Dickstein Shapiro provides legal services to clients in virtually every sector of the energy industry. The firm’s 30-plus transaction lawyers counsel on matters ranging from the acquisition, sale, financing, and structuring of energy companies and energy assets to drafting and negotiating contracts and obtaining government approvals for the development, construction, operation, and restructuring of energy and other infrastructure projects.
Mergers & Acquisitions
The firm represents clients in connection with the purchase and sale of energy facilities and companies in the United States and internationally, including equity and asset transactions, competitive auctions, privatizations and divestitures, and distressed asset dispositions and acquisitions. These transactions involve utility and non-utility electric generators, including natural gas, coal, oil-fired, hydro-electric, nuclear, wind, geothermal, wood-burners, waste coal, and waste-to-energy plants; natural gas pipeline, distribution, processing, and storage facilities; oil terminals and pipelines; LNG terminals and associated facilities; electric transmission lines; development projects for the foregoing facilities; and energy trading books, energy data vendors, and energy management systems. Dickstein Shapiro also represents clients in M&A transactions involving other types of infrastructure facilities, including desalination and water treatment plants. In the course of these representations, the firm has conducted extensive legal due diligence, designed transaction and ownership structures to minimize regulatory and tax consequences, prepared and negotiated all transaction documents, and helped to obtain all requisite governmental approvals.
Project Development
Dickstein Shapiro assists clients with all legal requirements for the development of energy and infrastructure projects, including power plants, electric transmission substations and power lines, natural gas and oil pipelines, natural gas storage fields, desalination and water treatment facilities, and LNG terminals, liquefaction plants, vaporization facilities, and storage tanks. The firm’s project development experience includes providing advice on business structures and tax strategies, identifying project risks and counseling on solutions, and negotiating and drafting contracts, leases, and other documents relating to a project so as to create a fully integrated, carefully tailored set of project documents. The firm represents clients in obtaining all regulatory and environmental approvals needed for the construction, operation, and ownership of such projects. The firm also assists clients with the development and administration of requests for proposals for project-related services and materials.
Financing
Dickstein Shapiro is experienced in financings related to energy projects and companies. This includes development stage financing, construction and project financing (of single projects as well as project portfolios), lease financings, back-leverage transactions, acquisition financing, and financings for liquidity and other purposes. The firm’s experience covers the complexities of both domestic and international financings, including working with multilateral lending institutions; managing political, regulatory, and currency risks; and understanding the requirements and limitations of different jurisdictions and legal and regulatory systems. Transactions have involved numerous sources of capital, such as commercial banks, institutional lenders (including term loan B transactions), private equity, tax-exempt bonds, and offerings under Rule 144A and in the public markets (including master limited partnerships and Canadian income trusts). Firm attorneys also have experience with financing and political risk insurance products from multilateral and bilateral lending organizations.
Energy-Related Agreements
Dickstein Shapiro assists clients with the drafting and negotiation of a wide variety of energy-related agreements. The firm represents marketers, generators, utilities, transporters, shippers, and large consumers in connection with contracts for the purchase and sale of electricity and natural gas, electric transmission service, natural gas storage and transportation, interconnection arrangements, and the supply and transportation of oil and coal, as well as commodity swaps, hedges, and other derivative transactions. The firm utilizes NAESB, EEI, and ISDA master agreements, as well as customized contracts, for these transactions. The firm helps to structure, draft, and respond to Request for Proposals (RFPs); serves as counsel for the auction of energy supplies and related rights; advises clients on the scope and effect of contractual obligations and consequences of nonperformance; and assists clients with the assignment or delegation of rights and obligations under existing agreements and drafting and implementing new back-to-back arrangements. The firm prepares and negotiates agreements for the operation, maintenance, administration, and management of energy and other infrastructure facilities, as well as contracts for design, engineering, procurement, and construction services for new facilities. Dickstein Shapiro assists clients in negotiating credit support arrangements for all of these transactions. The firm also negotiates releases of gas transportation rights; coordinates multiple releases across different pipelines; and assists marketers and traders with the purchase or sale of trading books. The firm also fully understands the effect of energy regulation on the performance of these contracts and advises clients both on the obligations involved and the methods to minimize regulatory compliance burdens.
Ownership Arrangements
The firm advises clients in all aspects of structuring the economic and governance arrangements among owners of energy projects and companies. This includes contractual arrangements (such as joint development agreements); the choice and structuring of project entities (such as limited liability companies, general and limited partnerships, and other entities); and the allocation of control, funding obligations, and economic rights, including preferred equity and rate of return flip arrangements often used by private equity and other financial investors. The firm has represented clients in matters involving co-developers, public-private partnerships, and private equity and other types of financial investors in all stages of the life cycle of energy projects and companies, from initial start-up through later stage capital raising to implementing exit and other monetization strategies. Dickstein Shapiro’s capabilities in this area also include advising on the regulatory and tax implications of such structures.
Regulatory Structuring & Approvals
Dickstein Shapiro offers regulatory experience to participants in the energy industry in structuring transactions to comply with, mitigate, or qualify for exemptions from federal and state utility regulation. The firm identifies and advises clients on the regulatory issues implicated by the ownership, operation, purchase, sale, or other transfer of energy companies and facilities. The firm also assists clients in obtaining the governmental approvals, exemptions, and other filings that may be needed to implement transactions or to construct and operate facilities under the Federal Power Act, the Natural Gas Act, the Public Utility Holding Company Act of 2005, and state utility and siting laws.
Taxes
Dickstein Shapiro has represented regulated utilities, independent generators, and other energy clients on a wide range of energy-related tax matters. This includes all of the tax issues that arise in connection with the purchase, sale, and financing of electric generating facilities, natural gas pipelines, “midstream” natural gas processing facilities, and natural gas storage and distribution facilities.