Distributed Generation

Craig has acted as counsel to some of the nation’s largest banks in the creation, negotiation, and documentation of several solar PV funding programs providing debt and tax equity financing for rooftop and ground-mounted distributed generation systems, including:

DG Program I:

• Advised in the negotiation and documentation of three-tiered financing facilities covering several commercial and industrial (C&I) distributed generation projects sited throughout the U.S. The representation involved the structuring and drafting of solar leases tailored to the distinctive regulatory landscapes of numerous states, the unique challenges of financing municipal offtake agreements, the negotiation of high-profile portfolio PPAs, the permitting and environmental obstacles presented by the development of landfill sites, and the navigation of new virtual net metering programs in multiple states.
• In an extensive leaseback program for a distributed generation solar project, drafted and negotiated the project-level lease and security documents as well as amendments to the master lease financing documentation. Further, we leveraged our expertise in RES-BCT tariff and virtual net metering issues to effectively represent our client.
• Through these programs, the tax equity investor invests in solar PV systems developed by a pioneer of the solar power purchase agreement (PPA) model. The financing structure we helped to develop for this program in 2007 was used successfully for more than nine years, pooling multiple solar systems into a single investment fund to simplify the development process and mobilize capital efficiently. Systems are subject to long-term PPAs with commercial and municipal (schools, utility districts, etc.) customers.

DG Program II:

• Launched in June 2009, this solar financing program was established to fund commercial scale solar systems developed by one of the world’s most advanced module manufacturers and solar project developers. We assisted the equity investor in this program in which the developer designs, builds, operates, and maintains the customer-sited solar systems and sells power to its customers through long-term PPAs.

DG Program III:

• These programs have enabled some of the U.S.’s largest companies to install solar systems to reduce their electricity costs and environmental footprint. We represented multiple investors in these programs, including helping to finance one of the largest rooftop solar PV projects in the U.S. on a site in New Jersey, as well as seven systems on major retail stores throughout Southern California.

Battery Storage

• Counseled a startup energy storage company.
• Represented an investor in battery storage in connection with battery supply, warranty, O&M, energy savings agreements, and financing arrangements.
• Advised a client on energy storage tax and commercial issues.

Infrastructure and Transportation

• Aircraft: Counsel to purchasers in the acquisition of aircraft (including partnership interests) and U.S. equity investors in numerous leases of corporate and commercial aircraft.
• Cross-Border Passenger/Freight Rolling Stock: Counsel to the U.S. equity investors in numerous cross-border financings of passenger and freight trains operated by railways located in Austria, Belgium, France, the United Kingdom, Germany, Portugal, and Sweden.
• Derivatives: Counsel to multiple swap providers in interest rate swap transactions.
• Electricity Distribution Systems: Counsel to the U.S. equity investors in the leveraged lease financing of electric distribution systems to several electric cooperatives located in Oklahoma.
• Electrical Generation Facility: Counsel to the credit support provider in a sale and leaseback of electrical generation facilities in the U.S.
• Fare Collection Equipment: Counsel to the U.S. equity investor in a sale and leaseback transaction involving the automated fare collection equipment and computer-based train control equipment for a U.S. municipal transit corporation.
• FCC Lease Spectrum Securitization: Counsel to the lessee and user of FCC spectrum leases.
• Freight Railcars: Counsel to the U.S. equity investors in the purchase of freight railcars operated by U.S. common carriers.
• Highway Toll Road Equipment: Counsel to the U.S. equity investor in a sale-leaseback of highway toll road information and fare collection systems located in South Korea.
• Municipal Office and School Buildings: Counsel to the equity investor, a U.S. insurance company, in a sale-leaseback of municipal office buildings located in Germany.
• Passenger Rail Equipment: Counsel to the U.S. equity investors and credit support providers in numerous lease transactions involving passenger rolling stock operated by domestic municipal transit agencies located in Massachusetts, California, Missouri, New Jersey, Ohio, Texas, Washington, and the District of Columbia.
• Petroleum Tanks: Counsel to the lessee in the lease financing of petroleum storage tanks.
• Polyethyleneterephthalate (PET) Plant Synthetic Lease: Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with an approximately $130 million synthetic lease financing of a PET facility in Germany, which included commercial loans and the issuance of commercial paper.
• Production Facility Synthetic Lease: Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with the refinancing of a $79 million synthetic lease financing of an ethylene production facility in the Netherlands.
• Rail Maintenance Facilities: Counsel to the U.S. equity investors in a financing involving passenger train maintenance facilities in Texas operated by a U.S. municipal transit agency.
• Real Property Lease Securitization: Counsel to the insurer of notes secured by a pool of real property leases.
• SafeHarbor Lease (TBT) Equipment: Counsel to the equity investors in several sale-leasebacks of rolling stock operated by municipal transit agencies, subject to existing TBT (safe harbor lease) financings.
• Tenant Improvements: Counsel to the lender in a sale-leaseback of tenant improvements to commercial real estate.
• Train Control Equipment: Counsel to the U.S. equity investors in a financing involving passenger rolling stock with on-board control equipment.
• Train Ticketing and Passenger Information System: Counsel to the U.S. equity investors in a cross-border sale and leaseback transaction on ticketing and passenger information systems related to high-speed passenger trains for the French national railway.
• Transit Buses: Counsel to U.S. equity investors in numerous leveraged lease transactions involving commuter buses operated by domestic municipal transit agencies.
• Vessels: Counsel to the U.S. equity investors in purchases of foreign flagged vessels subject to leveraged leases. Represented the U.S. equity investors in purchases of portfolios of Jones Act barges subject to leveraged leases.
• Wastewater Collector Systems: Counsel to the U.S. equity investors in a series of financing transactions involving wastewater collection systems operated by various municipalities in Belgium.