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Solar Energy

With more than 120 years of energy industry experience, Thompson & Knight offers market-leading and comprehensive capabilities in solar energy development, regulatory compliance,  finance, tax credits and incentives, and M&A, both in the United States and internationally.

Overview

With more than 120 years of energy industry experience, Thompson & Knight offers comprehensive capabilities in solar energy development, regulatory compliance, finance, tax credits and incentives, and M&A, including deep insights on the latest developments in the industry, from energy storage and behind-the-meter structures to energy hedges and corporate power purchase agreements (PPAs).

More than 85% of our attorneys work in energy, and our institutional knowledge and experience with virtually every type of energy resource and structure, allow us to offer our clients insights, protections, and creative solutions in solar that very few other firms can match. We have seen countless energy booms and busts, including in renewables and in multiple markets, and understand how to safeguard our clients’ interests in both good times and bad, whether it is dealing with negative pricing, negotiating merchant energy financings, or minimizing basis or day-ahead scheduling risks. With our decades of experience in renewables, we have state-of-the-art knowledge of the commercial and regulatory issues and focus on getting transactions closed and helping our clients succeed in their businesses.

The Firm’s experience includes:

  • Utility-scale and distributed solar generation
  • Energy storage
  • Behind-the-meter transactions
  • Entity structuring and formation
  • Solar lease agreements and acquisition of land rights for solar projects, including mineral rights or surface waivers
  • Eminent domain
  • Title
  • Environmental risk assessment and due diligence, including related to endangered and threatened species and wetlands
  • Environmental permitting and federal, state, and local regulatory compliance, including under USEPA, USACOE, and TCEQ jurisdiction
  • Power regulatory advice for solar projects, including FERC and ERCOT
  • Legislation and rulemaking, and PUC hearings for solar
  • Solar on tribal land and public lands
  • PPAs (utility, municipal, corporate, auction), hedges (physical, financial), and contracts for differences
  • Renewable energy credits and other environmental attributes
  • Interconnection studies and agreements
  • Storage agreements
  • Solar EPC and installation agreements
  • Panel supply agreements and module warranties
  • Operation and maintenance agreements
  • Optimization and monetization of tax credits; tax abatements or PILOTs; and other federal, state, and local tax benefits, including the investment tax credit (ITC) at both the developer and tax credit equity investor level
  • Flip partnership agreements and structures, sale lease-backs, and inverted leases
  • Development, construction, bridge, and term debt (including commercial bank, multilateral development bank, and ECAs) financing, and back-leverage financing
  • Equity offerings, private placements, and public offerings
  • Acquisitions, mergers, and sales of solar projects and companies, including auctions
  • Solar due diligence for investors
  • Joint ventures and partnerships
  • Commodity, interest rate, and currency risk management
  • Customs and tariff advice for solar

The Firm is honored to be ranked in Chambers USA 2019 among the top firms in Texas for Energy: State Regulatory & Litigation. The prestigious directory praises Thompson & Knight’s “strong record in contesting matters for a range of regional and international companies before entities such as the PUCT, the RRC, and ERCOT,” and quotes one client as stating: “They provide first-rate legal advice.”

Development

We help our clients at every stage of development. In early development, we bring strong skills in negotiating solar leases and land rights, including innovative royalty and securitization structures that we have learned on other energy resource types. We assist our clients with title, permitting, and environmental issues and help them solve difficult mineral rights obstacles. We have deep experience negotiating all classes of project documents and making them financeable, including interconnection agreements; engineering, procurement, and construction (EPC) contracts; panel supply agreements; administrative and operation and maintenance agreements; storage agreements; PPAs; corporate PPAs; contracts for differences; and energy hedges and swaps. We bring both U.S. and international cutting-edge knowledge on all aspects of the development of solar projects, including an understanding of key PPA issues (such as curtailment, basis, and imbalance risks), EPC contract issues (such as availability calculations and liability caps and sub-caps), and module warranty pitfalls. We have market-leading experience in negotiating and closing multiple phase projects with shared interconnection and facilities, behind-the-meter projects, and solar + battery storage projects.  Our Firm has unique expertise in navigating market rules, registration requirements, and other regulatory issues that are unique to behind-the-meter projects within ERCOT.

Finance

Our attorneys have helped sponsors finance billions of dollars of renewable energy projects in the United States and internationally, including tax equity financings; back leverage financings; and development, construction, bridge, and term debt financings with commercial banks, multilateral development banks, and export credit agencies (ECAs). On financings, we have deep experience protecting the interests of sponsors, lenders, and tax equity and understand each party’s needs and limits, which allows us to efficiently move to the middle to get deals closed. We know the approaches used by counterparties to reach deep-pocketed sponsors (i.e., turning non-recourse to recourse) and how to stop them. We know how to structure lock-box arrangements, intercreditor rights, and multiple currency transactions to provide lenders with the protections they need while providing flexibilities to sponsors to construct and operate their projects without constantly needing consents from lender parties. We also understand solar project construction and operation and work to ensure that the right covenant package is in place based on our client’s interests.

M&A

We routinely help our clients buy and sell their renewable projects at all stages of development and operation, both in the United States and internationally. In the United States, we have deep understandings of the structures and issues, whether a build-own-transfer structure, a milestone or royalty payment structure with unwind provisions for failure to develop, or an outright sale of equity interests or assets. We know the pitfalls and strategies around dealing with the Committee on Foreign Investment in the United States (CFIUS) issues and qualifying for the investment tax credit (ITC). We also help our clients buy and sell renewable energy companies, whether they are interested in entering or exiting a market, including on running an auction sales process or strategically bidding and marking-up a purchase agreement in such an auction.  In connection with such purchases and sales, because of our deep understanding of solar project documents, we offer highly evolved teams that cost-effectively identify risks and fatal flaws in an underlying project or renewable company, including off-market terms and problematic permitting, environmental issues, mineral rights, PPAs, or interconnection arrangements. Our attorneys also have deep experience helping our clients structure and negotiate joint venture agreements, transitional services, and development services agreements, including on roles and responsibilities and market compensation.

85%

More than 85 percent of the Firm’s attorneys have worked on energy industry matters

Deep bench, with experienced cross-practice and cross-border team

Experience

United States

  • Provided regulatory counseling, drafted, and negotiated PPA with developers for approximately 80 MW behind-the-meter solar facility at steel manufacturing site
  • Regulatory counseling and registration for customer-owned behind-the-meter solar project powering oil and gas operations
  • Advising the developer of a 305 MW solar photovoltaic (pv) project in Texas on the negotiation of a power purchase agreement and the sale of the project in an auction
  • Negotiated, on behalf of the sponsor, construction loan agreements in an aggregate amount of $20 million for two community solar projects located in Minnesota
  • Advised on the proposed purchase of a contracted 101 MW solar pv and battery storage development project located in Nevada, including review of the PPA
  • Negotiated, on behalf of the seller, the sale of a 255 MW solar pv project development located in Texas
  • Advised the developer of a 100 MW solar pv project in Texas on the negotiation of a power purchase agreement for the project
  • Represented a large Asian-based corporation with U.S. operations with respect to development of solar power generation facilities in the United States, including EPC contracts, co-development agreements, site leases and general development issues
  • Represented the developer of a 150 MW wind project development in North Dakota on the negotiation of a PPA for the project
  • Served as special Texas counsel for an Iowa-based renewable energy company in the $414 million project financing of its acquisition of a solar power project near San Antonio, Texas; provided expertise in energy transactions, finance, tax, environmental, governmental and regulatory issues, and real estate, and provided certain legal opinions to the lenders on behalf of the project
  • Advised a large publicly traded investor in connection with its tax equity investment in a 33.8 MW (AC) ground mounted solar photovoltaic generating facility in North Carolina and in its purchase of solar renewal energy certificates related thereto
  • Represented solar energy company in connection with sale of solar asset portfolio to a strategic buyer
  • Represented solar energy company in connection with sale of loan origination software to a strategic buyer
  • Represented U.K. sponsor in connection with capitalization of developer of solar power assets in the United States
  • Assisted clients with the preparation multiple forms for the acquisition of land rights for solar energy projects
  • Representing a business-to-business finance provider in the solar energy industry asserting claims against a competitor of conversion, tortious interference with contracts, and unjust enrichment as well as a declaratory judgment regarding the ownership of solar assets
  • Represented a large publicly traded investor in connection with its tax equity investment in a 33.8 MW (AC) ground mounted solar pv generating facility in North Carolina and in its purchase of solar renewable energy certificates related thereto
  • Represented a large publicly traded energy company in connection with its acquisition of a residential solar developer

International

  • Assisting Marubeni in the instrumentation of its solar projects in Mexico under the Power Industry Law
  • Assisting Grenerby Renovables (Spain) in the administration of a force majeure claim of a solar facility in the State of Guanajuato and regarding a Long Term Power Auction project
  • Assisted Electricité de France in regards to certain claims regarding the Wholesale Power Market operation of a solar facility in Mexico and negotiations before CENACE
  • Legal advisor to NEXT Energy for solar and wind projects in the States of Durango, Coahuila, Sonora, Aguascalientes, Baja California, and Nuevo León
  • Advised Afirme in project financing of 26MW solar farm in the State of Nuevo Leon for the supply of electricity for the Municipality of Monterrey, Nuevo Leon
  • Advising the sponsor on a $100 million project financing by a development bank and a Mexican multiple purpose financial company (sociedad financiera de objeto mútiple or SOFOM) of a 100 MW solar pv project located in Mexico
  • Advising the developer of 150 MW solar photovoltaic project in Mexico on the negotiation of a power purchase agreement and agreements related to the dispatch of energy into the Mexican electric system
  • Advised the sponsor on an $82 million project financing by the Inter-American Development Bank of six solar projects in Uruguay totaling in excess of 70 MW, including the negotiation of the EPC and O&M contracts
  • Advised the sponsor on the project financing of a 40 MW solar photovoltaic project located in Chile
  • Represented a Spanish solar company in the execution of due diligence for several solar projects in Mexico and the closing of co-development agreements as needed to participate in the Second Long-Term Power Auction
  • Represented Eosol Energy in its $134 million sale of a 90% stake in two solar power projects in the State of Durango, Mexico representing approximately 251 MW of nominal capacity
  • Represented Canadian Solar in defending its interconnection rights before the Mexican National Center of Energy Control
    Representing Pattern Energy in its potential purchase of a renewable energy company in Mexico, including negotiation of the purchase and sale agreement and evaluation of a half dozen solar and wind projects as well as analysis of the related “grandfathered” PPAs
  • Represented Cox Energy in the acquisition of a solar photovoltaic portfolio in Mexico, and are currently representing the company regarding its operations in Mexico, including on regulatory and power auction issues
  • Representation of Fisterra Energy in the development of numerous power projects in Mexico, including solar pv, wind, and combined-cycle, natural gas-fired power projects; work included advice on importing power into Mexico and negotiation of PPAs as well as regulatory issues relating to Mexico’s 2013 energy reform and power auctions
  • Represented a developer in negotiating joint ventures for the development of more than 500 MW of solar energy projects in Mexico

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