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Energy - Additional Information
Thompson Hine’s Energy practice group serves the transactional and regulatory 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. Our multidisciplinary capabilities in such areas as project finance, corporate transactions, environmental compliance, bankruptcy and restructuring, transportation, real estate and construction, among others, allow us to address and resolve client issues in the energy arena.
- Regulatory Services
- Project Development
- Project Finance and Secondary Market Transactions
- Mergers and Acquisitions
- Energy Facility Siting, Permitting and Environmental Compliance
- Construction and Design, Operations and Maintenance
- Real Estate
- Transportation
- Bankruptcy and Restructuring
Our energy lawyers represent clients before the Federal Energy Regulatory Commission, the Department of Energy, the Securities and Exchange Commission and the Environmental Protection Agency, among other federal regulatory bodies. In addition, we represent clients before state public utility commissions.
The matters in which we assist clients include:
- Proceedings and transactions concerning the rates, terms and conditions for electricity transmission, distribution and sales (both wholesale and retail) services
- Issues arising out of energy deregulation and restructuring including alternative electricity supply arrangements, market-based rate authorizations, open access transmission tariff compliance and participation in Independent System Operators and Regional Transmission Organizations
- Proceedings and transactions concerning the rates, terms and conditions for natural gas transportation, distribution and sales (both wholesale and retail) services
- Certification and abandonment of natural gas transportation and storage facilities and services
- Hydroelectric licensing, dam safety, headwater benefits determinations and enforcement matters
- Qualifying facility, exempt wholesale generator and foreign utility company certifications
- Proceedings concerning oil pipeline rates and services
- Mergers, acquisitions and sales of energy companies and facilities
- Energy import and export authorizations
- Energy facility siting and permitting
- Rulemaking compliance and enforcement
- Standards of conduct compliance
- Audit and fuel procurement reviews
- Service territory establishment and compliance
- Utility liability and indemnification matters
Our energy lawyers assist clients in all phases of project development, such as obtaining and managing licenses and permits, and structuring relationships among multiple project participants through joint ventures, partnerships and limited liability companies.
We also assist in the development of project contracts and commercial relationships, including the negotiation, preparation and review of:
- electric power purchase and sale contracts
- tolling contracts, asset management and optimization contracts
- natural gas and electric power brokering and marketing contracts
- steam and thermal energy sale contracts
- operation and maintenance contracts
- fuel procurement and transportation contracts
- engineering, procurement and construction contracts
- site leases for energy projects
Additional services in this area include advice and assistance in fuels management, renewable energy and biofuels development, commodity and risk management, administrative services, consulting and other types of support for successful energy projects.
Our experience extends to all aspects of international project development, acquisition and privatization as well, from negotiation of project support documents for host country development activities to analysis of the U.S. regulatory implications and tax aspects of international project development under the Public Utility Holding Company Act, free trade agreements and other applicable laws.
Project Finance and Secondary Market Transactions
We have extensive experience in the areas of complex commercial and public finance transactions and asset securitizations. We are well versed in the financing of energy projects, including, among others, electric power, fuels and renewable energy projects.
Representative Services:
- Represent developers and owners of energy projects and lending institutions in all phases and forms of financing transactions
- Assist in the negotiation and structuring of debt and equity investments and the preparation of loan, security and inter-creditor documentation, including associated legal opinions
- Assist with secondary market transactions during the operational phase of financed projects by representing owners, sellers, purchasers, creditors and contractors of operating energy projects in workout arrangements, placement of secondary market equity and project debt restructuring
- Provide counsel to operating projects, including regulatory compliance, fuel supply restructuring and assistance in the restructuring of financial arrangements
Representative Matters:
- Equity placements
- Non-recourse and limited recourse construction
- Term and mezzanine debt
- Leveraged leases
- Public offerings of taxable and tax-exempt debt
- Rule 144A offerings
- Inter-creditor arrangements among multiple lenders providing financing on a pari passu, senior or subordinated basis
Our lawyers have extensive experience in large and complex national and multinational acquisitions and dispositions, tender offers, anti-takeover defenses and joint ventures. We can assist developers, investors and lenders in energy industry acquisitions ranging from interests in single projects or business units to mergers of entire companies.
We create the best team of lawyers from multiple practice groups to assist clients in the following areas:
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Energy Facility Siting, Permitting and Environmental Compliance
Our energy lawyers assist clients in obtaining permits, licenses, siting authorizations and other regulatory approvals from federal, state and local agencies for proposed energy projects. This assistance includes preparation and prosecution of necessary filings with government agencies and counseling on compliance with environmental laws and regulations in all phases of energy project development from due diligence on energy project financing through federal and state permitting processes to post-completion operation. Our counseling on environmental compliance extends beyond domestic energy project development to financial closings on international energy transactions involving such issues as emissions credits and trading and climate change strategies under the Kyoto accords and alternative U.S. climate policies.
Our litigation practice includes civil, criminal and administrative enforcement actions as well as permit challenges and appeals cases, toxic tort cases, class action defense, superfund defense and cost recovery cases and facility siting cases for utilities, other energy clients and other regulated entities.
Construction and Design, Operations and Maintenance
Our construction practice is one of the largest in the United States. We have extensive experience representing owners, developers, design professionals, construction managers, contractors and sureties in connection with all facets of the building industry. Lawyers in our construction practice are recognized nationally for their ability to resolve claims through mediation, arbitration or litigation. As transactional lawyers, we have served in the role of project counsel for billions of dollars of construction at sites across the country.
Through Project Management Consultants (PMC), a wholly owned ancillary consulting practice, we provide unique services such as partnering facilitation, construction process consulting and owner’s representative services. These capabilities may be brought to bear to assist owners, engineers and contractors with the design and construction of power plants, pipelines and other energy facilities.
On behalf of owners, engineers and contractors, we can assist with conceptualization, negotiation and drafting of agreements. We also provide project management consulting on such matters as setting up project delivery systems, contractual formats and insurance and risk programs.
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We advise and represent energy clients in diverse matters affecting real property interests, including:
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We assist energy clients in the negotiation, preparation, and review of contracts for the supply, transportation, terminaling, and storage of fuels, including natural gas, coal, and oil. Our lawyers have extensive experience representing shippers of such fuels in proceedings before the Federal Energy Regulatory Commission and the Surface Transportation Board.
The lawyers in our bankruptcy practice have extensive experience in representing both debtors and creditors in large and complex Chapter 11 cases and can assist utilities, energy project developers and energy project lenders in protecting their interests in such proceedings as well as in out-of-court restructurings and workouts. We can also provide investors and developers with strategic analysis regarding insolvency due diligence and risk management in connection with energy project financings.
Other Pertinent Practice Areas: