Ellen S. Friedman

What do you focus on?

Proactive Approach to Energy Transactions

Energy projects are complex. Transaction counsel must appreciate and address all of the risks presented by such projects, including uncertainty or variability in revenue stream, construction and operating risks, permitting, real estate considerations and, increasingly, political risk. Having represented parties in a variety of roles over many years of practice allows me to anticipate the key issues likely to be raised by counterparties and to proactively craft creative solutions and strategies, helping our clients to execute more effectively and efficiently.

The Energy Transition - Renewable Energy, Renewable Fuels and CCUS

A major portion of my practice now involves the development, build-out, financing of renewable energy, renewable fuel and carbon capture projects, including the use of federal and state tax and other incentives supporting these ventures. The rapid growth of this sector is fueled by increased interest from domestic and foreign investors, corporations and financiers and supported by the introduction of creative financing structures, virtual power sales and hedging strategies and state and local governmental mandates. Growth in the alternative energy space has been tempered by anticipated and unanticipated challenges, including the forthcoming step-down of federal energy tax credits for renewable energy projects, new CFIUS legislation, international tariff regimes, executive orders relating to installation of certain foreign manufactured energy infrastructure, litigation involving state and regional green initiatives and pricing pressures. It is a very exciting time for me and my colleagues to be practicing in this dynamic sector.

What do you see on the horizon?

• Offshore wind projects in the United States appear to be finally taking off. Our platform is well positioned to support investors, financing parties, contractors, suppliers and developers in this space, together with onshore ancillary infrastructure development and support.
• We expect that consolidation of the renewable sector to continue, with energy companies and their projects being acquired and/or financed by large private equity funds, corporates and utilities, each pivoting from conventional power plays to renewables.
• Changes to the tax code, which now allow 100% expensing of used equipment, may lead to additional sale-leaseback transactions involving existing energy infrastructure.
• We anticipate seeing creative monetization structures and transactions involving the “post-recapture period” revenue streams of existing renewable projects.
• We are excited to see that new players are joining the more traditional banks and insurance company project financiers and equity investors in energy project financings, particularly solar transactions.
• We hope to provide the legal support and industry knowledge to enable our clients to successfully participate in the types of transactions described above.

Representative Matters

Alternative Energy Project Financing and M&A

Lender Representation

• Representation of major New York State based financial guarantor in connection with restructuring and workout of financial guarantee insurance provided in support of infrastructure project.
• Representation of lender in connection with proposed $25 million sponsor-level revolver facility to support early development and construction of pv solar projects in the United States.
• Representation of bank in connection with $55 million of back-leveraged financing of 69 MW of community solar projects utilizing modified borrowing base loan sizing methodology in New York State.
• Representation of bank in connection with $55 million of back-leveraged financing of pv solar projects developed and constructed to support a university offtaker.
• Representation of commercial bank in connection with financing of $43 million of solar projects located in California, providing power to government institutions and utilizing a lease pass-through structure.
• Representation of lender in connection with its due diligence and purchase of 144A debt issued by an Exelon affiliate in connection with 660 MW wind portfolio.
• Representation of lender in connection with participation in $100 million loan based upon monetization of certain wind-farm related real estate royalty payments.
• Representation of lender in connection with solar installation constructed on university campus involving lease pass-through structure.
• Representation of lender in providing back leverage supported by sponsor’s equity interest in portfolio of solar facilities in the Northeast.
• Representation of an international commercial bank in connection with refinancing/restructuring of a hydroelectric project in Pennsylvania.

Sponsor and Equity Investor Representation and M&A

• Representation of renewable gas developer involved in biodigester portfolio in the Northeast, including negotiation of manure supply agreements, equity arrangements.
• Representation of OGCI in transaction with Starwood Energy and Elysian Ventures in connection with its investment in one of the world’s first large-scale commercial capture CO2 from a natural gas power plant designed to qualify for carbon capture incentives under Section 45Q.
• Representation of energy developers in connection with negotiation and documentation of various energy hedge arrangements. 
• Consultant to bio-diesel developer proposing construction of facility which would benefit from carbon capture and sequestration.
• Representation of major European insurance company in connection with development of standard policies supporting solar equipment warranties.
• Representation of major power marketer in connection with multiple transactions.
• Representation of large international energy company in proposed acquisition of over 600 MW of operating wind farms in New York State.
• Representation of large international energy company in proposed acquisition of a construction company involved in the renewables sector.
• Representation of developer involved in development of proposed BioMAT PPA eligible biomass projects in California.
• Representation of wind developer in construction and term financing of 30 MW wind farm.
• Advisory role to developer in connection with securitization of residential solar portfolio.
• Representation of lessee in connection with sale-leaseback structure for portfolio of solar facilities installed on various wineries.
• Representation of project owner in connection with financing of portfolio of residential solar projects in Louisiana, which also benefited from LA state tax credits.
• The equity investors (including major insurance company and unregulated utility subsidiary) in the development and financing of an approximately 45 MW biomass fired power facility in North Carolina.
• Representation of seller in connection with sale of equity interest in biomass facility.
• Representation of purchaser in connection with acquisition of equity interests in wind portfolio.
• Advisory role in connection with New Markets Tax Credit financing for biomass facility.
• Advisory role in connection with tax equity financing of closed-loop biomass facility.
• Representation of project developer in connection with $30 million construction and term loan financing of a wind farm in Maine.
• Advisory role with respect to solar developer in connection with U.S. Army $7 billion MATOC.
• Advisory role with respect to USDA 9003 loan guaranty to support financing of bio-refinery.
• Representation of wind developer in connection with development of 258 MW Texas wind farm.
• Advisory in connection with solar projects under development in Puerto Rico.
• Representation of private equity fund in connection with its review and analysis of various solar and wind energy investment opportunities.
• The sponsor and borrower in the $92 million private placement involving four wood-fired power projects located in Michigan, Massachusetts and Pennsylvania.
• A major power developer in connection with its bid for hydroelectric generating assets located in northeastern United States.
• The developer of a proposed 185 MW wood-fired electric generation project in southern Ohio, including negotiation of proposed senior debt, equity and tax investor arrangements.
• Representation of developer in various New Jersey countywide solar projects.

Tax Equity Investor Representation

• Representation of tax equity investor in leveraged portfolio of nine Minnesota community solar projects.
• Representation of tax equity investor in leveraged portfolio of 42 MW of solar portfolio in North Carolina.
• Representation of tax equity investor in portfolio of solar portfolio in Massachusetts with project level loan.
• Representation of tax equity investor in leveraged financing of diverse commercial and industrial distributed generation solar portfolio.
• Representation of tax equity investor in connection with leveraged portfolio of solar projects in North Carolina. Transaction also benefited from utilization of North Carolina state renewable tax credits and new markets tax credits.
• Representation of tax equity investor in connection with public-private partnership with Connecticut’s Clean Energy Finance and Investment Authority to establish $60 million solar fund.
• Representation of lessor in sale-leaseback structure involving portfolio of solar installations in California supporting local community colleges.
• Representation of tax equity investor in connection with leveraged portfolio of five utility scale solar projects in North Carolina.
• Representation of tax equity investor in connection with SolarCity’s $1 billion SolarStrong initiative involving leveraged structure supported by pv solar installations on military housing units.
• Representation of investor in $75 million residential solar fund.

Conventional Energy/Infrastructure Project Financing, M&A and Restructuring

• Representation of project company in connection with $645 million debt and equity financing and power and gas hedging arrangements of a 475 MW gas-fired power project in Butler County, Ohio.
• Representation of project company in connection with $605 million debt and equity financing and power offtake arrangements of a 477 MW gas-fired power project in Kings Mountain, North Carolina.
• Representation of project developer in connection with construction and term financing of merchant 580MW gas-fired power project in PJM service territory.
• Representation of project developer in connection with refinancing of 620 MW gas-fired power project in Pacific Northwest.
• Representation of project developer in connection with refinancing of coal-fired power projects in Virginia.
• Representation of project sponsor and borrower in connection with a $150 million letter of credit facility secured by cash flows from a portfolio of domestic energy projects.
• Representation of financial guarantor in connection with distressed toll road restructuring.
• A large international commercial bank in connection with the $1.25 billion construction and term financing of gas-fired facilities in Boston.
• An energy industry participant in connection with certain joint venture arrangements involving operation of power islands at a major industrial company’s process facilities and related leasing arrangements.
• A major utility subsidiary in connection with leasing arrangements with respect to approximately 1459 MW of generating assets owned by a debtor in bankruptcy in Kentucky.
• The sponsor and borrower in connection with project development and the $503 million joint construction and term financing of the 375 MW gas-fired facility in Minnesota and 250 MW gas-fired facility in Texas; project was awarded the “Power Project Finance Best Americas Deal of the Year” by Power Finance and Risk Magazine.
• Underwriter and debt service reserve letter of credit provider in connection with a $266 million Rule 144A securities offering to refinance nine cogeneration power plants located in California.
• A major financial institution as underwriter of $90 million non-credit enhanced tax-exempt private placement for coal-fired project in Pennsylvania.
• An interstate oil pipeline owner in connection with proposed lease financing transaction to support expansion.
• A major independent energy developer in connection with project development, bridge financing, turbine financing, acquisition and dispositions of power assets and construction and term financing of numerous domestic gas-fired power projects, including development of intercreditor arrangements with hedge counterparties and equity arrangements.
• Major financial institutions in $128 million financing (and subsequent restructuring) of a hazardous waste incinerator in Ohio.
• An aerospace company in connection with proposed $27 million financing of a satellite processing facility near Cape Canaveral, Florida.
• A major investment bank in connection with a Rule 144A/Reg S acquisition financing of portfolio consisting of ten gas-fired power projects.
• The sponsor and borrower in connection with the $1.4 billion portfolio construction and term financing of four merchant power projects in New York, Arizona, Michigan and Massachusetts.
• The lead underwriter in connection with the $700 million144A financing of 1000 MW gas-fired facility constructed in Oswego, New York.
• A financial guarantor in connection with $350 million financing of a portfolio of peaking power plants owned in Louisiana and Illinois.

International Energy and Infrastructure Projects: India, Southeast Asia, Latin America

• An investor in a portfolio of rooftop pv solar projects in the Philippines.
• An unregulated utility subsidiary in connection with its proposed acquisition of an equity interest in a power project in southern India.
• A major financial institution in connection with $88 million loan to finance construction of offshore gas drilling platforms and related equipment in South America.
• Major financial institutions in connection with various financing facilities extended to Quezon Power (Philippines), Limited Co. to construct a coal-fired generating facility; financing included multi-tranche bank credit facilities and a registered debt offering and involved the participation of U.S. Export-Import Bank and OPIC.
• The project owner and its U.S. sponsors in acquisition and financing of power assets to support mining operations in Indonesia.
• A major financial institution in connection with bridge financing and capital markets/securitization transaction involving airport infrastructure in Latin America.
• A major financial institution in connection with the $750 million multi-tranche financing of refurbishment and expansion of power facilities in Barranquilla, Colombia.
• Major financial institutions in $162 million 144A financing of Chilean petroleum coke processing and cogeneration facility.

Presentations

• “Alternatives to Renewables – Carbon Capture & Storage/Waste to Energy,” 16th Annual Renewable Energy Law Institute, Webinar, January 26, 2021