Energy

ZAG/Sullivan is adept at handling the intricacies present in energy and infrastructure projects, including complex financing or tax structures, nuanced negotiation and drafting of project contracts, loan agreements or credit enhancements, unique regulatory obstacles, and risk allocation among project participants.

Our understanding of the interface of energy and environmental regulation and policy, and solid grasp of trends and expectations in the venture capital, private equity and commercial banking arenas allow Sullivan to provide comprehensive, cost-effective, solution-oriented representation to our clients, particularly those involved in clean and renewable energy transactions.

ENERGY TRANSACTIONS

Sullivan attorneys have experience across the range of renewable and other energy subsectors and technologies, including wind, solar, thermal power plants, combined heat and power, waste-to-energy facilities, biofuels, landfill gas systems, hydroelectric projects and district energy systems.

Our clients invest and participate in national and international energy markets, particularly in clean and renewable energy transactions, and include tax and equity investors and lenders to project developers, hedging counterparties and energy companies.

Our practice provides a full panoply of transactional services, from individual renewable energy projects to project portfolios:

  • Purchase & sale agreements
  • Sale/leaseback agreements
  • Development agreements
  • Interconnection & transmission agreements
  • Engineering, procurement & construction agreements
  • Operation & maintenance agreements
  • Mergers & acquisitions
  • Expansion & repowering projects
  • Permitting
  • Due diligence
  • Equity & debt financing transactions
  • Tax structuring
  • Governmental loan guarantees & grants

INFRASTRUCTURE FINANCE

Our lawyers ably integrate new technologies and innovative strategies into the traditional energy markets through creative financing arrangements and tax optimization. Sullivan attorneys draw on the firm’s nationally recognized tax and real estate practices, and our top-drawer regulatory, environmental, corporate and M&A practitioners, to efficiently and effectively close complex financing transactions.

Sullivan attorneys have represented clients in virtually all aspects of domestic and international infrastructure transactions, including public-private partnerships, acquisitions and divestitures (including privatizations), private equity offerings, debt offerings and restructurings, lease transactions, tax equity structuring and workouts.

We have experience assisting in the development and financing of power plants, gas pipelines, electric transmission, renewable energy, cogeneration, combined heating and power, waste-to-energy, hydroelectric projects, airports, LNG and  petrochemical projects.

  • Prepared joint portfolio development and finance agreement for solar developer with tax equity investor to fund solar energy projects in the DC/Maryland/Virginia area
  • Assisted client in drafting and negotiating land lease and solar power purchase agreements with developer in District of Columbia
  • Acted as local counsel for Japanese company investing in two MA power plants. Conducted diligence with respect to environmental permitting (air, wastewater, water supply, and energy facilities siting council), environmental impact review and site contamination issues
  • Represented John Hancock Life Insurance Company and John Hancock Infrastructure Fund in connection with an approximately $50 million back-levered investment in 33 existing or in-development solar projects
  • Represented John Hancock Life Insurance Company (U.S.A.) in its approximately $50 million co-investment in a transmission pipeline project alongside a private equity fund
  • Advised an equity investor in the development of a coastal port, including the expansion of several deepwater berths and associated docks and bulkheads, the addition of oil storage capacity and associated pipelines, and related infrastructure
  • Closed a portfolio of approximately 320MW of wind facilities in WA, NY, and CO; tax credit equity constituted approximately $47 million
  • Closed a portfolio of approximately 565MW of wind facilities in MN, SD, OR, IA and PA; equity constituted approximately $628 million
  • Closed second tax credit equity financing of its type done in the United States, with a portfolio of approximately 52MW of geothermal sites in NV; tax credit equity constituted approximately $136 million
  • Represented private entity in the acquisition of approximately 16MW of solar energy facility assets. Drafted substantially all of merger agreement, development agreement, promissory note, security agreement, closing certificates, assignment of contracts, and related documentation. Performed all environmental due diligence review of the target company and assisted with most energy, real estate and regulatory due diligence. Coordinated closing and supervised preparation of disclosure schedules and closing documents
  • Leasing of roof space on three separate buildings in Portland, OR, where single purpose entity owns and leases solar panels to building owner; project of approximately 1MW with tax equity investment of nearly $6 million
  • Placement of solar panels to power highway lights outside Portland, OR, where single purpose entity obtained site license to access the land; project of approximately 104kW with tax equity financing in excess of $1 million
  • Residential roof top solar installation in CT, where single purpose entity owns and leases solar panels to homeowners; total installations of 5MW with tax credit equity capped at approximately $17 million
  • Installation of 14MW photovoltaic array at Nellis Air Force Base outside of Las Vegas, NV, where single purpose entity ground-leased area for solar farm. At the time of closing, project was largest of its type in United States; investor equity capped at $72 million

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