Energy Transactions
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Crowell & Moring provides transactional services to clients in virtually every sector of the energy industry. The firm's 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, ownership, 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 U.S. 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, hydroelectric, wind, geothermal, solar, bio-mass, 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; and energy trading books, energy data vendors, and energy management systems. Crowell & Moring 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 been instrumental in obtaining all requisite governmental approvals.

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Project Development

Our lawyers assist clients with all legal requirements for the development of energy and other 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, 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 and mitigating project risks, and negotiating and drafting contracts, leases, and other documents relating to a project to create a fully integrated, carefully tailored set of financeable project documents. The firm represents clients in obtaining all regulatory approvals, including environmental approvals, needed for the development, 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.

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Financing

We are experienced in financings related to energy and other infrastructure projects and companies. This includes development stage financing, non-recourse project financing (of single projects as well as project portfolios), lease financings, back-leverage transactions, acquisition financing, and financings for liquidity and other purposes. Transactions have involved numerous sources of capital, such as from commercial banks, institutional lenders (including term loan B transactions), private equity, tax-exempt bonds, and offerings under Rule 144A.

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Energy-Related Agreements

Crowell & Moring assists clients with the drafting and negotiation of a wide variety of energy-related agreements. The firm represents developers, 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 also prepares and negotiates contracts for design, equipment supply and engineering, procurement and construction services for all types of energy and other infrastructure facilities, as well as operation, maintenance, administration, ownership, and management agreements for such facilities. 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 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.

Energy Purchases & Sales: Other Offtake Agreements

Firm attorneys assist purchasers and sellers of energy by drafting and negotiating contracts; helping to structure, draft, and respond to RFPs; and obtaining all related regulatory approvals. We have also negotiated and drafted numerous offtake agreements for water and wastewater facilities. The firm also assists power marketers in regulatory and contractual matters.

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Construction & Operating Agreements

Our attorneys assist clients with drafting and negotiating operating and maintenance agreements, equipment procurement agreements, and contracts for the engineering, design, procurement, and construction of energy and other infrastructure facilities.

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Ownership Arrangements

The firm advises clients in all aspects of structuring the economic and governance arrangements among owners of energy and other infrastructure projects and companies. This includes contractual arrangements (such as joint venture 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 and other infrastructure projects and companies, from initial start-up through later stage capital raising to implementing exit and other monetization strategies. Our lawyers' capabilities in this area also include advising on the regulatory and tax implications of such structures.

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Regulatory Structuring & Approvals

We offer 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 is instrumental in helping clients obtain the governmental approvals, exemptions, and other filings necessary to implement transactions or to construct, own 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.

Related Practices

Crowell & Moring offers all the legal practices needed to support the efficient and effective execution of energy transactions, including tax, environmental, government contracts, real estate, bankruptcy, labor and employment, intellectual property, and employee benefits.