Vanessa Richelle WilsonPartner
Vanessa Richelle Wilson focuses exclusively on energy transactions. She represents energy companies, infrastructure funds, utilities, lenders and tax equity investors in the purchase, sale, development, construction and financing of energy projects, portfolios and companies, including renewable generation projects (utility-scale, distributed and residential solar, onshore and offshore wind, biomass and hydro), energy storage facilities, transmission systems, hydrogen production facilities, gas-fired power generation facilities, natural gas pipelines, and other energy-based transactions. Vanessa also regularly advises commercial and industrial companies in the procurement of renewable energy and renewable energy credits pursuant to corporate power purchase agreements.
Vanessa has more than 20 years of experience with energy infrastructure, including M&A transactions, project financings (traditional construction and term loans, tax equity investments, 144A offerings, and holdco and term loan B facilities) and joint ventures. She has also spent significant time negotiating power purchase agreements (including virtual and physical transactions), engineering procurement and construction agreements and storage service agreements.
- Representation of Shell New Energies in the acquisition of solar platform company Savion.
- Counsel to RenewCo in the formation of US subsidiary and the acquisition of a 1.5GW pipeline of utility-scale solar projects and 500MW of battery storage projects from Virginia-based developer Beaufort Rosemary.
- Representation of National Grid in a joint venture with New York Power Authority to rebuild approximately 110 miles of transmission lines in the North Country and Mohawk Valley New York, known as to "Smart Path Connect."
- Representation of large pharmaceutical company in the negotiation of a series of virtual power purchase agreements.
Representation of national bank in the evaluation of proposals for US procurement of renewable energy and RECs and negotiation of a VPPA with respect to a wind generation project.
- Advised Greencoat Capital in the acquisition of a majority equity interest in the owner of two US wind farms from EDP Renewables. The portfolio includes the Bright Stalk and Harvest Ridge wind farms, both located in Illinois, which have a combined capacity of 405 megawatts.
- Representation of Cypress Creek Renewables in the negotiation of agreements for the purchase of storage equipment.
- Representing infrastructure fund in the procurement of a solar platform company based in the northeast.
- Representation of a biotech company in the evaluation of a green tariff in South Carolina.
- Representation of west coast utility in the negotiation of a build-to-own arrangement for a wind generation project.
- Advising H&M on the procurement and negotiation of VPPAs across Europe and the US.
- Representation of glass manufacturer in the procurement of renewable power and RECs, including the negotiation of US transactions in the form of a VPPAs.
- Representation of an infrastructure fund in the proposed acquisition of a portfolio of distributed solar generation projects in the southeast US, including evaluation of real property options and leases, related title issues and environmental due diligence.
- Representation of US manufacturer in evaluation of options for on-site solar generation projects for self-supply at multiple locations.
- Representation of SGH2 Global, LLC, a subsidiary of the Solena Group, in the development and financing of a hydrogen production facility to be located in the City of Lancaster, California with the output intended to be used at hydrogen refueling stations across California and to qualify for the California LCFS. Included negotiation of long-term firm offtake contracts with two customers sufficient to support project financing.
- Representation of MJE-Loop Capital in the acquisition and development of a natural gas liquefaction facility to be located in Massachusetts. Also represented project company in the construction and term financing for the project.
- Negotiation of joint venture agreements for the development of hydrogen production projects in the U.S., Australia, Malta, and Poland.
- Representation of Sonnedix US Limited in the development of renewable generation projects.
- Representation of BP North America in the sale of a portfolio of operating wind projects in Texas, including structuring of auction and preparation of sales agreement and auction documents, preparation of disclosure schedules and assistance with matters related to PTC-qualification.
- Representation of church organization with respect to a master energy services agreement for the purchase of power and other energy products at multiple locations within PJM west.
- Representation of seller in proposed sale of solar platform company, including development of form of purchase and sale agreement and assistance with the evaluation of bids.
- Representation of US software company as buyer in the procurement of renewable energy and management services as to Massachusetts locations.
- Representation of commercial real property developer in the development of energy solutions and services for tenants in Chicago, Illinois.
- Representation of Exelon Corporation (NASDAQ: EXC) and its subsidiary Exelon Generation Company in the sale of Exelon Generation's distributed solar business, which includes 360 MW of generation in operation or under construction across nearly 600 sites located throughout the US, to Brookfield Renewable Partners for US$810 million. Transaction included organization and diligence as to existing contracts and structuring to avoid risk of the recapture of Investment Tax Credit.
- Representation of Softbank Energy in the negotiation of a power purchase agreement with Maui Electric Company for a 40 MW solar photovoltaic energy project paired with a 160 MWh battery energy storage on Maui and the subsequent sale of the project now referred to as the Kamaole Project.
- Representation of developer regarding proposed form of PPA and proposal in response to an RFP by Public Service Company of Colorado.
- Representation of a biotech company in the evaluation of a green tariff in South Carolina for the purchase of renewable power and RECs.
- Representation of Sonnedix US Limited in a US$15 million non-recourse financing with City National Bank of two operating photovoltaic solar generation facilities in Puerto Rico.
- Representation of Imperial Irrigation District in California in the negotiation of offtake and lease agreements related to a solar generation facility.
- Advised Invenergy in the negotiation of the balance of system agreement for Phase 1 of the Samson Solar Energy Center, a new 1,310-megawatt solar energy generation facility that will be the largest in the US and second largest in the world upon completion.
- Advice to developer regarding proposed form of PPA and proposal in response to an RFP by Public Service Company of New Mexico.
- Advising infrastructure fund in the acquisition of a solar project under development in Texas.
- Advising infrastructure fund in the acquisition of a compressed gas business operating in the northeastern U.S.
- Representation of PNE USA Inc. in the negotiation of a Power Purchase Agreement with the Incorporated County of Los Alamos.
- Representation of owner of industrial park in Rochester, New York in the development of revised form of retail power agreement and re-negotiation of same with commercial tenants.
- Representation of PNE USA Inc. in the negotiation of a Power Purchase Agreement with Tri-State Generation and Transmission Association Inc. with respect to a 77 MW wind generation facility to be located in Sante Fe, New Mexico.
- Representation of AES Energy Storage in the negotiation of a series of build-to-own construction contracts and related long-term maintenance agreements for the construction and maintenance of multiple energy storage units to be owned by Arizona Public Services Company.
- Representation of a water district in California in the acquisition and sale of an operating solar project, including settlement of outstanding obligations under a power purchase agreement.
- Representation of leading developer in the preparation of various proposals for energy storage projects in response to requests for proposals by Pacific Gas & Electric Company, Southern California Edison, Long Island Power Authority and New York Power Authority.
- Represented Hanwha Energy in the negotiation of a power purchase and storage services agreement with the Guam Power Authority for a solar project and on-site storage unit.
- Representation of a sponsor in the development of a proposal in response to an RFP for the construction of a storage project for Hawaiian Electric Company, Inc.
- Representation of Starwood Capital Group in the acquisition, development and financing of a wind farm in Ohio, including the negotiation of a turbine supply agreement and long-term maintenance agreement with Vestas.
- Representation of Bluestem Wind Energy, LLC, a subsidiary of Exelon Corporation, in connection with a US$243 million tax equity financing for a 198 MW wind farm in Oklahoma.
- Representation of sponsor in the negotiation of master supply agreement for the supply of batteries from a leading supplier.
- Representation of Developer in connection with the bid for offshore leases off the coast of New Jersey. DLA Piper provided advice regarding BOEM regulations governing auction process and terms of standard lease. Representation also included structuring and negotiation of joint development agreement, purchase agreement and development services agreement with seller.
- Representation of sponsor in an auction by the Bureau of Energy Management for a series of offshore leases.
- Advised Exelon Corporation on the bankruptcy of wholly-owned subsidiary, ExGen Texas Power, LLC ("EGTP") and reorganization plan for EGTP's five power plants (totaling 3,313 MWs) encumbered by US$675 million of non-recourse senior secured debt, including the renegotiation of a shared assets arrangement. The reorganization plan included orderly sale through auction of the five power plants and acquisition following successful bid by Exelon of one of the plants (Handley Generating Station) for US$60 million.
- Representation of BP North America in connection with the proposed sale of 100 percent of its North American wind portfolio.
- Advised a sponsor in the sale of 300 MW solar plant in Texas to an affiliate.
- Representation of a foreign institutional investor in connection with proposed investment in gas-fired generation projects under development in the U.S.
- Representation of Exelon Generation Company with respect to a US$243 million tax equity investment for a 198 MW wind project in Oklahoma involving a long-term power purchase agreement with Google Inc.
- Counsel to the sponsor, borrower and affiliates in connection with a US$850 million senior secured Holdco Term Loan B credit facility to leverage sponsor's interest in a portfolio of 33 wind, solar and biomass generation projects and distributed electric generation located in 15 states.
- Representation of Unilever in the negotiation of a power purchase agreement and lease for a rooftop solar project located on the rooftop of the Unilever office complex in New Jersey.
- Representation of a leading sponsor in the negotiation of long-term power purchase agreement for a utility-scale wind farm in Maryland.
- Representation of institutional investor in a US$60 million financing of 13 ground-mounted solar photovoltaic facilities located at an industrial generating station in North Carolina through a sale-leaseback structure which included a specialized cross-collateralization mechanism.
- Representation of institutional investor in the US$75 million tax equity financing of a portfolio of distributed generation solar projects in California, Nevada and Massachusetts.
- Representation of Ørsted A/S in the development of an offshore wind project off the coast of Massachusetts, including coordination of matters regarding the lease granted by the Bureau of Energy Management.
- Representation of Sunine in negotiation of terms for a tax equity financing of a portfolio of residential solar projects to be constructed and operated by OneRoof in California, Connecticut, Massachusetts, New York, New Jersey and Maryland.
- Representation of sponsor in the development of form energy offtake and lease agreement for distributed generation solar projects.
- Representation leading sponsor in the negotiation with Southern California Edison of a contract for the construction of an energy storage project.
- Representation of a leading sponsor of utility-scale energy storage projects in responses to requests for proposals by major utilities in California, New York and Hawaii.
- Counsel to Exelon Generation Company and affiliates in connection with an approximately US$175 million tax-equity financing for a portfolio of approximately 193 Bloom Energy ServerTM fuel cell systems with an aggregate capacity of approximately 39.95 MW to be located with host customers in California, Connecticut, New Jersey and New York.
- Representation of AES Energy Storage, LLC in the negotiation of one of the first long-term energy storage sales agreements with Southern California Edison in its 2014 RFP.
- Representation of institutional investor in the tax equity financing of rooftop solar projects in Arizona, California, Connecticut, Hawaii, Maryland, New Jersey, Utah and Washington.
- Representation of lenders in the restructuring of a financing for a combined-cycle power generating facility in Texas.
- Representation of the lenders in connection with the landmark, first-of-its-kind project financing of a portfolio of behind-the-meter battery energy storage systems located at various large-load commercial, industrial and government host sites in Los Angeles and Orange Counties, California, IJGlobal as the 2017 North American Energy Storage Deal of the Year and with respect to 2018 and 2019 financings expanding the portfolio for a total of 89 projects.
- Representation of Invenergy with respect to a build-to-own construction contract and related long-term maintenance agreement for the construction and maintenance of energy storage units to be owned by Arizona Public Services Company.
- Representation of leading developer in the preparation of various proposals for energy storage projects in response to requests for proposals by Pacific Gas & Electric Company, Southern California Edison, Long Island Power Authority, Portland General Electric and New York Power Authority.
- Representation of foreign investor in the development of a proposal in response to an RFP by Southern California Edison for the construction of an energy storage project.
- Representation of State Street & Trust in the tax equity financing of rooftop solar projects in Arizona, California, Connecticut, Hawaii, Maryland, New Jersey, Utah and Washington, including negotiation of framework agreement and establishment of criteria for qualifying projects.
- Representation of Starwood Capital Group in the acquisition, development and financing of various wind farms.
- Representation of a leading sponsor in the preparation of a response to an RFP for Virgin Islands Water and Power Authority seeking proposals for a long-term power purchase agreement for a solar facility.
- Representation of Silver Ridge Power, LLC in connection with the acquisition and development of solar projects located in Imperial County, California.
- Representation of Natixis in connection with the financing of Great Northern Midstream’s BakkenLink Pipeline, a 132-mile pipeline that features six different receiving points and a railhead facility near Fryburg, North Dakota. The financing was structured as a hybrid combining both traditional project finance elements, as well as an asset-based loan facility.
- Representation of a leading sponsor in the development of grid-scale energy storage projects in California and Texas, including the negotiation of equipment supply contracts.
- Representation of Conifex Timber in the development and US$96 million construction and term financing of a 36 MW biomass facility to be located in Mackenzie, British Columbia.
- Representation of Japanese, French, Dutch and Danish lenders and financing parties in connection with the financing of the approximately US$2.5 billion Cape Wind Offshore Wind Project, including evaluation of the on-going acquisition of permits required for the construction and operation of the Project and advice as to litigation challenging grant of permits.
- Representation of a leading developer in the development of utility-scale solar projects in Hawaii, including the negotiation of power purchase agreements.
- Representation of developer regarding proposed rooftop solar facility at existing power generation facility in California.
- Representation of Silver Ridge Power in a US$39 million asset-based financing with Investec based on a portfolio of solar panels.
- Representation of Silver Ridge Power in the establishment of a joint venture with First Solar for the development of solar projects.
- Representation of Silver Ridge Power in the proposed acquisition and development of various utility-scale solar projects in California, Indiana and Mississippi, including the evaluation of various long-term power purchase agreements.
- Counsel to sponsor and affiliates in connection with a Section 4(a)(2) private placement of US$150 million of senior secured notes and the establishment of related letter of credit and working capital facilities in connection with the financing of their continued ownership, operation and maintenance of a 256 MW portfolio of seven wind and solar power generation projects located in California, Oregon, Maryland, Michigan and Missouri.
- Representation of Continental Wind, LLC, a subsidiary of Exelon Corporation, in connection with the US$613 million 144A financing of a portfolio of wind projects located in Idaho, Kansas, Michigan, Oregon, New Mexico and Texas, with a total net capacity equal to 667 MW. RBS Securities Corp., Barclays Capital Inc. and Citigroup Global Markets led the offering as joint book-running managers.
- Representation of developer in the US$200 million financing of a biomass facility located in Connecticut.
- Represented Starwood Energy Group in the acquisition of a partial interest in Gainesville Renewable Energy Center (GREC) from Tyr Energy, Inc. GREC is a 100 MW biomass facility under construction in Gainesville, Florida.
- Representation of Crédit Agricole in the proposed US$61 million financing of a biomass project to be located in Hawaii.
- Representation of Silver Ridge Power, LLC in the development and financing of a solar project in Puerto Rico in reliance on a landmark private letter ruling from the IRS confirming the project's qualification as "energy property" under Section 48 of the tax code notwithstanding its location outside the United States.
- Representation of Starwood Energy Group in the acquisition of a partial interest in a 75 MW biomass facility located in New Hampshire as well as a US$55 million loan to an affiliate of the project company.
- Representation of large lender group, jointly led by Natixis, WestLB AG, Export Development Canada, Crédit Agricole Corporate and Investment Bank, Societe Generale Americas Securities, Bank of Tokyo-Mitsubishi UFJ and Union Bank NA, in the US$1.2 billion financing of the 550 MW Astoria Energy II Power Project.
- Advice to various developers of renewable power projects as to cash grants available pursuant to the American Recovery and Reinvestment Act of 2009.
- Representation of a leading developer in the proposed acquisition of a large portfolio of 18 operating wind farms located in nine states with an aggregate capacity of approximately 1500 MW.
- Representation of AES Energy Storage, LLC in the negotiation of a joint development and purchase agreement with A123 with respect to lithium battery technology for use at power plants.
- Representation of The AES Corporation in the acquisition and reorganization of a company with carbon capture projects in Brazil, Mexico, Canada and the United States, including review of project contracts and development of strategies regarding the management of projects worldwide.
- Representation of The AES Corporation in the development of a coal-fired electric generation facility in Mexico, including negotiation of power purchase agreement and related agreement with Grupo Mexico and related entities.
- Representation of Crédit Agricole Corporate and Investment Bank in the financing of an approximately 245 MW combined-cycle power generating facility located in Victoria, Texas, sponsored by NuCoastal Power.
- Representation of WestLB, Barclays Capital and a syndicate of lenders in connection with a US$280 million loan to subsidiaries of Falcon Gas Storage for the expansion of each of the Hill-Lake Gas Storage Facility located in Eastland County, Texas and the Worsham-Steed Gas Storage Facility located in Jack County, Texas.
- Representation of a leading sponsor in the development of a proposal in response to an RFP for generation and ancillary services by Portland General Electric Company.
- Representation of Crédit Agricole Securities (USA) Inc. in connection with the issuance of US$50 million in senior secured notes by an affiliate of Goldman Sachs Group, Inc. to finance the acquisition of a long-term power purchase agreement with Jersey Central Power & Light.
- J.D., Tulane Law School
summa cum laude, Articles Editor, Tulane Law Review
- B.A., University of New Orleans
- Recommended by The Legal 500 2019-2022 for projects and renewable/alternative power
- Chambers and Partners lists Vanessa as one of the "notable practitioners" of the firm's Band 2 ranked Nationwide Projects: Agency Financing practice in their 2021 USA guide
- Named by IFLR1000 as a "Rising Star" for Banking and Finance, 2014-2022
- Electrodes Holdings portfolio battery storage project financing named "2017 North America Energy Storage Deal of the Year" by IJGlobal
- Continental Wind Portfolio power project financing named "North American Portfolio Power Deal of the Year 2013" by Project Finance magazine
- Astoria II power project financing named "Power Deal of the Year 2009" by Project Finance International and "North American Single Asset Power Deal of the Year 2009" by Project Finance magazine
- "The clean energy provisions of the Inflation Reduction Act of 2022 – a historic effort to encourage the development of clean energy and reduce carbon emissions," August 17, 2022
- "US DOC initiates circumvention inquiries against solar cells and modules from Cambodia, Malaysia, Thailand and Vietnam," April 14, 2022 (republished in Energy Law Report July-August 2022)
- "The long-awaited solar panel tariff decision is here – key points for industry stakeholders," February 10, 2022 (republished in Energy Law Report May 2022)
- "Biden Administration works to expand US offshore wind market," September 28,2021
- "Global Guide to Corporate Power Purchase Agreements” (US section), June 3, 2021
- "Update on the Executive Order prohibiting import and installation of bulk power system equipment sourced from a foreign adversary: DOE FAQs," June 8,2020
- "Assessing ESG Factors in the Energy Sector, a DLA Piper Handbook," October 27, 2020
- Panelist, DLA Piper Energy Sector Webinar - Applicable SESG Standards and Ratings: Mandatory Reporting and Best Practices (2021)
- Speaker, Battery Storage Applications Workshop at 2019 CoBank Energy and Water Executive Forum (July 2019)
- Speaker, Private Equity Funds and Other Options for Financing Energy Projects at the National Conference of the Women's Energy Network (March 2019)
- Panelist, Energy Bar Association’s Chapter Energizer – Battery Storage: Transmission or Generation Short-Circuited (2018)
- Panelist, WEN GNYC Market Discussion Series – The Changing Landscape of Renewable Energy (2017)
- U.S. Court of Appeals, 5th Circuit, John M. Wisdom
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