Troutman Sanders LLP • Renewable Energy Attorneys We are one of the nation’s leading practices representing participants in the solar energy solarexperience industry. Since 2007, we have served as grid counsel in more than 200 solar partnership project transactions in the U.S. developmentinnovation negotiation Our Renewable Energy team is comprised of more than 60 attorneys with decades of experience in the areas of energy, environmental, project development and nance, tax and corporate law. We oer innovative solutions on the foundation of a century of service to the energy community. Our valued relationships with utilities, developers and nanciers allow us to us to and nanciers allow developers with utilities, relationships Our valued understand issues and challenges facing the industry multiple perspectives. from Our experience with project nance structures includes construction nance, partnership structures with projectincludes constructionOur nance experience nance, ips and sale-leasebacks, transactions and take-out leveraged debt. Troutman Sanders LLP • Renewable Energy Attorneys Recent Utility-Scale Projects We are one of the nation’s Represented a public utility holding company and its renewable energy subsidiary in leading practices ... the acquisition of a 30MW PV solar project now operating in New Mexico. The ... representing participants in the solar energy industry. Our representation included valued relationships with utilities, developers and nanciers structuring a joint venture ownership with a separate allow us to understand issues and challenges facing the industry renewable energy investor and from multiple perspectives. We oer innovative solutions on the drafting and negotiating the foundation of a century of service to the energy community. key agreements including the EPC Agreement, O&M Agreement, real estate Since 2007, we have served as counsel in over 200 solar project transactions in documentation and acquisition the United States, including projects located in Arizona, California, Colorado, documentation. Connecticut, Hawaii, Florida, Maryland, Massachusetts, New Jersey, New Mexico, Represented one of the nation’s New York, Ohio, Oregon and Pennsylvania. These transactions include both largest banks in the nancing utility-scale power plants and customer-sited distributed generation systems. of a 55MW utility-scale solar facility in New Mexico. The Our experience with project nance structures includes construction nance, bank provided the construction partnership ips and sale-leasebacks, leveraged transactions and take-out debt. nancing and long-term nancing. We represent both borrowers and lessees as well as lenders and tax equity Advised two major investors in a wide range of solar project loan and lease nancings, both on investor-owned electric utilities balance sheet and project recourse transactions. The rm’s collective experience on alternatives for structuring ownership interests in 100+ brings together expertise in project nance, tax, development and construction, MW solar thermal and PV energy regulation, transmission, energy trading, renewable portfolio standards solar projects located in (RPS), environmental and real estate law, all focused on the energy industry, and Nevada and California, including advice on solar in particular. sale-leaseback and partnership structures and the availability of tax credits, grants in lieu of tax credits and other incentives. Recent Distributed Generation Projects SunEdison programs: Through these programs, the tax equity investor invests in solar PV systems Represented one of the developed by SunEdison, a pioneer of the solar power purchase agreement (PPA) model and a subsidiary nation's largest bank-held of MEMC, a global leader in the manufacture and sale of wafers to the semiconductor and solar industries. equipment nance companies The nancing structure Troutman Sanders helped to develop for this program in 2007 has been used in connection with the successfully for several years, pooling multiple solar systems into a single investment fund to simplify the construction nance and development process and mobilize capital efficiently. Systems are subject to long-term PPAs with take-out equity nance of a 6 commercial (e.g., Kohl’s, Walgreens, Macy's, Fed Ex, Staples) and municipal (schools, utility districts, etc.) MW PV ground-mounted solar customers. To date, Troutman Sanders has assisted tax equity investors in over $200 million of solar installation at Princeton systems developed and operated by SunEdison throughout the United States. Select investments University. The installation is included a 1.2 MW system on a Staples distribution center in La Mirada, California, a 1.0 MW system for the one of the largest single solar City of Boulder’s wastewater treatment plant, a distributed generation system for Lakeland Electric, a installations at a U.S. college or public utility in central Florida, systems covering most of the Montgomery County Public School district in university, with the potential to Maryland and a 1.1MW system on the East Mesa Detention Facility carport in San Diego, California. produce 8 million kWh per year. SunPower program: Launched in June 2009, this solar nancing program was established to fund Represented a New Jersey commercial scale solar systems developed by SunPower, one of the world’s most advanced module based solar developer in the manufacturers and solar project developers. Troutman Sanders assisted the equity investor in this development and sale to a program in which SunPower designs, builds, operates and maintains the customer-sited solar systems and major utility of a 3+MW PV sells power to its customers through long-term PPAs. Among the projects recently funded are a 1.8 MW ground-mounted facility. project for New Jersey-based nonprofit Educational Testing Services, a 1.0 MW project for a Macy’s distribution center in the City of Industry, California, a1.1MW project for a FedEx distribution center in Rialto, CA and a 1.1MW project for the City of Tucson, Arizona. Other large developer programs: Launched between 2009-2011, these programs will provide both debt and equity finance to various developers for over $325M of rooftop and ground-mounted distributed generation systems. Systems are subject to long-term PPAs with commercial and municipal customers. Troutman Sanders LLP • Renewable Energy Attorneys Other Recent Solar Experience Represent the New York Power Authority in its 100 MW solar initiative, which will develop scores of projects throughout the state of New York. Represented a non-U.S. solar PV The States developer in the development of a 3 MW net metered PV facility in We understand the unique Pennsylvania, including drafting issues associated with solar and negotiating the solar power development and nance in purchase agreement, each state, including RPS, state interconnection agreement and incentives and the regulatory Photo courtesy of New York Jets & Yingli Green Energy Holding Company Limited ground lease. environment. In addition to New York Jets and Yingli Solar complete NFL’s largest solar power system at team headquarters in September, 2010. dozens of projects in Arizona, Counsel to a private equity rm in Hawaii, Florida, North Carolina, connection with a joint venture The New York Power New Mexico and Pennsylvania, with a leading global investment Authority is currently Troutman Sanders has closed management rm to develop, exploring a public-private these state-specic projects: construct and manage solar partnership for the projects in Massachusetts. installation of up to 100 California: Represented megawatts (MW) of solar participants in over 70 projects Represented a developer in several photovoltaic systems, in California, including a large including roof-mounted PV projects, including a 4+ MW PV ground-mounted system for and ground-mounted PV warehouse rooftop project in New arrays, at municipal the University of California at Jersey, one of the largest rooftop facilities, public and Merced, rooftop systems for the PV solar projects in the U.S. private schools and Fairfield School District, and government buildings projects located on properties Represented a venture fund, as throughout the state. owned by BART. lender, in a secured term loan Photo courtesy of New York Power Authority facility to a solar power installation Colorado: Represented company in New York and New Counsel for development compa- Represented a developer in a participants in several projects, Jersey. nies on solar energy projects. contract to install a 4.26MW facility including a large facility at the Representations have included in New Jersey, one of the largest National Renewable Energy Represented a major U.S. bank as negotiation of energy sales solar-electric rooftop systems in Laboratory in Golden. the take-out project debt in agreements, operating, the U.S. multiple solar facilities, including co-development and consulting Connecticut: Represented on the New York Jets NFL training agreements, and ancillary Advised clients in obtaining the participants in several projects, facility. documentation. benefits of various tax incentives including both commercial related to alternative energy and municipal installations. Counsel to a U.S. concentrated Represent clients in retail and generating facilities, such as solar solar power developer in its wholesale power regulatory facilities, including investment tax Maryland: Represented program for commercialization of matters with respect to solar credits, Treasury grants in