Our infrastructure team has the resources to address all aspects of project development including engineering, procurement, development, construction, contracts, real estate, regulatory, and tax issues (including federal, state, and local issues).
Our corporate and tax attorneys structure projects around one or more development companies, operating companies, or holding companies with the following factors in mind:
(a) asset protection – limiting recourse to a specific pool of assets and separating high risk assets from low risk assets;
(b) accommodating the ownership of various classes of assets which require different amounts of leverage and which offer a different investment return profile; and
(c) tax efficiencies.
The liability of different asset classes and equity investors can be limited by separating pipelines from mineral interests, separating business divisions within a single project, separating regulated and non-regulated activities, or separating ownership interests in separate assets within a project. By creating a tiered legal entity structure, our attorneys design distribution waterfalls to meet the requirements of both senior and subordinated creditors and the common and preferred equity investors.
EPC and EPCM Arrangements
Our EPC attorneys have extensive experience drafting and negotiating EPC and other related contracts for both onshore and offshore projects. We work closely with the client to assess the project objectives, identify the project scope, and outline a process by which our clients achieve a cost-effective solution and manage contract exposure. We help clients (a) develop strategies for bidding, procurement, and subcontracting, (b) identify and resolve regulatory issues (including FERC), and (c) create appropriate contract structures.
Our goal is to help the client preserve business relationships, manage costs, and complete the project on time. Our experience allows us to offer practical advice and identify potential issues before they impact costs or the project.
Project Developments and Commercial Contracts
Our infrastructure team has extensive experience drafting and negotiating commercial contracts for infrastructure projects, including:
- Liquefaction tolling agreements and liquefaction option agreements
- Natural gas storage agreements, natural gas liquids storage agreements, pad gas supply and lease agreements, and storage O&M agreements
- Natural gas and natural gas liquids gathering, aggregation, transportation, processing, loading, interconnection, fractionation, and terminal agreements
- Natural gas and natural gas liquids purchase and sale agreements, feed gas agreements
- ISDA Master Swap agreements, and credit support agreements
- Power fuel supply and offtake agreements, O&M agreements, EPC contracts and land rights agreements
- Supply, warranty and service agreements; purchase and sale agreements
- Purchase power and interconnection agreements; equipment agreements
- Option agreements
- Renewable Energy Certificates (RECs) and other environmental attribute agreements
Regulatory and Environmental
Our infrastructure team has substantial experience in assessing and managing regulatory risk, at the federal, state and local levels, including due diligence, permitting, compliance, administrative hearings, enforcement investigation and policy. Our lawyers have experience before the governmental agencies that can impact infrastructure projects, such as FERC, EPA, SEC, DOI, USACE, FWS, DOT, OSHA, and state agencies in key jurisdictions.
Our tax attorneys contribute efficiencies to the project by minimizing taxes and maximizing the projects’ and the investors’ after-tax return. We seek to qualify the project company or investors for tax benefits such as accelerated depreciation, investment tax credits, production tax credits, renewable energy credits, carbon credits and other incentives offered by state, local and federal tax authorities.
In international projects we develop cross-border strategies to reduce corporate income and withholding taxes in the United States and abroad. We will match various legal entities and investors with domestic and tax treaty benefits, such as relief from branch profits and withholding taxes.
In addition, our tax team routinely advises on state and local tax issues as they relate to large, complex infrastructure projects. These issues include managing various property tax abatements and sales tax exemptions for toll roads owned by TxDOT, storage facilities, petrochemical and power plants, and renewable energy projects, including the manufacturing exemption from sales tax on equipment used to manufacture or process goods and materials.
Local Issues and Relations
We offer substantial experience in handling local governmental issues and working with authorities and community groups to resolve concerns and enhance relationships.
Our real estate lawyers have significant experience in negotiating land right agreements for projects, including leases, easements, and rights of way.