Wind Energy Show Sheet by Holland & Knight

Energy and Natural Resources (ENR)

WIND ENERGY  Holland & Knight has the range of experience and depth of knowledge required to advise clients focused on investing, developing, operating, expanding or otherwise protecting their interests in the wind energy industry.  We counsel and guide clients on all aspects of project development and operations, from initial siting and permitting; the negotiation of equipment supply, construction and power purchase agreements; and through project financing.  Our team of attorneys and government affairs professionals leverage their knowledge of the wind industry to advance our clients' interests before federal and state legislators and regulatory agencies, and in complex transactions with investors, suppliers, offtakers and others. The wind power industry has experienced substantial growth over the past decade with new on- and offshore capacity coming online throughout the United States. With renewable portfolio mandates, climate change policies and regulations, corporate sustainability initiatives, and the development of new and more cost-effective technology, the opportunity and demand for developing renewable and alternative energy sources has never been greater. Holland & Knight represents clients in all segments of the wind and renewable energy industry, from the development and financing of new wind energy assets to the transmission and sale of power. Our team has substantial experience representing clients in both onshore and offshore wind projects and transactions for facilities located throughout the United States. Our attorneys and professionals provide strategic advice and representation on regulatory, transactional and related matters and are knowledgeable in the following key areas:  wind energy project development, siting, permitting and tax incentive structuring  offshore wind project site leasing, regulatory compliance and development contracting  project construction and commercial contracting  purchase power agreements (PPAs) and virtual PPAs (VPPAs), offtake agreements, swaps and hedging agreements  renewable credits, carbon offsets and environmental attributes transactions  federal, state and local tax credits, grants and other financial incentives

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capital infusion and project finance structuring of project entities and joint ventures technology licensing mergers and acquisitions (M&A) and portfolio management transactions project development regulatory issues broad-based project management renewable and alternative energy transmission access and infrastructure at the state, regional and federal level real estate, entitlements, land use and environmental compliance

REPRESENTATIVE MATTERS Project Development and Acquisition  Represented the largest developer of offshore wind projects in the world on regulatory, permitting and commercial contracting issues related to the proposed development of numerous commercial-scale offshore wind generation projects in the US  Represented a major utility in connection with onshore and offshore wind power request for proposals (RFPs)  Represented a major public power authority on physical power and International Swaps and Derivatives Association (ISDA) transactions for wind power and attributes

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Advised the Long Island Power Authority on its RFP and PPA for a 90-megawatt (MW), deepwater offshore wind project (2017), and proposed development of a 140-MW offshore wind project (2002-2007) Advised an international wind power investor on project due diligence for large western U.S. sites Advised the developer of a suppliers' consortium for Virginia and North Carolina offshore wind projects Represented Native American tribes in the development of wind, geothermal and cogeneration projects Represented a developer regarding preliminary development of wind farms on tribal sites in Montana and South Dakota Represented an equity investor in the acquisition of a portfolio of nationwide utility-interconnected wind projects and behind-the-meter micro-turbine wind projects in California Advised a developer on wind tower projects on various tribal and federal sites in Arizona and California Represented an investor/purchaser utility on due diligence for the purchase of a proposed wind project in the entitlement phase, including advising on Bureau of Land Management (BLM) leasing requirements, U.S. Fish and Wildlife Service (FWS) eagle regulations and National Environmental Policy Act (NEPA) compliance Represented the sponsor in the negotiation of a long-term power purchase agreement for a utility-scale wind project in Maryland Represented a private equity group in the proposed acquisition of renewable energy asset portfolios, with projects located in California and the U.S. Southwest Represented a global major in the oil and gas space in connection with its intent to enter the offshore wind generation market (in the U.S. and other geographies) Represented a U.S. independent power producer in its acquisition of the Lake Benton wind project, a 106.5MW facility in Minnesota; the Storm Lake II wind project, 79.5-MW facility in Iowa; and a tax-based equity investment Represented various independent power producers in the acquisition or bids for more than 200 renewable energy power projects Represented a North American developer in the anticipated sale of a Texas-based wind portfolio, with an aggregate capacity in excess of 500 MW Represented parties involved in the development of a large-scale offshore wind project to be located off the coasts of several states of the U.S. Mid-Atlantic region Represented the sponsor in an auction by the Bureau of Ocean Energy Management (BOEM) in connection with offshore wind leases Represented global oil and gas company in the sale of a portfolio of operating wind projects in Texas Represented one of the largest developers of offshore wind projects in connection with aspects of the development of a large-scale offshore wind project to be located off the coast of Massachusetts Represented a global industrial in connection with large-scale North American acquisitions and divestitures of renewable power assets Represented a large U.S.-based independent power producer in connection with acquisitions of standalone renewables assets and portfolios of renewables assets.

Power Purchase Agreements (PPAs)  Represented the New York Power Authority (NYPA) in negotiating PPAs, swap arrangements and collateral documents relating to the transfer and trading in renewable energy credits (RECs) under the New York State Energy Research and Development Authority (NYSERDA) regulations  Represented a major utility in negotiating all PPAs and transmission documents for wind energy projects  Represented electric cooperatives in the negotiation of PPAs for the purchase of the output of large-scale wind projects and related regulatory approvals  Advised financial, commercial and other institutions in connection with the negotiation of PPAs and VPPAs for wind and other renewable generation

Energy and Natural Resources (ENR) Financing 

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Advised Oak Creek Energy Systems Inc. in the development, project finance and sale of the first two construction-ready stages of its Tres Mesas wind projects to funds managed by Goldman Sachs and Corporativo GBM (2015 IJGlobal Latin American Wind Deal of the Year) Served as counsel to the agents and lenders in connection with a secured, $380 million bridge loan and turbine equipment financing credit facility for a 999-MW wind energy project in Oklahoma Served as counsel to sponsor and affiliates in connection with a Section 4(a)(2) private placement of $150 million of senior secured notes and the establishment of related letter of credit and working capital facilities in connection with the financing of their continued ownership, operation and maintenance of a 256MW portfolio of seven wind and solar power generation projects located in five states Served as counsel to the sponsor, borrower and affiliates in connection with a $300 million senior secured Term Loan B credit facility to leverage sponsor's interest in a portfolio of wind power generation projects Served as counsel to the sponsor, issuer and affiliated project companies in connection with the project financing of a wind portfolio, comprising a $613 million Rule 144A/Regulation S note offering and the establishment of $141 million in letter of credit and working capital facilities to finance a power company's continued ownership, operation and maintenance of a portfolio of 13 wind projects located in six states and aggregating 667 MW in generation capacity Served as counsel to the sponsor, issuer and affiliated project companies in connection with a $400 million construction cost refinancing for sponsor's wind generation projects (aggregating 190 MW in generation capacity) located in Iowa and North Dakota Served as counsel to the lender, issuing bank and agent in connection with the establishment of a $70 million secured letter of credit facility established to support the sponsor's development of early stage renewable energy projects in the U.S. Served as counsel to the sponsor in connection with the disposition of all of its interests in a solar generation project under construction in Pecos County, Texas Served as counsel to the lender, issuing bank and agent in connection with the establishment of a $50 million secured letter of credit facility established to support the sponsor's development of early stage renewable energy projects in the U.S. and Canada Served as counsel to the sponsor, borrower and affiliates in connection with a $850 million senior secured holding company (holdco) Term Loan B credit facility to leverage sponsor's interest in a portfolio of 33 wind, solar and biomass generation projects and distributed electric generation in 15 states Represented Japanese, French, Dutch and Danish lenders and financing parties in connection with the proposed financing of the approximately $2.5 billion Cape Wind offshore wind project Served as counsel to the lenders, agents and issuing bank in connection with the increase and extension of secured letter of credit and holdco revolving credit facilities established to support sponsor's global development of renewable energy projects Represented developer/sponsor in connection with the acquisition and financing of a 160-MW wind project, 205-MW wind project and 173-MW wind project in Brazil Advised the sponsor on the acquisition and financing of 201 MW of renewable energy operating plants in Austria, Slovakia and the Czech Republic; the portfolios acquired included eight operating wind farms in Austria totaling 161 MW and operating solar sites in the Czech Republic and Slovakia totaling 40 MW Represented a developer in connection with the construction and financing of 846 MW of renewable energy projects located within the U.S. Represented an international company in the development and financing of offshore wind projects in North America and Australia Represented the lenders in connection with the financing of a portfolio of renewable energy projects to be located in Latin America, with an aggregate capacity in excess of 600 MW

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Represented a prominent U.S. independent power producer in the development and financing of a 235-MW wind project in Texas, including an approximately $300 million construction financing and a long-term tax equity investment in reliance on production tax credits Represented a prominent U.S. independent power producer in connection with the development and financing of a 120-MW wind project, including the negotiation of a production tax credit-based equity investment Represented a large independent power producer in connection with the tax equity financing of the 198-MW Bluestem Wind Energy Project in Beaver County, Oklahoma; the project's capacity is committed to a major technology company pursuant to a long-term PPA Served as counsel to tax equity investors in connection with a tax-equity financing for four wind generation projects Served as counsel to the sponsor and affiliated project companies in connection with a $250 million backleverage financing of sponsor's equity participation in a portfolio of five wind generation projects (aggregating 598 MW in generation capacity) located in Colorado, North Dakota and Minnesota, as well as a related transmission line located in Colorado Served as counsel to the sponsor and issuer in connection with a $280 million construction loan financing, and the subsequent $277 million tax-equity takeout financing and $39 million project-related letter of credit facility, for a 170-MW wind generation project located in Texas Served as counsel to the sponsor and issuer in connection with a $78 million tax-equity financing for two wind generation projects (aggregating 67 MW) located in California Served as counsel to tax equity investors in connection with a $325 million tax-equity financing for four wind generation projects (aggregating approximately 604 MW) located in Oregon, Iowa and Kansas Represented a major U.S. independent power producer in the development of a 170-MW wind project near Abilene, Texas, including a short-term construction loan and tax-based equity investment Represented the equity investor in the financing of a wind project in the Altamont Pass in California Acted as lead project counsel for nine wind energy project finance transactions in California Advised a client with respect to the finance/tax structuring for wind turbine projects developed in the U.S.

Transmission 

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Served as counsel to agents, arrangers and lenders in connection with the establishment of a senior secured construction loan and revolving credit facility to finance a portion of the development, construction, ownership and operation by a selected Texas transmission service provider of 234 miles of Competitive Renewable Energy Zones (CREZ)-situated transmission lines, a new collector substation and a new series compensation station in the Texas Panhandle, as well as a related senior secured holdco loan and letter of credit facility Served as counsel to a group of international infrastructure investors in its bid and negotiation of accompanying financing proposals for the acquisition of a transmission line in the U.S. Represented clients who are transmission owners and market participants in several regional transmission organizations (RTOs) and power pools Represented public power authorities in negotiating and administration of long-term high-voltage direct current (HVDC) transmission services agreements (300-660-MW facilities) Represented an electric utility in opposing regulatory assessments of large grid strengthening costs against an inter-RTO transmission facility Represented a public power authority requesting an IRS private letter ruling on its tax status of capital contributions to a transmission operator for system upgrades Represented ATN3 S.A. and its sponsor, Abengoa S.A., in connection with a proposed definitive financing for the construction and operation of the Machupicchu-Quencoro-Onocora-Tintaya transmission line project in Peru

Energy and Natural Resources (ENR)

Legislative/Regulatory  Advised clients on issues such as the Federal Energy Regulatory Commission (FERC) and RTO rules on interconnection of wind energy projects, as well as the New York Independent System Operator (NYISO) interconnection and installed capacity manual rules governing sale and purchase of products from wind energy-related projects  Represented clients in matters before numerous public service commissions and other state regulatory agencies  Represented several developers of offshore wind farms before the U.S. Department of the Interior (DOI) and BOEM regarding site leasing, the submission of required site assessment plans and construction and operation plans, and related development issues  Advised an international developer of floating offshore wind projects on regulatory risks associated with developing projects in several proposed states

Litigation  Prosecuted U.S. patent applications for wind energy technology and related applications, methods and design  Represented a utility transmission owner in admiralty claims litigation matters against vessels and marine contractors causing damage to undersea HVDC transmission cables  Represented a public power authority in the litigation and settlement of force majeure event claims relating to a 300-MW HVDC converter station fire and resulting casualties

CONTACT INFORMATION Mark C. Kalpin

J. Michael Cavanaugh

Partner | Boston, MA 617.305.2076 mark.kalpin@hklaw.com

Of Counsel | Washington, D.C. 202.828.5084 michael.cavanaugh@hklaw.com

Stephen J. Humes

Lara M. Rios

Partner | New York, NY 212.513.3473 steve.humes@hklaw.com

Partner Miami, FL | 305.789.7772 New York, NY | 212.513.3462 lara.rios@hklaw.com