Renewable Energy

Lawyers in Orrick, Herrington & Sutcliffe LLP's renewable energy practice represent developers, lenders and investors in the wind, solar, geothermal, waste-to-energy, ethanol, fuel cell and other clean energy technology sectors. In particular, Orrick has a long-standing commitment to the wind power sector. In the 1980s, Orrick lawyers advised on the first-ever institutionally financed wind development: a 160 MW project in California. Since then, Orrick has worked with many of the early movers in the wind power industry in the United States, Europe and Japan. For example, Orrick was counsel to the sponsor of two projects in Spain that were recognized as the "European Renewables Deal of the Year" for 2003 by Project Finance.  

The firm's Renewable Energy Group comprises more than 30 lawyers located across the firm's U.S. offices, as well as in London, Milan, Paris and Tokyo. Collectively, the group provides advice under U.S., English, European Union, French, German, Italian and Japanese law. Our lawyers have significant experience in the development and financing of renewable projects all over the world, and they routinely draw upon the experience of members of the firm's securitization, real estate, bankruptcy, regulatory, environmental and litigation practices when handling such matters.

Orrick's work in the renewable energy sector is an extension of its abilities in the energy industry worldwide, which have been recognized in numerous publications. Orrick recently won the International Financial Law Review (IFLR) Americas Award for "Project Finance Team of the Year" for 2007. In addition, Orrick has been recognized among the leading law firms by Chambers USA: America's Leading Lawyers for Business and Chambers Global: The World's Leading Lawyers for Business as well as TheLegal 500, and a number of our lawyers have advised on projects lauded as "Deals of the Year" in various industry publications such as Project Finance, International Financial Law Review, Asset Finance International and Trade Finance. As a result, clients call on us to handle their most important transactions.

This in-depth energy industry knowledge, together with Orrick's experience representing over 300 emerging companies worldwide, have given the firm an understanding of a range of issues that renewable energy and energy technology companies face involving financing, tax credits, transmission, commercializing of technologies, contracts, environmental regulations, manufacturing and construction. Orrick has particular skill in developing cutting-edge financing techniques for institutional lenders

Wind Power

Orrick's broad wind power experience has led the firm to help develop and become familiar with innovative finance solutions. These solutions include hybrid-financing structures drawing on securitization techniques and investment structures attractive to investors who are unfamiliar with wind energy projects.

For the last 25 years, Orrick has addressed every aspect of the wind business and has represented or sat across the table from nearly every player in the industry. Whether the issues relate to power contracts, transmission interconnection, government permitting and regulations, real estate, equipment supply and performance, construction, tax structuring, or debt and equity financing, Orrick lawyers bring a wealth of knowledge and experience.

Orrick also has been involved in the acquisition and repowering of existing projects that aggregate to a larger project for financing purposes. Today, significant buying and selling opportunities exist for wind power projects as numerous new players enter the market and existing participants shift their focus. New, higher-efficiency turbines, combined with tax and other financial incentives, make acquisition and repowering of projects, and development of new projects attractive.

Selected recent wind energy engagements include the representation of, among others:

• Babocock & Brown Limited in connection with the acquisition, consturction and financing of numerous wind projects, including Kumeyaay and Buena Vista (California); Bear Creek (Pennsylvania); Jersey Atlantic (New Jersey); GSG (Illinois); and Sweetwater 3 (Texas).
• The purchaser/borrower in a project finance loan. A portion of the loan was used to acquire a 205 MW wind project, with the remainder to be used to complete its construction. Contemporaneously with the closing of the financing and acquisition, two institutional investors committed equity to be funded when the project enters commercial operation, and four Washington utilities (two public utility districts and two electric cooperatives) executed long-term power purchase agreements (PPAs).
• Banco Sabadell, as agent and lender, in its first cross-border financing granted to a French sponsor, Société Française d'Eoliennes. The transaction involved a €65 million multitranche project financing for the construction of a 54 MW wind project in France.
  
• Eurus Energy America Corporation in a number of transactions, including:
  • As sponsor in the development and financing of the Crescent Ridge Wind Power Project in Illinois.
  • As sponsor in the development and financing of a 41 MW wind power facility in Oregon.
• EuroVento,  a joint venture between Tomen Power (Europe) B.V. and Terra Nova Energy Corp. as sponsor in a nonrecourse, term-loan financing of two 201 MW wind projects located in Asturias and Galicia, Spain. This transaction was recognized as the "European Renewables Deal of the Year" for 2003 by Project Finance.
• The AES Corporation in its $60 million acquisition of SeaWest Holdings Inc., a wind generation, operation and development company. Orrick also represented AES in its equity investment in US Windforce and its joint venture with EHN.
• Green Power Investment Corporation (GPI), a Japanese company, which was established with Orrick's assistance as an investment vehicle for wind energy projects in Japan and throughout the world. Orrick also represented GPI in an initial financing round with Giuliani Partners LLC and Sage Capital Global, both private equity fund investors, and in a second round financing with the prominent Japanese investors Mitsubishi Corporation, Sumitomo Trust Bank and Sumisho Leasing Company. The financing proceeds were used to acquire several hundred megawatts of potential wind energy project assets in Japan.
• Magellan WindPower in its sale of a 150 MW wind project in Mt. Storm, West Virginia, that is in late-state development.
• UPC Wind as sponsor in a $70 million construction/term debt financing of the 30 MW Kaheawa Wind Project in Hawaii.

Ethanol

Even before the recent surge in activity in the development of ethanol as an energy source, our lawyers advised on ethanol facility development and financing, including a joint venture in Alabama on behalf of Tomen Power Corporation. We are well-versed in the federal and state tax issues with respect to ethanol projects and the requirements for ethanol projects in the United States in the current market.

Orrick's Environmental Group is experienced in the environmental and permitting issues relating to individual ethanol facilities as well as with the regulatory issues driving ethanol production, and with the environmental regulatory issues affecting competing fuels and fuel additives.

Recent experience in the ethanol sector includes the representation of:

• CIT Capital USA Inc. and CIT Capital Securities LLC as the sole lead arranger and administrative agent in a $76.4 million senior and subordinated loan to Blue Flint Ethanol LLC, the developer of an ethanol plant in North Dakota with nameplate capacity of 50 million gallons of ethanol per year.

Solar Energy

One of the most exciting developments in the solar sector is that better technology is allowing the development of larger projects, thereby attracting institutional financing. Orrick's experience developing innovative financing techniques in the wind power sector has given it an edge in assisting clients in the development and construction of large-scale solar energy projects and assisting clients with reaching potential investors and financings sources.

Selected recent solar engagements include the representation of, among others:

• Solar Integrated Technologies (SIT), a designer, manufacturer, and installer of solar electric roofing products for commercial, industrial and mobile applications as sponsor/lessee, in a solar project lease financing by General Electric Energy Systems (GE) of an integrated solar roofing product manufactured by SIT and installed at multiple locations. The initial closing was valued at approximately $25 million; GE has a right of first refusal for the next $500 million of projects. Orrick also represented SIT, as borrower, in a $20 million revolving credit facility from General Electric Capital Corporation.
• Nanosolar, Inc., an early-stage company that manufactures cost-efficient solar panels, in all of its financing activities.
• Advent Solar, Inc., an early-stage photovoltaic cell and module manufacturing company, in all of its financing activities.

Waste-to-Energy

Orrick lawyers have been involved in the financing of waste-to-energy plants for many years, including acting as issuer's or underwriter's counsel in numerous waste-to-energy plant capital markets financings in the United States in recent years.

Other recent activities include acting as issuer's counsel in the capital markets financing of a waste-to-energy project in Birmingham, England.

Other projects in the waste-to-energy sector include advising:

• Bayerische Landesbank as lender in the $17.6 million construction and term loan financing of the Santa Cruz/Ox Mountain landfill gas-to-electricity facilities.
• Tecnoborgo S.p.A. and its private shareholder (the Italian subsidiary of Vivendi Environnement) in the €60 million financing for the Piacenza 11 MW waste-to-energy project. The project was the first project financing of a PPP in Italy.
• As bond counsel or other counsel role in virtually every biomass or alternative-fuel power project financed with tax-exempt bonds in California, totaling 16 projects using over $650 million in bonds.
• As bond or underwriter's counsel for financing tire-burning power plants in Connecticut and Nevada for Oxford Energy Company and waste-coal power plants in West Virginia.