We serve the transactional, regulatory and litigation needs of clients involved in the development, acquisition and sale of energy assets, and the production, transportation, distribution, sale and purchase of energy commodities, including oil, natural gas, coal and electricity. We have assisted clients in all phases of project development, such as obtaining and managing licenses, permits and siting authorizations from federal, state and local agencies; structuring relationships among multiple project participants through joint ventures, partnerships and limited liability companies; and negotiating, preparing and reviewing project contracts and commercial relationships. We are also experienced in the financing of energy projects, including, among others, electric power, fuels and renewable energy projects. Our regulatory experience relating to the development of energy projects has included, among other matters, full representation before the Federal Energy Regulatory Commission and the U.S. Departments of Energy and Transportation on issues related to gas pipeline certification, natural gas storage, industrial gas use and pipeline safety.
Our experience includes structuring relationships between multiple project participants through joint ventures, partnerships, limited liability company agreements, and finance agreements and leases; analyzing project-related tax, tax credits, depreciation, grants and loans, and related regulatory consequences to optimize project structures; obtaining licenses and permits for electric generating and transmission facilities; advising on state environmental quality review act compliance; and assisting with real property acquisitions and assemblages and zoning approvals.
We have assisted in negotiating and structuring debt and equity investments and the preparation of loan, security, and intercreditor documentation and associated legal opinions, as well as the review of seismic, climatological and resource studies necessary to complete project financings for renewable energy projects. We also have advised on equity placements, nonrecourse and limited recourse construction, term debt, mezzanine debt, leveraged leases, equipment leases, and public offerings of taxable and tax-exempt debt. These transactions have also included intercreditor arrangements among multiple lenders lending on a pari passu basis or on a senior or subordinated basis.
Our experience includes control and assembly of property through options, purchase agreements and ground leases for wind power and clean coal facilities, including leases for meteorological studies; negotiation of wind leases and easements for all aspects of these facilities (including transmission line, conveyor, wind, utility and road easements); and drafting of necessary or appropriate restrictive covenants. With respect to clean coal facilities, we have negotiated right of way and sidetrack agreements for transportation purposes, water rights agreements, shared services agreements and dock agreements. We also have significant experience in obtaining zoning amendments and variances.
Our work includes review of tax credits to support project development and financing and review and presentation of private letter rulings before the Department of the Treasury and Internal Revenue Service (IRS) and state tax department advisory opinions. Our tax group offers additional value on strategic tax planning, corporate financial transactions, tax planning for investments and international companies, and development and evaluation of tax-advantaged structuring for project development.
We also have experience with the federal renewable electricity production tax credit (Section 45), particularly as it relates to electricity produced from open-loop biomass. The tax credit for open-loop biomass shares common features with the credit for electricity produced from wind power. Our experience includes analysis of Section 45 requirements and how electricity is produced from open-loop biomass; submitting a private letter ruling request to the IRS (prior to the announcement of the current IRS “no-ruling” policy); and meeting with IRS representatives to discuss open issues prior to the issuance of Notice 2006-88. We are also familiar with the tax issues presented by structured transactions (such as joint ventures and leasing arrangements) involving the Section 45 tax credit, and our lawyers have closely followed legislative developments and IRS guidance in this area, including the pertinent provisions of the American Recovery and Reinvestment Act of 2009.
In matters before the Ohio Power Siting Board (OPSB), we have litigated the proposed issuance by the OPSB of certificates of environmental compatibility and public need to nuclear and conventional electrical generating facilities and electric and natural gas transmission lines, represented a utility against a citizen claim that construction of a solid waste disposal facility required a certificate of environmental compatibility and public need, participated in OPSB proceedings in wind farm certification cases and obtained certification from OPSB for the siting of a 500 MW natural gas fired peaking power plant.
We have extensive experience representing public utilities subject to the jurisdiction of the Public Utilities Commission of Ohio (PUCO), including litigating service territory matters, defending and prosecuting complaints and other disputes filed by and against public utilities, representing companies seeking PUCO certification and representing companies in all aspects of state regulatory compliance.
We have represented a wide range of clients in all aspects of developing and financing both domestic and international energy projects. We have assisted in obtaining licenses and permits; structuring ownership relationships; planning tax strategies; and structuring to secure tax credits, accelerated depreciation and grants. From project inception to postcommercial operations, we have advised clients on every aspect of energy project development and project finance. Our experience is derived from representing project developers, equipment manufacturers, major construction companies, industrial companies and end users, regulated utilities and their unregulated subsidiaries, foreign industrial companies, power marketers, and financial institutions on these projects. We have been involved in the development of and contract negotiations for power projects utilizing a variety of fuels and technologies, as well as utility and asset privatizations representing a total potential generating capacity of more than 3,000 MW from renewable energy resources.
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