Projects & Transactions

Cadwalader's regulatory experience is deployed in a wide variety of energy and commodity transactions, including mergers and asset dispositions, anchor agreements with pipelines and other infrastructure projects, and complex secondary market agreements for commodities and capacity.

We also have extensive experience advising project developers and prospective anchor shippers in obtaining the regulatory approvals and performing the due diligence required in complex infrastructure transactions, including securing the required approvals from the Federal Energy Regulatory Commission and U.S. Department of Energy for LNG terminals and other natural gas, oil, and natural gas liquids infrastructure.

With respect to electricity matters, our lawyers have been actively involved in the regulatory aspects of structuring and facilitating energy-related transactions for many U.S. wholesale markets, including market-based rate authorizations, complaint proceedings, market design and scheduling, mergers and acquisitions, transfers of jurisdictional assets, changes in status, interlocking directorate and public holding company issues, and reporting matters.

Mergers & Acquisitions and Joint ventures

Trading Portfolio M&A

  • Barclays Bank PLC in connection with its acquisition of the U.S. power and gas, base metals and crude oil trading businesses of UBS AG.
  • Barclays Bank PLC in the acquisition of substantially all of Duke Energy North America's multibillion-dollar portfolio of physical power contracts, natural gas contracts and derivatives contracts, including assisting Barclays Capital in securing regulatory approvals and third-party consents and in novating the transactions from Duke and its affiliates to Barclays Bank.
  • Constellation Energy in the acquisition of ONEOK Energy Marketing Company, a retail natural gas marketer with annual revenues in excess of $350 million and business operations in Arizona, Arkansas, Colorado, Indiana, Kansas, Missouri, Nebraska, New Mexico, Oklahoma, Texas, Utah, and Wyoming, from ONEOK, Inc.
  • Constellation Energy Group in the sale of the assets comprising its wholesale power trading business in the Western Electricity Energy Council power region to Eagle Energy Partners.
  • Constellation Energy Group in connection with an investment in a trading exchange formed by NYMEX and a number of large energy trading institutions (e.g., Goldman Sachs, Merrill Lynch, Morgan Stanley, JP Morgan) to trade emissions and other "green" credits.
  • Credit Suisse International and certain of its affiliates, including Credit Suisse Energy LLC and Credit Suisse Energy (Canada) Ltd. in connection with the sale of its U.S. and international portfolios of physical and financial commodity transactions to certain Citigroup affiliated entities. The transaction portfolios included physical and financial (swaps and futures) natural gas, base metal, precious metal, oil, coal, freight, power and emissions contracts. News Release
  • Deutsche Bank AG in connection with the sale of its US power trading book to Citigroup Energy and the sale of its North American natural gas trading book to Morgan Stanley Capital Group. News Release
  • J. Aron & Company, a wholly owned subsidiary of The Goldman Sachs Group, Inc. in connection with its acquisition of the international commodities trading business of Constellation Energy Commodities Group, Inc. (CECG). 
  • Macquarie Group subsidiary Macquarie Cook Power in the acquisition of the wholesale electric marketing and trading portfolio of Integrys Energy Services.
  • Mercuria Energy Group Limited in its acquisition of JP Morgan’s physical energy and commodities business, a deal initially valued at $3.5 billion. News Release
  • Merrill Lynch & Co., Inc., and its wholly owned subsidiary, Merrill Lynch Commodities, Inc. in the purchase of the U.S., Canadian and European energy trading business of Entergy-Koch, LP, a joint venture formed by Entergy Corporation and Koch Industries, Inc.
  • Morgan Stanley in the acquisition of substantially all of the wholesale power trading portfolio of El Paso Marketing, L.P. (EPM), a subsidiary of El Paso Corporation.
  • Morgan Stanley in the acquisition of the wholesale power trading portfolio of Duke Energy Trading and Marketing. Cadwalader attorneys also negotiated with more than 30 different counterparties to secure novations of the transactions from Duke to Morgan Stanley within 60 days of the execution of the purchase agreement.
  • Morgan Stanley Capital Group in the purchase and transfer of Pinnacle West's trading portfolio, compromised of physical and fin ancial power and gas trades, as well as interstate gas transportation agreements.
  • Numerous investment banks and futures commission merchants in evaluating potential acquisitions of, and regulatory issues applicable to, commodity brokerage firms, electronic trading facilities and internet-based forex trading systems.
  • Power marketing affiliate of an international financial institution in connection with sale of its U.S. power and natural gas trading business to an affiliate of a major international oil company. The parties executed a purchase and sale agreement and mirror transaction confirmation under which the seller agreed to transfer to the buyer the market risk associated with the trading business.

Asset M&A

  • American Renewables, LLC in the sale of 100 percent of its membership interests in Nacogdoches Power, LLC to Southern Power Company. Nacogdoches Power is in the process of developing an approximately 100 megawatt nameplate capacity biomass-fired power plant near Nacogdoches, Texas, which Southern Power Company, as its new owner, will bring to completion.
  • Avon Energy Partners Holdings Bondholders in Scottish and Southern Energy PLC's acquisition of Aquila Sterling Ltd. for £1.1 billion.
  • Bank of America and Merrill Lynch in connection with several of the energy-related approvals necessary to consummate their merger.
  • Bear Energy in the acquisition of power plant assets and related trading contracts from a US based electric generation company.
  • Central Hudson Gas & Electric, ConEd of New York and Niagara Mohawk Power in the sale of their combined electric generation plants and related assets to Dynegy.
  • Constellation Energy's Projects & Services Group in the acquisition of the energy services company CLT Efficient Technologies.
  • Constellation Energy in the acquisition of Water & Energy Savings Corporation.
  • Dayton Power & Light in the sale of an energy-related private equity portfolio for $850 million.
  • DPL, Inc. (Operator of the Dayton Power & Light Utility) in connection with the acquisition of all outstanding shares by AES Corp. for approximately $4.7 billion.
  • EDF Trading Limited in the acquisition of L'Energia, a 82MW combined cycle gas turbine power plant in Lowell, Massachusetts.
  • Investor group including Kayne Anderson Capital Advisors and Encap Investments in the acquisition of Plains Resources.
  • Exelon Corporation, one of the nation’s leading competitive energy providers, on its agreement to purchase Integrys Energy Services, Inc., competitive retail electricity and natural gas subsidiary, for approximately $240 million. News Release
  • Macquarie Group subsidiary Macquarie Cook Energy (MCE) in the acquisition of the downstream gas assets of Constellation Energy.
  • Merrill Lynch & Co. in connection with its purchase of SPE Alstom, a company that owns 16 electric power substations, three transmission lines and two geothermal plants in Mexico.
  • Morgan Stanley in the purchase of all the interests in Power Contract Finance, LLC, a special-purpose vehicle with a valuable long-term contract to sell electricity from El Paso's Bayonne QF to PSE&G.
  • Morgan Stanley in the purchase of all the equity interests in Utility Contract Funding II, LLC, a special-purpose vehicle limited liability company which, simultaneously with its purchase by Morgan Stanley, received assignment of a valuable long-term contract to sell all of the electricity of Calpine's Newark and Parlin qualifying facilities (QFs) to JCP&L (the UCFII transaction).
  • Morgan Stanley Capital Group in the acquisition of the general partnership interest in TAQA Gen X LP from RBS Sempra Commodities.
  • PEPCO in the sale of certain generation and related assets to Gen On Energy.
  • Private investor in the acquisition of a local gas distribution company from a utility.
  • Xstrata PLC in the sale of its Noranda aluminum division to Apollo Management.
  • YPF, S.A. Restructuring of its equity and debt investments in the United States.

Finance

  • Bank of America, as lead arranger, in connection with structuring, negotiating and executing a senior secured financing facility for Guadalupe Power Partners, LP, which owns and operates an approximately 1,000 MW natural gas-fired power plant located in Guadalupe County, Texas.
  • Merrill Lynch Commodities, Inc., in several senior or subordinate lien financings involving securing energy commodity hedges through the sharing of collateral on power plant assets with first lien bank lenders.
  • American Renewables, Inc., as project sponsor, in obtaining approximately $500 million in equity and first lien syndicated secured construction financing for Gainesville Renewable Energy Center, a 100 MW biomass facility in Gainesville, Florida. The deal was named ‘North American Biomass Deal of the Year 2011’ by Project Finance.
  • Bank of America, as lead arranger, in connection with the $302 million first lien term loan, $110 million second lien term loan, and $15 million working capital facility for the 1200 MW La Paloma generation facility.
  • Bank of America, as energy manager, in developing intercreditor arrangements for up to $335,000,000 in first lien obligations and $60,000,000 in second lien obligations for the 1,000 MW Odessa power facility located in Ector County, Texas.
  • Citigroup Energy Inc., in providing a project asset secured wind hedge to a subsidiary of Invenergy, in connection with the $175 million financing and construction of a wind project in New York.

Structured Transactions

Commodity and Derivative Hedges

  • Citigroup Energy Inc. in providing a project asset secured wind hedge to a subsidiary of Invenergy, in connection with the $175 million financing and construction of a wind project in New York
  • Citigroup Energy Inc. in providing a project asset secured wind hedge to Noble Environmental Power, in connection with the financing and construction of three related wind projects in New York
  • Morgan Stanley in connection with a structured hedge and tolling arrangement secured by a power plant and related assets located in Georgia.
  • Macquarie Energy LLC in connection with a structured hedge and supply arrangement secured in part by a 115MW dual fuel cogeneration plant power plant located in Bartow, Florida
  • a wind developer regarding regulatory issues associated with a secured financial hedge as part of the financing of wind facilities
  • Prominent wind developer in negotiating a series of secured energy hedges in connection with constructing wind generating assets in the mid-Atlantic and northeast regions.
  • The power trading affiliate of an investment bank in connection with its entry into a structured natural gas hedge with a Texas-based oil and gas exploration and development company. The company transferred the hedge to a special purpose vehicle in connection with a Shari'a (Islamic law) compliant bond offering.
  • Financial institution in negotiating a complex hedging agreement including financially-settled options and a capacity swap in connection with a private equity fund's acquisition of multiple power plants in New York City.
  • Commodity arm of a financial institution in a complex hedge agreement that contained several financially-settled heat rate options.

Innovative Credit Support and Collateral Arrangements

  • Constellation Energy Resources, LLC, in the negotiation and documentation of a three year all requirements natural gas supply facility provided by Macquarie Cook Energy, LLC, secured by all of the assets and equity of Constellation's retail gas business.
  • Constellation Energy Commodities Group, Inc., in the structuring and documentation of a secured electric energy supply facility for an Ontario, Canada, based retail electricity supplier including intercreditor agreements to share liens with CIBC and a club of wholesale energy suppliers.

Commodity Prepay Arrangements

  • Commercial bank in an all-requirements electricity prepay for a conservation district in California.
  • Commodities trading arm of an investment bank in a contemplated electricity prepay in Ohio that is in the structuring phase.
  • Negotiated on behalf of a large US commercial bank in the documentation of up to five planned natural gas pre-pay transactions with municipal aggregators in the Southeast and upper Midwest. Our client was the commodity supplier and liquidity supplier, as well as a counterparty in the rate swaps and commodity swaps in these transactions.
  • Commodity trading arm of a large German commercial bank in the negotiation and analysis of several prepay commodity swaps where our client was looking to replace the current commodity swap provider (which was experiencing severe financial distress) in several existing natural gas prepay transactions.
  • Commodities arm of a large US commercial bank pre-paid VRDB deal with a natural gas public energy agency, where the client acted as the natural gas supplier.
  • Negotiated, on behalf of a major commercial bank acting as a swap counterparty, the swap documentation, gas remarketing agreement, indenture, and associated documents for a municipal pre-paid natural gas transaction and a separate pre-paid electricity transaction.

Restructurings

  • Certificateholders related to the leases of the Roseton and Danskammer plants in the bankruptcy of certain subsidiaries of Dynegy.
  • Certificateholders related to the leases of the Somerset and Cayuga plants in the bankruptcy of AES Eastern Energy, L.P.
  • Noteholders related to restructuring of lease obligations of a three-unit, coal-fired electric generating station with an aggregate capacity of 1,884 MW.
  • Noteholders related to the successful restructuring of leveraged lease financings for the South Point, Broad River, and RockGen plants in the bankruptcy of Calpine Corp.
  • Creditor’s committee in the chapter 11 case of Mirant Americas Generation.
  • Caribbean Petroleum Corp. in its chapter 11 cases.
  • Constellation Energy Commodities Group, Inc., in the bankruptcy of Catalyst Energy Group, an Atlanta, Georgia, based retail gas supplier for which Constellation was the senior secured lender.
  • Enron Corp. as company counsel on energy and derivatives issues before and during its chapter 11 case.

6 Attorneys

Billinson, George D. Counsel Washington
T. +1 202 862 2411
Doroshkin, Nelli Associate Washington
T. +1 202 862 2392
Haskell, Mark R. Partner Washington
T. +1 202 862 2407
Rahman, Lamiya Associate Washington
T. +1 202 862 2209
Shipp, Bryan Associate New York
T. +1 212 504 5615
Snyder, Brett A. Special Counsel Washington
T. +1 202 862 2252

Finance Forum 2017

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