Infocast’s Wind Power Finance & Investment, February 4-6, brings together the industry’s leading developers, investors, lenders, turbine suppliers, EPCs and attorneys to gain valuable insights into industry trends, receive market updates on the finance and investment landscape, and efficiently network with industry leaders.

Troutman Sanders Capital Projects & Infrastructure Section Leader, John Leonti will serve as an interviewer on the Fireside Chat – Wind 2020 and Beyond.

Wednesday, February 5, 2020, from 9:30 am – 10:15 am

The fireside chat will be a conversation discussing what the wind industry can take from 2019, and what to expect in the years to come.

Interviewer: John Leonti, Partner, Troutman Sanders

Interviewee: Tom Kiernan, CEO, American Wind Energy Association

Benefits:

1.Learn directly from the CEO of the American Wind Energy Association what trends to be on the lookout for in 2020 and the future.

2.Network with key players from the finance and investment community to connect and share information about upcoming projects and deal-making opportunities.

For more information or to register click here.

Infocast’s Projects & Money, January 14-16, brings together the project finance community to connect, share information about upcoming project opportunities, get the latest market intelligence on the trends in the markets and hear the best available perspectives on the financing and deal-making landscape.

Troutman Sanders Capital Projects & Infrastructure Section Leader, John Leonti will serve as a moderator on the panel listed below.

Panel Description

Tax Equity Perspectives

Thursday, January 16, 2020, from 9:30 am – 10:15 am

The panel will provide an update on the key trends in tax equity. The panelists will also discuss what the wind & solar industry can expect from tax equity during the rush to qualify projects for remaining tax credits. During the session, they will address issues such as:

  • How is the upcoming phase out renewable tax incentives driving current investment decisions? What is the availability of tax equity?
  • Tax equity’s view on the strategies and risks around qualification for remaining credits
  • How does tax equity get comfortable with C&I structures, hedged merchant projects and other emerging structures?
  • Tax equity’s perspectives on solar + storage, wind + storage and the emergence of wind + solar + storage

Moderator: John Leonti, Partner, Troutman Sanders

Panelists:

Gary Blitz: Co-Chief Executive Officer, AON M&A TRANSACTION SOLUTIONS

Rod Eckhardt: Partner, SEMINOLE EQUITY PARTNERS

Gary Kerr: Vice President of Analysis & Structuring, SOUTHERN POWER COMPANY

Benefits:

  1. Learn the latest trends and upcoming project opportunities in the project finance space.
  2. Network with key players from the project finance community to connect and share information about upcoming projects and deal-making opportunities.

For more information or to register

For a 15% discount, please use discount code: 200114

The U.S. News – Best Lawyers® “Best Law Firms” report has named Troutman Sanders LLP as the 2020 “Law Firm of the Year” in Energy Law. Only one law firm is awarded “Law Firm of the Year” in each nationally eligible practice area. Rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations, peer review from leading attorneys in the field, and review of relevant law firm data.

Troutman Sanders has counseled energy clients for nearly a century. Of the firm’s 650 attorneys nationwide, more than 100 practice in the energy sector, serving clients day-in and day-out across all facets of the regulatory, project finance, corporate, tax, environmental, and real estate needs of its clients, offering strategic business and legal counselling to guide clients through the unique and complex challenges that face the energy industry. 

“We are very proud to be recognized by U.S. News & World Report – Best Lawyers® as the top national firm for energy law,” said Amie Colby, a partner in the firm’s Energy practice and chair of its Regulatory and Finance Department. “The recognition highlights Troutman Sanders’ unrelenting commitment to provide the best client service to our energy clients and beyond.”

To read more, click here.

 

Infocast’s Mid-Atlantic Renewable Energy Summit, July 17-19, 2019, will bring policy-makers & regulators together with utilities, IPPs, developers of wind, solar & storage projects, investors, financiers and other industry stakeholders to examine the biggest PJM market challenges, navigate the complicated landscape, and take advantage of the vast opportunities for renewable energy in the market.

Troutman Sanders Capital Projects & Infrastructure Partner, Stuart Caplan, will serve as Summit Chair on July 18-19.

Troutman Sanders Capital Projects & Infrastructure Partners, Hayden Baker, Stuart Caplan and Andrew Schifrin will serve as moderators on the panels listed below.

Panel Description

The Capacity Market Changes & Their Impact on Renewable Energy Project Developments

Thursday, July 18, 2019, from 10:30 am – 11:30 am

The entire renewable energy development community in the Mid-Atlantic market is closely monitoring the continuing changes to market rules and how the capacity market reform is working itself out in 2019 and beyond. This session will analyze:

  • What changes might mean for new renewable projects
  • Wholesale level activity- rules on new projects from wholesale perspectives
  • How the continued development of renewables and RPS’ affect the wholesale market
  • How does the MOPR impact new projects?
  • Potential impacts of nuclear and coal subsidies on markets
  • Carbon pricing – zero emission credits

Moderator: Stuart Caplan, Partner, Troutman Sanders

Panelists:

Agustin Abalo, Director, M&A Origination, CYPRESS CREEK RENEWABLES

Jason Barker, Director, Wholesale Market Development, EXELON

Bruce Burcat, Executive Director, MID-ATLANTIC RENEWABLE ENERGY COALITION

Charles Koontz, Director, Transmission Strategy, CORONAL ENERGY LLC

Panel Description

The Rise of Corporate Renewable Energy – Opportunities & Challenges in the Mid-Atlantic Region

Thursday, July 18, 2019, from 3:50 pm – 4:35 pm

Corporations are exponentially procuring renewable energy all over the country. In the Mid-Atlantic region, there are a number of projects being planned. This session will discuss:

  • What and where the opportunities for C&I projects are within the region
  • Corporate renewable economics- do they make sense for this market?
  • How will PJM reconcile corporate demand for renewables with transmission issues?
  • Challenges- how to account for a supply/demand mismatch as it relates to the grid, land use, and regulations
  • Financing options & structures for C&I projects

Moderator: Andrew Schifrin, Partner, Troutman Sanders

Panelists:

R. Brent Alderfer, CEO, COMMUNITY ENERGY, INC.

Andrew Levitt, Senior Business Solution Architect, Applied Innovation, PJM INTERCONNECTION

Harry Singh, Vice President, GOLDMAN, SACHS & CO.

Kelly Snyder, Senior Origination Manager, East Region, EDP RENEWABLES NORTH AMERICA LLC

Panel Description

Offshore Wind- Opportunities & Challenges for the Region as Offshore Gains Traction

Thursday, July 19, 2019, from 11:45 am – 12:30 pm

The offshore wind sector continues to gain attention, especially on the east coast. PJM, with its prime location in the area generating most interest, is in a prime position to take a piece of the $300 billion estimated in potential investment to the national wind energy capacity.

  • Where are the biggest opportunities in Offshore Wind for the region?
  • How much potential capacity does offshore add to the mix and what will be its impact on the Mid-Atlantic market?
  • What approaches are being considered for integrating OSW and how do they consider project costs and schedules?
  • What are the challenges of coordinating OSW procurement within and between states?
  • How will the market wrestle with the economics of OSW?

Moderator: Hayden Baker, Partner, Troutman Sanders

Panelists:

James F. Bennett, Chief, Office of Renewable Energy Programs, BUREAU OF OCEAN ENERGY MANAGEMENT (BOEM)

Kris Ohleth, Senior Manager – Stakeholder Engagement – ØRSTED

Nancy Sopko, Co-Director, UNIVERSITY OF DELAWARE

Benefits

  1. Get the latest information about the business development outlook and what financial alternatives you can turn to in the market.
  2. Network with key players from the renewable energy community to connect and share information about upcoming projects and deal-making opportunities.

For more information or to register

For a 15% discount, please use discount code: 192335

Last week, New York legislators endorsed Governor Andrew Cuomo’s ambitious clean energy goals, adopting the Climate Leadership Community Protection Act that targets an aggressive expansion of on- and offshore wind development and the integration of solar and battery storage resources onto the electric grid.  When implemented, the new legislation will require the complete decarbonization of the State’s electric system by 2040, net-zero emissions by 2050 with the use of carbon offsets and includes nearer-term targets for solar, batteries and offshore wind.  Governor Cuomo is expected to sign the bill into law soon.

Expanding on Governor Cuomo’s previous clean energy goals, the new legislation sets targets of: 6 gigawatts of solar capacity by 2025, 3 gigawatts of energy storage by 2030 and 9 gigawatts of offshore wind by 2035.  The latter is by far the most ambitious target of any state in the country.

As interim steps, the law requires:

  • 2030: at least 70 percent of the State’s electricity be generated by renewables (defined broadly as hydroelectric, wind, solar and certain bio-mass resources), an increase from the previous 50 percent target;
  • 2040: the electric grid must operate with 100 percent zero-emission generation; and
  • 2050: cut all greenhouse gas emissions by 85 percent compared to 1990 levels and eliminate 85 percent of the State’s economywide emissions by 2050, the most stringent economywide carbon target in the country.[1]

The State already has relatively low-carbon generation compared to other states, thanks largely to four nuclear power plants and the largest hydroelectric fleet of any state in the Eastern Interconnection.[2]  In 2018, 5 percent of New York’s power was generated by solar and wind energy; but total emissions-free generation accounted for over 50 percent, with 32 percent nuclear and 22 percent hydropower.[3]  The remaining 41 percent was generated by natural-gas fired resources, largely downstate.[4]  However, with the planned retirement of Indian Point,[5] the State is expected to lose approximately 2,000 MW of nuclear generation capacity by 2021.  The other three upstate nuclear plants are also likely to retire, but not until 2030.[6]  As such, the State’s push to become a cleaner electric grid will be a challenge because these carbon-free MWhs will first need to be replaced before making incremental progress towards 100 percent carbon-free.

Also, with onshore wind development largely expected in Western New York, and load centers primarily downstate, a significant build-out of large-scale regional transmission lines will likely be required.[7]  Such transmission has historically been difficult for the state to plan, site and develop.[8]  Approximately 80 percent of the State’s over 11,000 circuit miles of bulk transmission lines entered service before 1980.[9]  Over the past two years, however, the State’s grid operator – the New York ISO – has selected three major transmission lines as part of two competitive public policy transmission solicitations following the New York Public Service Commission’s establishment of a Public Policy Transmission Need.[10]  Once complete, the projects will add the largest amount of free-flowing transmission capacity to the New York bulk power system in more than 30 years.[11]

A potential benefit of offshore wind – among others – is its proximity to New York City and Long Island.  According to an initial New York ISO assessment, the injection of up-to 2,400 MW of offshore wind downstate may be feasible considering a variety of additional injection points.[12]  Additional reviews and studies will be required given the increased State goals to identify impediments to increasing the offshore wind target.  Separately, NYSERDA is expected to announce the winners of its first offshore wind solicitation for up-to 800 megawatts of capacity soon.

New York has joined a growing list of states and other jurisdictions with 100 percent clean energy requirements, including: California, Nevada, Hawaii, Washington, New Mexico, Washington, D.C., and Puerto Rico,[13] though none as early as 2040.  Despite some early excitement at the federal level about the Green New Deal with the new U.S. Congress, new U.S. energy legislation is not expected in the near-term.  And at the federal agency level, the current U.S. Environmental Protection Agency is intent on weakening earlier attempts at clean energy and greenhouse gas reduction initiatives, including through its recent Affordable Clean Energy Rule.  With inaction at the federal level, it falls primarily to the states to advance clean energy and greenhouse gas measures.  When implemented, the Climate Leadership Community Protection Act will solidify New York as one of the leaders in clean energy policy.


[1] A 22-member Climate Action Council composed of heads of various New York state agencies, and members appointed by the Governor, the Senate, and the Assembly will create a scoping plan.  Every four years, the council will issue a comprehensive report on state greenhouse gas emissions and progress, and adjust its plan as needed.

[2] See The New York ISO Power Trends 2019, at: https://www.nyiso.com/documents/20142/2223020/2019-Power-Trends-Report.pdf/0e8d65ee-820c-a718-452c-6c59b2d4818b?t=1556800999122.

[3] Id.

[4] Id.

[5] Press Release: Entergy, NY Officials Agree on Indian Point Closure in 2020-2021, Entergy, Indian Point Energy Center (June 21, 2019), at: http://www.safesecurevital.com/entergy-ny-officials-agree-on-indian-point-closure-in-2020-2021/.

[6] See Order Adopting Clean Energy Standard, CASE 16-E-0270, Aug. 1, 2016, at: http://documents.dps.ny.gov/public/Common/ViewDoc.aspx?DocRefId=%7b44C5D5B8-14C3-4F32-8399-F5487D6D8FE8%7d.

[7] The New York ISO Power Trends 2019 at 19, 36 and 61-62. See also NYISO Interconnection Process (June 21, 2019), at: https://www.nyiso.com/interconnections.

[8] Id. at 18.

[9] Id.

[10] See Press Release: NYISO Board Selects Transmission Projects to Meet Public Policy Need, Apr. 8, 2019, at: https://www.nyiso.com/-/press-release-nyiso-board-selects-transmission-projects-to-meet-public-policy-need; and Press Release: NYISO Selects NextEra Transmission Project to Increase Access to Hydro Power, Oct. 2017, at: https://www.nyiso.com/documents/20142/3067023/NYISO-Selects-NextEra-Transmission-Project-to-Increase-Access-to-Hydro-Power.pdf/a23ec9bc-4d0d-6369-49cc-e4a897764eb4.

[11] New York ISO Power Trends 2019 at 60.

[12] NYISO, Offshore Wind Injection Assessment (Dec. 1, 2017), at: https://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=1&ved=2ahUKEwjFuuC5xoXjAhVIh-AKHcQBBK4QFjAAegQIAxAC&url=https%3A%2F%2Fwww.nyserda.ny.gov%2F-%2Fmedia%2FFiles%2FPublications%2FResearch%2FBiomass-Solar-Wind%2FMaster-Plan%2F17-25n-Offshore-Wind-Injection-Assessment.pdf&usg=AOvVaw07Px9LCSdSmLap0vj0seiC.

[13] Sierra Club, 100% Commitments in Cities, Counties, and States (June 25, 2019), at: https://www.sierraclub.org/ready-for-100/commitments.

The New York State Department of Environmental Conservation[1] (“NY DEC”), the state regulatory body charged with conserving, improving, and protecting New York’s natural resources and environment[2], has proposed a new rule aimed at curtailing New York’s nitrogen oxide (“NOx”) output.[3]

The United States Environmental Protection Agency, under the Clean Air Act, sets National Ambient Air Quality Standards (“NAAQS”) for harmful pollutants, including ozone.[4]   As of October 1, 2015, the eight-hour NAAQS for ozone is 0.070 ppm.[5]  Ozone comes in “good” and “bad” varieties.  “Bad” ozone is formed from a chemical reaction in which NOx is a main ingredient.[6] Continue Reading New York’s New Rule to Lower NOx Emission

New York Partner Justin Boose will serve as a panelist for an upcoming webinar, “Energy Storage Projects,” scheduled for Tuesday, May 21, at 1:00pm-EDT.

This CLE webinar will provide energy counsel guidance on effective methods in financing energy storage projects and overcoming regulatory compliance challenges in deal structures. The panel will discuss key compliance challenges impacting energy storage, effective deal structures for financing and mitigating risks, and key tax considerations in developing and financing energy storage projects. Click here to register.

Troutman Sanders Capital Projects & Infrastructure Partner, Justin Boose, will moderate a panel providing insight into Solar and Power markets during the Solar Power Finance and Investment Summit 2019 at The Omni La Costa Resort & Spa on March 19 – 21, 2019.

Continue Reading Troutman Sanders Partners to Present at Solar Power Finance and Investment Summit

In most M&A transactions, material adverse effects (MAE) clauses, are utilized in representations and warranties and closing conditions as a risk allocation tool and to narrow diligence issues. MAEs are rarely expected to be operative or used by one party to terminate a merger or acquisition agreement. One former colleague, an experienced M&A attorney, routinely waved away MAEs as largely irrelevant, saying, “I’ve never seen Bigfoot, and I’ve never seen an MAE,” emphasizing that we should save our dry powder for more important negotiated points.

However, the Delaware Court of Chancery recently found Bigfoot. In Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018), the Court held for the first time that a buyer properly terminated an acquisition agreement on the basis of an MAE and refused the seller’s request for specific performance of the merger agreement. In a one-page ruling on December 7, 2018, the Delaware Supreme Court affirmed the lower Court’s Akorn decision. In this article, we describe the background of Akorn, analyze the Court’s decision and provide some key takeaways for negotiating future M&A transactions under Delaware law.

Continue Reading Spotting Bigfoot: The Mythical MAE

On February 11, 2019, a group of seventeen Democrat United States Senators and Senator Bernie Sanders wrote a letter (the “2019 Letter”) to FERC Chairman Neil Chatterjee urging FERC to adopt a rule requiring Regional Transmission Organizations (“RTOs”) and Independent System Operators (“ISOs”) to open their markets to participation of aggregated distributed energy resources (“DERs”).

This 2019 Letter follows a previous, similar letter sent to then-Chairman Kevin McIntyre on May 23, 2018 by a group of most of the same Senators (the “2018 Letter”).  In April 2018, FERC held a technical conference to discuss the participation of DERs in markets operated by RTOs and ISOs, but as of this writing, has not taken any other action on the matter.

Both the 2018 Letter and the 2019 Letter referenced Order No. 841 from February 15, 2018, in which FERC required that RTOs and ISOs open their markets to participation by energy storage resources (see February 20, 2018 edition of the WER).  The Senators urged Chairman Chatterjee to adopt a similar rulemaking with regard to DERs, stating that such rulemaking would both improve the reliability and resilience of the bulk power systems and could also lower the costs for consumers.

The 2019 Letter can be found by following this link, and the 2018 Letter can be found here.