April 2012 IMEPOWER
ABOUT US
IMEPOWER is Ukraine’s leading advisory group specialized on energy sector since 1995. Our main areas of expertise are electricity generation (renewable, thermal, cogeneration, large hydro), transmission, distribution and supply, while we also have in-depth knowledge of gas, coal and heating sectors.
IMEPOWER’s services include strategy, investment advisory, due diligence, market reform and regulation, sector studies and forecasts, development of energy and infrastructure projects, corporate finance, transaction support, legal advice, financial restructuring and engineering.
Legal advice and assistance to clients is channeled via law firm Ukrainian Legal Partnership being IMEPOWER’s subsidiary.
Technical advice and engineering services to our clients are provided by Energy Consulting Group (EnCoG).
CLIENTS
Investors
We provide comprehensive advice and support to international investors: . preparation of market entry and investment strategy . asset due diligence and valuation . structuring and implementation of investment projects . preparation of market/sector studies and forecasts . legal and regulatory advice . development of risk mitigation schemes . acquisition and transaction support.
The following companies have been our clients: AES Corporation, CEZ, Contour Global, DTEK, Electricite de France, ENEL, Fortum, GS Holding, Inter RAO UES, Mitsubishi Heavy Industries, Sumitomo Corporation, Tractebel, Union Fenosa, Wildhorse Energy.
Project Developers
We provide extensive support to the companies developing projects in energy sector: . origination of project opportunities . due diligence of existing projects . preparation of business plans and feasibility studies . negotiations with the state agencies and local authorities . drafting contracts, getting necessary permits and licenses . supervision of project development and implementation . procurement support.
We assisted the following companies with the development of “green field” and “brown field” projects in Ukraine: ADP (Korea), Compagnie du Vent (France), EMFESZ (Hungary), En.Green (Cyprus), Eunergo (Belgium), Greenworx (Belgium), Independent Power Corporation (UK), S4E (Germany), Terna Energy (Greece), WKN (Germany).
We were involved in analysis, planning and/or implementation of the largest investment projects in the Ukrainian energy sector: construction of Dniester Hydro Pumped Storage Station, construction of the back-to-back station at the connection with the ENTSO-E system, construction of Dobrotvir Thermal Power Plant-2, reconstruction of 750 kV line from Moldova TPP to Isaccea, reconstruction of Kharkiv CHP-5, construction of CCGT plant in Crimea.
Lenders
We work as independent experts for international banks lending money to the energy sector companies and projects and assist them with:
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. independent project assessment and due diligence (legal, regulatory, commercial, financial, technical aspects) . preparation of feasibility studies . review of legal, regulatory and market framework . forecast of energy sector development, including prices and tariffs . identifying major risks and defining strategies for their mitigation.
We worked with the following lenders in Ukraine, Moldova and Kazakhstan in the course of our operations: Asian Development Bank, European Bank for Reconstruction and Development, International Financial Corporation, Korean Export Import Bank, Raiffeisen, UniCredit, World Bank.
Public Authorities
We have significant track record of advising the Ukrainian state agencies and public authorities on a wide range of issues, including: . energy sector restructuring . reform and liberalization of electricity, gas, coal and hearing markets . development of regulatory framework, drafting laws and normative documents . harmonization of the Ukrainian legislation with the EU Directives and legislation . privatization and public private partnerships . institutional support and development . financial restructuring.
The following state authorities have been our clients and partners: Ministry of Energy and Coal, National Electricity Regulatory Commission, Parliament Fuel and Energy Sector Committee, State Nuclear Regulatory Committee, State Property Fund, Wholesale Electricity Market Operator.
Energy Companies
We have great track record of advising the Ukrainian energy companies from electricity, gas, coal, heating and waste treatment sectors on: . corporate governance and reorganization . financial recovery, debt restructuring, bankruptcy . structuring investment projects and attraction of investments . advice on operational and commercial aspects, tariff setting and licensing . improvement of contractual and regulatory framework, drafting laws and regulations . energy audit, advice on technical issues.
We advised more than 30 Ukrainian energy companies, including: Centrenergo, Crimean Generating Systems, Dniester Hydro Pumped Storage Plant, Dniproenergo, Donbasenergo, Donetskoblenergo, Energoatom, Kharkiv CHP-5, Severodonetsk CHP, Krymenergo, Kyivenergo, AES-Kyivoblenergo, Naftogas of Ukraine, NEC Ukrenergo, Vostokenergo, Ukrecocomresources, Ukrhydroenergo, Ukrnafta, Zakhidenergo, Zhytomyroblenergo.
International Financial Institutions
We have significant experience of technical assistance projects financed by the following international financial institutions: . European Bank for Reconstruction and Development . European Commission . USAID . World Bank.
Our partners in most of these projects were distinguished international advisory and engineering companies such as: AF Consult, AF Mercados EMI, AMEC NNC, EGIS BCEOM, Deloitte Touche Tohmatsu, EDF Hydro Engineering Center, Fichtner, KPMG Energy & Utilities, Sargent Lundy.
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Energy Traders
We have in-depth understanding of electricity export, import and transit operations providing the following advice to electricity traders: . preparation of market entry strategy and introductions . drafting electricity purchase-sale and transit contracts . negotiations with the Ukrainian authorities, including TSO and Market Operator . licensing support.
Our clients in this area include: EDF Trading, EMFESZ, JP Morgan Energy Europe, RBS Sempra Energy, European Federation of Energy Traders (EFET).
PARTNERS
Dr. Valeria Kulagina
Valeria graduated from Kyiv National Economic University where she also received PhD degree and spent many years as senior lecturer specialized on information technologies. Her carrier in consulting and investment business started in 1994 when she established together with partners INEKO, one of the first Ukrainian investment companies being the most active trader with stocks of energy companies. In 1998, Valeria started consulting company INEKO-Management (current name – IMEPOWER Management) that became a basis for IMEPOWER.
Dr. Kulagina specializes on economic, legal and regulatory aspects of energy sector’s functioning, market design and liberalization, pricing and tariff issues, privatization and restructuring, corporate governance, strategy development. During many years Valeria was a member of the Advisory Council of the Ministry of Fuel and Energy. She was involved as Project Director or Senior Advisor in practically all projects presented in IMEPOWER track record taking a lead primarily on the projects performed for public authorities, international financial institutions and Ukrainian energy companies.
Dr. Kulagina participated in drafting various legal and normative documents regulating the functioning of the Wholesale Electricity Market, restructuring of power sector and privatization of power companies. She was a member of the Interagency Working Group chaired by the NERC and responsible for preparation of the Wholesale Electricity Market Development and Reform Concept in 2002. Valeria is the co-author of the Law “On Arrangements Aimed at Stable Operation of Enterprises in the Fuel and Energy Sector” (also known as Debt Restructuring Law) approved by the Parliament in 2005.
Dr. Yuri Kubrushko
Yuri graduated from Kyiv National Economic University where he also received PhD degree. He started his carrier in 1996 working for investment company INEKO as equity analyst. In 1999-2002, he was Deputy Project Director for Ukraine Energy Privatization Support Program managed by Deloitte that provided advice to the Government on privatization of power distribution and generating companies, debt restructuring and preparation of new tariff methodology.
Since 2003, Yuri has led strategy and investment advisory practice of IMEPOWER working mainly for international strategic and financial investors, project developers and lenders. Yuri was involved in developing and structuring large infrastructure projects in the area of electricity generation and transmission, led numerous due diligence assignments and assisted in establishing public private partnerships between investors and the state.
Yuri’s areas of expertise include regulatory framework of electricity, gas and heat markets, electricity export, import and transit, structuring and financing of investment projects, development of risk mitigation schemes, privatization, elaboration of market entry strategies, etc. During recent years he led over 50 complex advisory assignments in the energy sector of Ukraine, including the work performed for such clients as AES, CEZ, DTEK, EBRD, EDF, ENEL, Inter RAO UES, JP Morgan, Sumitomo, World Bank and many others.
Since late 2008, Yuri has been actively involved in development of renewable energy projects in Ukraine providing advice to developers, investors and banks on investment opportunities related to construction of wind, solar, hydro, biomass and biogas plants in Ukraine. In particular, he is a team member of Ukraine Sustainable Energy Lending Facility (USELF), EUR 70 million instrument created by the EBRD and the CTF to provide project financing for renewable energy projects in Ukraine.
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SELECTED TRACK RECORD
I. DUE DILIGENCE
Due Diligence of Renewable Power Plants and Projects
Ukraine Sustainable Energy Lending Facility (2010 – ongoing) – commercial, legal and regulatory due diligence of the pipeline of renewable projects (50+) submitted for the EBRD financing – pipeline includes wind, hydro, solar, biomass and biogas projects (project performed jointly with Fichtner).
Due Diligence of 100 MW Wind Farm Project in Crimea (2011 - 2012) – legal and regulatory due diligence of the project on construction of wind power plant.
Due Diligence of Small Hydro Power Plant Projects (2010) – technical, legal and regulatory due diligence of several projects related to small HPP construction in the Western Ukraine.
Development of Small Hydro Power Plants in the Western Ukraine (2010) - assistance to the project developer in structuring, planning and developing the project on construction of 45 small hydro power plants in the Western Ukraine, preparation of financial models and business plan, pre-selection of construction sites.
Due Diligence of Small Hydro Power Plants in Zakarpattya (2006, 2010) – due diligence of three hydro power plants with total capacity of 30 MW that belong to Zakarpattyaoblenergo, advice on the options of establishing public private partnership with investor for rehabilitation and expansion of power plants.
Regulatory Due Diligence of the Operations of Wind Power Plants (2006) – review of legal and regulatory framework for the operations of wind power plants, including licensing and tariff setting aspects, specifics of operations at the electricity market.
Due Diligence of Small Hydro Power Plants (2006) – identification of investment targets in hydro power sector, review of financial, technical, regulatory and legal aspects of operations of small hydro power plants in Central and Western Ukraine.
Due Diligence of Thermal Power Plants, Nuclear Power Plants and CHP
Due Diligence of Kherson CHP (2009) – technical and commercial due diligence of the plant, preparation of the rehabilitation program.
Due Diligence of Moldova Thermal Power Plant (2007) – technical, environmental and commercial due diligence, identification of major legal and regulatory risks.
Due Diligence of Ekibaztus-1 Thermal Power Plant (2007) – technical and commercial due diligence of the plant and associated coal mines, review of proposed investment program (project performed jointly with Sargent & Lundy).
Due Diligence of Kalush Combined Heat Power Plant (2007) – technical and commercial due diligence of the CHP plant located in Western Ukraine.
Review of 300 MW CCGT Project in Alchevsk (2006) – financial and regulatory due diligence of the “green field” project for the EBRD, preparing financial model, advice on contractual and regulatory framework (project performed jointly with AF Enprima).
Review of Zakhidenergo Thermal Power Generating Company (2005) – analysis of financial, economic and technical condition of Zakhidenergo’s power plants.
Valuation of Varna Thermal Power Plant (2004) – assessment of technical reconstruction and modernization options, economic analysis, preparing valuation model for Bulgarian power plant in the course of privatization.
Due Diligence of Energoatom Nuclear Power Generating Company (2002-2003) – financial and economic due diligence of the company, valuation of assets, advice on corporate restructuring options (project performed jointly with British Energy International NNC).
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Due Diligence of 4 Thermal Power Generating Companies (2002) – technical and financial due diligence of four largest Ukrainian thermal Gencos, preparation of valuation model, legal due diligence of social infrastructure objects.
Analysis of Burshtyn Thermal Power Plant (1999) - analysis of possible reconstruction and rehabilitation options.
Due Diligence of Zakhidenergo Thermal Power Generating Company (1998) - economic and technical due diligence of the company, structuring investment projects on rehabilitation of power stations, economic valuation, analysis of gas and coal supplies.
Due Diligence of Power Distribution and Supply Companies (Oblenergos)
Analysis of Operations of 6 Oblenergos (2007) – preparation of the report with detailed analysis of operations of 6 Ukrainian power distribution companies, analysis of market and regulatory framework.
Due Diligence of Lugansk Energy Union (2007) – market, regulatory, technical, environmental and social due diligence of power distribution company, advice on major operational risks.
Valuation of 8 Oblenergos (2005-2007) – collection of data from independent sources, preparation of the valuation model for power distribution companies, assessment of regulatory and corporate governance risks, preparation of the valuation report for the London Court of International Arbitration.
Advice on Oblenergo Operations (2005) – advice on regulatory, commercial and financial aspects of the Oblenergo operations.
Due Diligence of 4 Oblenergos (2001) – financial, commercial, regulatory and technical due diligence of power distribution companies offered for privatization, preparation of the financial model, review of the market and regulatory framework.
Due Diligence of 19 Oblenergos (2000-2001) – review of commercial and regulatory aspects of the Oblenergo operations, technical review of their major equipment, preparation of information memorandums for the State Property Fund.
Advice on Regulatory Aspects of Oblenergo Operations (2000) – advice on regulatory aspects of Oblenergo operations with focus on tariff, market and licensing issues.
Due Diligence of Odessaoblenergo (1998) – financial, legal and technical due diligence of power distribution company in the course of privatization, economic valuation, preparation of the documents for privatization tender.
Due Diligence of Kyivoblenergo (1998) – financial and technical due diligence of power distribution company in the course of privatization.
Review of Oblenergo Operations (1998) – review of major aspects of Oblenergo operations and identification of acquisition opportunities.
Due Diligence of District Heating Companies
Zaporizhya District Heating Enterprise (2011) – legal, regulatory and financial due diligence of the DH company, preparation of the feasibility study of proposed investment program for the EBRD (project performed jointly with AF Consult).
Lviv District Heating Enterprise (2011) – legal, regulatory and financial due diligence of the DH company, preparation of the feasibility study of proposed investment program for the EBRD (project performed jointly with AF Consult).
Ivano Frankivsk District Heating Project: Creditworthiness Enhancement Programme (2010) – analysis of commercial, financial, regulatory and institutional aspects of the DH company’s operations, advice on budget, tax, tariff setting and other economic and regulatory issues (project performed jointly with SEK Advisory Services).
Odessa District Heating Enterprise (2007) – legal, regulatory and financial due diligence of the DH company, preparation of the feasibility study of proposed investment program for Nordic Investment
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Bank and Nordic Environmental Finance Corporation (project performed jointly with AF Consult).
Cherkasy District Heating Enterprise (2007) – legal, regulatory and financial due diligence of the company, preparation of the feasibility study of proposed investment program for the EBRD (project performed jointly with AF Consult).
Vinnytsia District Heating Enterprise (2006) – legal due diligence of the company, preparation of respective section for the feasibility study for the EBRD (project performed jointly with CarlBro).
Dnipropetrovsk District Heating Enterprise (2006) – legal, regulatory and financial due diligence of the company, preparation of the feasibility study of proposed investment program for the EBRD (project performed jointly with AF-Enprima).
Donetsk District Heating Enterprise (2006) – legal, regulatory and financial due diligence of the company, preparation of the feasibility study of proposed investment program for the EBRD (project performed jointly with with AF-Enprima).
II. FEASIBILITY STUDIES
Construction of Kahovka Hydro Power Plant-2 (2011-ongoing) – preparation of the feasibility study for construction of new hydropower plant by Ukrhydroenergo, preparing financial model (project performed jointly with Fichtner).
Construction of the Back-to-Back Station on Connection with the UCTE System (2011, 2008, 2006, 2001, 1998) – preparation of pre-feasibility study and financial model of the project, advice on legal, regulatory and institutional aspects of the project implementation.
Construction of Kanev Hydro Pumped Storage Power Plant (2011) – preparation of the overview of the project (1,000 MW installed capacity) on the basis of feasibility study, update of financial model, assessment of various options for plant’s work in electricity market.
Construction of Feodosia CHP (2010-2011) – preparation of the business plan and feasibility study for construction of 40 MW power plant in Crimea.
Construction of the 3rd Unit at Kyiv CHP-6 (2009) – preparation of the feasibility study to assess possible options for completing the construction project under different scenarios of electricity market development.
Reconstruction of Severodonetsk CHP (2009) – preparation of the feasibility study for the plant’s reconstruction and investment memorandum, analysis of regulatory and commercial aspects.
Recovery of 750 kV High Voltage Transmission Line (2007-2009) – preparation of the feasibility study for recovery of HVL from South Ukrainian Nuclear Power Plant to the substation Isaccea in Romania, developing financial model, assessment of possible electricity off-take options.
Construction of 700 MW Combined Heat Power Plant in Crimea (2007) – preparation of the feasibility study and environmental impact assessment of the “green field” project, support of negotiations with the Government and regulatory authorities.
Construction of Dniester Hydro Pumped Storage Station (2006-2007) – updating feasibility study of the project for the World Bank, advice on technical, economic, market, legal and regulatory aspects.
Construction of 128 MW Unit at Slavyansk TPP (2006) – independent review of the feasibility study of the project (contract with Donbasenergo power generating company); advice on different legal project implementation schemes (contract with Contour Global).
Reconstruction of Kharkiv Combined Heat Power Plant No.5 (2005) – preparation of complete feasibility study of the project, environmental impact assessment and investment memorandum (contract with OJSC Kharkiv CHP-5).
Reconstruction of Mironovka Thermal Power Plant (2005) – preparation of the feasibility study for the plant’s reconstruction project (contract with Donetskoblenergo power distribution company).
Reconstruction of Chernigiv Combined Heat Power Plant (2004) – independent technical and
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economic review of the proposed investment project on rehabilitation and modernization of the plant in the course of the tariff application’s review.
Reconstruction of Burshtyn Thermal Power Station (1998, 2002, 2004) - review of the proposed design solutions for the project on reconstruction of the Burshtyn TPS in the scope of feasibility study (contracts with European Energy Companies).
Construction of Dobrotvir Thermal Power Plant No. 2 (2000) – independent review of the investment project implemented by Zakhidenergo power generating company (contract with the the European investor).
Construction of Kaniv Hydro Pumped Storage Station (2000) - preparation of the pre-feasibility study for construction of Kanev HPSS, preparation of financial model (contract with Dniprohydroenergo).
III. MARKET AND SECTOR STUDIES
Ukraine Wind Farm Market Study (2012, 2011) – review of legal and regulatory framework for development, construction and operations of wind power plants, explanation of permitting and licensing process, review of major ongoing wind farm projects in Ukraine, assessment of risks and developing proposals for their mitigation.
Ukraine District Heating Market Study (2011) – review of legal and regulatory framework for operations of district heating companies and cogeneration plants in Ukraine with focus on tariff and licensing issues, identification and mitigation of risks.
Ukraine Electricity Export Study (2011, 2009) – review of cross border high voltage transmission lines connecting the Ukrainian power system with the ENTSO-E system, analysis of power generating sources able to work for export, review of possible options for expansion of electricity export from Ukraine.
Ukraine Energy Sector Study (2011, 2008) – preparation of the comprehensive study covering electricity, coal and gas sectors, compilation of detailed database with information on power and coal companies (up to the unit level), load/demand forecast until 2020, review of ongoing and planned investment projects, assessment of market and regulatory developments.
Ukraine Renewable Energy Market Study (2010, 2009) – review of legal and regulatory framework for development, construction and operation of renewable energy plants in Ukraine (with focus on wind power plants), assessment of existing projects, advice on major risks and their mitigation.
Ukraine Renewable Energy Development Framework: Project Pipeline Preparation (2009) – review of legal and regulatory framework for construction and operation of renewable energy sources in Ukraine (construction permits, grid connection, licensing, tariff setting), integrity check of the Ukrainian project developers and investors applying for the EBRD financing (project performed together with Fichtner).
Assessment of Crisis Impact on the Energy Sector in Ukraine (2009-2010) - collection of data and analysis of trends in the energy sector before and after the financial crisis, review of energy sector and market reform process.
Thermal Power Plants - Rehabilitation and Efficiency Improvements – Component I: Market and Investment Needs Study (2008-2009) – preparation of the detailed database of the Ukrainian power plants with capacity of more than 100 MW, assessment of investment and rehabilitation programs of power generating companies, review of the Ukrainian producers of energy equipment (project performed jointly contract with AF Consult).
Ukraine Electricity Market Study (2008) – review of legal and regulatory framework in power sector and specifics of the Wholesale Electricity Market, preparation of the detailed database with information on power plants, energy balances, tariffs, etc., assessment of possible acquisition targets.
Support of Ukraine’s Progressive Participation in the Electricity Trans-European Networks (2008) - identification of conditions to be fulfilled by Ukraine for integration to the EU electricity internal market, advice on legal and institutional issues, preparing strategy for the synchronization of the Ukrainian power system with the UCTE, preparing plan for the promotion of investments for
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improvement of electricity system infrastructure (project performed jointly with CESI).
Thermal Power Stations Rehabilitation: Assessment of Needs, Costs and Benefits (2007- 2008) – assessment of investment risks and barriers in the power sector of Ukraine, review of various technical reconstruction and rehabilitation options for thermal power plants, development of the strategy for rehabilitation of thermal power generating companies.
Ukrainian Power Sector Development Study until 2016 (2006-2007) - analysis and forecast of development of the Ukrainian power sector, forecast of electricity supply and demand, review of investment programs and needs in the areas of power generation, transmission and distribution (contract with the Ministry of Fuel and Energy).
ENCOURAGED: Optimization of European Energy Corridors - Electricity, Gas and Hydrogen (2004-2006) - analysis and forecast of development of Ukraine’s electricity and gas transmission infrastructure until 2030 (project performed under the leadership of Energy Center of Netherlands).
Priority Action Plan on Integration of the IPS of Ukraine into the UCTE (2005) - development of the conceptual provisions and plan of actions, assessment of timeline and required financing.
Development of the Model for Forecast of Prices in Energy Sector of Ukraine (2004) - development of the model, analysis of the factors affecting electricity prices and tariffs, assessment of their impact on Energoatom’s tariff in the long term perspective.
Preparation of the Program on Expansion of Electricity Export from Ukraine (1999) - analysis of preconditions for parallel operation of Ukraine’s energy system with the UCTE, review of existing power generating capacities and transmission infrastructure, preparation of the comprehensive development program.
IV. MARKET AND REGULATORY ADVICE
Implementation of the Acquis Communautaire within the Framework of Fulfillment of Commitments during Process of Ukraine’s Joining the Energy Community Treaty (2010- ongoing) - harmonization of the Ukrainian energy legislation with EU Directives and Regulations to support implementation of Ukraine’s commitments undertaken when joining the Energy Community Treaty (contract with the Ministry of Fuel and Energy, project performed jointly with AF Mercados EMI and Pierce Atwood).
Development of Legislative Acts in the Field of Regulation of Power Sector Infrastructure Facilities Construction (2011-ongoing) - improvement of the Ukrainian procedures and legal framework related to construction of new power objects (power plants, transmission infrastructure) in line with the European best practice (contract with the Ministry of Fuel and Energy, project performed jointly with KPMG Energy & Utilities).
Development of Legal and Normative Documents for Approximation of the Ukrainian Legislation in Compliance with the EU Directives 2005/89/EC and 2004/67/EC (2009-2010) - harmonization of the Ukrainian legal and regulatory framework with the EU Directives related to security of supply (contract with the Ministry of Fuel and Energy).
Assistance to Ukraine in Carrying Out the Energy Policy Analysis and in Promoting the Idea of Joining the Energy Community Treaty (2008-2009) - preparation of report on key features of the Energy Community Treaty for the Ministry of Fuel and Energy, assessment of advantages for Ukraine from joining the Treaty, analyzing major Ukraine’s energy policy and strategy documents and their compliance with the EU energy policy and Acquis Communitaire (project performed jointly with Kantor).
EBRD Regional Energy Sector Assessment (2009) – review of legal, market and regulatory framework in Ukraine with focus on power sector, gas sector and renewable energy sources (contract with AF Mercados EMI).
Readiness Assessment of Energy Efficiency and Renewable Sources of Energy in Ukraine, in View of Budget Support (2008) – analysis of the Government’s policy and strategy in the area of energy efficiency and renewable energy sources, preparing the EU Budget Support Program.
Independent Audit of the Wholesale Electricity Market (2008-2009, 2005-2007) – monthly audit of the WEM settlement and payment system, inspection of the dispatch process, verification of
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compliance of the WEM Operator’s and TSO’s actions with the WEM rules and the NERC regulations (project performed jointly with UPK Audit).
Analysis of Possibility of Electricity Transmission via Ukraine’s Territory (2007) - advice on legal and regulatory issues, analysis of various schemes enabling electricity transmission via Ukraine’s territory, preparing respective contracts and amendments to laws and regulations.
Development of the ToR for the NERC Twinning Project (2006) - development of the ToR for the project “Strengthening of the Administrative and Legal Framework in the Field of Energy Regulation in Ukraine” financed by the European Commission (project performed jointly with Altair Asesores).
Advice on Regulatory and Tariff Framework for Construction of Tashlyk Hydro Pumped Storage Station (2005-2006) - preparation of the tariff methodology for hydro pumped storage plant, advice on regulatory framework and interaction with the Wholesale Electricity Market, preparation of the tariff application to the NERC.
TACIS Project “Support and Strengthen the Energy Market Reform and Assessment of the Energy Sector Sustainability” (2003-2005) – institutional support to the Ministry of Fuel and Energy and National Electricity Regulatory Commission, advice on economic, financial and legal aspects of electricity and gas markets, advice on tariff setting issues; analysis of the system of technical standards in energy sector (project performed jointly with EGIS BCEOM).
Regulation of Investments in Utilities: Concepts and Applications (2004) - preparing case study on regulation of power distribution sector in Ukraine for the report prepared by Ian Alexander and Clive Harris for the World Bank.
Development of the Concept of Decommissioning of Ukrainian Nuclear Power Stations (2004) - preparing the Concept, drafting normative and legal documents, writing procedure for creation of the special fund for decommissioning of nuclear units (project performed jointly with the State Scientific Engineering Centre of the Control Systems and Emergency Reaction).
Advice on Energy Market Regulatory and Legal Framework (2003-2004) - advice to private Ukrainian energy company on the legal and regulatory framework of the Wholesale Electricity Market operations.
Development of the Concept and Mechanism of Introduction of Electricity Derivatives (2002- 2003) - development of the concept and relevant normative documents for organizing electricity exchange trading using derivatives, holding public education campaign and seminars for energy market participants and state agencies (project performed jointly with the Ukrainian International Currency Exchange).
Preparation of the Wholesale Electricity Market Reform and Development Concept (2002) – drafting several sections of the Concept in the framework of the Government Interagency Working Group chaired by NERC.
Preparation of the National Energy Strategy until 2030 (2002-2003) - preparation of the section “Improvement of normative and legal framework of development and functioning of the energy sector”.
V. INVESTMENT AND STRATEGY ADVICE
Market Entry Strategy for UCG Developer (2011-2012) – strategy advice to the leading international developer of underground coal gasification projects, assessment of potential partners in Ukraine, introductions and support during negotiations, drafting MoU and project implementation plan, advice on legal and regulatory issues.
Market Entry Strategy for Wind Farm Developer (2010-2011) – strategy advice to international developer related to implementation of wind farm projects in Ukraine, origination of projects, assessment of their development status and quality, exploring opportunities for alliance with local partners, analysis of risks and options for their mitigation.
Market Entry Strategy for Energy Trader (209-2011) – strategy and legal advice to leading international commodities trader, review of specifics of the Ukrainian electricity market, licensing and tariff setting, supporting negotiations with the Ukrainian partners regarding electricity export to CEE countries, drafting electricity purchase-sale agreement and related transaction documents, supervision
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of electricity scheduling and delivery.
Market Entry Strategy for EPC Contractor (2009-2010) – strategy advice to international EPC contractor related to participation in the construction of wind farms in Ukraine, assessment of ongoing and planned projects, survey of the market for construction materials, identification of potential subcontractors among local construction companies, review of licensing requirements, advice on legal and regulatory aspects.
Alliance with Local Partner to Develop Renewable Energy Plant (2008) – strategy advice to international developer related to alliance with local partners for implementation of the “green field” renewable generation project, identification of risks and benefits, pre-screening of potential partners.
Attraction of Investments for Construction of Dniester Hydro Pumped Storage Plant (1998- 2005) - structuring investment project on construction of Dniester HPSP, drafting power purchase agreement with the Wholesale Electricity Market and investment agreement with the State Property Fund, preparation of investment memorandum, negotiations with international investors and lenders.
Evaluation of Investment Opportunities in the Energy Sector of Ukraine (1999-2002) - preparation of information memorandums on power distribution companies under privatization and ongoing investment projects on construction and rehabilitation of power generating capacities, pre- screening of possible acquisition targets.
Construction of Dobrotvir Thermal Power Plant-2 (1998-1999) - structuring investment project, preparation of pre-feasibility study and investment memorandum, organizing negotiations with investors and lenders.
VI. PRIVATIZATION AND PPP
Reconstruction of High Voltage Power Transmission Line (2007-2009) – structuring public private partnership between private investor and the state (transmission system operator), preparing joint activity agreement, advice on legal and regulatory aspects, project implementation support.
Reconstruction of Hydro Power Plants in the Western Ukraine (2007-2008) – structuring public private partnership between private investor and the state-controlled power company, establishing joint venture, advice on legal and regulatory issues, risk assessment and mitigation.
Ukraine Power Sector Property Reform Project (2008) – development of the strategy of privatization in power sector and action plan for 10 years, advice on investment barriers and risks in the process of privatizing thermal power generating companies (project performed jointly with Ficthner).
Preparation of the Concept of Privatization of the Ukrainian Power Companies (2007) – review of possible options and instruments for privatization of power generating and distribution companies, preparation of the concept, coordination of its review by the state agencies (contract with the Ministry of Economy).
Promotion of the Public Private Partnerships (2007) – review of international experience of PPPs in energy and infrastructure sectors, analysis of the Ukrainian previous experience and specifics, preparation of the Draft Law, coordination with the state agencies and IFIs (contract with the Ministry of Economy).
Preparation of the Strategy of Privatization of Ukrainian Cogeneration Plants (2002-2004) – review of operations of cogeneration plants, analysis of regulatory framework and tariff setting system, assessment of investment needs, preparation of recommendations on privatization options and investment schemes.
Analysis of Privatization Opportunities in Power Generation Sector (2003-2004) - comprehensive analysis and valuation of power generating companies, review of the Wholesale Electricity Market operations.
Ukraine Energy Privatization Support Project - (1999-2003) - development of the privatization strategy for power distribution and generating companies, economic, financial and technical due diligence of power distribution companies, analysis of the regulatory framework and tariff setting system, preparation of the investment memorandums, developing debt restructuring strategy, support to the State Property Fund in holding privatization tenders and negotiations with potential bidders
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(project performed jointly with Deloitte Touche Tohmatsu Emerging Markets Group).
Strategic Issues on the Energy Sector Relating to Privatization of Thermal Power Generation Assets in Ukraine (2002) - technical and economic due diligence of four largest thermal power generating companies, preparation of economic valuation model, analysis of various restructuring options, development of recommendations on pre-privatization preparation.
Preparation of Energy Section for the State Privatization Program for 2003-2008 (2002) – advice to the State Property Fund and the Ministry of Fuel and Energy on specifics of privatization of power and coal companies, drafting relevant sections of the Program, participation in working groups.
Synergy Project “Co-operation with Ukrainian Utilities” (1999) - advice on privatization issues, electricity market functioning, analysis of investment attractiveness of energy companies, preparation of financial recovery plan.
VII. PROJECT IMPLEMENTATION SUPPORT
Construction of 750 kV High Voltage Transmission Line Rivne NPP – PS Kyivska (2008-2010) – independent review of the project design documents and cost estimates, procurement and implementation support to NEC Ukrenergo in the framework of the EBRD-financed project (project performed jointly with CESI).
Construction of 330 kV High Voltage Transmission Line Adjalyk-Usatovo in Odesa Region (2005-2008) – independent review of the project design documents and cost estimates, procurement and implementation support to NEC Ukrenergo in the framework of the EBRD-financed project (project performed jointly with Sargent & Lundy).
Second Stage of the World Bank Funded Hydropower Rehabilitation and System Control Project (2007) - preparation of pre-qualification and tender documents, analysis of technical specifications.
Emergency Automation System for the Southern Grid of the IPS of Ukraine (2007) - preparation of tender documentation for TSO under the EBRD financed project.
Rehabilitation and Modernization of 0.4–110 kV Grid of Krymenergo (2007) - project initiation support, analysis of the project design documents, support in preparing documents and presentations for the EBRD, NERC and other Ukrainian state agencies.
Conversion of the High Voltage Transmission Line Rivne NPP – Zakhidnoukrainskaya Substation to the Voltage of 750 kV (2003) - preparation of the bidding documents and procurement support to TSO on the selection of general contractor.
Procurement of 6kV High Voltage Switchgear 6kV for Rehabilitation of Dniester Hydro Power Plant-2 (2003) - project implementation and procurement support, preparation of tender documents and specifications.
Purchase of Electricity Metering Equipment for the Wholesale Electricity Market (2002) - development of the tender documentation and technical specifications.
World Bank Rehabilitation of Hydropower and System Control Project (2002) - preparation of the sections for the Final Evaluation Completion Report.
VIII. CORPORATE AND FINANCIAL RESTRUCTURING
Institutional Support and Corporate Development
Corporate Development Support to NEC Ukrenergo (2010-2011) - support in corporatization and reorganization of the Ukrainian transmission system operator, preparing recommendations on optimization of internal structure and operations, drafting corporatization road map and respective Draft Law (project performed jointly with AF Mercados EMI).
Corporate Development Support to Small Hydro Developer (2010-2011) - support to the start- up small hydro developer in designing corporate structure and functions with account of the best international practice.
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Corporate Development Strategy for UkrEcoComResources (2005) - preparation of the corporate development strategy for the largest Ukrainian state-owned waste treatment company, developing proposals for creation of the state regulatory framework in the area of waste treatment.
Corporate Development and Financial Restructuring of Donbassenergo Power Generating Company (2002-2004) - comprehensive due diligence of operations and assets, preparation of corporate development and financial restructuring plan, support in its review and approval by the state agencies, advice on debt restructuring options and mechanisms.
Institutional Support to National Nuclear Utility Energoatom (2002-2003) - due diligence of Energoatom’s operations and assets, preparation of economic valuation model, assessment of various corporate restructuring options, development of the corporate development plan (project performed jointly with British Energy International NNC).
Creation of the Holding Structure on the Basis of Several Coal Enterprises (2002) – advice to the Ukrainian state owned coal mining company on economic and legal issues during reorganization process.
Restructuring and Corporatization of Several CHP Plants (2000-2001) - inventory of assets of several combined heat power plants in Crimea, preparation of the corporatization and restructuring program, support in its implementation.
Financial and Debt Restructuring
Advice on Debt Restructuring Options and Mechanisms (2005-2006) – support to Naftogas of Ukraine with implementation of the provisions of the Debt Law, advice on practical aspects of debt restructuring and settlement options, drafting legal and normative documents.
Institutional Support to the Energy Debt Settlement Centre (2005-2006) - creation and institutional support of the key infrastructure element (established on the basis of the State Enterprise Energorynok) for debt offset, repayment and restructuring transactions in the fuel and energy sector.
Preparation of the Draft Law “On Actions Aimed at Securing Stable Operations of Fuel and Energy Sector Enterprises” (2003-2005) - preparation of the Draft Law (approved by the Parliament in June 2005 and known as the Debt Law) and full set of supporting normative documents, performing economic impact analysis, organization of public discussions on behalf of the Parliament’s Committee on Fuel and Energy Sector and the Wholesale Electricity Market Board.
Preparation of the Comprehensive Financial Recovery Plan for the Fuel and Energy Sector (2004-2005) - preparation of the plan (approved by the Cabinet of Ministers in May 2005) covering electricity, coal, oil and gas, municipal sectors, coordination of the plan review and approval process with the Ministry of Economy, Ministry of Fuel and Energy, Ministry of Finance and the World Bank.
TACIS Project “Conversion of Accounts of Power Generating Companies in Ukraine” (1998) - advice on financial and economic aspects of the operations of power generating companies, organization of seminars and trainings for the staff of energy companies on financial management and restructuring.
IX. LEGAL ADVICE
Project references related to legal and regulatory due diligence of energy companies and projects are presented in the section I above.
Renewable Energy Sources
Review of Land Documents for Solar Project (2012) – review of land documents prepared by the solar developer to check their bankability and compliance with the effective Ukrainian legislation.
Review of Licensing and Permitting Procedures for Wind Farm Development (2011) – preparation of the general “road map” for permitting and licensing process for a wind farm.
Advice on Grid Connection Procedure for Wind Farm (2011) – comprehensive advice to the developer on arranging grid connection permit for wind farms under development, support in negotiations with local power distribution company and transmission system operator.
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Review of RES Legal and Regulatory Framework (2010-2011) – detailed review of legal and regulatory framework related to development, commissioning and operations of different types of RES plants, identification of major risks and options for their mitigation.
Electricity Trading and Export
Review of Legal and Regulatory Framework for Electricity Export and Transit (2011) – review of the legal and regulatory framework, developing proposals on amending legislation with the aim of allowing implementation of investment projects targeted at increase of electricity export from Ukraine to Europe.
Legal Support of Electricity Off-take Transactions (2009-2011) – legal and regulatory advice on electricity market operations in Ukraine, drafting contracts for electricity off-take from the Ukrainian electricity supplier for export to the European countries, daily support and supervision of electricity deliveries.
Translation of the EFET Master Agreement in the Ukrainian (2010) – translation and adaptation of the Master Agreement following task from the European Federation of Energy Traders.
Legal Advice on Participation in Electricity Export Auctions (2007) – advice on participation in the auctions conducted by Ukrinterenergo for export of the Ukrainian electricity to CEE, review of the auction and contractual documentation, preparation of the documents for registration at the auction, negotiations with the state authorities.
Preparation of Electricity Export Contract (2005) - advice on preparation of the electricity export contract between Energoatom and the European off-taker.
Corporate Law
Incorporation of the State Concern “Nuclear Fuel” (2009) – drafting statutory documents and internal procedures, preparing resolution of the Cabinet of Ministers on creation of the concern.
Legal Support to Dniester Hydro Pumped Storage Plant (1998-2007) – advice on corporate governance, organizing shareholders’ meetings, reviewing the contracts for construction services and supply of equipment, organizing procurement process, serving as independent board member in open joint stock company.
Legal Support to Kharkiv CHP-5 (2003-2007) – advice on corporatization of the company, preparation of the statutory documents, advice on registration of the share issue by the State Securities and Stock Market Commission.
Legal Advice to Odessa Shipyards (2004-2007) – advice on privatization, restructuring and attraction of investments, preparing contract documentation for partnership with the European investor, coordinating litigations against the State Property Fund.
Legal Support to Donbasenergo Power Generating Company (2002-2005) – advice on corporate restructuring options and separation of non-core assets, preparing company restructuring plan, drafting statutory documents and internal procedures of the company and its affiliates.
Legal Support to German Equipment Manufacturer (2003-2004) – advice on corporate governance issues and purchase of the state’s share in the joint venture in the Western Ukraine, support of negotiations with the state agencies.
Investment Projects, PPP and Privatization
Analysis of PPP Options for CHP Reconstruction (2007-2008) – analysis of potential options for participation of private investors in the investment projects related to the CHP’s reconstruction.
Legal Advice on Structuring “Green Field” Investment Projects (2007-2008) – structuring investment projects on reconstruction of power plants in Ukraine, preparing statutory documents for joint ventures, supporting negotiations with the State Property Fund, Ministry of Fuel and Energy, regional authorities.
Legal Support in Project Structuring – High Voltage Line Construction (2005) – developing the legal scheme for BOT project involving construction of high voltage power transmission line, support of
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negotiations with the Ministry of Fuel and Energy and transmission system operator.
Privatization of Pavlogradugol (2004) – advice on privatization of Pavlogradugol coal mining holding, legal support during privatization tender.
Analysis of Investment Schemes for “Brown Field” Project (2003-2004) – analyzing various legal schemes for investments into the project on construction of Dniester Hydro Pumped Storage Station.
Legal Support for CHP Lease (2004) – liaison with the State Property Fund to introduce amendments to the lease agreement for the property of Chernigiv Combined Heat Power Plant.
Legal Support to the Coal Mining Enterprise (2000-2001) - creation of a holding structure in the process of privatisation on the basis of several state coal enterprises, legal advice on corporate issues.
Legal Advice on Project Structuring (1998-1999) – developing legal scheme for investments into Burshtyn Thermal Power Station, drafting general investment agreement between investor and Zakhidenergo power generating company (project performed jointly with Dewey Ballantine).
Regulatory Issues & Legislation
Drafting Laws for the Parliament Committee on Fuel and Energy Sector (2005-2009) – drafting the Law of Ukraine “On Arrangements Aimed at Stable Operation of Enterprises in the Fuel and Energy” #2711 and several other drafts laws, supporting their review and approval by the Parliament.
Regulatory Framework for the Waste Treatment Industry (2005-2006, 2009) – preparing conceptual regulatory framework for the state regulation of waste treatment and processing industry and its presentation to the Government.
Licensing support to Cargill AT & Enterprise Inc and Bunge (2006-2008) - legal support in receiving licenses from the National Electricity Regulatory Commission for heat production at cogeneration plants and equipment using renewable or non-traditional energy sources.
Regulatory Advice to AES Kyivoblenergo (2006-2007) – advice on amending the power purchase agreement between power distribution company and the Wholesale Electricity Market, preparing changes and amendments to the legislative acts of Ukraine to improve regulatory framework, in particular, concerning settlement schemes for purchased electricity and license cancellation provisions.
Development of Draft Law on Public Private Partnerships (2006-2007) – development of the concept for promotion of Public Private Partnerships in energy, infrastructure and transport, preparation of respective draft law for the Ministry of Economy.
Review of the European Energy Legislation and Procedures (2005-2006) – review of the major EU legislation in energy field, UCTE and ETSO normative documents related to cross border electricity trade, advice to the Ukrainian TSO and the Ministry of Fuel and Energy on respective adjustment of the national Ukrainian legislation.
Legal Support to the State Property Fund (2003) – drafting energy sector related sections of the Draft Law of Ukraine “On the State Privatization Program for 2003-2008”, participating in drafting tender procedures for privatization of power companies.
Contact Information
Dr. Yuri Kubrushko, Managing Partner
Address: 2nd entrance, 4th floor, business center Olimpiyskiy, 72, Chervonoarmiyska Str., Kiev, 03680, Ukraine
Phone: +380 44 289 56 32 / 287 49 20 / 287 49 22 Fax: +380 44 287 64 99 E-mail: [email protected] http://imepower.wordpress.com http://www.ulp.com.ua 15