Todd R. Coles

Partner

Managing Partner - D.C. Office

Washington, D.C.
Business Phone: 202.274.2810
Business Fax: 202.654.5649

todd.coles@troutman.com

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Todd Coles' practice is concentrated in energy-related project development and financing and corporate transactions, both domestically and internationally. He has extensive experience representing lenders, investors, utilities and developers in all aspects of power project development and financing and restructuring, including equity and debt financing, lease financing, asset purchases and sales, power and steam sales, fuel supply and transportation, construction, operation and maintenance and ownership structuring. Todd has worked on a wide range of energy related transactions including gas, oil, coal, wind, solar, geothermal and hydro-powered electric generating facilities. Todd is currently representing utilities in connection with renewable power sales agreements and renewable energy companies in connection with the development and acquisition of wind, solar and geothermal projects in the U.S. and abroad.

Representative Matters

Project Development & Finance

  • Represented large renewable energy independent power producer in the acquisition of two to-be-constructed biomass plants in the Southeast. The representation included due diligence and negotiation of deal documentation, including amendment of power purchase agreements and other ancillary documentation.
  • Represented investor-owned utility in connection with the development and acquisition of a 50 MW wind powered electric generating facility and 30 MW power purchase agreement.
  • Represented foreign solar PV developer in connection with the development of a 3 MW net meter PV facility in Pennsylvania, including drafting and negotiating the solar power purchase agreement, interconnection agreement and ground lease.
  • Represented biodiesel company in US$10 million secured financing to facilitate acquisition of biodiesel feed stock and working capital needs, including drafting and negotiating debt, security and sponsor support agreements.
  • Represented regulated utility and its unregulated affiliate in the development and leasing of 2100 MW of new gas and coal-fired power plants in Wisconsin, including negotiation and drafting of facility leases, ground leases, shared facilities agreements, ownership agreements and sponsor support agreements.
  • Represented industrial gas manufacturer in connection with the development and initial funding of an inside-the-fence 63 MW gas-fired electric generation facility, including drafting and negotiating sponsor funding and support agreements, security documents, power purchase agreement and ground lease.
  • Represented oil and gas development company in US$33 million secured convertible debt financing and subsequent restructuring, including drafting and negotiating debt, security and equity agreements.
  • Represented arranger, issuing bank and agent in US$380 million project financing of 830 MW gas-fired power plant in Texas, including negotiation and drafting of construction and term loan, letter of credit and working capital facilities, equity contribution and sponsor support agreements, security agreements and third-party consents and amendments to project agreements.
  • Represented principal sponsor in development and financing of 140 MW fuel oil/gas-fired power plant in the Gaza Strip, including negotiation and drafting of US$90 million bridge and term loan project financing and equity support arrangements with Arab Bank, power purchase agreement, implementation agreement and lock-box security arrangements with Palestinian Energy Authority and Palestinian National Authority, and US$100 million fixed price turnkey EPC contract with major foreign construction contractor.
  • Represented independent power producer in US$40 million synthetic lease financing of two gas turbines from a 360 MW gas-fired power plant in Florida, including negotiation and drafting of the facility lease and participation agreement, sponsor support agreements and security and pledge agreements.
  • Represented lead underwriter in US$265 million 144a bond offering used to purchase and refurbish an existing 1100 MW coal-fired power plant in Illinois, including negotiation and drafting of trust indenture and cash management and equity support arrangements.
  • Represented project sponsors for development and project financing of dual fuel 1000 MW Santa Rita Power Station in Batangas, Philippines, including negotiation and drafting of US$680 million construction and term loan facilities from combination of European and Asian export credit agencies, Philippine banks and US capital markets investors, equity contribution and sponsor support agreements, power purchase agreement with Manila Electric Company, and transmission and interconnection agreements with National Power Corporation.
  • Represented project company in US$1.9 billion financing of the Phase II 1450 MW Dabhol power plant in India, including negotiation and drafting of amendment to US$300 million US Export-Import Bank loan facility, US$90 million Belgium export credit agency (Office of National du Ducroire of Belgium) insured loan facility, and US$100 million sponsor support arrangements.

Purchase and Sale of Energy Assets

  • Represented investor-owned utility in the sale of undivided ownership interests in FERC jurisdictional transmission facilities and associated joint ownership and operation arrangements.
  • Represented investor in connection with the acquisition of a majority interest in a geothermal facility under development in Indonesia.
  • Represented investor in connection with the acquisition of the debt and equity associated with a 10 MW geothermal facility located in Nevada.
  • Represented industrial company in connection with the sale of a biomass plant in the Dominican Republic and associated power purchase agreement.
  • Represented international renewable energy company in connection with the acquisition of a U.S. biodiesel equipment manufacturer.
  • Represented investor-owned utility in connection with the sale and joint ownership of transmission facilities.
  • Represented independent power producer in the sale of 50% ownership interest in 240 MW coal-fired cogeneration plant in Virginia.
  • Represented independent power producer in due diligence review and assessment of portfolio of gas fired power and cogeneration plants in the United States.
  • Represented independent power producer in purchase of 100% ownership interest in 525 MW gas fired cogeneration plant in Puerto Rico.
  • Represented independent power producer in purchase of Section 29 binder plants in West Virginia and Utah.
  • Represented major U.S. independent power producer as 20% participant in consortium purchasing US$1.8 billion privatized power plant in Australia.
  • Represented major U.S. independent power producer in sale of 50% ownership interest in 150 MW oil-fired power plant in China.

Electric and Thermal Energy Purchase and Sale Agreements, Interconnection Agreements and Energy Management Services Agreements

  • Represented U.S. utility in connection with the negotiation of a renewable resource power purchase agreement for a 200 MW wind powered electric generation facility.
  • Represented U.S. utility in connection with the negotiation of a power purchase agreement for a 100 MW wind powered electric generation facility.
  • Represented energy management services company in connection with drafting and negotiating energy management services agreements for wind-powered generating facilities in Texas.
  • Represented international retail manufacturer in connection with electric and thermal energy purchase arrangements for manufacturing plant in El Salvador, including drafting and negotiating an electric supply agreement with a geothermal facility and other electric and thermal energy supply and distribution arrangements.
  • Represented Malaysian utility in negotiation of power purchase agreement for 2400 MW Bakun hydro power plant in Malaysia.
  • Represented independent power producer in negotiated settlement with utility regarding power purchase agreement.
  • Represented independent power producer in negotiated buyout of power purchase agreement.
  • Represented U.S. utility in connection with drafting and negotiating multiple interconnection agreements and facility construction agreements.

Federal and State Energy Litigation

  • Represented independent power producer in successful appeals before the Rhode Island Supreme Court regarding satisfaction of state siting regulations.
  • Represented regulated utility in discriminatory wheeling case before FERC adminis­trative law judge.

Publications and Speaking Engagements

  • Quoted in How to Stand Out and Get on the Partnership Track, Washington Lawyer, June 2017.
  • Renewable Energy Developers’ Perspectives on Potential Stumbling Blocks moderator, 2012 Defense Distributed Energy & Military Microgrids Summit, Arlington, VA.
  • Co-authored SEPA's "Buy versus Build: A Qualitative Comparison of Financial, Tax and Regulatory Issues Influencing Utility Solar Procurement" report, December 2011.
  • Government Finance Outlook moderator at 2010 Projects and Money Conference; New Build Activity: What's the Path Forward moderator at 2013 Projects and Money Conference, New Orleans, LA. 
  • Quoted in Banks Lured By ‘Sexy’ Solar, Wind Energy Projects, February 5, 2010, by Jim Efstathiou Jr. and Christopher Martin, Bloomberg.
  • Co-authored with Anne K. Dailey, Utilities and Renewable Energy: To Buy or to Build, Law360, 2009.
  • Financing Renewable and Alternative Energy, Bringing Renewables to Wall Street – Tackling the Challenges to Investing in Renewable Technologies moderator at Troutman Sanders LLP Conference, New York, 2008.
  • Building Transmission Projects to Service Renewable Generation: What's the Best Policy? and Transmission Investment to Support Renewable Technologies moderator at Transmission Renaissance Conference, Washington, D.C., 2007 and 2008.
  • Alternative Energy Financing, presentation at Equipment Leasing and Finance Association, Miami, 2007.
  • Understanding Derivative in Project and Structured Finance Transactions presentation at District of Columbia Bar, Washington, D.C., 2007.
  • Acquiring Energy Assets, Documenting the Deal – The Buyer’s Perspective presentation at Law Seminar International Conference, Houston, 2003.
  • Letters of Credit presentation at Overseas Private Investment Corporation Brown Bag Lunch, 2002.
  • International Law Issues Involved in Doing Business in the Palestinian Autonomous Regions presentation at American Society for International Law conference, Washington, D.C., 2000.
  • Legal and Regulatory Framework for Independent Power Projects in Indonesia and the Philippines presentation to Chinese energy delegation, Singapore, 1996.
  • Does the Privacy Act of 1974 Protect Your Right to Privacy? An Examination of the Routine Use Exemption, 40 Am. U.L. Rev. 1990.

Professional Experience

  • Partner, Troutman Sanders LLP, 2001 - present
  • Special Counsel, Skadden, Arps, Slate, Meagher & Flom LLP, 2000 - 2001
  • Associate, Skadden, Arps, Slate, Meagher & Flom LLP, 1991 - 2000

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Education

  • American University, J.D., magna cum laude, The American University Law Review; Dean’s Fellow, 1991
  • University of Illinois, B.A., cum laude, 1987
  • University of Illinois, B.A., cum laude, Phi Beta Kappa, 1987

Bar Admissions

  • 1993 District of Columbia
  • 1991 Illinois