Infrastructure & Project Finance

Select Solar Energy Matters

• Represented the arrangers, agents, issuing bank, and green loan coordinators in connection with a $510 million Green Loan Principles-aligned build-transfer project financing of a 300 MW solar project in Missouri
• Represented the arrangers, agents and lenders in connection with a Green Loan Principles-aligned US$340 million build-transfer project financing of a 250 MW solar project in Sullivan County, Indiana.
• Represented the arrangers, agents and issuing bank in connection with a Green Loan Principles-aligned US$310 million build-transfer project financing of a 189 MW solar project in Barber County, Kansas.
• Represented the arrangers, agents, lenders and issuing bank in connection with two separate build-transfer project financings totalling $440 million for a global sponsor's development of a solar projects located in in Arkansas and Illinois.
• Represented a US developer on development, construction, operation and financing matters, including joint venture structuring, for multiple proposed solar, energy storage and mini-grid projects in Southern Africa, West Africa and Eastern Europe, valued in excess of US$3 billion in the aggregate.
• Represented the sponsor, borrower, issuer and affiliates in connection with a US$310 million construction, tax-equity bridge loan and tax equity financing for a 238 MW solar generation project in Midland, Texas, and represented the sponsor in connection with its subsequent disposition of its interests in the project.
• Represented an IPP and its affiliates in the sale of a commercial and industrial solar business, comprised of more than 600 projects and in excess of 100 power purchase agreements. The transaction was accomplished through both a sale and, to mitigate Investment Tax Credit recapture risk, a sale-leaseback.

Select Wind Energy Matters

• Represented the arrangers, agents, issuing banks and green loan coordinators in connection with four separate Green Loan Principles-aligned, build-transfer project financings totaling $2.6 billion dollars for a global sponsor's development of wind farms located in Oklahoma, Illinois and Texas.
• Represented the agents and lenders in connection with a secured, US$380 million bridge loan and turbine equipment financing credit facility for a 999 MW wind farm in Oklahoma.
• Represented the sponsor and its affiliates in connection with its acquisition, development and US$245 million tax-equity financing of a 198 MW wind generation project in Beaver County, Oklahoma.
• Represented tax equity investors in connection with a US$325 million tax-equity financing for four wind generation projects aggregating 604 MW in Oregon, Iowa and Kansas.
• Represented the sponsor and issuer in connection with a US$280 million construction loan financing, and the subsequent US$277 million tax-equity takeout financing and US$39 million project-related letter of credit facility, for a 170 MW wind generation project in Texas.
• Represented the sponsor, borrower and affiliates in connection with a US$300 million senior secured Term Loan B credit facility to leverage the sponsor’s interests in a portfolio of wind projects.
• Represented a subsidiary of a large independent power producer in connection with the US$613 million 144A financing of a portfolio of wind projects located in Idaho, Kansas, Michigan, Oregon and Texas, with a total net capacity of 667 MW.

Select Energy Storage and Transmission Matters

• Represented the mandated lead arranger, agents, issuing banks and lenders in connection with a $72 million refinancing for an operating portfolio of behind-the-meter battery energy storage systems located in Southern California.
• Represented LUMA Energy, a consortium formed by Quanta Services and Canadian Utilities, as successful bidder to operate and maintain the electric transmission and distribution system of the Puerto Rico Electric Power Authority, and in ongoing contractual and operational matters.
• Represented a lender in connection with the $804 million project and back-leverage financing for an approximately 345 MW solar and 1,500 MW battery storage project located in Mojave, California.
• Represented the arrangers, agents, issuing banks, and lenders in connection with the landmark, first-of-its-kind project financing for the construction, development, expansion, and operation of an affiliated portfolio of behind-the-meter battery energy storage systems located at various large-load commercial, industrial and government host sites in Los Angeles and Orange Counties, California, which constitute one of the largest "virtual power plants" in operation.
• Represented a global energy storage developer, manufacturer and installer in its sale of an operational 100 MW standalone battery energy storage project, and its separate acquisition of two 125 MW standalone battery energy storage projects under development, all in Texas.
• Represented a US manufacturer on the acquisition of all of the transferable Investment Tax Credits generated from a 60 MW standalone battery energy storage project in Texas.
• Represented the sponsor and its affiliates in connection with a US$175 million tax-equity financing for a 39.95 MW portfolio of 193 fuel cell servers to be located in California, Connecticut, New Jersey, and New York.

Select Green/Sustainability-Linked Matters

• Counsel to the arrangers, sustainability coordinators, Green loan coordinators, agents, lenders and issuing banks in connection with syndicated, secured, sustainability-linked corporate credit facilities totaling US$821.5 million for the owner of one of the largest fleets of non-regulated renewable energy assets in the United States. The credit facilities consist of sustainability-linked revolving and working capital facilities as well as a Green term loan facility.
• Counsel to the arrangers, agents and sustainability coordinator on a US$1.5 billion, three year, secured, sustainability-linked working capital credit facility a global renewable energy sponsor. The credit facility, which features two ESG-related Key Performance Indicators with related covenants and price adjustments, will provide increased support for the sponsor’s global development platform of wind and solar generation, battery storage and electricity transmission projects.
• Represented the arranger, agent, Green loan coordinator, lenders and issuing banks in connection with a $900 million Green Loan Principles-aligned, secured multicurrency letter of credit facility established to support a global renewable energy sponsor's development of early-stage wind, solar, energy storage and transmission projects in North America, Latin America and Japan.
• Counsel to a lead arranger and lender in connection with a US$300 million senior secured Green Loan Principle revolving loan and letter of credit facility to finance the expansion of a sponsor's operational renewable project portfolio and accelerate the commercialization of its development pipeline.
• Represented the arrangers, agents, issuing bank, and green loan coordinators in connection with a $500 million Green Loan Principles-aligned build-transfer project financing of a 200 MW wind farm in Illinois.
• Represented the arrangers, agents, issuing bank, and green loan coordinators in connection with a $510 million Green Loan Principles-aligned build-transfer project financing of a 300 MW solar project in Missouri.

Select Other Energy Matters

• Counsel to Cameco Corporation in its acquisition, with Brookfield Renewable Partners, of Westinghouse Electric Company, a leading global nuclear technology and fuels company, in a deal valued at approximately US$8 billion.
• Counsel to the issuing bank in connection with a US$200 million standby letter of credit and a new US$355 million documentary letter of credit facility financing the purchase of 150 MW of gas-fired power generation units by a global energy infrastructure company; the generators are to be installed under a larger Federal Emergency Management Agency (FEMA) initiative to supply temporary power generation to support Puerto Rico's grid stabilization and facilitate repair work on Puerto Rico's power system.
• Counsel to the sole arranger, administrative and collateral agent and an issuing bank in connection with the establishment and financial closing of a syndicated, uncommitted, secured letter of credit facility worth up to US$350 million in favor of a global integrated gas-to-power infrastructure company to support its LNG liquefaction, supply and shipping businesses, and its downstream facilities and logistics assets, in the United States, Puerto Rico, Jamaica, Mexico, Nicaragua, Ireland and other jurisdictions.
• Counsel to an international infrastructure investor in connection with their acquisition of the owner of a portfolio of land and lease rents, royalties and related receivables associated with utility scale wind and solar projects located in the United States.
• Counsel to Volta River Authority (Ghana) as offtaker and 10% equity owner in the development and project financing of the US$330 million development and project financing of the 330 MW combined cycle expansion of the Takoradi 2 power plant. In this role, we negotiated all project documents, including the PPA, Ghana government guarantee, services agreement, O&M agreement, site lease, shareholders agreement, equity subordinated loan agreement, equitable share mortgage and sponsor support agreement.
• Counsel to Angola LNG, Ltd., a project consortium including Sonangol, Chevron, BP and Total, in the US$8.5 billion development and construction of an integrated LNG project, including export facilities in offshore Angola and import and regasification facilities on the Gulf Coast of the United States.
• Counsel to the sponsor and its affiliates in connection with the Rule 144A/Regulation S offering of US$165 million of additional 10-year senior secured notes, and the solicitation of consents from holders of outstanding notes, in order to finance their expanded development of several power plants in Argentina.

Select Infrastructure Matters

• Represented a leading independent specialist infrastructure credit fund manager in connection with an $85 million credit facility for an affiliate of an industry-leading provider of end-to-end parking technology including electric vehicle (EV) charging station infrastructure.
• Counsel to a global semiconductor manufacturer on project development matters arising from its proposed US$4 billion investment in a new US manufacturing facility.
• Counsel to a private water utility in the negotiation of a US$1.2 billion, 20-year agreement to manage, operate and maintain a large municipal waste water system in the northeastern US. This privatization was designed to improve the system’s environmental performance and guarantee long-term cost savings to the owner.
• Counsel to a private water utility in its joint venture with a global private equity fund to operate and maintain a large municipal water and waste water system in the northeastern US under a 40-year concession contract. Lawyers on Steptoe’s project finance and infrastructure team advised on JV structuring, project contracts and financing aspects of the transaction, which was one of the first water and largest waste water concession deals completed in the US.
• Counsel to a leading financial investment advisory firm headquartered in New York City (together with several of its affiliates) in connection with the acquisition of a 32 billion cubic feet (Bcf) high-deliverability salt cavern storage facility in Mississippi, and the negotiation and establishment of a related seller-financed senior secured term loan facility, the proceeds of which were used to finance a portion of the total purchase price.
• Counsel to a European development finance institution as lender in the financing of a port facility expansion in Argentina.
• Counsel to the seller of a national Argentine broadcast network and major producer of Spanish-language video content.