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Morgan Lewis's Energy Transactions Practice combines extensive transactional and regulatory capabilities, global resources, and command of industry- and region-specific issues to efficiently advance our clients' interests in a broad array of matters. For more than four decades, our attorneys have been guiding clients in some of the industry's most complex and significant projects, mergers and acquisitions, power sales, regulatory issues, construction contracts, project financings, and related structured financings.
The firm has a history of representing domestic and international energy companies, public utilities (investor owned and government run), independent power producers and generators, financial institutions, financial and strategic investors, and power project developers. Legal teams assigned to each matter are often small, and are designed to focus on the transaction at hand, but can draw on the resources of the entire firm as needed. When appropriate, we assemble larger teams of lawyers to handle complex transactions. This flexibility provides clients the focused service necessary to complete transactions in a timely, cost-efficient manner.
Regulatory and Advisory Services
The Energy Transactions Practice has handled the following matters for clients:
- Fossil-fueled, renewable, and hydroelectric power project development (including peaking, base-load, and co-generation facilities)
- Development of onshore and offshore oil and gas fields, pipelines, and LNG projects
- Acquisitions and divestitures of fossil generation, transmission, and distribution assets
- Acquisitions and divestitures of nuclear generating assets
- Acquisitions and divestitures of producing properties, pipelines, and processing plants; LNG plants and terminals; and other upstream and midstream infrastructure
- Capital markets transactions for public gas and electric utilities
- Construction and permanent project financings, including traditional bank financings, 144A financings, sale-leaseback transactions, and synthetic leasing arrangements
- Crude oil and natural gas purchase, sale, exchange, and processing agreements; pipeline through-put agreements; and LNG sales contracts
- Long- and short-term power purchase and tolling agreements
- Fuel supply agreements, fuel management contracts, and power marketing arrangements
- Commodity transmission contracts
- Steam off-take arrangements and water supply contracts
- Procurement contracts and EPC contracts
Oil and Gas - We serve clients in acquisitions and dispositions, including oil- and gas-producing properties (including coal-bed methane and shale gas properties), large and small refineries, retail chains, petroleum product pipelines, crude oil pipelines, and gas pipelines. These transactions frequently involve a variety of related legal issues, such as FERC and state approvals of structures and rates, real estate, preferential purchase rights, consents, and other restrictions under joint operating agreements and other oil field contracts, environmental approvals, and special permit compliance.
Coal - We handle acquisitions and divestitures of coal-producing properties, as well as fuel supply agreements for coal-fired power projects.
Nuclear - We advise clients regarding the unique risks and liabilities associated with nuclear assets and the regulatory requirements that impact any transaction or financing involving NRC-licensed facilities, including both obtaining required regulatory approvals and the structuring mechanisms for future enforcement of remedies to comply with them.
Renewable Energy - As a leader in global wind energy development and finance, we represent clients involved in all aspects of the wind energy industry, including wind energy development, debt and equity finance, and merger, acquisition, and corporate activity. Our completed projects have totaled more than 3,500 megawatts of capacity throughout the world. We have been active in the development, construction, financing, acquisition, and sale of geothermal and hydroelectric power projects in many U.S. states, including tax planning for the effective use of production tax credits.
LNG Transactions - We assist clients with LNG export and import projects, structuring of equity investments and financings, the complex regulatory approvals required, LNG sales contracts and terminal use agreements, and gas supply and off-take agreements.
Transmission - We combine our experience in transmission regulation, including open-access transmission matters and regional transmission organizations, with our development and siting background to represent a number of new major transmission upgrades and interstate projects.
Manufacturing - We handle project financing for manufacturing enterprises of many kinds, including chemical and petrochemical facilities.
Master Limited Partnerships - We served as counsel to one of the first master limited partnerships formed in the United States and regularly serve as counsel to several master limited partnerships serving the midstream market.
Mergers and Acquisitions - We represent clients in mergers, consolidations, and acquisitions involving novel issues of industry structure, antitrust, labor relations, and related business and regulatory matters. We have represented clients in major public company mergers as well as small single-asset acquisitions in virtually every niche of the energy industry.
Project Development - We represent domestic and international electric utilities to regularly negotiate power purchase agreements; contracts for fuel supply, construction, water supply, turbines, and equipment; and agreements for environmental insurance, interconnection, tolling, power sales, and transmissions for power projects. We represent integrated majors and independent oil and gas producers in field development projects (including offshore fabrication, installation, and pipelaying); plant EPC contracts and technology licenses; oil and gas purchases; sale and exchange contracts; and concessions, authorizations, and other approvals for oil and gas (including LNG) projects.
Restructuring (Including Retail Competition) - We combine practical understanding of the electric industry with experience in business and finance, antitrust, employment, and other relevant specialties to advise clients as they evaluate existing business structures and explore the advantages of new structures that may entail the divestiture or reorganization of assets. We assist clients in the retail industry with restructuring programs, advising on market participation rules and codes of conduct, including trading practice, affiliate relationships, and implementation of state restructuring plans.
Financing: Equity Investing - Our lawyers have represented numerous companies and institutional investors in acquiring equity and ownership interests in infrastructure projects and project sponsors, through domestic and international joint ventures, development agreements, joint operating agreements, leveraged leases, and stock acquisitions.
Financing: Secured Lending - We have represented clients in sophisticated project financings in which the loan or lease is secured by a facility's project revenues, output contracts, and/or limited sponsor support agreements. Our finance lawyers have structured and negotiated cutting-edge financing vehicles, including off-balance-sheet financings such as synthetic leases and oil and gas production payments, as well as traditional bank and bond financing transactions.
Financing: Securities Offerings - Our finance lawyers represent issuers and underwriters of securities offered in accordance with Rule 144A or registered with the SEC for energy and infrastructure projects.
Financing: Project Insurance - Our lawyers have experience with the international private insurance market in arranging credit enhancement and other facilities for projects, including "force majeure" and "liquidated damages" insurance. We counsel project sponsors and lenders on obtaining political risk insurance from multilateral and bilateral sources (including MIGA and OPIC) for inconvertibility/transfer risk coverage, expropriation risk, changes in law, and regulatory and political risk.
Taxation - Our tax lawyers regularly handle sophisticated tax planning for clients in the United States and overseas. We represent clients in structuring international joint ventures, domestic and cross-border mergers and acquisitions, international securitizations and multi-jurisdictional leasing transactions. We work with clients in international financings, as well as in designing various structures to achieve tax and accounting goals.