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Overview of our Renewable Energy Practice
At Bracewell LLP we have a comprehensive understanding of the wide range of issues impacting the renewable energy industry, whether in developing new projects, acquiring existing projects, solving permit issues, or navigating through the web of federal and state regulatory issues. We have experience with all principal renewable energy technologies, including wind, solar, biomass, geothermal, hydro and biofuels.
Our multi-disciplinary Renewable Energy Group advises our clients on a wide range of transactions and regulatory matters:
- Project Development
- Project Finance and Corporate Finance
- Acquisitions and Divestitures; Joint Ventures and Equity Investments
- Environmental Permitting, Strategies and Compliance
- Federal and State Tax Advice
- Energy Regulation and Compliance
- Real Estate and Land Use
- Government Relations and Renewable Energy Advocacy
In addition to our renewable energy experience, we leverage our deep experience with thermal generation projects in our renewables work. For example, interconnection and transmission issues apply to all generation projects, as do performance and equipment warranty issues under equipment supply agreements and construction contracts.
Our renewable energy clients include independent power producers, investor-owned utilities, the renewable energy business units at global integrated energy firms, municipal utilities and electric cooperatives.
We understand the vast array of issues confronting project developers, the linkages among the project documents, and the appropriate risk mitigation strategies under a project's particular facts and circumstances. We draw upon our experience to comprehensively and efficiently address these issues, based upon each client's particular preferences and risk profile. As project counsel, one of our principal tasks is to identify all of the risks that could have a material adverse impact on the project’s operational and financial performance, and then to mitigate the risks through the project structure and project contracts. We advise project developers on all facets of project development and finance, including:
- Structuring project entities and transactions to best utilize available federal and state tax credits and other incentives
- Acquiring project sites and necessary easements and property rights
- Acquiring all necessary environmental permits and land use approvals
Negotiating and drafting all project contracts, including:
o Power Purchase Agreements
o Interconnection and Transmission Agreements
o Equipment Supply Agreements
o Construction Contracts
o Operation and Maintenance Agreements
o Development and Joint Venture Agreements
o Ground Leases and Easements
- Negotiating and drafting all financing and security documents
- Assisting in the purchase and sale of renewable energy credits and other environmental attributes
- Obtaining necessary federal and state regulatory approvals applicable to electric generators
Consistently ranked in both the league tables compiled by Thomson Reuters and in legal ranking services such as Chambers as one of the top finance practices in the United States, Bracewell's finance team helps energy companies and their lenders successfully develop, restructure, purchase and sell energy assets and projects. Our Project Finance Group advises developers, sponsors, utilities, contractors and vendors in energy and other infrastructure project financing transactions around the world. We recently were recognized as being among the top firms in the United States for project finance in energy infrastructure by Project Finance magazine. In the renewables sector we have represented project developers in the project financing of wind, solar and biomass facilities. In addition, we have represented financial institutions as lenders to renewable energy projects, both on a limited recourse and non-recourse basis.
In addition to our Project Finance work, we serve as counsel in a variety of leveraged finance deals, syndicated credit facilities, bridge loans and other financings. We have structured a wide range of sophisticated financing arrangements and acquisitions for energy companies. We also provide guidance on multilateral lending, export credit finance, capital markets and bank syndication, asset securitizations, cash-flow monetizations, revolving lines of credit and equipment finance arrangements.
We advise clients in the purchase and sale of renewable energy projects, from the early stages of development through projects in commercial operation. We also represent clients, including Fortune 100 companies, in connection with their investment in joint ventures and acquisitions of minority positions in various private energy and renewables companies. We counsel clients in all aspects of these transactions including working with the deal team on bidding strategies, advising boards on the myriad of acquisition issues arising in acquisition and sale agreements, providing tax structuring advice, conducting detailed due diligence on all aspects of the transaction, and drafting and negotiating the required transaction documents.
Our unique Environmental Strategies Group provides environmental counseling, strategic media advice and government relations services on all principal environmental issues related to the energy sector. Our team includes former senior officials from the Environmental Protection Agency (EPA) as well as lawyers and consultants dedicated specifically to strategic communications with policy makers and the media.
Our environmental team is very experienced with energy infrastructure in locations all over the United States. We have worked with developers and financial institutions on project development, particularly on siting and permitting issues, including the National Environmental Policy Act, the Clean Water Act, the Clean Air Act and the Endangered Species Act. In the case of renewables projects, we have advised developers in the siting and permitting of wind and solar projects, including migratory bird issues, Federal Aviation Administration regulations and military radar issues.
In the case of Clean Air Act issues, our team includes the former Assistant Administrator of EPA for Air and Radiation who was the architect of several major environmental initiatives, including the Clean Air Interstate Rule, the Clean Air Diesel Rule, the mercury rule for power plants, reforms to the New Source Review Program and President George W. Bush's Clear Skies Legislation. In addition, another key member served as Chief of the Stationary Source Enforcement Branch of the EPA Office of Enforcement and Compliance Assurance, the second-ranking official for Clean Air Act enforcement.
Our Tax Group helps our clients plan and achieve their financial objectives while maximizing their tax advantages and minimizing tax burdens and risks. We advise clients on all aspects of local, state, federal and international taxation. Our advice includes structuring project ownership and transactions to utilize the federal Section 45 production tax credit, the federal Section 48 investment tax credit and the grant-in-lieu of the investment tax credit as enacted under Section 1603 of the American Recovery and Reinvestment Act of 2009 (ARRA). We also advise clients in connection with the Department of Energy loan guarantee programs and the federal and state grant programs created under ARRA.
Bracewell's Energy Regulatory Group represents clients in all aspects of power generation and transmission regulation, licensing and ratemaking. With decades of experience practicing within and before state, federal and international energy regulatory agencies, our lawyers know how to make regulation work for our clients’ interests. The group's attorneys and non-attorney regulatory consultants have extensive experience in representing clients before the Department of Energy (DOE), Federal Energy Regulatory Commission (FERC), Commodity Futures Trading Commission (CFTC), Securities & Exchange Commission (SEC), Department of Justice (DOJ) and Federal Trade Commission (FTC) in regulation, compliance and enforcement cases. We also represent clients before state public service and utility commissions and energy boards and commissions.
We understand that interconnection and transmission service is critical to renewable energy projects, many of which are located great distances from load centers. Our lawyers help facilitate power transmission service, including generator transmission and interconnection issues. We have experience acquiring presidential permits that are required for power transmission across the borders with Canada and Mexico. We are also active in renewable integration issues, which are particularly acute in the Pacific Northwest and Texas.
In addition, we secure market-based rate authority under the Federal Power Act and access to the bulk power transmission grid under the Energy Policy Act of 1992 for power generators and suppliers. We also advise clients on interconnection agreements, rate schedules and tariffs, and help acquire governmental authorizations for transmission lines under the Federal Power Act and state and local laws. Finally, we regularly represent clients on regulatory and compliance issues with the North American Electric Reliability Corporation.
Bracewell's Real Estate Group plays an integral role in our clients' acquisition, development and financing of renewable energy projects throughout the United States. We are experienced in platting, zoning and other local permitting issues and land use issues. Our project work has included drafting and negotiating long-term wind project and solar project leases, access, transmission, pipeline and other utility easement agreements, water supply agreements and other complex site control and conveyancing arrangements. We also conduct detailed due diligence reviews of all aspects of site control and acquisition for projects, such as title, leases, entitlements, environmental and other contractual and legal obligations that can affect cash flow and valuation.
Offshore Energy Development
Bracewell lawyers have years of experience in assisting clients in the development of offshore energy projects. In particular, our lawyers have assisted in both the regulatory and commercial aspects of offshore wind projects on the East Coast – (i) Bluewater Wind (negotiated for Delmarva first commercial offshore wind transaction between Delmarva Power & Light and Bluewater Wind); (ii) Deepwater Wind, Inc. (advised Deepwater Wind in connection with the regulatory regimes of both Minerals Management Service (now Bureau of Ocean Energy Management, Regulation and Enforcement) and FERC). We are currently representing a developer in the development of an offshore wind project in Maine.
In addition to our offshore wind project work, we have represented numerous clients in connection with the development of significant oil and gas projects in the Gulf of Mexico and throughout the world. In connection with such work we have dealt with all aspects of the offshore oil and gas business, including transactions involving joint operating agreements, platform use agreements, construction contracts for drilling projects, seismic agreements, marine drilling contracts, rig sharing agreements, and construction contracts covering gathering systems and jurisdictional and non-jurisdictional pipelines. This substantial experience in offshore energy development is invaluable in connection with the development of offshore wind projects.
Our experience extends to the Jones Act, in particular its restrictions on vessels engaged in coastwise trade while serving the offshore energy business. Most recently we advised companies with respect to cabotage as they responded to the Deepwater Horizon oil spill in the Gulf of Mexico, and we recently advised entities specifically as to cabotage issues as they evaluated their investments in offshore services and support companies.
Offshore Energy Regulation and Environmental Permitting
Over the last ten years, our firm has built a single, integrated team that combines project development and financing experience with the regulatory expertise, policy insight, political heft, communications savvy, and plain ingenuity that gets energy projects on line. Our experience advising offshore wind projects like Bluewater Wind and Deepwater Wind, as well as experience with projects in New England and particularly within Maine, such as, Cross Sound Cable, the Harpswell and Calais LNG projects, and Portland Natural Gas Transmission System, underscores our central belief that a successful project team is multi-dimensional and works with a multi-dimensional strategy.
A key member of our offshore team is the former Deputy Assistant Secretary at the Interior Department with responsibility for developing the nation's permitting program for offshore renewable energy projects. He is one of very few senior federal officials in private practice with a deep understanding of offshore energy development. He is personally familiar with the policies and inter-agency dynamics concerning offshore wind and hydrokinetics, and provides the kind of insight into regulatory and Departmental issues that can make the difference for a major new offshore project.
Bracewell has had a substantial government relations practice in place in Washington, D.C. for over 30 years. Bracewell views government relations in a different way than most practitioners. We believe that most government relations issues should be viewed with a strategic perspective based on three core components: traditional government relations, regulatory and legal advice, and strategic communications to key stakeholders. Our government relations and strategic communications team has worked closely with renewable energy clients in successfully facilitating the political and public outreach aspects related to the development of their projects. For example, our attorneys have assisted clients in accessing DOE loan guarantees offered under ARRA. The Bracewell energy advocacy team has been an effective advocate for clients on a wide range of issues affecting their business operations and objectives.
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