Balch & Bingham represents organizations that develop, acquire, and sell renewable energy projects. We also advise and structure transactions in order to address ownership and control over renewable energy credits. When public utilities are involved, we conduct regulatory due diligence and prepare and pursue regulatory approvals of our clients transactions. Our clients run the gamut: private equity firms, traditional public utilities, independent power producers, and wholesale power merchants. We also advise clients, on both the buyer and seller side, with respect to renewable power RFPs. Set forth below are quick summaries of our experience in these areas and recent, representative engagements.
|Renewable Energy Credit (REC) Transactions|
|Renewable Energy Project Development|
|Renewable Energy Resource Transactions|
We represent a broad range of energy clients in a variety of trading/origination/RECs transactions. These transactions include long term wholesale contracts, physical and financial energy trading transactions and associated risk management. Our experience in this area includes:
Long Term Wholesale Power Contracts. We assist utilities and IPPs in the negotiation and preparation of long term electricity purchase and sale agreements, including tolling agreements and unit contingent contracts. We also have vast experience in negotiating and developing contracts for full and partial electricity requirements service for municipals, cooperatives and other retail load serving entities.
Negotiation of Trading Contracts. On a day to day basis, we negotiate ISDAs (with and without annexes), EEIs, WSPPs, NAESBs, master emissions agreements, renewable energy credit agreements, various collateral and credit documentation, including the ISDA Credit Support Annex, the EEI Collateral Annex, parental guarantees, letters of credit, security interests in accounts receivable, first, second and third liens on physical assets and all manner of master netting agreements.
Trading Counsel – Multi-State Vertically Integrated Utility. We provide all legal support required to establish and operate the merchant trading function of a large, vertically integrated public utility system. We provide “real time” legal support in relation to trading operations, including matters relating to response to TLR events, shipper-must-have-title, compliance with scheduling and OASIS protocols and ancillary service arrangements;
Trading Counsel – Independent Power Producer. We serve as primary outside legal counsel to power supply and management operation of a large independent power producer with a substantial generation and supply portfolio located chiefly in the Southeast, including Florida.
Outside Merchant Function Counsel – Western Public Utility. We serve as primary outside legal counsel for a wholesale merchant group within a Western public utility that relies primarily on in-house counsel on a day to day basis. In contrast to engagements such as those described above where the firm provides a “one stop shop” array of legal services required to support trading operations (and associated FERC compliance), the Firm provides support on an “as needed” basis to provide specialized, expert support for in-house attorneys. In this capacity, the firm fields calls and responds in real time to inquiries ranging from consent to assignment, network resource scheduling, negotiation of scheduling and asset management arrangements, compliance with FERC Standards of Conduct and Market Behavioral Rules, compliance with FERC limitations on market-based rate authority faced by this particular client, assignment of transmission rights, and compliance with ISO and traditional transmission provider tariffs.
Compliance Counsel – Retail Energy Services Unit Operating in PJM Region. We serve as independent compliance counsel for retail energy services unit of electric and gas services entity. We developed a regulatory compliance manual and assist in periodic updates to such manual based on regulatory developments. We counsel the client in the development or updating of regulatory compliance training for its employees based on changes to the compliance manual and regulatory audit findings/violations of other utilities. We also review past regulatory filings made by client for potential areas of improvement (and consistency among affiliate filings). In addition, we conduct confidential, random regulatory spot checks of particular regulatory requirements.
The Firm offers a broad array of services relating to renewable energy projects to both major utilities and independent power producers. We frequently advise major utilities and independent power producers regarding complex transactional and regulatory issues, regulatory applications, tax incentives and tax strategies associated with the development of renewable energy projects.: In addition, we advise our clients in a wide range of transactional matters involving renewable and “clean coal” power projects, including:
Recent publicly disclosed matters in which the Firm has advised clients in the area of renewable energy include:
The Firm has represented major utilities and independent power producers in a variety of merger, acquisition and ownership transactions for many years. These transactions have included gas-fired, nuclear and renewable generation projects. In conjunction with these transactions, we regularly advise clients on a full range of due diligence activities leading up to the transaction, including regulatory compliance, environmental, real estate, NERC reliability, project contract, and tax matters. Recent, representative transactions in which we have served as counsel include: