Environment & Energy Transactions

Clients rely on our ability to find practical solutions to help them complete transactions essential to their businesses. We are skilled negotiators who help clients implement deals, craft documents and reduce obstacles and risks that move initiatives and transactions forward.

Environmental Transactions

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Addressing environmental issues early and as an integral part of a transaction can be vital to controlling costs and securing important business outcomes. Our environmental team helps clients understand and manage the challenges that frequently arise in such business transactions. Whether reviewing site assessments, working on due diligence investigations, advising on environmental contingent liabilities, or negotiating environmental indemnities and insurance coverage, we advise a wide range of clients in numerous fields, industries, and markets regarding mergers and acquisitions, sales and purchases of property and assets, financings and real estate conveyances, and complex redevelopment and Brownfields projects.

Energy Development, Finance, and Transactions

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Advancing companies’ growth and long-term energy strategy can require access to financing and skill in negotiating project development and energy procurement contracts. Clients rely on our energy attorneys to cost-effectively deliver on such transactions.

Our group has broad experience in developing power plants from inception to operation—advising our clients throughout the planning, construction, environmental, commercial operation, and retirement phases associated with project ownership. We also help clients acquire ownership interests in generation facilities and secure related operating agreements. We can structure, negotiate, and document the full array of project agreements needed to advance clients’ objectives. These agreements cover projects involving traditional power sources and renewable ones, including solar, wind, hydroelectric, and biomass facilities.

Our energy finance lawyers have helped clients secure financing to move countless energy projects forward or to implement other operating or growth strategies. We help them obtain and comply with financing arrangements, including:

credit facilities for long-term, construction, or interim financing;
short-term asset financing;
syndicated credit facilities; and
general purpose lines of credit.

We have extensive experience serving electric cooperative clients in negotiating financing for acquisitions and loans with the Rural Utilities Service, National Rural Utilities Cooperative Finance Corporation, and CoBank, ACB.

Our energy team helps clients secure energy supply and related agreements and implement transactions supporting their energy strategy.

We are highly skilled in negotiating agreements for the short- and long-term purchase and sale of energy, transportation capacity, and related services critical to delivering, or gaining access to, electric and natural gas supply. We help secure agreements covering electric and natural gas transmission service, interconnections, and arrangements for coordination, transportation, and distribution. We also help clients acquire and sell generation and transmission facilities.

Our natural gas lawyers pioneered structured natural gas prepay agreements for municipal utility systems to save their customers tens of millions of dollars in gas costs. By creating joint action organizations and issuing municipal bonds, these clients prepay for long-term supplies of natural gas at a price below market rates. We have represented gas buyers in more than 30 gas prepayment transactions with total bond issuance amounts of more than $20 billion.

Represented the purchaser of a landfill and rail transfer station in the southeastern United States on a complex transaction involving contested permits, environmental justice issues, multiple financing arrangements, and more.

Obtained for this developer the federal Army Corps of Engineers, state water quality certification, and local inland wetlands permits for the approval of a lifestyle center, part of a 1.2-million-square-foot development on 240 acres of land owned by Evergreen Walk in the Town of South Windsor, Connecticut.

Represented an electric cooperative in connection with the merger of three rural electric cooperatives, including handling merger agreements, renegotiating credit agreements, regulatory approvals, and the renegotiation of power supply agreements.

Negotiated agreements related to the development and construction of a 550-MW combined cycle gas-fired generating plant in Texas on behalf of minority owners.

Negotiate for nonprofit utilities ISDA Master Agreements with multiple counterparties, including as appropriate, the Power Annex, Gas Annex, Credit Support Annex, and Master Netting Agreement. We negotiate the transaction confirmations for the purpose of purchasing power (and incorporating the appropriate product, including RTO-specific products), hedging gas supplies, implementing transactions under energy management arrangements for facilities or utility systems, and arranging the interest rate swap for a financial deal.

Represented a G&T electric cooperative in converting from a mortgage form of security agreement to an indenture.

Negotiated and drafted joint ownership agreements related to a 665-MW coal-fired plant in Arkansas.

Assisted a power production company in negotiating and drafting an Engineering, Procurement, and Construction Contract for a 560MW combined-cycle generation facility.

Negotiated and drafted a 220MW virtual wind power purchase agreement for a corporate entity.

Assisted an electric cooperative in negotiating and drafting a 100MW wind power purchase agreement.

Represented the municipal minority owner of a 520-MW, gas-fueled, combined-cycle generating facility near Las Vegas, Nevada, in negotiating joint ownership project documents.

Represented an electric cooperative in the development and ownership of a 936-MW generation facility in Texas, consisting of one 480-MW, combined-cycle generating unit and three simple-cycle generating units with an aggregate capacity of 456 MWs. The legal work included contracts for fuel procurement and transportation of natural gas, transmission interconnections, major equipment purchasing, construction, off-take purchases, financing, and insurance.

Represented an owner in matters related to the acquisition of development rights and the development of a 78-MW wind facility near Amarillo, Texas, including handling transmission interconnection, off-take purchaser contracting, financing and insurance matters.

Represented a Connecticut municipal electric utility since 1987 on a broad range of issues, initially involving the purchase of power from a Federal Energy Regulatory Commission-regulated, investor-owned utility and more recently in matters related to participation in the ISO New England wholesale electric markets. He also has represented this utility in the leasing of municipally owned land to an independent power producer for the development of new generation, including such related matters as a property tax agreement and a Large Generator Interconnection Agreement.

Advise a home construction company on environmental issues concerning the acquisition of portions of a former industrial plant in New York for development of residential housing.

Represented a global manufacturer in the environmental aspects of its acquisition of certain assets of another manufacturer’s industrial campus located in Tennessee. The representation included assisting the client with environmental due diligence, negotiating environmental provisions of the purchase agreement, handling permit transfers, and evaluating and managing environmental contamination at multiple locations.

Represented a mining company in redeveloping a former metals refining facility in New Jersey into industrial space and the sale of the company’s joint venture interest in a portion of the redeveloped complex.

Assists a self-storage company in its acquisition of properties throughout the country. We conduct environmental due diligence and negotiate environmental issues in the transaction documents.

Advised a financial holding company regarding the environmental regulatory issues associated with the Pennsylvania assets of a wind energy products manufacturer in connection with a financing. We provided environmental advice and due diligence related to this lender debt offering of the Pennsylvania assets.

Represented a bulk liquid storage company in acquiring a co-generation facility and in negotiating a related lease termination and steam power agreement termination near one of the company sites.

Represented a major state public authority in review and management of environmental issues in connection with negotiating a long-term air rights lease governing the development of Phase II of Fenway Center, an estimated $1 billion mixed-use development over the Massachusetts Turnpike in the Fenway section of Boston that has been in the works for more than 10 years. The transformative air rights project required negotiations of highly complex arrangements and is one of the largest air rights project since Copley Place was built in the 1980s. Phase II includes a 90,000-square-foot air-rights deck to be built over the Turnpike and a nearly one million-square-foot tower that will house life-science tenants built atop the deck. We also handled negotiations related to Fenway Center’s Phase I, which includes a 312-unit apartment building built adjacent to a commuter rail station.

Represents a major urban educational institution concerning multiple environmental matters, including addressing site remediation and permitting and providing environmental-related development and transactional support.

Represent a leading real estate development company with respect to all environmental matters arising from the acquisition and subsequent redevelopment of a 250-acre former chemical manufacturing site. Our work at this brownfield site, which now boasts five new state-of–the-art industrial logistics buildings, has included handling environmental due diligence review and negotiation of environmental terms of sale and site remediation compliance issues arising from the post-acquisition subdivision and redevelopment of this former industrial tract. We also have reviewed and drafted terms for new environmental insurance coverage and for the assignment of, or rights under, certain existing environmental insurance policies.

Represent a pool parts manufacturer concerning the environmental aspects of numerous transactional matters throughout the United States and abroad. These matters have included acquisitions of pool and spa equipment manufacturers, a circulation systems manufacturer and automatic pool chemical distribution software company, the divestiture of a former manufacturing plant in California, and the leasing of a new corporate headquarters. The representation also has included counseling with respect to remediation and redevelopment of legacy manufacturing facilities in New Jersey.

Represented a major Japanese specialty glass manufacturer as special environmental counsel in acquiring a fluoropolymer manufacturing business with facilities in Bayonne, New Jersey; Thorndale, Pennsylvania; and Great Britain.

Served as gas counsel to The Southeast Alabama Gas Supply District concerning a 30-year natural gas prepayment transaction funded by our client’s issuance of $970 million in tax-exempt municipal bonds. The transaction produced substantial natural gas commodity price savings for municipal natural gas systems in Alabama, Louisiana, Tennessee, Mississippi, and Virginia and will save the natural gas consumer millions in the first six years.

Represented a municipal utility in the acquisition of an 80 MW, natural gas-fired generating facility as part of a comprehensive overhaul of the client’s capacity supply portfolio on integration into an organized regional market.

Represented The Tennessee Energy Acquisition Corporation as General Counsel in acquiring a 30-year supply of natural gas financed through the issuance of $516 million in tax-exempt bonds that will save more than $40 million to its customers over the life of the prepaid supply agreement.

Assisted a Florida power generator in negotiating natural gas transportation and gas supply agreements to support the development of a new gas-fired power plant, including agreements involving the construction of a new intrastate pipeline lateral and upstream capacity expansions on interstate pipelines.

Assisted in the negotiation and development of the approximately $1 billion public/private DC PLUG distribution facility undergrounding initiative, which included the use of securitized financing, subsequent legislative amendments, and the ongoing implementation of the program.

Represented the owner and developer of a 168-MW, quick-start generating facility near Lubbock, Texas, consisting of 18 natural gas-fueled reciprocating engine generators in matters related to fuel procurement and transportation, transmission interconnection, major equipment purchasing and construction contracting, off-take purchaser contracting, financing, and insurance.

Negotiated and drafted Asset Purchase Agreement and other related agreements on behalf of a prospective owner of a first-of-a-kind Integrated Gasification Combined Cycle Project and handled follow-up negotiations related to delays and cost overruns.

Counseled a leading petroleum refiner and marketer in the acquisition of a petroleum refinery in the State of New Jersey.

Advised a wire and cable manufacturer on the environmental aspects of its purchase of businesses in Canada, New York, New Jersey, Florida, and Ohio. Continues to advise the company on post-acquisition environmental remediation and compliance work.

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