Richard E. Thompson II

Managing Principal
Email: rethompson@mercerthompson.com
Direct Dial: 404.577.4204
Fax: 404.577.4206
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Professional Experience

Mercer Thompson LLC, June 2009-present
- Founding Principal and Managing Principal
Troutman Sanders LLP
- Partner, January 2001-June 2009
- Chairman, International Practice Group, March 2001- June 2009
- Resident in New York City Office, May 2005- July 2007
- Associate, August 1995- December 2000

Honors

Chambers USA 2009, 2010 – Selected as top attorney with Energy Industry focus
Selected as One of Top Twenty Attorneys in Atlanta Under Age 40, Fulton County Daily Report (2004)
Selected as a Georgia Rising Star “Super Lawyer” for Energy & Natural Resources and Projects by Atlanta Magazine (2005, 2006, 2007, 2008, 2009, 2010)
Lead EPC Counsel for Project that won Project Finance Magazine’s “2008 Portfolio Project Deal of the Year” Award
Lead EPC Counsel for Project that won First-Runner-Up for Pennwell’s “2007 Project of the Year” Award

Representative Transactions: For over fifteen years, Mr. Thompson has represented energy companies in their development, acquisition and sale, and ownership and operation of electric power projects on a worldwide basis (including in Europe, South America, Asia, Africa and the Middle East). His experience includes projects deriving electric energy from coal, gas, solar, wind and bio-mass energy sources. Sample transactions include:

Project Development Transactions

Renewable Energy and Transmission Projects

Counsel to private developer in connection with its development of a 500 mile overhead transmission line in the Western United States, responsible for all engineering, procurement and construction agreements. Project cost estimate exceeds $1 billion.
Counsel to international independent power producer in connection with its development of a 150 MW wind farm in Pennsylvania that will utilize GE turbines. Representation included negotiation and drafting of balance of plant and installation EPC contract and related documents.
Counsel to international independent power producer in connection with its development of a 150 MW wind farm in West Virginia that will utilize GE turbines. Representation included negotiation and drafting of balance of plant and installation EPC contract and related documents.
Counsel to independent power producer in connection with EPC work for its development of a 10 MW photovoltaic power plant in Dover Delaware. Representation includes drafting of EPC, O&M and related documents.
Lead EPC counsel to a major renewable energy company in connection with its development of a 280 MW concentrated-solar power facility in the Western United States. Representation included drafting of EPC contract and related documents.
Lead counsel to municipality in connection with all project development matters relating to the greenfield engineering, procurement and construction of a new photovoltaic solar-powered electric generation facility in San Diego.
Lead EPC counsel to independent power producer in connection with its proposed development of a 100MW wind farm in North Dakota.
Lead counsel to a Hawai’i-based developer in connection with project engineering, procurement and construction matters relating to the development of a 30MW eucalyptus wood-fired renewable power generation facility.
Lead counsel to a U.S.-based private developer in connection with all development matters for a 300 MW hydro-generation facility in State of Niger, Nigeria.

Traditional Power Generation Facilities

Lead counsel to independent power producer for all EPC and EPC-related contracts for the following projects, valued at over $1.3 billion, that collectively won Project Finance Magazine’s Portfolio Deal of the Year Award (2008):
- re-powering of two separate, existing brownfield steam powered generation facilities in Corpus Christi, Texas, via integration of a new large-frame 7-series gas turbines and HSRGs (for 2x1 configuration); and
- development of brownfield site gas-fired power plant utilizing two GE LMS100 turbines in Laredo, Texas.
Advice included all aspects of negotiation for the gas turbines (and subsequent assignment of same to EPC Contractor), as well as negotiation of an uniquely structured EPC Agreement that implemented an overall turnkey contracting approach to support non-recourse project financing, while appropriately allocating certain risks involved in the interfacing with existing facilities at the site. Representation also included long term services agreements for 7FAs, and long-term pooling arrangement for LMS100s
*Special Area of Significant Expertise: Lead counsel to over twenty different power companies in connection with their respective efforts to negotiate (or renegotiate) long term parts and/or maintenance services agreements (a.k.a. “CSAs” or “LTSAs”) for gas and steam turbines, with General Electric, Siemens, Mitsubishi and others. To date, Mr. Thompson has led a legal team that has advised on LTSA matters covering over 280 turbines worldwide, covering over seven billion dollars in aggregate value. This team has a reputation of being among the foremost legal advisors on gas and steam turbine LTSA matters in the country. [Click Here to Learn More About our LTSA Expertise]
Lead counsel to large municipality in connection with all project development matters relating to the engineering, procurement and construction of a greenfield gas-fired power plant, with four GE LM6000 gas turbines. Advice includes all aspects of negotiation for the gas turbines, balance of plant EPC Agreement and switchyard EPC Agreement. Structured contracts to implement an overall near-turnkey contracting approach.
Lead counsel to an international independent power producer in connection with negotiations to procure multiple gas-fired turbines for a project in Ankara, Turkey. Representation also included coverage of long term parts and super-core lease pool agreements.
Lead counsel for international independent power producer in connection with the negotiation of all documentation for a fixed-price, turn-key EPC Contract with Ansaldo Energia (Italy) for the greenfield engineering, procurement and construction of a 250 MW gas-fired power generation facility in Mejillones, Republic of Chile. Representation included all contract negotiations, contract implementation, claims management and "trouble-shooting" legal support. This facility has been fully constructed and is now in operation.
Lead counsel to municipal utility in connection with all project development matters relating to the greenfield engineering, procurement and construction of a new gas-fired simple-cycle peaking power generation facility (known as the Niland Facility). Advice included all aspects of negotiation for two gas turbines and related CEMS systems, as well as development of an RFP for, and negotiation of, an EPC Agreement for balance of plant equipment, implementing an overall multi-prime contracting approach designed to minimize risk to the developer. This facility has been fully constructed and is now in operation.
Lead counsel for large investor-owned utility in connection with the greenfield engineering, procurement and construction of a 400 MW gas-fired power generation facility in Port Westward, Oregon. This representation included the direct and separate negotiation of a purchase agreement with Mitsubishi for a G-series gas-turbine and related steam turbine and HRSG, with the subsequent negotiation of a turnkey EPC Agreement with (Black & Veatch) and a complex four-way assignment agreement, pursuant to which the EPC Contractor took responsibility for “wrapping” the power island equipment contract. This representation also included lead counsel in connection with the negotiation and execution of a long term parts and services agreement for the gas and steam turbines. This Project won First-Runner-Up for Pennwell’s Project of the Year Award, 2007.
Counsel for independent power producer in connection with the greenfield engineering, procurement and construction of a 650 MW gas-fired combined-cycle power generation facility in Kingman, Arizona. This transaction’s structure involved the assignment of a pre-existing turbine (GE 7FAs) contract to the project by the client’s joint-venture partner, with the subsequent negotiation of a full-wrap turnkey EPC Contract from the EPC Contractor (Black & Veatch). Representation included contract negotiations, through execution, as well as support of client’s contract implementation, including claims management and dispute resolution matters throughout all phases of construction and first year of operation. Advised client in connection with two major contractual amendments and multiple change order claims for delay and costs, all of which were resolved in favor of the client. This facility has been fully constructed and is now in operation.
Lead counsel to municipal utility in connection with all project development matters relating to the engineering, procurement and construction to repower an existing brownfield steam powered generation facility, via integration of a new large-frame gas turbine and HSRG. Advice included all aspects of negotiation for the gas turbine (and subsequent assignment of same to EPC Contractor), as well as development of an RFP for, and negotiation of, an uniquely structured EPC Agreement that will implement an overall turnkey contracting approach, while appropriately allocating certain risks involved in the interfacing with existing facilities at the site.
Counsel to international independent power producer on transaction involving complete development of multi-million dollar, 1046 kilometer, cross-Andean gas pipeline project in Chile and Argentina, including negotiation of turnkey EPC Agreement for the pipeline and separate, stand-alone Bulk Pipe Purchase Agreement that was subsequently assigned to and “wrapped” by the EPC Contractor (Techint E&C). This complex transaction involved coverage of legal issues in three different regional jurisdictions in two different countries, with co-equity ownership interests hailing from the United States, Belgium, Chile and Argentina. Representation included all contract negotiations, contract implementation, claims management and "trouble-shooting" legal support. This project has been fully constructed and is now in operation.
Lead counsel for international independent power producer in connection with the greenfield engineering, procurement and construction of an 837 MW gas-fired combined-cycle power generation facility in Zeeland, Michigan. This transaction took a “multi-prime” contractual approach, whereby the client separately contracted with the turbine vendor, so that the scope of work of the EPC Contractor (Burns & McDonnell) was limited to balance of plant and final testing. Mr. Thompson helped guide the client toward the development of a complex EPC contract structure that minimized intra-contractor risk gaps. Representation included all contract negotiations, contract implementation, claims management and "trouble-shooting" legal support. This facility has been fully constructed and is now in operation.
Lead counsel for international independent power producer in connection with the greenfield engineering, procurement and construction of a 309 MW gas-fired power generation facility in Neenah, Wisconsin. This transaction took a multi-prime approach, whereby the client separately contracted with the turbine vendor, so that the scope of work of the EPC Contractor (Burns & McDonnell) was limited to balance of plant and final testing. Mr. Thompson helped guide the client toward the development of a complex EPC contract structure that minimized intra-contractor risk gaps. Representation included all contract negotiations, contract implementation, claims management and "trouble-shooting" legal support. This facility has been fully constructed and is now in operation.
Lead counsel for international independent power producer in connection with the greenfield engineering, procurement and construction of a 538 MW gas-fired power generation facility in Brazos, Texas. This transaction took a multi-prime approach, whereby the client separately contracted with the turbine vendor, so that the scope of work of the EPC Contractor (Lockwood Greene) was limited to balance of plant and final testing. Mr. Thompson helped guide the client toward the development of a complex EPC contract structure that minimized intra-contractor risk gaps. Representation included all contract negotiations, contract implementation, claims management and "trouble-shooting" legal support. This facility has been fully constructed and is now in operation.
Lead counsel to international independent power producer in transactions involving the “bulk” purchase and sale of an aggregate of over $1.1 billion worth of power generation equipment, including gas turbines, steam turbines and HRSGs. These transactions were for facilities to be located throughout the United States and in Europe. Advice included development of master purchase agreements and project-specific agreements that addressed all general and specific legal and commercial issues, and that covered complex cross-border issues related to procurement from Japan and delivery issues into and within the European Union, as applicable. Counterparties included Siemens Westinghouse, General Electric, Mitsubishi, Mitsui and others.
Lead counsel to independent power producer and its affiliates in purchase of over $260,000,000 worth of power generation equipment from Mitsubishi and over $88,000,000 worth of power generation equipment from Toshiba.
Lead counsel to international independent power producer in connection with the greenfield engineering, procurement and construction of gas-fired power generation facility in San Severo, Italy and a gas-fired power generation facility in Portogruaro, Italy. Significant aspects of counseling included advice on structuring "open book pricing" aspects of contract, whereby both parties bore certain risks relating to cost-overruns and delays, depending upon particular circumstances. This approach was designed to lower the overall costs of the project without creating additional risks for the owner. After more than one year’s worth of negotiations, client sold project interests to a new third party developer prior to final execution of these documents.
Lead counsel for international independent power producer in connection with a transaction involving the planned greenfield engineering, procurement and construction of a power generation facility in Rio Bravo, Mexico. “Phase 1” documentation took the form of a complex 30 page term sheet with the Contractor (Fluor Daniel), including seven detailed attachments, with “Phase 2” to be negotiation of the full EPC Contract based upon the same. For economic reasons, the client withdrew from project prior to full implementation of “Phase 2.”
Lead counsel for an energy company in connection with planned greenfield engineering, procurement and construction of gas-fired power generation facilities in Shenhua, China and Meishan, China. Representation included development and negotiation of EPC Agreements and negotiations of several rounds of documentation; however, client ultimately discontinued development efforts prior to their final execution.
Team counsel to international independent power producer in connection with its efforts to develop a major industrial facility in the Republic of Croatia. Main counterparty to client in this transaction was the Government of Croatia. Counseling included legal negotiations, drafting, assistance and support for all of the various components and relationships of the client’s project, including engineering, procurement and construction agreements, co-ownership arrangements and government payment guarantees.

Acquisitions and Sales Transactions

Counsel to independent power producer in connection with its $300 million sale of power generation assets to a large regulated utility in Louisiana. Along with co-counsel, had lead responsibility for all M&A documentation, joint ownership agreement, O&M agreement and multiple other complex documents. [Click here to learn more about this transaction.]
Counsel to an independent power producer in connection with $406 million share purchase double-acquisition of a power project in Florida and a power project in North Carolina. Teamed with another partner to handle responsibility for drafting, negotiating and implementing multiple documents and instruments in connection with these transactions, in order to accelerate pace of transaction for client’s best interests.
Counsel to an independent power producer in connection with $206 million ownership interest purchase acquisition of a power project in Florida. Responsibility for drafting, negotiating and implementing multiple documents and instruments in connection with this transaction, including negotiation of complex work-out arrangement relating to maintenance agreements on project’s generating assets.
Lead counsel to international independent power producer on $30 million transaction involving client’s divestment of share ownership interest in a project-financed power plant project in Kladno, Czech Republic, as held through Dutch, Spanish and Czech holding companies. Lead responsibility for drafting, negotiating and implementing multiple documents and instruments in connection with transaction.
Counsel to international independent power producer in connection with its partnering with another major investor and jointly acquiring an ownership interest in a power project in the Czech Republic. Responsible, in cooperation with other team members, for drafting, negotiation and organization of all documents and instruments in connection with same. Documentation included share issuance and investment agreements, pledge agreements, escrow agreements, opinion letters, corporate documentation, shareholders agreements, etc.
Counsel to First Philippines Holding Corporation in connection with proposed multi-million dollar corporate acquisition of a controlling interest a toll road project development company and a water supply system project development company. Led due diligence team and provided advice to management regarding potential transactional pitfalls.
Team Counsel to international independent power producer on transaction involving $2.7 billion acquisition of Hong Kong-based, publicly-traded Bermuda corporation in the energy industry, with assets in China, Pakistan, Indonesia, The Philippines and Australia.
Corporate counsel to utility in transaction involving a client’s $60 million purchase of former Enron-owned retail gas business in Georgia out of bankruptcy, through §363 “stalking-horse” procedure.

Speeches and Publications: An internationally-recognized expert on the legal issues relating to long term turbine parts and maintenance agreements, and EPC and turbine agreements, Mr. Thompson has, by invitation, spoken on (one of) these topics at the following energy conferences:

501F User’s Group Annual Conference, Orlando, Florida (February 2010)
Power-Gen International Conference, Las Vegas (December 2009)
Power-Gen International Conference, New Orleans, Louisiana (December 2007)
Power-Gen International Conference, Las Vegas, Nevada (December 2005)
European O&M Conference, London, United Kingdom (October 2005)
ASME Turbo Expo Conference, Reno, Nevada (June 2005)
GE 7FA User’s Group Annual Conference, Atlanta, Georgia (May 2005)
Electric Power 2005 Conference, Chicago, Illinois (April 2005)
501F User’s Group Annual Conference, San Francisco, California (March 2005)
Power-Gen International Conference, Orlando, Florida (December 2004)
Canada Power, Toronto, Canada (October 2004)
Power-Gen Asia, Bangkok, Thailand (October 2004)
ASME Turbo Expo Conference, Vienna, Austria (June 2004)
GE 7FA User’s Group Annual Conference (May 2004)
ASME Energy Conference, Baltimore, Maryland (March 2004)
Electric Power 2004 Conference, Baltimore, Maryland (March 2004)
Power-Gen International Conference, Las Vegas, Nevada (December 2003)
GE 7FA User’s Group Annual Conference (May 2003)
ASME Turbo Expo Conference, Atlanta, Georgia (May 2003)
Electric Power 2003 Conference, Houston, Texas (March 2003)
Spanish Power & Gas Conference, Madrid, Spain (March 2003)

In addition, Mr. Thompson has authored the following articles:

Education

University of Florida (J.D., with honors, 1995) (with one semester at Rijksuniversiteit, Leiden, the Netherlands, involving intensive study of private international law); Law Review (Research Editor)
University of Virginia (B.A., Foreign Affairs, with distinction, 1992) (Concentration: Western European History, Politics, Foreign Policy and Languages)

Bar Admissions

State Bar of Georgia, United States of America

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