Renewables

"A very responsive team with a strong client focus" - Chambers USA

Cadwalader's renewable energy and emissions attorneys have more than a decade of experience in the renewable and alternative power project development and finance, emissions control and trading, energy efficiency and demand response, and the energy trading industries. This gives us an unparalleled understanding of the transformative impact of energy and climate change on international business. We advise clients around the globe on energy and emissions trading markets, shifting regulatory and tax regimes and environmental policies, along with the implementation of alternative energy projects and comprehensive climate change strategies. We regularly advise clients on all aspects of wind, solar, biomass, geothermal and biofuel development and finance, including tax structuring, real estate, regulatory, project finance and mergers and acquisitions.

Project Finance and Structuring for Green Projects: Cadwalader's finance lawyers excel in structuring and negotiating the acquisition, sale, development, financing and restructuring of major infrastructure and industrial projects all over the world. With top tier lawyers with industry specific knowledge and expertise in finance, corporate, tax, regulatory, and environmental matters, our depth of experience allows us to offer clients reasoned perspective and innovative deal structuring which are quickly brought to bear on the inevitable difficulties that arise in the negotiating and closing of complex infrastructure projects. We pride ourselves on being able to negotiate creative solutions based upon our comprehensive knowledge of these evolving areas.

Our lawyers have negotiated the development and financing of a broad spectrum of projects, including international and domestic power production facilities and industrial plants serving loads on a merchant, fixed contract or mixed basis, including wind, geothermal, hydro, wood waste, agri waste and landfill and other alternate and renewable resource power plants.

Federal and State Regulatory Market Structure and Compliance: Our group has participated in hundreds of FERC proceedings and has extensive experience in alternative energy and electricity regulatory matters before FERC. Our lawyers have been actively involved in the regulatory aspects of structuring and facilitating energy-related transactions for every wholesale market in the United States, including market-based rate authorizations and approvals, complaint proceedings, market design and scheduling, "EWG" and "QF" filings, mergers and acquisitions, transfers of jurisdictional assets, changes in status, interlocking directorate issues, public holding company issues, and electronic quarterly report matters. We also advise clients regarding the sometimes unique relationship of alternative energy financing and market participation with the energy, capacity, ancillary services, transmission and REC markets. Our lawyers also regularly advise generation and marketing entities regarding NERC audit and enforcement matters in various regions, including RFC, TRE and NPCC regional entities. We have advised clients on NERC compliance, including Critical Infrastructure Protection standards. We also provide training, manuals and advice regarding enforcement issues related to alternative energy development and trading practices.

Renewable Power Purchase Agreements and Hedges: Our lawyers have extensive experience assisting clients in drafting and negotiating power purchase agreements associated with wind, solar and other renewable energy resources. In this representation, we focus not only on providing clients exemplary drafting and negotiation skills, but also incorporating our knowledge of industry specific issues surrounding wind and renewable energy resources, including interconnections, transmission system reliability issues, receipt and delivery of energy from renewable energy resources, renewable energy trading credits, renewable energy tax credits and grants, and various other emergent factors. We have advised on physical and financial hedges and other long-term contracts, all of which implicate important regulatory, credit and financing risks. We have particular proficiency in the application of collateral to secure these arrangements, from traditional credit support mechanisms, including ISDA credit support annexes, EEI collateral annexes, collateralized guaranties, and letters of credit, to more complex structures involving CDS, reverse repos, pledges of receivables, all asset collateral packages, equity pledges, and bankruptcy remote structuring.

We provide clients tailored representation based on their interests and keep them apprised of timely changes occurring in the various states and control areas, including ERCOT and other ISO/RTOs, to assist clients in managing their legal risks and capitalizing on business opportunities.

Interconnection and Transmission Rights and Development: Cadwalader regularly advises renewable power projects regarding ISO/RTO and other system operator transmission access, interconnection queues, and transmission services agreements, rights and obligations as part of project development milestones and once the project is completed. We also assist renewable projects regarding various aspects of scheduling, energy, and capacity market participation. Our team also advises regarding transmission project development, including securing incentives and benefits under various FERC orders and rules. Cadwalader also deploys expertise regarding state regulation and regulatory status to the extent it impacts transmission access and projects.

U.S. and International Emissions Trading: Cadwalader represents investment banks, hedge funds and trade associations in regulatory analysis and transaction negotiations related to emissions trading. We have deep, thorough understanding of the governing U.S. and EU regulatory issues related to emissions trading and critical deal points for U.S., EU and Kyoto emissions trading. Cadwalader's leadership is exemplified by our work for one of the leading interest groups preparing a standard form agreement for the trading of U.S. emission allowances. Cadwalader has prepared numerous clients for participation in the UK and EU emissions trading schemes, including analyzing differing EU member existing and emerging regimes and regulatory structures.

Renewable Energy Certificates/Credits: Cadwalader also has substantial experience with all facets of renewable energy certificate/credit (REC) agreements, including homegrown REC forward agreements, brown-to-green swaps and total output with REC power purchase agreements. In addition, we have extensive knowledge about state renewable portfolio standards, ISO/RTO REC tracking requirements, and advise clients regarding the various renewable energy product types, qualifications and ownership of renewable attributes on a state-by-state and regional basis. Cadwalader regularly assists clients participating in a variety of REC solicitations. We keep clients current with state and federal regulatory treatment of RECs and the relevant tracking platforms.

Energy Efficiency and Demand Response: Our lawyers advise marketers, schedulers, commercial users, project developers, financial institutions and technology vendors on federal and state regulatory and market structure regarding energy efficiency measures, including load/demand response, demand-side management, smart metering, new construction, and the formation of related energy efficiency, emissions offset and renewable trading opportunities. The services we provide include:

  • Analysis of ISO/RTO demand response programs, including eligibility, scheduling, aggregation and participation in energy, capacity and potential ancillary services markets.
  • Review of public utility rate design, incentives, societal benefit charges and cost allocation associated with energy efficiency measures deployed by public utilities.
  • Participate in regulatory rate and policy setting proceedings before multiple state commissions.
  • Development of policies, strategies and document to address ownership of emissions reductions and renewable attributes associated with the implementation of energy efficiency and renewable measures.
  • Advising on intellectual property, technology and data protection considerations regarding the implementation of energy efficiency measures.
  • Advising on documentation for the scheduling of load response and market participation.

Wind Power Projects (United States)

Project Development

  • Advised a top wind generation project developer in relation to the project development financing and tax credit monetization of wind farm projects in the United States, including assisting the client with evaluating proposals from multiple counterparties, the simultaneous negotiation and documentation of multiple hedges under the ISDA master agreement, and the development of a power purchase agreement and energy management contract
  • Represented a wind developer in connection with the development and financing of two Minnesota wind projects that collectively exceed 200MWs
  • Represented a wind turbine manufacturer in connection with sales, installation, warranty and O&M agreements for more than 60MWs of projects in New York and Pennsylvania
  • Advised Canadian wind energy company in a joint venture with an Italian developer for the construction and financing of windparks with an overall generation capacity of 300-450 MW in Central and Southern Italy, valued between €300 and 400 million with most of the financing done through true non-recourse project financing

PPAs/Hedging

  • Represented Citigroup Energy Inc. in providing a secured wind hedge to Sheldon Energy, LLC, a project subsidiary for Invenergy, in connection with the $175 million financing and construction of a wind project in New York. The wind hedge was secured with a $70 million combination of letters of credit, cash collateral, and shared first and second liens on the project.
  • Represented Citigroup Energy Inc. in providing a secured wind hedge to Noble Environmental Power 2008 Hold Co., LLC, the project subsidiary of a well-known wind project developer, in connection with the financing and construction of three related wind projects in New York.
  • Negotiated a unit contingent wind energy and renewable energy credit transaction, including back-to-back agreements, with wind generation purchasers
  • Negotiated for a wind developer renewable energy certificate and green tag agreements associated with wind facilities located in New York, Texas and Maine
  • Negotiated on behalf of a wind developer a structured “all requirements” PPA with a Massachusetts utility, including advising the developer on the regulatory approval process, credit risk and bidding rules
  • Negotiated a wind power purchase agreement, including environmental attributes and renewable energy certificates, on behalf of an investment bank’s commodity division
  • Assisted an integrated energy company with the negotiation of multiple renewable energy certificate confirmations under master agreements in Texas, as well as in the PJM, ISO-NE and NYISO power pools
  • Represented an investment bank in numerous structured, unit contingent, physical power transactions where the power is generated by a wind farm, including some transactions involving complex collateral arrangements, such as first and/or second liens on the wind turbines

Regulatory

  • Advised a wind developer in relation to capacity, energy and ancillary market structure in ISO-NE and ERCOT regions 
  • Advised a venture capitalist firm regarding the renewable portfolio standards and other voluntary renewable standards in approximately 22 states
  • Assisted a wind developer regarding transmission interconnection issues in Texas and New York
  • Advised an investment bank’s commodity division and its special situations lending division on the FERC and state regulatory implications of equity ownership in a variety of wind generation projects throughout the United States

M&A

  • Advised a wind developer in connection with various asset acquisitions in Massachusetts and Canada 
  • Represented several wind developers in connection with their acquisition, development and financing of a 16MW project in California
  • Represented a development company in connection with a stock purchase agreement for the acquisition of equity interests in a privately held wind energy company
  • Represented a wind developer and operator in connection with the sale of a 6.5MW wind farm in California
  • Represented a development company in connection with stock purchase agreement for the acquisition of equity interests in a privately held wind energy company
  • Represented an investment fund as the lead investor in a preferred and common stock private placement with a development-stage company focused on the renewable energy sectors of wind and solar
  • Represented a real estate and investment company in connection with the acquisition of two wind farms in Crete, Greece
  • Represented a leading U.S. investment bank in connection with prospective wind-power acquisitions and projects in Central and Eastern Europe
  • Acted for a Spanish electric company in its bid to acquire all of the shares owned by a developer in its Spanish wind farm business, including wind farms in both the operational and development phases

Finance

  • Represented a bank in connection with the restructuring of the $42 million secured project finance bridge credit facility of a wind project in California
  • Represented a Japanese bank in connection with the restructuring and liquidation of a $15 million wind powered project in Hawaii
  • Assisted developer with strategy and implementation of the application of energy tax credits and the monetization of such credits regarding wind projects
  • Represented a $3 billion multistrategy hedge fund in connection with a $13.5 million secured loan and a participating interest to the managers of a wind power project, which allowed the managers to buy preferred units in the project
  • Represented subsidiary of the largest provider of renewable energy in France in a joint venture with an Italian developer for the structuring and negotiation of a 40 MW wind farm project in Italy and its financing, resulting in precedent setting authorization of the wind farms requiring lengthy and complex administrative proceedings with project financed through ordinary bank loans, which were primarily guaranteed by the subsidiary with recourse to the other party to the joint venture
  • In addition to the specific transactions noted above, we also regularly assist clients by:
    • Monitoring, analyzing and providing government strategy advice regarding expansion of federal and state investment and production tax credits related to wind generation
    • Advising developers, investors and energy/renewable energy certificate purchasers on issues surrounding wind resources, including interconnections, transmission system reliability issues, receipt and delivery of energy from renewable energy resources, renewable energy trading credits, renewable energy tax credits, and various other emergent factors in all relevant control areas in the United States, including ERCOT

Solar Energy (United States and International)

Finance / Transactional

  • Represented AMP Solar Group, Inc. in connection with the proposed formation and financing of a joint venture for a solar power project in Puerto Rico
  • Represented El Paso Electric Company in connection with the construction, development and operation of a free field solar photovoltaic electric generating system and related ancillary equipment with a nameplate capacity of 2,500 Kw(AC) of electrical power to be located adjacent to its Newman Generating Station in El Paso, Texas
  • Represented a private equity firm as the sole investor in a $15 million convertible note and warrants PIPE transaction with a manufacturer of photovoltaic foil products that convert sunlight into energy
  • Represented a provider of microcomputers and integrated circuits, which monitor and diagnose large, commercial solar panel grids, in its Series A Preferred Stock financing
  • Represented an investment fund as the lead investor in a preferred and common stock private placement with a development-stage company focused on the renewable energy sectors of wind and solar
  • Assisted one of the largest retailers and commercial end-users of electricity in the drafting energy and renewable energy certificate/credit (REC) purchasing from renewable facilities
  • Advised a venture capital firm regarding solar market structure and potential

Regulatory

  • Assisted one of the largest retailers and commercial end-users of electricity with regulatory advocacy in various states to reduce barriers to distributed solar generation 
  • Represented one of the largest retailers and commercial end-users of electricity regarding California solar incentives, tradable renewable energy credits and related market structure
  • Advised one of the largest silicon chip manufacturer on solar market structure, legislation and transactions in the United States and international markets
  • Assisted financial institution regarding analysis of qualifying facility and state generator status of “behind the meter” solar installations and overall impact on regulatory status and compliance

Intellectual Property

  • Advised an international designer and manufacturer of advanced technology systems in patent prosecution matters involving the development of solar cells 
  • Represented a global, private pharmaceutical and precious metals company on a variety of intellectual property issues regarding solar-thermal panels and array technology
  • Assisted one of the largest retailers and commercial end-users of electricity with intellectual property issues regarding solar technology developed with government labs

Tax

  • Advised Altus Power Management on the structure and organization of a series of funds to invest in solar panels on the roofs of commercial businesses and the energy contracts with those businesses.
  • Advised a major multinational bank in connection with their bid to be the tax equity investor in the Nevada Solar One project in Boulder City, Nevada. Provided tax analysis of the proposed sale-leaseback structure, including evaluations of various purchase coption strategies, debt leverage structures, and the tax treatment of the tax credits.

Renewable Energy Certificates (United States and Europe)

  • Developed and negotiated renewable energy certificate/credit (REC) agreements, including drafting homegrown and emerging industry master REC forward agreements, brown-to-green swaps and total output with RECs power purchase agreements
  • Advised regarding all state renewable portfolio standards, both mandatory and voluntary, and independent system operator REC tracking and banking requirements
  • Advised regarding the various renewable energy product types, qualifications and the ownership of renewable attributes on a state-by-state basis
  • Advised on the CFTC regulatory issues associated with posting bids and offers for REC transactions via an electronic communications network and/or executing REC transactions on an electronic trading facility, in each case with eligible commercial entities and with commercial, industrial and retail customers

Geothermal Thermal / Hydro / Hydrokinetic (United States)

Project Development

  • Represented an investment bank in connection with multi-faceted non-recourse project financing of up to 155 MWs of geothermal capacity across multiple project companies. The bank’s agreement with the developer included a process for agreeing to tax equity purchases and financing commitments for each project, a right of first refusal to finance certain projects and an award of a series of warrants on shares of the developer’s stock triggered by project financings and other events
  • Represented an investment company in connection with a management and development agreement for the management and development of certain geothermal resources in Nevada
  • Represented an investment company in connection with the operation and maintenance agreement for an 11 MW modular geothermal power plant in Nevada

Regulatory

  • Represented a hydrokinetic turbine manufacturer and project developer in developing federal and state government strategies and advocacy before FERC for the licensing, financing and deployment of free-flowing hydrokinetic turbines
  • Represented a geothermal project developer before FERC regarding interconnection dispute

Finance/M&A

  • Represented an investment company in connection with a secured loan agreement for the financing of working capital and geothermal well development
  • Represented an investment fund as the lead investor in a preferred and common stock private placement with a development-stage company focused on the renewable energy sectors of wind, solar and geothermal
  • Represented an investment company in connection with the acquisition of direct / indirect equity interests in three companies involved in the geothermal industry
  • Represented an investment company in connection with an asset purchase agreement for the acquisition of a geothermal lease and geothermal wells on the property subject to the lease

Related Renewable and Emerging Green Technologies

  • Advised a flywheel electricity storage technology company on production and investment tax credit monetization, ancillary services and related market opportunities
  • Represented an electricity storage technology company regarding federal and state legislative strategy to change the law to capture production and investment tax credits for its technology
  • Advised a municipal lighting department on the development of a green renewable program with innovative renewable and demand response components
  • Assisted a municipal lighting department regarding contracting with a wood-fired renewable power generation plant, including analysis of capital structure, financing options such as tax exempt bonds and pre-payment of costs, PPA negotiations and novel forward purchasing options for RECs
  • Advised venture capitalist firm on renewable due diligence and interconnection issues

Biofuels and Other Renewable Sources (United States and International)

Transactional /Finance

  • Advised American Renewables in the nearly $500 million development and debt and equity project financing for Gainesville Renewable Energy Center, a 100-megawatt biomass power plant located in Gainesville, Florida, including the structuring, financing and related regulatory advice – recognized as the 2011 North American Biomass Deal of the Year by Project Finance Magazine
  • Represented power marketers in negotiating PPAs with biofuel power plants
  • Advised a private equity firm in connection with its investment in notes issued by a bio energy company engaged in the business of developing, owning and operating multi-product biorefineries using proprietary technologies to produce ethanol and specialty chemicals from traditional feedstocks and waste biomass
  • Represented an investment fund as the lead investor in a preferred and common stock private placement with a development stage company focused on the renewable energy sectors including biomass and biofuels

Intellectual Property

  • Provided comprehensive IP due diligence advice to start-up and emerging growth companies that are developing biofuel cells 
  • Provided strategic IP counseling, including with regard to patent prosecution strategy, to numerous companies involved in renewable technology including technology matters relating to biomass energy and biofuel cells, hydrogen and fuel cells
  • Drafted fuel cell patent applications and have prosecuted many fuel cell patent applications for a variety of technology companies

Greenhouse Gas and Emissions Trading

Hedging / PPAs

  • Represented ISDA, the leading derivatives industry association, in drafting the current industry standard U.S. emissions trading agreement
  • Advised investment banks and hedge funds on structured energy transactions involving the acquisition of power assets and the related complex issues concerning emissions allowances (relating to current and future U.S. emissions programs, the Kyoto mechanisms and the EU ETS)
  • Advised U.S. and EU investment banks and hedge funds in the initiation of their emissions allowance trading desks and draft and negotiate the related trading documentation
  • Represented investment banks, hedge funds and trade associations in regulatory analysis and transaction negotiations related to emissions trading, including analysis of the governing U.S. and EU regulatory issues related to emissions trading
  • Prepared numerous clients for participation in the U.S., UK, EU and Kyoto emissions trading mechanisms, including analyzing, drafting and negotiating associated emissions trading documentation
  • Advised clients regarding the purchase of certified emission reductions (CERs) from Clean Development Mechanism (CDM) projects, including documentation and regulation issues
  • Prepared numerous clients for participation in the U.S., UK, EU and Kyoto emissions trading mechanisms, including analyzing, drafting and negotiating associated emissions trading documentation
  • Structured complex hedging proposals underlying acquisitions, including those related to emissions allowances
  • Advised clients regarding the purchase of certified emission reductions (CERs) from Clean Development Mechanism (CDM) projects, including documentation and regulation issues

Regulatory

  • Represented a non-profit organization in connection with the creation of a U.S. State GHG offset/credit registry that would allow GHG emission reduction projects to place emission offsets on the registry’s database for trading in the secondary GHG market, including drafting the registry’s rules, drafting offset transfer and attestation agreements and advising on related regulatory and intellectual property issues
  • Advised clients with respect the regulatory facets of the US and EU emissions markets, including advising on European Commission, CFTC, FERC, EPA and US State and EU member regulatory regimes
  • Advised various market participants on their risk management of, and strategic involvement in, the carbon markets, through the EU ETS, the Kyoto mechanisms and U.S. programs

Finance

  • Represented a leading international energy marketer in making a founding investment in a new commodity futures exchange being developed by the NYMEX to trade emission allowances, CERs, GHG credits, RECs and other similar futures contracts
  • Advised leading carbon fund on a share sale fundraising
  • Advised two investment banking and institutional stock-broking businesses as brokers and nominated advisors on admission to AIM of an investment fund established to acquire tradable environmental Kyoto instruments with its initial investments in projects developed under the CDM and Joint Implementation Schemes of the Kyoto Protocol
  • Advised a variety of clients on the tax relief and liabilities arising from emission credits and allowances and managing these tax consequences including advice on the UK corporate tax and VAT treatment of allocations, sales and purchases of emissions allowances under the EU Emissions Trading Scheme, and the supply of related broker services

Energy Efficiency: Conversation and Demand Response (United States)

  • Advised investment bank on development of tax exempt municipal “green” bonds, as potential underwriter, for significant scale energy efficiency and conservation measures
  • Represented a major international commercial retailer regarding state level utility rate design and public policy to encourage energy efficiency measures, including “decoupling” of utility revenue requirements from sales volumes
  • Assisted major international commercial retailer regarding regional transmission organization and state level utility policy and rules regarding smart metering and smart grid technology
  • Advised an investment bank’s commodity division regarding implementation of a demand response joint venture to capture market clearing power prices for demand response in ERCOT
  • Prepared analysis for retail electricity end-user concerning administrative litigation involving state and utility sponsored energy efficiency programs and policies, including demand response and demand side management
  • Reviewed, for both a retail electricity end-user and for a municipal lighting plant, the rate design, incentives, societal benefit charges and cost allocation associated with energy efficiency measures deployed by public utilities, including participation in regulatory rate and policy setting proceedings before multiple state commissions
  • Reviewed competitive metering and data as it relates to energy-efficiency measures for retail electricity end-users and for a technology company
  • Developed policies, strategies and documentation for a retail electricity end-user to address the ownership of emissions reductions and renewable attributes associated with the implementation of energy-efficiency and renewable measures
  • Advised a major retail company on the development of “white tag” energy-efficiency state and regional tracking and trading systems
  • Advised a commercial energy consumer and a refined products manufacturer regarding the coordination of energy purchasing (including renewable generation supply), demand reduction, and load response as part of a comprehensive energy-efficiency and sustainability plan
  • Advised marketers, schedulers, commercial users, project developers, financial institutions and technology vendors on federal and state regulatory and market structure regarding energy-efficiency measures, including load/demand response, demand-side management, smart metering, new construction, and the formation of related energy efficiency, emissions offset and renewable trading opportunities
  • Analyzed PJM, NYISO, ERCOT, ISO-NE and MISO demand response programs, including eligibility, scheduling, aggregation and participation in energy, capacity and potential ancillary services markets
  • Advised clients on intellectual property, technology and data protection considerations regarding the implementation of energy-efficiency measures 

2 Attorneys

Perez, Tania S. Partner New York
T. +1 212 504 6060
Schonback Garbien, Danielle Special Counsel New York
T. +1 212 504 6440

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