Project Finance, Infrastructure & Natural Resources

Morgan Lewis has deep ties to the electric power sector, with some client relationships dating back more than 100 years. Our current power industry clients include developers, public utilities, private equity and institutional investors, lenders, engineering and construction firms, and equipment manufacturers. Our global capabilities include project financings ranging from small-scale distributed solar and waste-to-energy projects to >1,000-megawatt combined cycle and nuclear generation facilities. We have represented clients in major public company mergers and acquisitions as well as all types of private company mergers and acquisitions ranging from small single-asset acquisitions to large portfolio acquisitions, with particular experience in tax-efficient structures. Our work includes:

• Conventional
• Nuclear Power
• Wind            
• Solar
• Hydro
• Waste-to-Energy
• Transmission
• Project Finance
• Utility Finance

Morgan Lewis has a global reputation in upstream and midstream oil and gas work, and in the development and financing of upstream and midstream projects, with a focus on LNG projects. We have worked on the financing of LNG liquefaction projects, pipelines, refineries, and petrochemical plants, among others. Our experience includes advising both borrowers and lenders (commercial lenders, insurance companies, investment banks, export credit agencies, multilateral lenders, development banks, and other financing institutions).

Morgan Lewis represents electric and gas utility systems on a variety of corporate and securities matters. We routinely advise both senior management and boards of directors of our utility clients on strategic objectives, restructuring options, significant contracts, risk assessment, public disclosure, and operational issues. In the securities area, we regularly represent more than a dozen electric utility holding company systems and their regulated subsidiaries in the issuance of senior secured and unsecured debt as well as equity securities in both registered offerings under the Securities Act and exempt transactions under Rule 144A, and also with respect to their reporting obligations under the Securities Exchange Act. We also act as designated underwriters’ counsel for a number of electric utility systems and have represented financial institutions in the sale of securities issued by electric utilities.

We have an industry-recognized practice in matters involving the development, project financing, and disposition of conventional power projects. The breadth of our work in this area includes representations from the independent power producer space to conventional large-scale utilities. We have worked on small- and large-scale projects involving a wide variety of technologies and arrangements—from contracted projects to merchant-based plants—in all major energy markets throughout the world. Our clients range from small developers to large institutional investors. We advise borrowers, project sponsors, and equity investors as well as lenders, and have played a lead legal role on high-profile power projects

Our experience in the domestic and international wind power industry includes representing developers, equipment manufacturers, investors, lenders, and off-takers. We advise on debt and equity financings and mergers, acquisitions, and other corporate transactions, and we assist with the legal aspects of wind turbine technology development, manufacturing, and sales. We work with wind sector clients on engineering, procurement, and construction (EPC) contracts; turbine purchase and sale agreements; installation contracts; warranty agreements; operations and maintenance agreements; power purchase contracts; and interconnection agreements. We also counsel on land use and acquisition matters, including wind park easements, ground leases, rights over federal and state lands, and transmission rights-of-way. We engage with local, state, and federal agencies to secure necessary permits and ensure compliance with environmental and land-use laws.

Morgan Lewis represents clients shaping the solar power industry—from developers of generation and transmission projects to equipment manufacturers, investors, lenders, and off-takers. We provide strategic counseling to solar energy project developers, assisting clients in the full range of project development and finance issues. We advise clients on power purchase agreements; equipment purchase and sale agreements; real estate and permitting (including federal lands and environmental compliance); transmission access; interconnection agreements; and all phases of debt and equity financing, tax structuring, and joint ventures. Our work with investors in utility-scale and distributed solar project portfolios includes customized diligence, comprehensive corporate advice, and negotiation of acquisitions and financing arrangements. We pride ourselves on creating new opportunities for our clients operating in the solar sector—in the United States and around the world.

We regularly assist clients with developing, financing, operating, and managing energy storage projects. We have advised on the development, financing, acquisition, and construction of numerous electric energy storage projects, including flow and lithium-ion battery storage, pumped-hydro storage, and behind-the-meter and in-front-of-the-meter energy storage, as well as stand-alone energy storage and energy storage coupled with wind, solar, or gas-fired generation.

Morgan Lewis handles both new-build and upgrade projects in the refining and petrochemicals fields, including work on crude oil refineries and ammonia, methanol, polyethylene, polypropylene, and other plants. We draft and negotiate front end engineering design (FEED) contracts; engineering, procurement, and construction (EPC) contracts; engineering, procurement, and construction management (EPCM) contracts; as well as technology licenses, feedstock contracts, and product sales agreements. We also handle project structuring, land use, and environmental and other permitting. In addition to handling permitting work during construction, our environmental practice advises on enforcement actions and many other issues connected with these plants during operation. Our labor and employment practice has experience with US Occupational Safety and Health Administration (OSHA) issues as well as with unions, collective bargaining, and related matters. We also assist with buying and selling interests in all of these types of projects

Our lawyers have extensive experience representing all facets of the development of energy and infrastructure projects, which encompass the full range from greenfield and brownfield development to expansion of existing facilities at an operating plant or refinery. Our development activities include representing sponsors, investors, off-takers or owners of capacity, fuel suppliers, and contractors for both onshore and offshore projects. We are particularly active in the development of US and global renewable projects (including solar and wind) as well as traditional electric power generating projects, refineries, and LNG liquefaction and regasification projects.

Morgan Lewis’s restructuring work spans many different client constituencies and involves a wide range of assignments. We represent insurers; institutional investors; high-yield and distressed debt investors; creditors’ committees; banks; mutual, hedge, and private equity funds; indenture trustees; sureties; developers and landlords; governments; and international agencies in some of the largest and most complex domestic and international workouts, restructurings, and bankruptcies. Our lawyers work with our clients to analyze every restructuring situation and execute the optimal course of action.

Morgan Lewis helps both developers and investors maximize the benefits of federal tax incentives for all types of energy and infrastructure projects through tax equity financings. Our experience includes partnership flips, prepaid power purchase agreements, sale-leasebacks, and other vehicles for monetizing the tax benefits of energy and infrastructure projects.

We have handled numerous mergers, acquisitions, and divestitures for an array of energy and infrastructure projects throughout the world, at both the asset level and as part of larger corporate transactions. We have experience in auction and negotiated sales for both buyers and sellers, and have teams well-versed in both seller and purchaser due diligence for energy and infrastructure acquisitions and divestitures.