Structuring Solar Development Financing, Leasing and Operating Agreements for Commercial Properties

Transcription

1 Presenting a live 90-minute webinar with interactive Q&A Structuring Solar Development Financing, Leasing and Operating Agreements for Commercial Properties Reducing Legal Risk and Maximizing Client Income Opportunities Through Strategic Use of Financing, Tax Incentives and Documentation THURSDAY, SEPTEMBER 18, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: Bruce A. Bedwell, Partner, Chapman & Cutler, Chicago Robert N. Freedman, Partner, Shearman & Sterling, New York Melanie J. Gnazzo, Partner, Chapman & Cutler, San Francisco The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions ed to registrants for additional information. If you have any questions, please contact Customer Service at ext. 10.

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5 Solar Development Financing, Leasing and Operating Agreements September 18,

6 Discussion Focus Review of tax incentives and benefits available for solar installations Financing structures and issues relevant to solar installations Project Contracts and related issues arising in connection with solar projects 6

7 Federal Tax Benefits Associated with Investments in Solar Energy Assets 7

8 Federal Tax Incentives Federal tax incentives for investments in solar energy generating equipment include: Investment Tax Credit Accelerated Depreciation (5 Year MACRS) Bonus Depreciation (expired at end of 2013) Grant in lieu of investment tax credit (also generally expired, except as to large scale projects in process) 8

9 Federal Tax Incentives (continued) Federal tax incentives are generally only available to the tax owner of the equipment Exception: ITC regulations authorize pass through election that transfers right to claim ITC (but not depreciation) to lessee if lessee would otherwise be eligible as owner Federal investment tax credits are not available if governmental or taxexempt entities are tax owners or lessees Also, no accelerated depreciation for equipment owned or leased to such entities 9

10 Tax Ownership vs Lease vs Service Contract Various factors are relevant to determining tax ownership IRS has published guidelines (Rev. Proc ) for distinguishing lease vs secured financing that are helpful in determining which party will be treated as owner/lessor vs lender/lessee Title does NOT control Factors considered generally focus on who has economic benefit of upside/who has economic burden of downside PPAs involving governmental or tax exempt energy purchasers (offtakers) generally must qualify as a service agreement and not as a lease or financing arrangement Tax Code (Section 7701) specifies factors for distinguishing a lease from an agreement to provide services Factors listed also focus on weighing who has economic benefits and burdens (similar to ownership tests) e.g. does service recipient or service provider control operations, bear risks of non-operation, reap benefits of cost savings, etc. 10

11 Investment Tax Credit Credit against federal income tax otherwise due based on eligible cost of qualifying assets x credit rate Credit rate varies from 10-30% depending on type of energy source, type of output (electricity vs heat) and date placed in service Solar = 30% for units placed in service by 12/31/16, drops to 10% thereafter Eligible project cost: includes only the cost of tangible personal property integral to the production or storage of solar energy Does not include costs for interconnection or distribution equipment or for most building or site improvements Cost can include development fees if reasonable and arm s length If parties elect to pass ITC on to lessee, then credit is geared off fair market value of leasehold interest, not cost At least 80% of components must be new 11

12 Investment Tax Credit (continued) Payment: Credit is claimed on first tax return filed after project is PIS Recapture: A pro rata portion of the ITC is required to be repaid if project is sold, project is leased to persons not eligible to claim credit (e.g. governmental or non-profit entities) or project ceases to be in service or qualify as specified energy property any time during first 5 years after PIS 12

13 Grant in Lieu of Tax Credit Applied to solar energy projects that were otherwise eligible for ITC Grant was claimed in lieu of tax credits Could not claim grant if owner was a pass through entity with ineligible persons as partners or members Right to claim grant could be passed through to lessee (so long as lessee is eligible) Amount of Grant was also 30% of eligible project cost (costs computed same as for ITC) Paid in cash shortly after project is PIS Right to payment can be assigned to lenders 13

14 Grant in Lieu of Tax Credit (continued) Construction had to commence before 2012 and project must be placed in service by 12/31/16 Recapture: A pro rata portion of the grant is required to be repaid if project is sold to persons not eligible to claim credit (e.g. governmental or non-profit entities) or ceases to be in service or qualify as specified energy property any time during first 5 years after PIS No recapture if project is transferred to another eligible owner or leased on a truelease basis to a tax-exempt or governmental entity 14

15 Depreciation/MACRS Eligible cost basis is reduced by half of any ITC (or grant) claimed So if ITC (or grant) is 30%, cost basis is reduced by 15% and remaining 85% is depreciated (deducted) using bonus depreciation up to max bonus rate MACRS (accelerated) depreciation allowed for remaining tax basis Recovery period is 5 years Rate of recovery is front-loaded rather than straight line 15

16 State Tax Benefits Associated with Investments in Solar Energy Assets 16

17 State Tax and Other Incentives There are also various state tax and other incentives that are applicable to the installation of new solar energy systems, including state tax credits, rebates and performance based incentives, as well as exemptions from sales taxes and property taxes for solar energy systems See, for example, the following sites for an overview of various state tax and environmental incentives:

18 Overview of Common Financing Structures and Issues Relevant to Solar Installations 18

19 Equity Financed Structures 19

20 Basic Lease Structure Operator/ Managing Member Investor/ Non- Managing Member 5% 95% Owner LLC (Lessor ) Off-Taker (Lessee) Owner LLC must qualify as tax owner of project assets (site lease, solar energy generating equipment, licenses, etc) So long as Operator and Investor are private, for profit entities and other criteria for tax incentives are met, available tax benefits are allocated to each member If lessee is a governmental entity or non-profit, project cannot claim ITC and MACRS depreciation 20

21 Basic Service Contract Structure Operator (Managing Member) 5% Owner LLC (Power Seller) Power 95% Investor (Non-Managing Member) $ Governmental User (Power Purchaser) Owner LLC must qualify as tax owner of project assets Tax benefits get allocated among members So long as power purchase agreement qualifies as a service contract, project now also qualifies for ITC and MACRS FMV puts/calls and purchase options may be used to convey ownership of residual interest in equipment to Operator or Governmental User Proceeds to Owner LLC may also include amounts received for sale of environmental attributes to local utilities (e.g. NJ SRECs) or subsidies from local utilities (CA solar initiative) 21

22 Partnership Flip Structure Operator (Managing Member) 1% flipping to 95% Owner LLC (Lessor or Power Seller) 99% flipping to 5% $ Power Tax Equity Investor (Non-Managing Member) Off-taker (Lessee or Purchaser) Owner LLC must qualify as tax owner of project assets Tax benefits get allocated among members but allocation percentages flip after certain point (typically after later of investor earning minimum return and expiration of recapture period) Parameters for flip structures involving wind projects and special allocations of tax credits were approved by the IRS (Rev. Proc ) and typically followed in solar projects as well Flip structure mimics economic effect of put/call. FMV puts/calls and purchase options may also be used to convey ownership of residual interest in equipment to Operator or Off-taker 22

23 Sale Leaseback Structure Developer/Operator 100% Investor (Lessor) Sale Periodic $ Lump $ Lease Project LLC (Lessee/Power Seller) Power $ Off-taker (Power Purchaser) Project LLC (or its parent) acquires site lease, arranges for construction of project and secures power purchaser Prior to PIS, project is sold to Lessor and leased back to Project LLC (typically a special purpose entity) Lessor /Investor entitled to tax credits and depreciation so long as it qualifies as tax owner of project assets, sale/leaseback occurs within 90 days of PIS and PPA qualifies as a service contract Lessee and/or Off-taker may have FMV purchase options 23

24 Lease Pass Through Structure Operator (Managing Member) 100% Owner LLC (Lessor) Lease Power 1% Tenant LLC (Lessee) 99% Tax Equity Investor (NonManaging Member) Off-taker $ Owner LLC owns all project assets, including site and energy generating equipment, but leases them to Tenant LLC for a term of years (typically 70-80% of life of project). TenantCo enters in PPA or sub-lease with Off-taker ITC can be passed through to Lessee by election; Owner LLC retains depreciation (based on 100% of cost) Tenant claims ITC based on FMV of leaseshold interest but includes 50% of ITC in income over 5 years; cash flow from off-taker generally applied to pay rent under Tenant Lease, pay operating expenses and preferred return to tax equity Project economics revert back to Owner LLC after Tenant Lease expires or via flip structure 24

25 Debt Financed Structures 25

26 Debt Financed Structures Construction Financing Typically done through bank financing or traditional private placement 144A structure causes potential negative arbitrage because of the need to fund the full amount at once Term Financing Financeable utility scale solar projects typically have long term power purchase agreements which permit a longer-term financing solution but mini-perm structures are still used Term financing structures include bank debt, traditional private placement and 144A 26

27 Debt Financed Structures (continued) Characteristics of a Construction Financing Project typically needs to be at notice to proceed stage--- meaning the principal project contracts needs to be executed with conditions to the effectiveness of those agreements satisfied; permits are final, non-appealable (except for ordinary course permits which can easily be issued later) Lenders fund periodically (often monthly) to pay construction costs For solar projects, lenders may accept unwrapped panel supply and balance of plant depending on the parties but wrapped or turnkey EPC s are often the norm Construction period funding involves continued involvement of an independent engineer who oversees the construction process for the lenders In addition to typical project-finance-type controls over amendments to material contracts, lenders often have rights over change orders and the Borrower is typically bound to a construction budget Failure to achieve completion and convert the loans from construction to term loans results in an event of default (completion typically defined as EPC and PPA completion with certain additional standard conditions precedent 27

28 Comparison of Bank, Private Placement and 144A 28

29 Representations & Warranties/Covenants/Events of Default/Redemptions Representations and Warranties Banks/4(2) Private Placement Included in either Credit Agreement (for bank deals) or the Note Purchase Agreement (for Private Placements). Purpose is to back up diligence on the asset and credit parties. Similar representations used for bank deals as for Private Placements. Representations & Warranties benefit the banks and note purchasers. 144A Included in the Underwriting Agreement and benefit the underwriters, not the noteholders. The noteholder protection for items that would otherwise be included in the Representations & Warranties is derived from the disclosure. Project related Representations in an underwriting agreement are typically similar to those seen in a Credit Agreement or Note Purchase Agreement, but in a bank/bond transaction, Representations may be different as between the Credit Agreement and the Underwriting Agreement. 29

30 Representations & Warranties/Covenants/Events of Default/Redemptions (continued) Covenants Banks/4(2) Private Placement Included in a Credit Agreement or Note Purchase Agreement. Typically provide tighter controls than in a 144A transaction because the Borrower/Issuer has the ability to approach the banks/noteholders for waivers, consents and amendments. Covenants between bank deals and Private Placements are typically similar. Bank lenders typically act through an administrative agent for waivers, consents and amendments Examples Indebtedness: Limited additional indebtedness without required lender approval; Expansion Capital Expenditures: May be limited without required lender approval; 144A Included in the Indenture. Typically provide the issuer with more flexibility than in a bank deal because of the difficulty in obtaining noteholder consent. Covenants are generally designed to not require noteholder action. Ratings affirmation may be used, and there may be increasaed, long term reliance on an Independent Engineer. Examples Indebtedness: Incurrence test may be used as well as rating affirmation; Expansion Capital Expenditures: May be approved and/or may be subject to ratings affirmation and Independent Engineer certifications; 30

31 Representations & Warranties/Covenants/Events of Default/Redemptions (continued) Covenants (continued) Banks/4(2) Private Placement Budget Delivery and Approval: Annual delivery to an administrative agent, and approval and compliance may also be required. Amendments to Material Agreements: While may be allowed subject to an MAE standard, lender approval may be required. 144A Budget Delivery and Approval: May not be required; Amendments to Material Agreements: May only be subject to a no MAE standard which may be certified by the Issuer. Events of Default Similar to covenants, place tighter controls than in a 144A transaction, including shorter cure periods and less flexibility to cure. Typically takes more than 50% to accelerate. Typically designed with greater flexibility for Issuers. Cure Periods, including for payment default, typically longer than in bank deals/private placements with greater emphasis on MAE exceptions. May take less than 50% to accelerate (such as 33%). 31

32 Representations & Warranties/Covenants/Events of Default/Redemptions (continued) Prepayments and Redemptions Banks/4(2) Private Placement Bank deals typically permit optional prepayment without penalty. Private placements typically permit optional redemptions with make-whole. Typical mandatory prepayments/redemption events include asset sales, casualty events and significant payment events under material project documents (i.e., performance liquidated damages, contract termination payments). 144A Typically permit optional redemption with a make-whole, and may also permit an equity claw in more high-yield type offerings. Redemption events may be structured as offers as opposed to mandatory redemptions. Threshold levels for redemptions may also be set higher than in a bank deal/private placement with more flexibility to reinvest proceeds without noteholder consent. 32

33 Collateral and Intercreditor Agreements 33

34 Collateral Arrangements Types of Property Personal property (equipment, contracts, permits, licenses, etc.) Investment property (equity interests in Project Company/subsidiaries and bank accounts) Real property (owned real property, leased real property, easements, rights of way, etc.) Purpose of Collateral Provide lenders/investors with rights access to Project and control over operation of Project Provide lenders/investors with rights to foreclose and exercise remedies against Project assets Ensure that third parties (such as unsecured creditors) do not have a senior claim over Project assets 34

35 Collateral Arrangements (Continued) Collateral Documentation Security/Pledge Agreement: generally used to create a security interest over assets of the Project consisting of personal property Account/Depositary Agreements: generally used to create a security interest over bank accounts and cash flow of the Project Mortgages: generally used to create a security interest over real property assets of the Project Direct Agreements: provides lenders/investors with direct rights against the Project Contract counterparties 35

36 Collateral Arrangements (Continued) Security/Pledge Agreements Collateral Definition All Assets except for Excluded Assets Excluded Assets: Equity interests in non-wholly owned subsidiaries and other excluded subsidiaries (i.e., foreign subsidiaries) Permits, Contracts, Leases, Licenses and other similar agreements that by their terms prohibit assignment and provide for termination in case of an assignment Permits, Concession Agreements, Licenses and other similar agreements to the extent assignment is prohibited by law Motor Vehicles and other assets that are subject to certificate of title laws Concession Assignments Equipment that is subject to a purchase money lien or capitalized lease Accounts Receivables pledged to energy managers or pursuant to other similar arrangements De Minimis Assets 36

37 Collateral Arrangements (Continued) Collateral specific to a particular debt tranche (i.e., Debt Service Reserve Account; Bond Proceeds Account) Other Assets Certain Covenants/Representations with respect to Collateral Provisions requiring granting of control over certain types of collateral (i.e., investment property) Delivery of instruments, certificates, etc., for purposes of perfection Letter of Credit Rights Consent to Assignments Remedies Trigger Standard for Exercise of Remedies (Default, Event of Default, etc.) Types of remedies: Right to receive any permitted dividends Right to directly collect Accounts Receivables and otherwise interact with Project Contract counterparties Right to foreclose and/or auction Collateral 37

38 Collateral Arrangements (Continued) Account/Depositary Agreements Key Purposes: Control application of cash flow of Project Provide for required reserves of Project (i.e., Debt Service Reserve, Major Maintenance Reserve, etc.) Control distributions/dividends/payments to Sponsors Provide mechanics for any applicable Excess Cash Flow Sweep Establishment of Accounts (Construction Account, Revenue Account, Operating Account, Insurance Proceeds/Repair Account, Debt Service Reserve Account, Debt Service Accounts, Major Maintenance Reserve Account, Liquidity Reserve Account, Asset Sale Account, Mandatory Prepayment Account, Distribution Account, Suspension Account, etc.) General Rule: All Project Revenue is deposited into Revenue Account and applied in accordance with Waterfall 38

39 Collateral Arrangements (Continued) Waterfall provides for periodic application of amounts on deposit in Revenue Account to Project s payment obligations General rule of order of application: O&M Expenses, Debt Service, Debt Service Reserve Requirements, Other Reserve Requirements, Excess Cash Sweep, Dividends Ability to Invade various accounts Key issues: Project tax payments Payments to Affiliates under O&M Agreements or other similar Agreements Treatment of payments of other permitted debt Timing of Waterfall (specific limited dates (i.e., monthly/quarterly) v. general rule of application) Debt Service Reserve Requirement Period of Reserve (i.e., 6 months) Calculation mechanism Effect of interest rate hedges Effect of prepayments Treatment as designated Collateral for a particular debt tranche 39

40 Collateral Arrangements (Continued) Upfront Funding of Construction Costs Conditions to Withdrawal from Construction/Bond Proceeds Account Treatment of Punch List Requirements True up/prepayment Mechanic upon Completion Mortgages/Real Property Collateral Governed by law where real property is located Covered Amount of Debt Typically % of Senior Debt Amount May be limited to value of underlying real property collateral in jurisdictions with mortgage recording taxes Key deliverables: Title Insurance, Surveys Treatment of Construction Liens Landlord Estoppels 40

41 Collateral Arrangements (Continued) Direct Agreements Provides for acknowledgment by Project Counterparty of Lender/Investor rights in Project Contracts Key Terms: Acknowledgment of Lender/Investor security interest Agreement to make payments into designated pledged accounts of Project Limits on amendments/modifications to Project Contracts Agreement to notify Lenders/Investors of defaults under Project Contract Cure and Step-In rights of Lenders/Investors in respect of Project Contract Monetary, Non-Monetary, Bankruptcy Default Replacement Contract Rights Other provisions/assurances specific to contract 41

42 Collateral Arrangements (Continued) Intercreditor Issues Subordination Legal or Structural Subordination Lien or Debt Subordination Governs Pro Rata Sharing Rights of Multiple Tranches of Debt to Collateral Addresses Voting Rights of Secured Creditors Voting Rights of Hedge Counterparties Tranche v. Single Class Voting Structure Treatment of Collateral Proceeds (pre and post default) Treatment of Lender Tranche Specific Collateral (i.e., Debt Service Reserve Accounts) Staged Voting Agent Obligations 42

43 Review of Typical Documents and Contract Issues Arising In Connection With Solar Projects 43

44 Common Financing Documents The primary financing documents will vary depending on type of financing, but may include: Bank Loan Loan and Security Agreement or Credit Agreement Private Placement of Securities / 144A Issuance Note Purchase Agreement; Indenture Sale Leaseback Sale Agreement Facility Lease Agreement Participation Agreement Loan Agreement 44

45 Common Financing Documents (continued) Partnership Flip Equity Capital Contributions Agreement Partnership Agreement or LLC Agreement Tax Indemnity Agreement Inverted Lease Partnership Agreement Tenant Lease Sublease Tax Indemnity Agreement 45

46 Common Financing Documents (continued) In addition to the main financing documents, financing documentation will (depending on the structure) include a number of ancillary and security documents, including: Security Agreements Pledge Agreements Consent and Agreements Account Control Agreements Mortgages Real Property Consent, Subordination and Non-Disturbance Agreements Title Insurance Policies Fixture Filings Financing Statements 46

47 Common Project Agreements Solar projects will have various project agreements. The primary project agreements will include: Power Purchase and Sale Agreement (Offtake Agreement) Renewable Energy Certificate Purchase and Sale Agreement(s) Interconnection Agreement Real Property Agreement(s) Construction Agreement(s) Equipment Supply Agreement(s) (Inverters and Panels) Operation and Maintenance Agreement(s) 47

48 Common Project Agreements (continued) Power Purchase and Sale Agreement Agreement pursuant to which an end user commits to purchase all power generated by the solar facility for a term of years Typically in the form of: Power Purchase Agreement Energy Services Agreement Key contract considerations: How binding is the buyer s commitment to pay How are curtailment, non-production and other risks allocated What are the parties termination rights 48

49 Common Project Agreements (continued) REC Purchase and Sale Agreement Agreement pursuant to which an end user commits to purchase the Renewable Energy Certificates (RECs) from the project for a term of years A REC is an electronic certificate that evidences the generation of one megawatt hour of renewable energy A majority of states have enacted Renewable Portfolio Standards (RPS) that require a minimum percentage of energy generated by utilities located in the state to come from renewable sources Under most regimes, compliance can be demonstrated by purchasing RECs that satisfy the RPS requirements 49

50 Common Project Agreements (continued) REC Purchase and Sale Agreement (continued) Key contract considerations: Can the RECs be sold separately, or are they bundled with the power; do they have to be sold to the utility How binding is the buyer s commitment to pay What are the parties termination rights Does the facility s output satisfy the applicable statutory requirements for renewable energy certificates 50

51 Common Project Agreements (continued) Interconnection Agreement Agreement pursuant to which the project is connected to the utility s electric grid Key contract considerations: Under what circumstances, if any, can the utility disconnect the project from the grid If the project is disconnected, can the project deliver its output to the end user Degree of voluntary curtailment rights at utility Whether project operator is the customer or the site owner (if latter, can lead to unexpected complications if site owner goes out of business) 51

52 Common Project Agreements (continued) Real Property Agreement Agreement(s) pursuant to which the project is granted all rights necessary to build, operate and maintain the project on the site Typically in the form of: Ground Lease Easement Note: Could be part of the Offtake Agreement Key contract considerations: Do the agreements provide all necessary rights, including access to and from the project Are there conflicting or superior rights that could interfere with the project s rights Who has obligation to remove equipment at end of term and can it be abandoned in place 52

53 Common Project Agreements (continued) Construction Agreement Agreement pursuant to which a contractor is retained to design, procure and install the solar facility Typically in the form of and Engineering, Procurement and Construction Contract Key contract considerations: Will the project be completed on time (liquidated damages) Will the project be completed within budget (fixed price or guaranteed maximum price) Does the contract provide proper warranties and guarantees Is the scope of work sufficient (no gaps in work) What are the parties termination rights Are all liens removed once construction is complete 53

54 Common Project Agreements (continued) Equipment Supply Agreement(s) Inverters and Panels Agreement pursuant to which a contractor is retained to design, engineer and supply one or more components of the solar facility Key contract considerations: Generally the same considerations as the construction contract Are all necessary IP rights transferred/licensed Are there property performance guarantees related to equipment Extent and duration of manufacturer warranties (especially in case of inverters). Most panel and inverter warranties last for 5 years but many funding sources want extended warranties on inverters (e.g. 10 years or more) unless cash reserved maintained for inverter replacements Note: The equipment supply provisions may be wrapped by the EPC contractor and included in the construction agreement

55 Common Project Agreements (continued) Operation and Maintenance Agreement(s) Agreement pursuant to which provider agrees to provide (i) periodic inspections and routine maintenance, consistent with that necessary to rely on manufacturer s warranties, for a fixed annual fee and (ii) emergency or non-routine repairs, maintenance, inspections etc. as necessary and for a supplemental charge Sometimes, the O&M Agreement will include a production guarantee from the O&M provider Key contract considerations: Are fees reasonable Is the scope of work sufficient (no gaps in work) Does the contract provide proper warranties and guarantees What are the parties termination rights Are all liens removed once work is complete 55

56 Other Contract Issues To Consider Do all of the contracts work together (e.g., do liquidated damages in the construction contract work with liquidated damages in the power purchase and sale agreement) Can the key contracts be collaterally assigned to lenders Do key contracts have appropriate step-in rights Do key contracts have appropriate lender cure periods Do key contracts have customary lender safeguards (e.g., limits on ability to amend, assign, terminate) 56

57 Questions? 57

58 Bruce A. Bedwell Bruce Bedwell is a partner in Chapman's Corporate Finance Department. Bruce s practice focuses primarily on representing clients in the financing, development, acquisition and distribution of projects, with a focus on renewable energy projects. His public-private partnership experience includes projects in the transportation, marine port, airport, and lottery industries. Chapman and Cutler LLP 111 West Monroe Street Chicago, IL (fax) [email protected] His experience also includes drafting and negotiating financing documents, wind turbine supply agreements, purchase agreements, construction contracts, service agreements, operation and maintenance agreements, warranty agreements, transportation agreements, power purchase agreements, natural gas agreements, swap agreements and a variety of corporate documents. Bruce has advised clients with respect to an array of legal matters related to energy projects and legal, business and regulatory matters associated with the United States energy markets, and has represented clients in administrative litigation and other proceedings before the Federal Energy Regulatory Commission and various state public utility commissions. Before joining Chapman in 2013, Bruce practiced in the Chicago office of Paul Hastings. 58

59 Robert N. Freedman Robert Freedman is a partner in Shearman & Sterling s New York office. Robert is recognized as a highly respected and leading lawyer in project finance by Chambers & Partners, IFLR 1000, Guide to the World s Leading Lawyers in Project Finance and The International Who s Who of Project Finance Lawyers. Sherman & Sterling LLP 599 Lexington Avenue New York, New York (fax) [email protected] His practice focuses on finance and development, asset acquisitions and dispositions and complex work-outs and restructurings of infrastructure assets, internationally and in the United States. He represents developers, lenders and other parties across the breadth of infrastructure sectors, including power, renewables and sustainable development, oil and gas (upstream and downstream) and transportation. Robert has been widely quoted in industry, national and international publications, including The New York Times and the Financial Times, on matters relating to renewables and other infrastructure sectors. Prior to joining Shearman & Sterling, Robert was a Managing Director and Counsel with GE Energy Financial Services, the energy investment business of the General Electric Company. Mr. Freedman is co-head of the firm s global Sustainable Development Group and is the firm s former cohiring Partner. 59

60 Melanie J. Gnazzo Melanie Gnazzo is a partner in the Asset Securitization, Lease Finance and Tax practice groups. She is also co-chair of the legal subcommittee for Solar Access to Public Capital (an industry standardization project sponsored by NREL) and has been recognized by Best Lawyers ( ) in the area of Structured Finance. Chapman and Cutler LLP 595 Market Street San Francisco, CA (fax) [email protected] Melanie represents a wide range of finance companies and funding sources engaged in structured finance and securitization transactions, as well as in portfolio acquisitions, dispositions, restructurings and joint ventures involving financial assets. She also provides advice with respect to tax advantaged financial and renewable energy products and investment vehicles. She has considerable experience providing both tax and commercial law advice in such transactions. 60

61 This document has been prepared by Sherman & Sterling LLP and Chapman and Cutler LLP attorneys for informational purposes only. It is general in nature and based on authorities that are subject to change. It is not intended as legal advice. Accordingly, readers should consult with, and seek the advice of, their own counsel with respect to any individual situation that involves the material contained in this document, the application of such material to their specific circumstances, or any questions relating to their own affairs that may be raised by such material