Covington provides a full range of advisory and transaction related services on matters associated with electricity generation. Geographically, we handle domestic, cross-border and international matters, particularly in Latin America and Europe. Our corporate lawyers in this area handle a diverse range of matters, including securities, corporate governance, mergers and acquisitions, finance, private equity, venture capital, strategic alliances and joint ventures, bankruptcy, and real estate, and we regularly draw on Covington’s regulatory and policy expertise to inform and enhance our skills and execution of transactions, and to ensure that any necessary regulatory approvals at the federal and state levels are secured. In addition, our regulatory lawyers regularly provide expert advice and representation in regulatory proceedings at FERC regarding market-based rates, the disposition of generation assets, and legislative and regulatory policies affecting generators of electrical power. Due to the breadth of our experience and our understanding of the issues faced by all participants, we are creative and flexible in finding innovative solutions to the complex problems that often arise in generation transactions. We also have significant experience in structuring, drafting and negotiating complex contractual arrangements (including power sales, tolling, interconnection and transmission agreements) required to construct and operate projects and obtain financing. As part of this type of activity, we have advised power producers and power-related businesses on strategies for restructuring and consolidation in the energy industry.
Representative Matters
- Pepco Holdings, Inc. on the negotiation and sale of its 3800 MW Conectiv Energy wholesale power generation business to Calpine Corporation, including advice on Hart-Scott Rodino, and secured the necessary FERC approval under section 203 of the Federal Power Act.
- China Investment Corporation (CIC), a large sovereign wealth fund created by the People's Republic of China, on FERC and state (NY) energy regulatory issues with respect to its purchase of a 15% share in the AES Corporation, a large independent power producer of international scope with significant US electricity generation assets. Covington secured all necessary approvals for this transaction.
- KKR and Texas Pacific Group in their successful acquisition of TXU Corp. for $45 billion, the largest leveraged buyout in history. The acquisition of TXU included its large fleet of generation assets in Texas as well as transmission and distribution facilities. We also provided counsel on energy regulatory, climate change, government affairs, and public policy matters. The acquired company is now Energy Future Holdings.
- BrightSource Energy on environmental impact analysis and permitting of its Ivanpah project in the California desert.
- Calpine and its subsidiaries:
- in more than $22 billion of capital markets financings and bank financings including in over $10 billion of subsidiary project financings in the form of project bonds, secured bank financings and subsidiary preferred stock; and
- in a $600 million acquisition of SkyGen Energy, and a $450 million acquisition of Cogeneration Corporation of America, each a developer, owner, and operator of independent power projects.
- ICICI Bank Limited, India’s second largest bank, and Standard Chartered Bank, India’s largest international bank, as joint lead arrangers for an aggregate of $925 million in project financings supporting power plant and port expansion projects being undertaken by two affiliates of Reliance Industries.
- Lightyear Capital Partners in its purchase of two California power plants from Tractebel Energy and in its sale of the plants to a Canadian income trust.
- NRG Bluewater Wind on offshore permitting issues.
- OptiSolar Inc. in the sale its project development business to First Solar, Inc. in an all-stock transaction valued at approximately $400 million.
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