Jones Day ranks among the top law firms in the world for the representation of clients in project finance and energy transactions. Our lawyers have been engaged in industries such as power generation, transmission, and distribution; pipelines; oil & gas; petrochemicals; telecommunications; transportation; water and waste; mining, metals, and other natural resources; and infrastructure such as sporting arenas, entertainment complexes, and mixed-use projects. This experience, and the fact that we have represented the full spectrum of participants, including developers, lenders, offtakers, suppliers, contractors, and insurers, enhances our ability to advise on complex structures designed to solve a variety of financial and other challenges. As the project finance marketplace has evolved, we have expanded our practice to include asset dispositions and acquisitions, restructurings, portfolio securitizations, credit enhancement, and other risk mitigation techniques.
In our project work, we draw on the Firm’s extensive practices in mergers and acquisitions, corporate finance, tax, real estate, antitrust, government regulation, environmental protection, labor and employment, intellectual property, bankruptcy and restructuring, and litigation and alternative dispute resolution. We assemble appropriate members of a project team for those aspects of the matter that require their experience and as the workload demands. Our project team is closely integrated with the Firm's Energy Practice, which represents over one-third of the energy companies in the Fortune 500 and was ranked No. 1 in "Oil, Gas & Energy Review" (Financier Worldwide, February 2003).
Our projects have utilized all types of financing arrangements, including:
- Commercial secured and unsecured loans and loan syndications.
- Multilateral, bilateral, and export credit agency financings.
- Construction and term debt facilities.
- Public and private issuances of debt and equity securities.
- Municipal finance and various lease-based transactions, including sale-leaseback, operating, and synthetic lease financings.
- Structured receivables arrangements and asset-backed securities.
- Leveraged buyouts and other acquisition financing.
Our understanding of the development approach, ownership structure, and financing plan for our projects, together with our experience with the relevant project agreements, allows us to conduct cost-effective, targeted, and prioritized due diligence to assess project risks and financing issues from the outset. We assist our developer clients in obtaining permits and regulatory approvals and analyze property, security, and other issues that arise in trying to close a successful bid. We advise lenders in negotiating financing agreements that balance borrower needs with market standards and syndication considerations.
The sectors in which we are engaged include:
Power. Jones Day is active in the development of electric power generating projects internationally and in the U.S. Our power sector experience includes coal, oil, and natural-gas-fired power plants and nuclear facilities; cogeneration facilities fueled with wood, fossil, and synthetic fuels; agricultural and municipal solid-waste and hydroelectric projects; and renewable energy plants. Our lawyers are involved in drafting and negotiating all types of commercial contracts for energy and power infrastructure, including short-, medium-, and long-term power purchase agreements, tolling agreements, energy marketing arrangements, pipeline transportation agreements, and natural gas and LNG sale and purchase agreements. Recently, we represented Unión Fenosa in connection with the successful financing of the 1,000 MW gas-fired generation facility in Tuxpan, Mexico, and closed the project bond financing of 11 Calpine combustion turbine peaking plants at nine sites in northern California (Project Finance's "North America Project Bond Deal of the Year").Renewables: In renewables we advise developers, utilities and other generators, lenders and financial institutions, power purchasers, contractors, and insurers on real estate, permitting, and regulatory matters at the federal, state, and local levels, and, where project financing is contemplated, the negotiation of an effective security package meeting the commercial objectives of our developer clients and the requirements of the lenders. Jones Day ranked first by number of deals and second by deal volume in Project Finance’s "Global Renewable Energy League Table" for the one-year period from July 1, 2003, to June 30, 2004. Our recent work includes representation of The Royal Bank of Scotland as lender to the 300 MW Stateline project, the largest wind power project in the world; AEP, as developer of several successful projects, including the 160.5 MW Desert Sky project in Texas (Project Finance's "North America Renewables Deal of the Year"); Banco Español de Crédito, as lender to Proyecto Noroeste and Peña Armada, owner of four wind power projects and two mini hydraulic plants in Spain; and Banco Santander, as lender to Faro Farelo, the owner of four wind projects in Spain. Jones Day also advises banking and other clients on environmental protection and liability, the challenges of addressing global climate change, and the steps to stabilize or reduce atmospheric greenhouse gas concentrations created by climate change.
LNG and Gas Pipelines: Our lawyers have been involved in LNG projects in the U.S., Asia, Europe (including Spain), the Middle East (Qatar, Oman, and Saudi Arabia), and the Caribbean (particularly Trinidad and Tobago). We advise on the siting, construction, and operation of those facilities and related infrastructure; conduct regulatory advocacy and formal proceedings; and handle other transactional and regulatory matters relating to those projects. We recently closed the successful financing of the $900 million Guangdong LNG Terminal and Trunkline Project, China's first LNG import project, which was named “Asia-Pacific Oil & Gas Deal of the Year" from both Project Finance International and Project Finance, and "Project Finance Deal of the Year" from IFLR. We currently represent two major oil and gas companies in connection with their respective LNG activities in and outside the U.S. In addition, the firm is engaged in gas pipeline projects in Indonesia, China, and Russia.
Oil & Gas: Jones Day's Oil & Gas team provides creative, comprehensive, and effective legal solutions to participants in the oil and gas industries worldwide. We advise oil and gas producers, pipeline and distribution companies, energy marketers, project developers, lenders, multilateral agencies, and governments and state agencies on upstream, midstream, and downstream oil and gas (including LNG and shipping), petrochemical, and power projects worldwide. Jones Day recently completed a $1.4 billion financing for Block 18 in Angola, which was named Project Finance International “Oil & Gas Deal of the Year” in their 2007 Yearbook.
Metals and Mining: Our metals and mining projects encompass mining, processing, and transport, as well as equipment financings for locomotives, draglines, power shovels, and other large industrial equipment and systems. We have advised Cleveland-Cliffs on projects such as its $4.5 million investment in the Mesabi Nuggets Project, a joint venture whose participants are developing a new iron making technology, and a recent shelf registration for $172 million in preferred stock. We recently advised WL Ross & Co. LLC as lead investor in International Coal Group, Inc., an entity formed to accomplish the $786 million bankruptcy buyout of Horizon Natural Resources Company. Our representation involved all aspects of the acquisition financing, such as the establishment of a $245 million revolving credit and term loan facility and synthetic letter of credit facility. Jones Day acts as principal outside counsel to International Coal Group.
Airports: Jones Day acted for JFK International Air Terminal in the financing and construction of the $2.8 billion Terminal 4 Redevelopment Project at JFK and for Continental Airlines in a $730 million project bond issue for the expansion of its hub operation at Newark International. We also advised on airport projects in the Philippines, Turkey, Southeast Asia, and the U.K. For airline projects, our clients benefit from our knowledge and relationships in the airlines industry, where we have represented many of the world's largest airlines.
Ports: Jones Day also represents the holders of a controlling equity interest in a major China port project to develop, own and operate a logistics park, manufacturing and industrial zone, container yard and other commercial properties on reclaimed land adjacent to the Yangshan Deepwater port off the cost of Zhejiang Province, near Shanghai and Ningbo. Our work includes advice with respect to the implementation of the project, including coordination of PRC advice with respect to land use, permits and regulatory matters, the review of dredging and land reclamation contracts, leases and other material agreements and, at the financing stage, the negotiation of an effective security package meeting the commercial objective of the project sponsors and the requirements of the lenders and other investors.
Roads: We recently represented the concession company in the financing of the Américo Vespucio Sur Toll Road in Santiago, Chile, one of four parts of a road system that will form a ring around Santiago. Other road projects on which Jones Day lawyers have advised include the Castello-Raposo Toll Road in São Paulo, Brazil; a toll road between Surat and Manor in Gujarat, India; the A1(M) and A417/A419 DBFO Roads Projects in the U.K.; the N4 Maputo Corridor Toll Road Project in South Africa and the San José–Caldera Toll Road and the San José–San Ramón Toll Road in Costa Rica. Jones Day was named "Top Transport Legal Adviser of 2006" at the Infrastructure Journal Awards 2007 in recognition of closing four toll road deals worth US$10.5 billion in the UK, France, and Spain.
Rail: Our lawyers represented London Regional Transport in the financing of the £1.2 billion communications, rail network signaling, and fiber optic cable transmission system for London Underground Limited under the UK Private Finance Initiative and in connection with the £7 billion public-private partnership for London's Underground Rail Network. We also advised on the Kuala Lumpur Light Rail Transit System Project, the Shanghai-Pudong Subway Project, the Electrified Double Track Project in West Malaysia, and the $1.9 billion development and construction of a below-grade railway corridor in California.
Telecommunications: Our telecom work encompasses the full scope of industry activity and regulatory matters, representing U.S. and international telecommunications service providers, media concerns, equipment manufacturers, and aerospace companies in local, national, and international legal environments. Our work includes wired and wireless voice and data, satellite, radio and cable television, and other systems. We advised France Télécom S.A. and Orange S.A. in the restructuring of their interest in mobilcom, including repurchase of $1.3 billion in loans by vendor financiers Nokia Oyj and LM Ericsson AB, and we represented WilTel Communications Group, Inc., in its $5 billion chapter 11 reorganization.
Water and Waste: Our work in this area relates to all aspects of water utility operations including construction, water purchase and sale agreements, water pricing (through both contract and tariff mechanisms), regulatory representations, and debt and equity financings, as well as environmental counseling and general corporate advice. We represented Lyonnaise des Eaux in its $7.4 billion merger with Compagnie de Suez. We represent subsidiaries of the two largest U.S. water holding companies, American Water Works Company, Inc. (which is a subsidiary of Thames Water and its parent, RWE AG), and Aqua America, Inc., as well as Veolia Environnement and its subsidiary Onyx in connection with projects in China. We have also been involved in wastewater and waste-to-energy projects in the U.S., including on behalf of the Bank of Australia.
Sports, Hospitality, and Leisure: The Firm has extensive experience in the development and financing of sports facilities, entertainment complexes, and mixed-use projects. We advised on the development and financing of the $400 million Gateway Complex in Ohio, which includes Jacobs Field for the Cleveland Indians and Gund Arena for the Cleveland Cavaliers; the $165 million San Jose Arena in California for the San Jose Sharks; and the $240 million Compaq Center in Texas for the Houston Rockets. We represented JPMorgan Chase in its financing of the Maryland Stadium Authority for the development of Oriole Park at Camden Yards in Baltimore. We advised the Rock and Roll Hall of Fame and Museum in Cleveland on its tax-free municipal bond financing package and acted as development counsel in connection with the design, construction, and fit-out of the facility. We also represented Arsenal F.C. in connection with the development of the Arsenal Football Club Stadium in London.
Contact(s)
Arman Galledari
Singapore
Tel: 65.6538.3939
London
Tel: 44.20.7039.5959
E-mail
Richard P. Puttré
Madrid
Tel: 34.91.520.39.39
E-mail