Jason B. Yost concentrates his practice on representing both regulated and non-regulated energy companies in all aspects of domestic and international project development and finance, including in their development, acquisition and sale, and ownership and operation of projects. He has extensive experience drafting and negotiating equipment procurement agreements (turbine and balance of plant), engineering, procurement and construction (EPC) agreements (lump sum turn-key and balance of plant), long term service agreements (LTSAs and CSAs), operation and maintenance (O&M) agreements and asset purchase and sale agreements (APAs), as well as finance documents for project finance transactions. His experience includes projects deriving electric energy from coal, gas, solar and wind energy sources. He has on-the-ground experience in Europe, North America, Asia and the Caribbean.
In addition, Mr. Yost represents business owners and privately-held, closely-held, and publicly-traded companies in general corporate matters, including mergers and acquisitions, joint ventures, partnerships and financing. Mr. Yost’s experience includes drafting and negotiating stock and asset purchase and sale agreements (for both buyers and sellers), letters of intent, shareholders’ agreements, joint venture agreements, LLC operating agreements, employment and confidentiality agreements.
- Partner, Mercer Thompson LLC, June 2009 to Present
- Partner, Troutman Sanders LLP, January 2009- June 2009
- Associate, Troutman Sanders LLP, 2000- January 2009
Project Construction Development
- Counsel to Panda Power Funds in connection with the engineering, procurement and construction contract for 750 MW CCGT Temple Generation Facility in Temple, Texas. This deal was recently named Project Finance International’s “Power Deal of the Year – Americas” for 2012.
- Counsel to Panda Power Funds in connection with the engineering, procurement and construction contract for 750 MW CCGT Sherman Generation Facility in Sherman, Texas.
- Counsel to Portland General Electric Company in connection with two (2) bids for the engineering, procurement and construction of a 200 MW power generation facility in Oregon. One bid utilizes GE LMS100 gas turbines and one bid utilizes Wärtsilä 18V50SG reciprocating engines.
- Counsel to The Imperial Irrigation District (California Water District) in connection with the engineering, procurement and construction related to a re-powering project to convert an existing STG to combined-cycle.
- Counsel to The Imperial Irrigation District (California Water District) in connection with the engineering, procurement and construction of 11-mile transmission line.
- Counsel to The Imperial Irrigation District (California Water District) in connection with the engineering, procurement and construction of substation bay.
- Co-counsel to Southern California Public Power Authority for BOP engineering, procurement and construction contract and for gas turbine procurement contract in connection with construction of a greenfield gas-fired power plant in Anaheim, California with four (4) GE LM6000 gas turbines.
- Counsel to Southern Power Company (unregulated subsidiary of Southern Company) for a gas turbine procurement contract in connection with construction of a greenfield gas-fired power plant in North Carolina with two (2) Siemens 501G gas turbines.
- Counsel to Georgia Power Company for a gas turbine procurement contract in connection with construction of a combined-cycle gas-fired power plant in Atlanta, Georgia with six (6) Mitsubishi 501G gas turbines.
- Co-counsel to Topaz Power Group, a subsidiary of the Riverstone/Carlyle Group, 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” in 2008. Contracts included 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 2×1 configuration); and development of brownfield site gas-fired power plant utilizing two GE LMS100 turbines in Laredo, Texas.
- Co-counsel to AES Corporation in connection with its development of a 150 MW turbine wind farm in Pennsylvania. Representation included negotiation and drafting of balance of plant and installation of EPC contract and related documents.
- Co-counsel for Portland General Electric Company for the greenfield engineering, procurement and construction of a 400 MW gas-fired power generation facility in Port Westward, Oregon. This Project won First-Runner-Up for Pennwell’s Project of the Year Award, 2007.
- Counsel to IPP in Mexico in connection with the negotiation of three (3) long term service agreements covering four (4) Siemens 501FD2 and two (2) Mitsubishi 501F gas turbines.
- Co-counsel for a Georgia-based IPP in connection with the brownfield engineering, procurement and construction of a 575 MW gas-fired power generation facility in Wyandotte, Michigan. Representation included all contract negotiations, contract implementation and claims and change order management.
- Co-counsel for a Georgia-based IPP 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. After more than one year’s worth of negotiations, upstream economic circumstances forced the client to sell the project interests to a third party developer prior to final execution of these documents.
- Counsel to Canadian IPP in connection with negotiation of long term service agreement (LTSA) for one GE 7FA unit for project in Ontario, Canada.
- Counsel to independent developer/owner in connection with operation and maintenance contract for a 20 MW biomass facility outside of Chicago, Illinois.
- Counsel to Irish-based developer acting as anchor shipper in negotiating precedent agreement with a transmission line developer in connection with reserving long-term transmission rights for 1,500 MW of transmission capacity.
- Counsel to regulated utility in Oregon in connection with re-negotiation of long term service agreement (LTSA) and performance upgrade of GE 7FA gas turbine.
- Counsel to multiple power companies (regulated and unregulated) in connection with the negotiation and implementation of long term parts and/or maintenance services agreements (a.k.a. “CSAs” or “LTSAs”) for gas and steam turbines. Mr. Yost has extensive experience across the table from General Electric, Siemens, Mitsubishi,PSM and the Wood Group for projects in the United States, Canada, Europe and Asia.
- Counsel to multiple energy companies in transactions involving the procurement of power generation equipment, including gas turbines, steam turbines and HRSGs and other plant items. Mr. Yost has negotiated master purchase agreements, project-specific agreements, supply contracts and other agreements that covered all legal and commercial issues, including complex cross-border supply issues.
- Co-counsel to unregulated utility affiliate in the development of an approximately 285MW integrated coal gasification combined-cycle facility in Orlando, Florida. Representation included negotiating all project documentation including EPC, O&M, Ownership and Services.
- Assistant counsel for Port Washington Generating Station LLC’s private placement of $155 million non-recourse Senior Notes to finance Unit 1 and $156 million non-recourse Senior Notes to finance Unit 2.
- Assistant counsel on $73 million note offering related to project financing of power project in Trinidad and Tobago.
Mergers and Acquisitions
- Counsel to an independent power producer in connection with a $206 million stock purchase agreement for a 680MW dual-fueled simple-cycle generating plant in Cocoa, Florida.
- Counsel to unregulated utility affiliate in connection with an equity purchase and sale agreement for the sale of an undivided ownership interest in two 615MW supercritical pulverized coal generating units in Wisconsin.
- Co-counsel to Louisiana-based independent power producer on purchase and sale agreement in connection with its $350 million sale of power generation assets to a Louisiana-based regulated utility.
- Counsel to publicly-traded manufacturer of home and tabletop goods in the $14 million acquisition of the assets of a privately held competitor.
- Counsel to publicly-traded manufacturer of home and tabletop goods in the $48 million acquisition of the stock of a privately held competitor.
- Counsel to publicly-traded information technology company in a $46 million reverse merger with a privately-held company.
- Counsel to Danish-based privately-held company in the $200 million acquisition of the stock of a U.S.-based air conditioning manufacturer.
- Counsel to privately-held company in the $200 million acquisition of all of the assets of another privately-held company in the electronic manufacturing industry.
- Counsel to a U.S.-based paper supply company in connection with the acquistion of 100% of the assets of a U.K.-based competitor’s U.S. operations, vaued at $20 million.
- Counsel to a privately-held industrial waste management company in Tennessee in connection with the purchase of all of the equity interests in a Colorado-based competitor by way of a stock exchange.
- Counsel to privately-held company specializing in the preparation and sale of prepared meals to wholesale and retail operators in purchasing all of the assets of a privately-held competitor for $2 million in company stock and warrants.
- Counsel to Hong Kong-based privately-held plastics manufacturing company in connection with the purchase of all of the assets of a U.S.-based competitor’s plastics division for a total purchase price of $27 million.
Presentations and Publications
Mr. Yost has, by invitation, spoken at the following energy conferences:
- Power-Gen International Conference, Orlando (December 2012)
- 501F Users’ Group Conference, Tampa (March 2012)
- Power-Gen International Conference, Orlando (December 2010)
- 501F Users’ Group Conference, Orlando (February 2010)
- Power-Gen International Conference, Las Vegas (December 2009)
- Power-Gen Europe, Cologne, Germany (May 2009)
- Electric Power 2008 Conference, Baltimore (April 2008)
- ASME Turbo Expo Conference, Reno (June 2005)
- GE 7FA User’s Group Annual Conference, Atlanta (May 2005)
- Power-Gen International Conference, Orlando (December 2004)
- GE 7FA User’s Group Annual Conference, Atlanta (May 2004)
- Power-Gen International Conference, Las Vegas (December 2003)
- GE 7FA User’s Group Annual Conference, Atlanta (May 2003)
- Electric Power 2003 Conference, Houston (March 2003)
In addition, Mr. Yost has authored the following articles:
- Author, “What You Need to Know About Non-OEM LTSAs,” Combined-Cycle Journal, Spring 2011.
- Co-Author, “Your LTSA is Ending: What Should You Do?” Power Engineering Magazine, December 2010.
- Co-Author, Chapter 10: “Project Finance,” Construction Law Handbook, Aspen Publishers, 2009.
- Co-author, “Avoiding Pitfalls in Service Contracts,” Turbomachinery International Magazine (October 2004).
- Co-Author, “Avoiding the Pitfalls – Plant Servicing Contracts,” Power Engineering International Magazine (May 2004).
- Contributing author, “How to negotiate LTSAs Like a Pro,” Power Magazine (June 2004).
- Co-author, “LTSAs: Avoiding Costly Pitfalls,” International Power Generation Magazine (May 2004).
- Co-author, “Long Term Service Agreements: Top Ten Contractual Pitfalls and How to Avoid Them,” Power Engineering Magazine (February 2003).