Willkie represents utilities, independent power producers (IPPs), investors, sponsors, developers, lenders and owners in all types of matters involving power and renewable generation assets and technology and is frequently engaged to help with their most complex and sophisticated transactional, commercial, regulatory and compliance needs. Willkie attorneys advise on projects globally, including in the United States, Europe, Latin America and the Caribbean. Our full-service team delivers results for our power and renewable energy clients by utilizing cross-sector practice groups and offices with deep legal and industry knowledge of power assets, including nuclear, gas-fired, combined-cycle, hydro, solar, wind, hydrogen, biomass, renewable natural gas and other alternative fuels. Willkie is at the forefront of engagements in energy storage and other emerging energy technology matters.
Our energy team recently organized the first renewable energy focused non-profit organization in Houston: the Renewable Energy Alliance – Houston (REAL). REAL’s other founders include EDF Renewables, Pattern Energy Group and Sunnova Energy. REAL will be the primary platform in Houston for renewable energy executives to network and exchange thought leadership and to grow the renewable energy industry in the Greater Houston area and beyond. One of our Houston partners currently serves on the Board of Directors and as the General Counsel of REAL. This pro bono work reflects our commitment to energy transition investments and the future of the energy industry.
Experience
Willkie’s energy lawyers understand regulatory risk in developed and developing markets and have experience addressing regulatory issues across agencies, industries, geographies, and products. Our team has extensive experience representing clients in many types of Federal Energy Regulatory Commission (FERC) regulatory and enforcement matters as well as before multiple state public utility commissions, regional transmission organizations, and independent system operators. We also have extensive experience with respect to regulatory proceedings concerning interstate natural gas pipeline regulations, conditions of service, rate-setting, capacity assignment and release, tariff modifications, rulemakings, and asset management requirements. Our team includes lawyers who have worked for the FERC and the CFTC, including prior Chairmen of both Commissions and others who are knowledgeable in all legal aspects of renewable energy, electricity regulation, and futures, options and swaps.
We routinely advise clients regarding the trading of environmental commodities, including renewable energy credits (RECs), renewable identification numbers (RINs) and carbon offsets, among others. Our attorneys also routinely counsel clients on U.S. and international climate change law and policy, development and implementation of green house gas (GHG) reduction programs and offsetting initiatives, as well as voluntary and mandatory disclosures and management strategy. We have assisted numerous clients in establishing carbon offset projects, carbon funds and emission trading businesses. One of our Washington, D.C. partners serves on the CFTC’s Climate-Related Market Risk Subcommittee of the Market Risk Advisory Committee, which recently released a report entitled “Managing Climate Risk in the U.S. Financial System,” the first-ever U.S. government report detailing the risks of climate change to the stability of the U.S. financial system.
Our Finance practice, which includes more than 60 lawyers, has advised a diverse group of lenders and borrowers on more than 50 major projects involving energy, infrastructure, and natural resources and has significant experience in international financings in the Americas, Europe, Africa and the Middle East. Our representations span the spectrum of types of financings of energy and infrastructure projects, including negotiating bridge facilities and construction or project financing for individual projects, reserve-based lending arrangements, and a range of VAT and working capital facilities, structuring and negotiating large and complex, multilevel financings involving portfolios of projects and mezzanine or back-leverage financing to holding companies. These financings have involved a broad array of borrowers and lenders, including international and domestic commercial banks, investment funds, insurance companies and other institutional investors, investment and merchant banking firms, multilateral development banks, export credit agencies, and other international financial institutions.
Our core Latin America Energy team has over 20 years of experience advising on energy and infrastructure projects and transactions in Latin America and the Caribbean. The team has extensive transactional experience advising on cross-border M&A, joint ventures, project finance and project development. Our geographic experience encompasses the entire Latin American and Caribbean region with significant experience in the Pacific Alliance Countries (Chile, Colombia, Mexico and Peru), Brazil and Central America.
The team combines the comprehensive, multidisciplinary capabilities and experience of Willkie’s energy practice with the deep cultural, political and linguistic insights, capabilities and experience of the Latin America Practice.
Working in close cooperation across offices in the United States and Europe, Willkie attorneys provide advice on significant M&A engagements and investments in power assets through all types of joint ventures and alternative transaction structures. Our teams represent buyers, sellers, special committees of boards, debt and equity investors, utilities, IPPs, developers and financial advisors, including both public and private companies across the spectrum of energy assets.
We help clients navigate new transaction structures and hedging instruments designed to facilitate capital flows needed to finance the transition to a low carbon economy. As part of our renewable energy and environmental commodities and derivatives practices, we regularly advise clients in structuring and documenting complex over-the-counter derivative products, virtual power purchase agreements, proxy generation and proxy revenue swaps, credit default swaps, cash flow swaps, total rate of return swaps along with interest rate, equity, commodity and currency swaps, and other hybrid instruments. We also advise on a wide range of regulatory issues related to derivative products, including insolvency issues.
We regularly advise clients regarding the regulatory characterization of new structures under the Commodity Exchange Act and Commodity Futures Trading Commission (CFTC) regulations. Willkie has extensive experience representing clients in regulatory and enforcement matters before the CFTC, the National Futures Association, and derivatives exchanges. In addition, our European regulatory practice advises on EU regulations such as MiFID II, EMIR, and REMIT.
We advise producers and buyers of commodities on a wide range of structured deals and in connection with risk management techniques to mitigate commodity price risk. Our team structures arrangements that can be used to reduce the exposure of project owners to commodity prices, including long-term purchase agreements, off-take agreements, tolling agreements, and physical and financial hedges, documented under a variety of industry standard master agreements, including the ISDA Master Agreement, the EEI Agreement and the NAESB Contract, as well as bespoke master agreements and long-form confirmations. We also have experience with energy and supply management agreements, as well as with asset and transportation optimization agreements, all of which implicate important regulatory and credit issues.
Our attorneys regularly advise on a wide range of project development matters, ranging from assisting clients with key commercial agreements and structuring arrangements to spearheading matters related to the construction, financing, and operation of projects. We represent developers, contractors, operators, off-takers, and other industry participants involved in project development, clients seeking to acquire development assets and lenders in their diligence of projects prior to providing financing. Our experience includes greenfield and brownfield projects, fuel supply and transportation issues, engineering, procurement and construction (EPC) and operations and maintenance (O&M) matters, and our team has expertise in negotiating off-take arrangements, analyzing and negotiating concession and investment agreements with host governments, environmental and other regulatory advice, and dispute resolution matters.