a result of our extended history working in government, we maintain close working relationships with key policymakers at the state and federal levels.

At the state level, we represent our clients’ interests in natural gas exploration and hydraulic fracturing, and the resolution of related regulatory issues. At the federal level, we have particular strength on issues surrounding renewable energy, offshore wind, and transportation (including LNG). We have represented major renewable energy firms; numerous transportation companies; and shale oil and gas exploration, production, and mid-stream companies.

Our team can assist with a range of matters at the intersection of government and law, including:

• Congressional relations
• Executive branch liaison
• Public policy, legislation, and regulation
• Federal funding strategies
• Strategic communications
• Relationships and coalition building
• Oversight and investigations
• Political action committee (“PAC”) formation and management
• Regulation of political contributions
• State-level lobbying 

Key Contacts: Margaret Anne Hill and Dayna C. Finkelstein

Blank Rome’s energy and real estate attorneys work together to assist clients with the purchase, sale, development, and leasing of real estate, guiding clients through every phase of the process. Our firm also handles judicial and administrative challenges to real estate determinations.

We work with our energy clients on:

• Zoning and land use due diligence
• Zoning approvals
• Land development and subdivision approvals
• Building and related permits
• Land acquisition (including by eminent domain)
• Real estate tax analysis and due diligence
• Real estate tax assessment and valuation appeals
• Real estate tax exemptions and abatements

Key Contact: Cynthia Langelier Paine

Blank Rome’s tax attorneys represent energy companies in sophisticated transactions, complex tax controversies, and other matters having federal, state and local, and foreign tax implications.

We assist energy companies, public utilities, and independent power producers with their most significant tax planning concerns, in particular those related to navigating the state and federal regulatory issues impacting the tax aspects of energy transactions. Our combination of government, finance, and legal experience allows us to provide innovative and proactive tax advice to keep our clients ahead of the shifting tax environment.

Our tax attorneys help energy clients with:

• Advising on tax controversies and litigation, principally involving disputes with the Internal Revenue Service
• Evaluating current tax posture and quantifying the impact of potential investments, acquisitions, divestitures, and other corporate structural changes
• Preparing merger and acquisition tax due diligence reports developing and implementing strategic planning to achieve tax-efficient ongoing legal structures and exit alternatives
• Negotiating tax incentives and credits with state and local taxing authorities
• Spearheading and assessing loss contingencies in connection with FIN 48 compliance
• Preparing legal opinions
• Preparing and requesting letter rulings from federal, state, and local government authorities
• Complying with U.S. laws affecting foreign investors (e.g., FIRPTA and CFIUS processes)

Key Contacts: Susan L. Bickley and Brooke T. Iley

Blank Rome’s nationally recognized Labor & Employment attorneys represent clients in a wide array of issues faced by the energy sector with concentration in:

• Strategic counseling
• Transactional advice
• HR compliance and policy design
• Management training
• Internal investigations
• Employment litigation
• Class action defense
• Wage and hour advice and litigation
• Handling whistleblower complaints
• Protection of trade secrets and competitive hiring
• Labor law
• Collective bargaining
• Management/union relations
• Benefits advice and counseling
• Executive Compensation
• ERISA litigation

Key Contacts: Luke W. Meier and Robyn N. Burrows

Blank Rome’s preeminent Government Contracts practice brings a singular focus on providing the highest level of service to help clients in the energy industry. Our team is the foundation of our success, with more than 20 attorneys focused exclusively on government contracts law and litigation, including:

• Maintaining one of the leading bid protest practices, representing both protestors and intervenors in bid protest matters in federal procurements;
• Maximizing recoveries on contractor claims involving some of the largest contractors and government programs, as well as successfully defending against government claims (including terminations for default and convenience); and
• Guiding companies and individuals through high-stakes suspension and debarment matters, helping to preserve continued eligibility for federal programs and benefits.

Our Government Contracts team also has industry-leading experience handling a variety of matters for clients across the Department of Energy complex, and a deep understanding of the work ongoing at Hanford, Oak Ridge, Savannah River, the Waste Isolation Pilot Plant (“WIPP”), and other DOE sites.

Key Contacts: Keith B. Letourneau and Kierstan L. Carlson

Our maritime and surface transportation practice is widely recognized as a titan of maritime law. Clients include major ocean and inland marine transporters; major cruise operators; port facility operators; national railroads; and both national and regional oil, gas, and liquids pipeline companies. Our practice runs the full gamut of issues for this industry and focuses significantly on maritime and surface transportation of energy as well as energy issues impacting the industry (such as regulation of permissible clean vessel fuels).

Our maritime attorneys assist energy clients with:

• Compliance with state, federal, and international regulatory requirements
• Commercial, corporate, and general litigation
• Insurance and reinsurance
• Defending against enforcement actions and criminal prosecutions
• Vessel casualties
• Pollution incidents

Compliance with the Jones Act