Our Energy and Infrastructure Finance Practice has more than four decades of experience in providing practical, thoughtful, and informed advice on some of the most complex and significant transactions in the energy sector. The practice combines transactional experience and industry and regional knowledge with the firm’s global resources in mergers and acquisitions, project development, project financing, and related structured financing.
Our clients benefit from our deep experience in managing and negotiating complex transactions in electric power, petroleum, natural gas, transportation, LNG, transmission, manufacturing, and renewable energy sources for projects throughout the United States and worldwide.
The Morgan Lewis Difference
Morgan Lewis Energy and Infrastructure Finance lawyers are at the forefront of the most complex and significant transactions in the energy industry because we have the industry knowledge and the scope of practice to understand our clients’ business. We strive to partner with our clients to achieve their business goals.
Our lawyers deliver a unique and powerful combination of regulatory and advisory skills, broad transactional experience and extensive industry knowledge in the execution of business and financing transactions across the full spectrum of the energy industry.
Our Experience
- Fossil-fueled, renewable and hydroelectric power project development (including peaking, base-load and cogeneration facilities)
- Acquisitions and divestitures of fossil generation, transmission and distribution assets
- Acquisitions and divestitures of nuclear generating assets
- Construction and permanent project financings, including traditional bank financings, 144A financings, sale-leaseback transactions and synthetic leasing arrangements
- Acquisition of pipelines and through-put agreements
- Long- and short-term power purchase and tolling agreements
- Fuel supply agreements, fuel management contracts and power marketing arrangements
- Commodity transmission contracts
- Steam offtake arrangements and water supply contracts
- Procurement contracts and EPC contracts
Industry Knowledge
Fossil Fuels (coal, gas, petroleum)
We serve clients in acquisitions and dispositions, including large and small refineries, retail chains, oil- and gas-producing properties, coal-producing properties, coalbed methane gas properties, petroleum product pipelines, crude oil pipelines and major gas pipelines. These transactions frequently involve a variety of legal issues outside of the normal process, such as FERC and state approvals of structures and rates, real estate, special rights of first refusal under joint operating agreements, environmental approval and special permit compliance.
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 grass roots LNG receiving stations in Canada, Mexico and the United States, including the complex regulatory approvals required.
Transmission
We combine our extensive experience in transmission regulation, including open access transmission matters and regional transmission organizations, with our development and siting expertise 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, cement, pulp and paper production, milk processing and steel production.
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.
Practice Experience
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 energy 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, as well as traditional bank and bond financing transactions.
Financing: Securities Offerings
Our finance lawyers represent issuers and underwriters of securities offerings in accordance with Rule 144A or that are 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 multijurisdictional leasing transactions. We work with clients in international financings, as well as in designing various structures to achieve tax and accounting goals.
Our Approach
A team of lawyers is assigned to each transaction to combine industry knowledge and regional experience with legal skills relevant to the transaction. Each team is generally headed by a lawyer with extensive experience in project development, finance, secured lending and/or securities offerings, as necessary for the transaction. Other team members are selected based on the nature and location of the transaction and the industry.
The teams are often small and are designed to focus on the transaction at hand, while drawing on other legal specialties within the firm as needed. When necessary, we can expand our teams of lawyers to accommodate transactions of any magnitude or complexity.
Drawing on the firm’s depth of experience in the energy industry, each team of lawyers handles every aspect of development, construction, federal and state regulatory compliance, environmental compliance, contracting and financing for multi-million- and multi-billion-dollar power projects.
Our Clients
The depth and reach of our Energy and Infrastructure Practice is reflected in the clients we serve. We represent clients across the full spectrum of the energy sector, including 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.