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Environment & Energy

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.


Representative Matters

The Black Belt Energy Gas District—$1 Billion Prepay Transaction

Assisted The Black Belt Energy Gas District in securing a 30-year supply of natural gas that was funded by the issuance of $1 billion in gas supply revenue bonds; will later be distributed to several municipal utilities in Alabama, Florida, Louisiana, Michigan, Mississippi, and Ohio at discounted rates; and ultimately will provide significant cost savings to natural gas and electricity customers of these utilities.

Waste disposal company—Acquisition

Represented the purchaser of a 1,350 acre 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.

Evergreen Walk—Development work

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.

Power production company—Construction contract

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

Corporate entity—Virtual wind power purchase agreement

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

Electric cooperative—Wind power purchase agreement

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

Home construction company—Environmental counseling

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.

Global manufacturer—Acquisition

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.

Mining company—Redevelopment, sale

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.

Self-storage company—Acquisitions

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.

Financial holding company—Environmental due diligence

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.

Bulk liquid storage company—Acquisition

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.

Real estate development company—Brownfields redevelopment matters

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.

Pool parts and equipment manufacturer—Acquisitions and divestitures

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.

Large Japanese specialty glass manufacturer—Acquisition of U.S. and international manufacturing businesses

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.

The Southeast Alabama Gas Supply District—Natural gas prepayment transaction

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.

Louisiana municipal utility—Resource acquisition

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.

The Tennessee Energy Acquisition Corporation—Natural gas prepayment transaction

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.

Florida electric generator – Natural gas project development

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. 

District of Columbia Office of the People’s Counsel—Undergrounding initiative

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.

Petroleum refiner and marketer—Acquisition

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

Manufacturer—Acquisition environmental counseling

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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The McCarter & English, LLP website is for informational purposes only. We do not provide legal advice on this website. We can provide legal advice only to our clients in specific inquiries that they address to us. If you are interested in becoming a client, please contact us, but do not send any information about your specific legal question. We cannot serve as your lawyers until we establish an attorney-client relationship, which can occur only after we follow procedures within our firm and after we agree to the terms of the representation.

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