Renewable Energy “This firm has a long established reputation for excellence in the energy sector…” Chambers & Partners, 2010 WHY SQUIRE SANDERS HAMMONDS Squire Sanders Hammonds is a top-25 global law firm, with 1,275 lawyers practicing in more than 130 jurisdictions in 30 languages through 37 offices in 17 countries. Our capability and experience in the renewable energy sector is extensive. Sector Expertise We have acted on a significant proportion of wind farm projects developed in the UK and Europe to date and have substantial experience of advising on solar, biomass, biofuels, waste-to-energy and landfill gas, hydroelectricity, wave and tidal energy. We have experience of coordinating and managing the most complex renewables projects from their conception and strategic planning through to construction and financing. Legal Expertise We are trusted legal advisers to clients including developers, banks, private equity investors, contractors and utilities on all aspects of renewables projects. We have in- depth expertise across legal disciplines, from corporate finance and M&A to project planning, consent and construction. We offer a truly integrated approach to advising clients in the renewable energy sector, where experience at every stage of the process can be critical to successful delivery. Industry Engagement We have strong links with industry associations throughout Europe, including Renewable-UK (formerly the BWEA), having been members since inception, and with the relevant sections of government departments, including the Department of Energy and Climate Change in the UK. These links prove invaluable in enabling our team to keep abreast of the latest commercial and regulatory developments in the renewables sector. Outstanding Value We emphasise quality, efficiency and alignment with client goals as core standards to improve continually our service delivery and the value of what we do for our clients. Squire Sanders Hammonds encourages and manages processes and tools to improve pricing models, training and resource optimisation, knowledge management and more, all centred on our core focus – delivering the services our clients want, when and where they want them and with the value they deserve. Unrivalled Client Service We are recognised as providing client service of the very highest quality, having been ranked number one national firm in UK Legal Week’s 2010 Client Satisfaction Report of Best Legal Advisers. www.ssd.com Corporate and M&A Our Corporate Strategy & Finance practice is our largest department and is divided into three dedicated teams, covering M&A, private equity and public equity. Our corporate lawyers regularly advise clients operating in the renewables sector on the full range of corporate transactions, including national and international M&A, management buy-outs and buy-ins, joint ventures, takeovers of public companies, IPOs and corporate restructurings. We are the lead legal advisers to more than 50 London Stock Exchange companies. Banking Our Banking team (both nationally and in our European offices) forms part of the wider Corporate Strategy & Finance Department, and handles a wide range of facilities and financial instruments, acting for corporates and banks. The team has acted on the financing and refinancing of both the acquisition of existing and the development of new wind farms (offshore and onshore), biomass projects and gas- related projects. Tax Strategies Our Tax Strategies practice has advised on wind farm structuring, delivering a wide range of bespoke services including traditional tax planning and innovative product design and implementation. The strength of our integrated overseas office network enables us to provide domestic, international and cross-border tax advice to clients competing in a rapidly changing global tax environment. Commercial & Regulatory We have considerable experience of advising developers and investors on the commercial and regulatory issues relevant to renewables projects, for example, under the UK’s Electricity Act, the Renewables Obligation and the Climate Change Levy. We have expertise in the various codes governing electricity generation, transmission and supply. We also regularly advise project developers and utility companies in relation to power purchase arrangements, wholesale energy trading contracts, the trading of green benefits, on-site electricity supply contracts, biofuel plant fuel and feedstock arrangements and the eligibility of biomass products for green benefits. Planning & Consents The Planning team at Squire Sanders Hammonds has advised on wind energy proposals since the early 1990s. Our team includes a number of experienced advocates who have appeared on behalf of our clients at inquiries into wind energy proposals. On projects where counsel is retained we take responsibility for instructing and assisting counsel both prior to and during the inquiries. We are often involved at the earliest stage of planning applications and advise clients on the form and content of environmental statements. We undertake legal audits to ensure compliance with relevant regulations and that such statements will stand up to scrutiny by the local planning authority, planning inspectors and ultimately the courts. We also regularly advise on the preparation of evidence for public inquiries, manage the submission of applications. www.ssd.com Project Development Our project development team has experience of co-ordinating and managing the most complex renewables projects from their conception and strategic planning through to construction and financing. We have advised on project development issues in some of the most noteworthy energy projects in the industry. Several of our deals were the first of their kind in their respective countries. Two deals in recent years were also named “Deal of the Year” in highly respected project finance publications such as Project Finance and Project Finance International magazines. Our lawyers have extensive experience in preparing and negotiating every type of project documentation required for renewable energy projects, and have represented developers, financial institutions, sponsors, government bodies, multi-laterals and export credit agencies on aspects of limited recourse and non-recourse financing. We have particular expertise in structuring detailed equity and debt financing documentation. We also regularly advise in relation to the negotiation of bonds and/or cash deposits from contractors and turbine manufacturer guarantees. Construction & Engineering Our Construction team advises on the development of wind farms and other renewables projects. Our experience in this area includes drafting and negotiating turbine and equipment supply agreements, EPC contracts, operation and maintenance (O&M) agreements, balance of plant, engineers’ sub-contracts, electrical and instrumentation sub-contracts, sub-contractors’ collateral warranties, sub-contractors’ novations, grid connection agreements, service agreements and warranty agreements. Property We have a large dedicated property law team that has advised numerous developers (including major utilities) of onshore renewable energy projects in relation to the terms of land options and leases. We also advise Renewable-UK and developers on offshore property documentation prepared by the Crown Estate. Environmental, Safety & Health Our Environmental, Safety & Health team provides a service to clients covering all legal safety, health and environment needs including in relation to contaminated land and brownfield sites. The team also provides a 24/7 one stop emergency service to respond to health and safety incidents. www.ssd.com WIND ENERGY EXPERIENCE Wind Energy Investment & Finance • Representing the sponsor and borrower in a US$700m term loan and letter of credit project financing deal for two US wind facilities aggregating 606.5 MW of capacity. • Representing a US power company in the due diligence review of more than 12 wind generation projects in the US. • Acting as borrower’s and guarantor’s counsel in connection with a US$400m senior secured credit facility portfolio financing of 309 MW wind energy facilities. • Acting as issuer’s counsel in an offering of US$500m senior secured bonds providing back-to-back financing of a US$500m construction and term loan. • Representing the owner in sale/leaseback and financing of a 54 MW wind project in Oklahoma. • Representing the purchaser of limited partner interests in 150 MW of wind projects in California. • Representing the purchaser in connection with the potential acquisition of agreements and certain other rights regarding a 20 MW wind power facility in California and in connection with the negotiation of easements and options for the facility. • Serving as counsel to lenders' group in Enron bankruptcy sale of Enron Wind (Europe and US) to General Electric. • Serving as counsel to lenders' group in Enron bankruptcy sale of a wind power generation facility in Cleveland. • Acting as sponsor’s and issuer’s counsel in a private placement of US$212m financing of two wind farm projects in Oklahoma and North Dakota totalling 196 MW. • Representing a Denmark-based bank in negotiating with a wind park operator in Central California for the installation and operation of wind turbines that had been repossessed by the bank. • Advising a California subsidiary of a global wind energy company in the purchase from the bankruptcy trustee of assets of a major wind farm in Northern California. • Representing a Spanish-based manufacturer of