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Gas-Fired Power Projects

Gas-Fired Power Projects

a. M&A Transactions

  • Counsel to an independent power company (“IPP”) 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.
  • Team counsel to an IPP in connection with its $350 million sale of power generation assets to a large regulated utility in Louisiana.  This representation included lead responsibility for all M&A documentation, joint ownership agreement, O&M agreement and multiple other complex documents.
  • Counsel to the IPP subsidiary of an investor-owned utility in its acquisition of all of the equity interests of two project companies that owned, respectively, a 375 MW natural gas and fuel oil fired, combined-cycle power plant and an operating history of over ten years located in Minnesota, and certain contracts, permits and other site-related rights related to an in-development 345 MW natural gas-fired combined-cycle power plant expansion project.
  • Counsel to an IPP 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.

b. EPC and Related Transactions

  • Counsel to an IPP 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:
    • 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 service agreements for 7FAs, and long-term pooling arrangement for LMS100s.
  • Counsel to an IPP in connection with the structuring and negotiation of an EPC Agreement, Turbine Procurement Agreement (with General Electric for a 3x1x1 7HA.02 combined-cycle engineered equipment package) and hybrid Assignment Agreement for the development of a 1,875 MW greenfield gas-fired power plant in Guernsey, Ohio.
  • Counsel to an international IPP 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.  The firm 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.
  • 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.”
  • 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 an IPP in connection with the structuring and negotiation of an EPC Agreement and related arrangements for a 700 MW greenfield gas-fired power plant in New Jersey.
  • Counsel to an IPP 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.  The firm also advised the 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.
  • Counsel to a large investor-owned utility company in connection with the joint development with co-owners of a nominal 633 MW dual fuel combined cycle generating facility, including the negotiation and preparation of construction, co-ownership, operating, support services and power purchase agreements.
  • Counsel to an IPP in connection with the structuring and negotiation of an EPC Agreement, Turbine Procurement Agreement (with General Electric for a 1x1 7HA.02 combined-cycle engineered equipment package) and hybrid Assignment Agreement for the development of a 625 MW greenfield gas-fired power plant in Harrison County, West Virginia.
  • Team counsel to an 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.
  • Counsel to an international IPP 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.  Representation included the development of a complex EPC Contract structure that minimized intra-contractor risk gaps, as well as all contract negotiations, contract implementation, claims management and “trouble-shooting” legal support during construction.
  • Counsel to a 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. We also served as 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.
  • Counsel to an international IPP 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.  Representation included 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 during construction.
  • Counsel to an international IPP 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 during construction.
  • Counsel to a California municipality in connection with the greenfield development of the 200 MW Canyon Power Project in Anaheim, California.  Representation included all aspects of EPC for GE turbines, balance of plant agreement with Barton Malow and switchyard EPC agreement with ABB, Inc.
  • 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 a Jamaican IPP in the development of 190 MW gas-fired power generation facility located in Jamaica and supported client in project financing of project.
  • Counsel to a California municipality in connection with EPC Agreements for the construction of a combined-cycle gas-fired generation facility in El Centro, California, including negotiation of contracts with Siemens for SGT-800 and SST-600 turbines. 
  • Counsel to a 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 included 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.
  • Counsel to a 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 7-series 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 utility.
  • Counsel to a 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 with existing facilities at the site.
  • Counsel to an international 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.   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.
  • Counsel to an international IPP in connection with a transaction involving the planned greenfield engineering, procurement and construction of a power generation facility in Rio Bravo, Mexico.
  • 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.  
  • Team counsel to Southern California Public Power Authority for a BOP EPC 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.

c. Equipment Procurement Transactions

  • Counsel to an international IPP 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.
  • Counsel to an IPP in connection with the negotiation of a $1 billion framework agreement for the procurement of multiple GE 7HA gas turbines for deployment in multiple projects across the United States.
  • Counsel to a utility aggregation cooperative in connection with the structuring and negotiation of agreements to procure gas turbines, HRSGs and a steam turbine for a 1,000 MW gas-fired power plant in Maryland.
  • Counsel to an IPP for the 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.
  • Counsel to Southern Power 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.
  • Counsel to an international IPP 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.  

d. Long Term Service Agreements

  • Counsel to over thirty 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.  Mercer Thompson has advised on LTSA matters covering over 330 turbines worldwide, covering over eight billion dollars in aggregate value.  This team has a reputation as being among the foremost legal advisors on gas and steam turbine LTSA matters in the world.   [Click Here to Learn More About our LTSA Expertise]

e. Operation and Maintenance (O&M) Agreements

  • Counsel to an IPP in the negotiation of an operation maintenance agreement for its simple and combined cycle natural gas plant in Virginia (1,116MW).
  • Counsel to a utility in connection with the negotiation of an operation and maintenance agreement for a 600 MW gas-fired power project in Louisiana.
  • Counsel to an IPP in connection with the negotiation of an operation and maintenance agreement for a 548 MW gas-fired power project outside Little Rock, Arkansas.
  • Counsel to an IPP in connection with the negotiation of an operation and maintenance agreement for a 300 MW gas-fired power project in New Jersey.