Developing and financing energy infrastructure projects requires a wide array of legal expertise. Pierce Atwood is one of a select few firms that offers this requisite expertise in one place with a value proposition that cannot be matched by larger firms.Energy infrastructure suite of energy services

Pierce Atwood delivers cost-effective solutions to its clients, whether by guiding them through complex financings or tax structures, drafting and negotiating major project or credit documents, anticipating and overcoming regulatory obstacles, and allocating risk among project participants.  We leverage our broad expertise on sophisticated matters and employ a collaborative approach to solve problems and complete projects quickly and efficiently. While Pierce Atwood has a long and successful history assisting clients on projects utilizing virtually any fuel or technology, our attorneys are also at the cutting edge of the rapidly growing renewable energy industry.  We work closely with clients in developing wind, solar, battery storage and other renewable energy facilities, including tax equity structuring and debt financing for those facilities.

With unprecedented change underway in the energy sector, Pierce Atwood delivers real-time knowledge and value to its clients.Pierce Atwood has substantial experience negotiating the full array of agreements that are essential to a project’s success, and offers a deep bench of former regulators and private equity participants with deep insight into the regulatory approval and financing process– including the Chair of Federal Energy Regulatory Commission’s (FERC) Cogeneration and Small Power Production Task Force, Chief of Staff and General Counsel of the Massachusetts Department of Public Utilities (DPU), FERC’s Supervisory Attorney for Gas & Oil Litigation, FERC Commissioner Assistants, state public service commission attorneys, and board members of solar energy and biofuels companies.

Areas of Expertise

With over 30 attorneys in our Energy Infrastructure Project Development & Finance practice, clients seek out Pierce Atwood because we understand the commercial, regulatory, tax, real estate, land use, economic, environmental and financial issues underpinning the successful development of energy infrastructure projects. We recognize that these projects are multi-disciplinary in nature, and we draw on expertise across the firm as needed to help attain the desired solution for our clients.  We also understand the need to collaborate closely with engineers, economists, environmental experts, financial analysts and other experts are part of the broader client and project team.

Pierce Atwood acts as primary counsel to major energy project developers, shippers, commercial lenders, private equity companies, investor-owned utilities and bilateral and multilateral financial institutions involved in the development and financing of energy and other infrastructure projects. We represent our clients on all aspects of project development, from the initial, pre-development stages through financial closing. We advise clients on commercial agreements, site acquisitions, investment and tax structurings, regulatory approvals, bank borrowings, and sales and dispositions.  Our team has experience with the full array of corporate and commercial structures, and helps our clients design strategies to maximize the value of tax benefits and renewable energy credits. We structure and negotiate the full array of agreements essential to successfully financing a project, including:

  • Debt Financing
  • Private Equity
  • Joint Venture
  • Tax Equity
  • Real Estate
  • Power Purchase
  • Hedging and Risk Management
  • EPC and O&M
  • Interconnection and Transmission Services
  • Energy Storage
  • Renewable Energy Credits (RECs)
  • Siting and Permitting
  • Asset Management
  • Fuel Supply and Transportation
  • Environmental and Land Use

Fuels & Advanced Technologies

Pierce Atwood is equipped to represent projects utilizing virtually any renewable or conventional fuel or technology. With its historic roots in Maine and the pulp and paper industry, Pierce Atwood was one of the earliest firms to work in the renewables and cogeneration industries through the development of generating projects powered by wood waste and other renewable by-products.  Since that time we have advised clients on solar, on-shore and off-shore wind, energy storage, ethanol, landfill gas, geothermal, hydropower, biodiesel, biomass and advanced technology projects. Our lawyers have substantial experience in the environmental issues posed by renewable technologies and extensive knowledge of the availability of renewable energy certificates (RECS), carbon set-asides and Renewable Portfolio Standards.

We also have substantial experience working with projects utilizing conventional fuels.  We regularly work on conventional thermal generating facilities, including natural gas and biomass, as well as cogeneration and combined heating and power (CHP) systems.  Our attorneys have been instrumental in drafting many of the landmark rules governing cogeneration and CHP, and have successfully negotiated fuel supply, fuel transportation and interconnection agreements for natural gas, biomass, LNG, and other liquid products.  We also represent developers of electric transmission projects, pipelines and shippers of natural gas, crude oil and petroleum products.

Private Funds & Joint Ventures

Pierce Atwood’s lawyers provide entrepreneurial, pragmatic, and proactive advice to private funds clients.  Our experience covers fund formation, management structuring, and deal execution across a broad range of fund classes, including buyout, venture capital, hedge, real estate, energy, mezzanine, distressed, and funds of funds. We have structured complex transactions throughout the U.S. and overseas involving energy and infrastructure, as well as real estate, telecommunications, and technology development in the U.S. and overseas.

Pierce Atwood’s attorneys have extensive experience negotiating sophisticated joint venture agreements between sponsors and private equity investors for the acquisition, development, and operation of commercial real estate, energy, and other classes of properties. We have represented sponsors and investors in connection with both single-property and portfolio acquisitions, as well as programmatic joint ventures aimed at building a platform for the investor and sponsor to hold multiple properties. We have substantial experience negotiating joint ventures with some of the largest private equity firms, but also with mid- and small-cap PE investors, strategic capital partners, family office, and high net worth investors. In many cases we represent our clients on these matters for the entire lifespan of the investments involved, and assist them with issues arising in the operation, financing, exit strategy planning and transfer, or other disposition of the relevant joint venture’s assets.

State Green Banks; DOE Loan Guarantees

Pierce Atwood attorneys have worked closely with the New York and Connecticut Green Banks on a variety of loans and credit enhancements to support clean energy projects in those states. The firm has helped to arrange loan guarantees with the U.S. Department of Energy for a range of energy projects that foster and support clean energy and greenhouse gas reductions. Pierce Atwood has successfully secured bonds and grants for both start-ups and established clients.

Representative Experience

Representation of Athens Energy and its sister company, Maine Woods Pellet Company, in connection with all aspects of the financing of a $38 million biomass electricity generation facility, including $31 million of new markets tax credit financing ($31 million of State of Maine allocation and $7.5 million of federal allocation) and the syndication of renewable energy investment tax credits (ITC).

Athens Energy & Maine Woods Pellet Company Biomass Project Tax Credits

We advised Burgess Biopower on all aspects of financing the redevelopment of a shuttered paper mill into a state-of-the-art 75 MW biomass power plant located in Berlin, New Hampshire, which will burn waste biomass and sell power to the grid. The financing involved several sources of funds, including $63.5 million of new markets tax credit financing with allocation from six CDEs. The project also involved a $90 million section 1603 cash grant in lieu of an investment tax credit or production tax credits. The balance of the project was financed by $200 million of rated bonds provided by a consortium of financial institutions. We also advised with respect to EPC agreement, off-take power purchase agreement with PSNH and all project related agreements.

Burgess Biopower New Hampshire Mill Redevelopment

Represented Central Maine Power Company and Milliken Company on hydropower redevelopment, off-take licensing, project finance and related activities.

CMP and Milliken Company on Hydropower Redevelopment and Related Activities

Lead counsel to Central Maine Power Company in its sale to FPL Energy of its entire generation portfolio, including 27 hydroelectric facilities totaling 373 MW.

CMP Sale of Generation Portfolio to FPL Energy

Represented investor in all aspects of converting a defunct paper mill into a biomass facility, including development, financing, power sale, fuel purchase, and renewable energy credits.

Converting Defunct Paper Mill into Biomass Facility

Advised a Kentucky developer of solar PV projects in connection with new market tax credit opportunities, off take agreements, financing and tax credits.

Developer of Solar PV Projects Off-Take Agreements and Financing Matters

Assisting Bright Community Capital, a subsidiary of Coastal Enterprises, Inc., with all aspects of fund formation and capital raise efforts for a tax equity fund and a sponsor equity fund, which will be used to acquire mid-size solar PV projects with a focus on those in low-income areas or benefitting low-income people.

Fund Formation & Capital Raise to Acquire Mid-Size Solar Projects

Helped devise and negotiate innovative project development loan and equity option agreements between a private equity fund and a renewable project developer to secure, fund and ultimately develop renewable projects.

Innovative Project Development Loan and Equity Option Agreements for Renewable Projects

Provide corporate and regulatory counsel to a large, Boston-based banking institution in connection with the monetization of federal and state income tax credits associated with a wide variety of energy projects.

Monetization of Federal and State Income Tax Credits Associated with Energy Projects

Represented the monetization of wood fueled electric power generating facilities in Maine and New York developed by Boralex Industries, Inc.

Monetization of Wood Fueled Electric Power Generating Facilities

Assisting Cate Street’s subsidiary Newco Energy in development and $275 million new market tax credit and Section 1603 financing of its biomass plant in Berlin, New Hampshire.

Newco Energy Development and Financing of Biomass Plant

Represented NTE Energy, a power developer and energy services provider, in strategizing, structuring, negotiating, and documenting equity investments for three natural gas-fired power plants valued at more than $1.1 billion.

NTE Energy Development of Gas-Fired Power Plants

Pierce Atwood helped guide NTE Carolinas, an affiliate of NTE Energy, in its $605 million financing deal for construction and operation of Kings Mountain Energy Center.  

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NTE Energy Financing for North Carolina Project

Represent NTE Energy in connection to its hybrid renewable biomass power generation projects. We have assisted with all aspects of development, financing and off-take agreement negotiations for projects in Florida, Tennessee, Alabama, Louisiana, Mississippi, Virginia, New Jersey, North Carolina, South Carolina, Ohio, Indiana and Washington.

NTE Energy Hybrid Renewable Biomass Power Generation Projects

We have represented a nuclear power plant in New Hampshire on multiple property tax valuation matters, as well as on obtaining pollution control exemptions.

Nuclear Power Plant Pollution Control Exemptions & Tax Abatements

Representing Great Bay Renewables in connection with royalty investments being made in both renewable energy projects and renewable energy developers.

Royalty Investments in Renewable Energy Projects

Representation of Sunlight Capital Partners in connection with acquisition, disposition and financing of their portfolio of 200 MW of small scale solar projects located in southern California.

Sunlight Partners Development of Solar Photovoltaic Projects

Pierce Atwood is at the cutting edge of the growing and increasingly complex industry of renewable energy technologies. Pierce Atwood helps its clients structure net metering, SMART program, value-based distributed energy, community solar, synthetic power purchases and other distributed energy agreements. We help clients maximize all available state and federal renewable or solar energy tax credits. Our firm has expertise in all aspects of renewable energy project development to assist developers, power producers, and investors throughout the U.S. and abroad. Whether the renewable source is wind, solar, hydro, energy storage, tidal, biomass, or biogas, our energy lawyers have experience in the core areas that make or break a renewable energy project.

Pierce Atwood’s lawyers have played a leading role in the evolution of the renewable energy industry in the United States. We have represented clients from the initial stages of investment and tax structuring to the development and financing of the full breadth of sustainable energy projects. We are equipped to represent any power developer of any project that utilizes any fuel or technology.  We have worked on landfill gas, wind, ethanol, solar, geothermal, hydropower, biodiesel, as well as a variety of biomass projects, including wood. We are fully capable of representing any energy developer from the earliest stage of a project's development to the successful financing of the project.

Our attorneys have extensive experience in the environmental, energy regulatory, contractual and financing issues associated with the development, construction financing, acquisition, or acquisition financing of waste wood-fired power plants.  We have worked on the construction and acquisition financing of wood-fired power projects in Massachusetts, California, New York and Michigan. We have worked on transactions to monetize tax credits for wind, solar and biomass power plants.

Representative Experience

Represented Brookfield Renewable Power in matters concerning the Ripogenus and Penobscot Mills, including judicial appeals of FERC license orders. We obtained a favorable ruling in Conservation Law Foundation v. FERC, 216 F.3d 41 (D.C. Cir. 2000).

Brookfield Renewable Power in Ripogenus and Penobscot Mills Matters

Represented Central Maine Power Company and Milliken Company on hydropower redevelopment, off-take licensing, project finance and related activities.

CMP and Milliken Company on Hydropower Redevelopment and Related Activities

Represented a community-based wind farm in obtaining state regulatory approval for a long-term electricity contract.

Community-Based Wind Farm State Regulatory Approval for Long-Term Electricity Contract

Represented investor in all aspects of converting a defunct paper mill into a biomass facility, including development, financing, power sale, fuel purchase, and renewable energy credits.

Converting Defunct Paper Mill into Biomass Facility

We are advising Cornell University, a private New York educational institution, on a number of solar PV and geothermal power projects it is installing in New York, as well as on general energy and policy matters affecting its energy sustainability program. Cornell is the largest energy user in New York State.  Cornell is also a founding member of the Coalition of Renewable Energy Users and Developers (CORE), an ad hoc group of New York renewable energy users and developers.

Cornell University Solar PV & Geothermal Power Projects

Assisting Mountain Gardens, LLC, a solar PV developer, in connection with the development of two 2 MW (each) brownfield community distributed solar projects located in Newburgh, New York.

Development of Brownfield Community Distributed Solar Projects

We represent and advise landfill owners in the development of gas-to-energy sites where methane is extracted from the landfill and used to generate electricity.

Development of Gas-to-Energy Sites

We are assisting Ørsted (formerly DONG Energy), a Danish energy company and one of the world's leading developers of off-shore wind generation facilities, in connection with the development of Bay State Wind, its proposed off-shore wind farm southwest of Martha's Vineyard.

Development of Offshore Wind Farm

Represented Sappi North America, Inc. in the negotiation and permitting of the surrender of the FERC license for the Saccarappa Hydro Project in Westbrook, Maine, in 2013-2019.

Hydropower Project Surrender of FERC License

Helped devise and negotiate innovative project development loan and equity option agreements between a private equity fund and a renewable project developer to secure, fund and ultimately develop renewable projects.

Innovative Project Development Loan and Equity Option Agreements for Renewable Projects

Pierce Atwood helped guide NTE Carolinas, an affiliate of NTE Energy, in its $605 million financing deal for construction and operation of Kings Mountain Energy Center.  

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NTE Energy Financing for North Carolina Project

Represent NTE Energy in connection to its hybrid renewable biomass power generation projects. We have assisted with all aspects of development, financing and off-take agreement negotiations for projects in Florida, Tennessee, Alabama, Louisiana, Mississippi, Virginia, New Jersey, North Carolina, South Carolina, Ohio, Indiana and Washington.

NTE Energy Hybrid Renewable Biomass Power Generation Projects

We serve as general counsel to Ocean Renewable Power Company, LLC, a developer of tidal energy technology and projects. Our work includes successful applications for FERC and state environmental authorizations for product trials in Western Passage off the Maine coast, a program that is now implemented in Alaska and Canada.

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Ocean Renewable Power Company General Counsel

We represented Xpress Natural Gas (XNG) in expanding access to compressed natural gas throughout the State of Maine and elsewhere in New England. Pierce Atwood assisted XNG in obtaining all necessary regulatory approvals and environmental permits for compressed natural gas production facilities in Baileyville and Eliot, Maine. These facilities receive natural gas from major pipelines, condition and compress it, and then dispense it into tank trailers made of composite materials. The trailers are then trucked to customer locations throughout Maine and elsehwhere, where the CNG is used primarily as boiler fuel. These were the first facilities of their kind in New England, and allow consumers who are not presently served by a gas utility to take advantage of this abundant, clean burning, economic and domestically produced energy resource. Our attorneys successfully led XNG through the process of obtaining approvals from the Public Utilities Commission. We drafted and obtained a town zoning ordinance amendment and other local approvals, and successfully navigated permit or exemption issues before the Department of Environmental Protection, the Maine Fuel Board, and the State Fire Marshal. We were also successful in determining that the facility was not subject to Federal Energy Regulatory Commission jurisdiction.

Permitting for CNG Facilities

We are advising the Coalition of Renewable Energy Users and Developers (CORE) before the New York Department of Public Service, the New York State Energy Research and Development Authority (NYSERDA) and other State agencies and offices on several key issues and policy matters that affect the use, development and financing of renewable energy and sustainability projects in New York.

Policy Matters Concerning Renewable Energy & Sustainability Projects in New York

We successfully represented Cornell University before the New York Supreme Court, Fourth Department, in a dispute with the Town of Seneca, New York over the Town's efforts to impose a property tax assessment on Cornell based on the installation of a third-party owned solar PV system on Cornell’s tax-exempt property to provide power to the university under a power purchase agreement (PPA). In a precedent-setting decision, the court found that the third-party owned facility was not assessable as an “improvement” to the land and, if the facility were a permanent attachment to the university land and therefore real property, it would be exempt from taxes pursuant to Cornell University’s education exemption. The decision is the first time a New York court has addressed the question of whether solar and wind facilities are assessable as real property.  The decision has significant implications for solar and wind development in New York.

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Precedent-Setting Decision Overturning Solar Tax Assessment

Represented Brookfield Power, Madison Paper, FPL Energy, and BayCorp in the purchase and sale or financing of hydro projects in Maine, Massachusetts, Vermont and New Hampshire, including regulatory approvals and qualifying facility recertifications.

Purchase, Sale and Financing of Hydro Projects

Representation of a renewable energy developer in the factoring of receivables from ISO-NE.

Renewable Energy Developer Factoring Receivables

Representing Great Bay Renewables in connection with royalty investments being made in both renewable energy projects and renewable energy developers.

Royalty Investments in Renewable Energy Projects

Representation of Southbridge Business Center in connection with 15-year oversight of 3.2 MW combined cycle electric/ steam/hot water/chilled water system for plant landlord and owners of serviced hotel and industrial park. Managed successful workout when plant operator failed.

Southbridge Business Center in Oversight Combined Cycle System

Represented Sappi before the Maine Supreme Judicial Court in defending a challenge to the water quality certification issued by the Maine DEP for the FERC relicensing of the Eel Weir Project, at the outlet of Sebago Lake. See Watts v. Board of Environmental Protection, 2014 ME 91.

Water Quality Certification for Hydropower Project

Massachusetts counsel for Yankee Atomic in decommissioning outdated nuclear plant, including restoration of integrated dam components after removal of nuclear plan foundations, arrangements for safe storage of fuel rods and preservation of roadway with capacity for future removal of fuel, site closure and post-closure monitoring plans.

Yankee Atomic Nuclear Plant Decommissioning

Pierce Atwood enjoys a national reputation advising clients on energy storage projects. We have extensive experience working with energy storage companies before FERC and public service commissions, and provide significant value to clients by offering a deep understanding of the regulatory process and how regulators are likely to rule on particular issues. Among our many energy storage clients, we act as outside counsel to the Energy Storage Association. Pierce Atwood’s energy attorneys, among other matters, led efforts on behalf of the energy storage industry that resulted in FERC Orders Nos. 755 (pay for performance for frequency regulation), 784 (Third-Party Provision of Ancillary Services; Accounting and Financial Reporting for New Electric Storage Technologies), 792 (interconnection of small generation interconnection agreements), and 841 (expansion of the storage industry into the energy, capacity and ancillary services markets). We actively work with ISOs/RTOs and FERC to help develop innovative tariffs to allow new energy storage technologies to operate on the grid and to be paid for the benefits they provide, including for voltage regulation, peak shaving, grid reliability and environmental value.

Our energy lawyers understand the challenges facing the energy storage marketplace, including those associated with integrating storage technologies into the grid and utility distribution systems, and how these technologies can be incorporated to help alleviate those challenges.  The firm has extensive experience working with ISOs/RTOs and utilities to ensure that new technologies satisfy reliability and other regulatory thresholds.

Advanced Technologies 

Pierce Atwood’s energy attorneys work closely with companies that seek to incorporate alternative technologies onto the grid or distribution systems, including synchronous condensers, compressed air, batteries, flywheels, and tidal wave, among other technologies. These energy storage companies seek our services to gain an understanding of the regulatory environment, to help use existing rules and regulations to establish a market for their technology, and to develop successful, innovative legal and strategic initiatives to ensure that their technologies are chosen to include on the grid.

Our law firm has successfully worked with utilities and grids to formulate and initiate pilot programs to test new energy storage technologies for incorporation into the grid or a distribution system. We work with these entities to collect the data needed to demonstrate success - both for the development of future projects and to encourage investors to help finance those projects.

Representative Experience

We have been retained by an independent electricity transmission company to help them develop an energy storage business plan, evaluate battery vendors, prepare vendor contracts, and assist with applicable regulatory approvals and permits.

Assisting Electricity Transmission Company with Energy Storage Plan

We are assisting Via Science to provide reliability services for grid operators by collecting and analyzing data.

Data Collection & Analysis for Grid Reliability

We represent the Energy Storage Association before FERC on matters including station power costs and wholesale distribution charges.

Energy Storage Association in FERC Matters

On behalf of Beacon Power Corporation/Beacon Power LLC, one of our attorneys worked with ISOs/RTOs to design tariffs for FERC’s approval that allow limited energy storage resources to be compensated for the mileage they perform on the grid. FERC Order No. 755 has been touted as revolutionary in the energy storage industry.

FERC Order No. 755 Allows Energy Storage Resources to be Compensated

We negotiated with a utility to ensure that our client’s compressed air technology could operate on the system.

Negotiations for Compressed Air Technology Company

We advocate for RES-Americas before FERC and state initiatives to help ensure the use of our client’s battery systems on the grid.

RES-Americas in FERC Advocacy

Federal tax credits and accelerated depreciation play an essential role in financing infrastructure projects, particularly renewable energy projects. What is less familiar to project participants is how to integrate tax equity investors interested in receiving those tax benefits with the other capital providers – including term and mezzanine lenders and sponsor equity providers. 

Pierce Atwood’s tax attorneys have substantial experience integrating all elements of a project’s capital stack and assisting clients to structure their renewable energy projects, including wind, solar, and biomass projects, in the most tax-efficient manner possible.  Often this involves the syndication or monetization of tax credits. We have expertise and experience with all tax aspects of energy projects, including tax equity financing utilizing investment tax credits, production tax credits, and new markets tax credits. We have assisted clients in implementing a variety of different structures to optimize the value of tax benefits, such as sale-leasebacks, partnership flips, and inverted lease structures, including back-levered loan structures. We also have substantial experience in structuring renewable energy projects to avoid or minimize property tax assessments, including obtaining tax abatements, minimizing the treatment of property as real estate fixtures and improvements, and negotiating tax-increment financing and payment in lieu of taxes (PILOT) agreements. 

Our firm has significant experience with issues involving the valuation of generation and other infrastructure facilities, starting at the local level, through state boards and trial courts and all the way up to state supreme courts. Our property tax clients include power plant owners and developers, gas and electric utilities, interstate pipelines, federal Superfund sites, real estate developers, telecommunications assets and others.

Our tax practice is highly regarded for its in-depth knowledge and experience in structuring multi-national transactions and partnerships.  Pierce Atwood is well-versed in managing the needs of different kinds of private fund investors, including taxable, tax-exempt (both pension and endowment), non-U.S. and sovereign entities.  Our attorneys can creatively handle the complexities of UBTI, ECI, FIRPTA and other tax-intensive investments, whether the target is a commercial real estate developer in Boston, a renewable energy project portfolio in New York, or a family fund in London.

Our tax attorneys also provide state and local litigation, planning, transactional, regulatory and legislative services and support to project developers on all state and local tax issues and economic development incentives. Our work has included advising clients on the state and local tax aspects of the acquisition of power plants, as well as on the state and local tax and economic development aspects of wind power projects.

We pride ourselves on creating practical, tax-efficient structures to meet our client's needs. Our attorneys also represent both individuals and businesses in tax controversies and disputes before all levels of the IRS, the United States Tax Court, the Federal District Courts, and State courts and administrative agencies.

Representative Experience

Assisting Cate Street’s subsidiary Newco Energy in development and $275 million new market tax credit and Section 1603 financing of its biomass plant in Berlin, New Hampshire.

Newco Energy Development and Financing of Biomass Plant

We have represented a nuclear power plant in New Hampshire on multiple property tax valuation matters, as well as on obtaining pollution control exemptions.

Nuclear Power Plant Pollution Control Exemptions & Tax Abatements

We successfully represented Cornell University before the New York Supreme Court, Fourth Department, in a dispute with the Town of Seneca, New York over the Town's efforts to impose a property tax assessment on Cornell based on the installation of a third-party owned solar PV system on Cornell’s tax-exempt property to provide power to the university under a power purchase agreement (PPA). In a precedent-setting decision, the court found that the third-party owned facility was not assessable as an “improvement” to the land and, if the facility were a permanent attachment to the university land and therefore real property, it would be exempt from taxes pursuant to Cornell University’s education exemption. The decision is the first time a New York court has addressed the question of whether solar and wind facilities are assessable as real property.  The decision has significant implications for solar and wind development in New York.

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Precedent-Setting Decision Overturning Solar Tax Assessment

Representing manufacturing facilities and electric and gas utilities in property tax abatement proceedings.

Property Tax Abatements for Manufacturing Facilities & Utilities

Represented a multinational pipeline on achieving property tax abatements.

Tax Abatements for Pipeline

Developing energy projects requires in-depth understanding of the federal and state regulatory frameworks underlying the projects.  Our energy regulatory lawyers have the expertise to address the many issues that arise in acquiring, developing, operating and financing energy projects.  At Pierce Atwood, our clients benefit from knowing that within a single law firm they have access to a team of accomplished energy lawyers to help them obtain the requisite federal and state regulatory approvals, navigate and satisfy applicable federal and state regulations, and assess the impacts and risks of federal and state regulatory and policy developments.

Pierce Atwood offers a deep bench of attorneys who have served in senior policy positions at state and federal regulatory agencies, including the former Chair of FERC’s Cogeneration and Small Power Production Task Force, Chief of Staff and General Counsel of the Massachusetts DPU, FERC’s Supervisory Attorney for Gas & Oil Litigation, FERC Commissioner Assistants, and state public service commission attorneys.  Our energy attorneys regularly practice before federal agencies, including the FERC, U.S. Department of Energy (DOE), U.S. Environmental Protection Agency, Commodity Futures Trading Commission, Securities and Exchange Commission and U.S. Patent & Trademark Office. We also have extensive experience before numerous state regulatory agencies, including California, Connecticut, District of Columbia, Georgia, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Illinois, Pennsylvania, Rhode Island, Texas, Vermont, Virginia and Wisconsin.

Pierce Atwood’s attorneys have successfully negotiated fuel supply, transportation, and interconnection agreements for natural gas, biomass, LNG, and other fuels; interconnection agreements with electric transmission utilities; and power contracts for the output of renewable and conventional fuel generation plants. In addition, our attorneys have negotiated contracts with electric and natural gas utilities and Independent System Operators (ISOs).

Pierce Atwood has conducted due diligence for the full array of regulatory, environmental, real estate, tax and other issues that affect the risk and credit profiles of energy projects. Our attorneys assist our clients to identify and characterize risk, structure and renegotiate deal terms and contractual provisions, set up and manage data rooms, and prepare disclosure schedules. Our energy lawyers partner closely with attorneys in our Business, Environmental, Land Use, Real Estate, State and Local Tax, and Litigation practice groups to address the range of issues that affect their projects.

We have substantial experience in obtaining approvals, exemptions and waivers under Public Utility Regulatory Policies Act of 1978, as amended (PURPA) and the Federal Power Act; in obtaining certificates under the Natural Gas Act for gas pipeline and storage facilities; in guiding developers of crude oil pipelines through the open season, declaratory order, and tariff processes; and in complying with state and federal gas and power marketing regulations. We pride ourselves in our ability to assist our clients in structuring their projects to exempt them or minimize the impacts of FERC and state jurisdiction.

Transmission & Distribution

Our energy and infrastructure lawyers regularly represent major developers and users of electric transmission facilities, both AC and DC, including within ISO-New England, Pennsylvania-New Jersey-Maryland (PJM), Midwest ISO (MISO), New York ISO (NYISO), California ISO and Electric Reliability Council of Texas (ERCOT). We represent our clients on all aspects of development, including regulatory authorization, environmental permitting and siting, real estate, land use, eminent domain issues, and construction contracting and dispute resolution. With the advent of FERC Order 1000, our attorneys have taken the lead in preparing detailed proposals to competitive solicitations for new transmission facilities designed to address public policy needs, including connecting renewable resources to the transmission grid and mitigating transmission congestion.

Fuel Supply & Transportation Agreements

For power plants, biomass and biogas producers, LNG, and similar energy projects, we work with energy project developers, lenders, EPC contractors and other clients in drafting and negotiating interconnection, gas transportation, fuel supply, and physical and financial hedging agreements, including bi-lateral agreements, NAESB and ISDA Master Agreements, and exchange-traded agreements. Our experienced energy lawyers help our clients permit clean energy resources, and expand transmission and pipeline infrastructure to meet reliability needs.

Our regulatory attorneys have a wide range of experience in obtaining FERC approval of new interstate natural gas pipeline and storage projects, providing critical advice to developers of natural gas pipelines in qualifying for statutory and regulatory exemptions from FERC’s jurisdiction under the Natural Gas Act, including Hinshaw pipelines, intrastate pipelines, gathering and processing facilities, and single use plant lines. We counsel oil and petroleum products pipeline developers and shippers on Interstate Commerce Act and FERC regulatory requirements for new common carrier pipelines, as well as qualification for waivers of tariff and reporting requirements, open season materials, FERC pre-approval through declaratory orders or no-action letters, or volume commitments and prorationing preferences.

We specialize in advising developers on jurisdictional issues and structuring pipelines that are not subject to FERC’s jurisdiction or are subject only to limited jurisdiction.

Wholesale Market Rules

Pierce Atwood energy attorneys have extensive experience working in and with FERC and ISOs and Regional Transmission Organizations (RTOs) on market-based authorizations for wholesale sales of electric energy, capacity, and ancillary services; arrangements and agreements for new power generators to participate in the organized markets; and  for the sale and acquisition of facilities. Our attorneys were at the forefront of the development of FERC’s rules and policies regarding (i) natural gas pipeline capacity release and open access transportation, as well as more recent regulations granting exemptions for shippers utilizing asset management arrangements, and in obtaining individual waivers from FERC for specific transportation transactions, and (ii) the participation of energy storage facilities in the organized ISO energy, ancillary services and capacity markets. Pierce Atwood attorneys regularly advise clients regarding market rules governing selling and trading in the PJM, ISO-New England, NYISO, California ISO, MISO and ERCOT regional markets.

Impacting Policies & Regulations

Power projects typically involve important federal and state regulatory policy issues, contracts with regional electric or natural gas utilities, and dealing with ISOs. Pierce Atwood has a long and distinguished history of representing clients before state and federal energy regulators and helping to shape relevant energy policies. We also partner with our clients to collaborate with similarly situated companies to shape policies and regulations that support the advancement of renewable energy. For example, we represent a large national trade association that is active on policy formation surrounding alternative fuels and biofuels laws and regulations. The firm is lead outside counsel to the national Energy Storage Association on a variety of federal and state issues affecting the energy storage resources, and represents the Coalition of Renewable Energy Users and Developers (CORE), a coalition active in shaping renewable energy and storage policies in New York.

Pierce Atwood represents energy clients in rulemaking proceedings before local, state, and federal agencies regarding all policy issues which would affect the development of electric power projects, electric transmission projects, and natural gas and oil pipelines and shippers.

Representative Experience

Advising Encino Acquisition Partners (Encino Energy) on agreements for the sale and transportation of Encino's natural gas for compliance with Federal Energy Regulatory Commission requirements. Encino acquired the Ohio Utica Shale assets of Chesapeake Energy.

Agreements for Natural Gas Sale & Transportation

We advised a large independent oil and gas exploration and production company that will be an anchor shipper on a new regulated crude oil gathering pipeline in the Delaware Basin of Texas and New Mexico that will move crude oil from the basin to larger trunk pipelines and on to Cushing, Oklahoma and other points.  We assisted in the negotiation of a letter of intent, a transportation service agreement including benefits for anchor shippers that will require approval by the Federal Energy Regulatory Commission’s (“FERC”) in a petition for declaratory order, tariff provisions, storage agreements, and other contracts.  We also advised the client on timing and options for dealing with FERC’s current lack of a quorum, which limits the agency’s ability to issue the requisite declaratory order.  In addition, we reviewed and assisted in the negotiation of downstream transportation agreements.

Anchor Shipper for New Regulated Crude Oil Gathering Pipeline

Pierce Atwood acted as real estate and environmental permitting counsel for Calpine Corporation in its $530 million acquisition of the 809 MW Fore River Generating Station in North Weymouth, Massachusetts from Exelon Corporation in 2014. Pierce Atwood attorneys from the Real Estate, Energy, Environmental and State and Local Tax practice groups worked seamlessly to analyze and resolve the many complex land use, tax, and environmental issues. The initial bid preparation through purchase agreement negotiation was accomplished in 15 weeks. Our work included analysis and management of complex tidelands, former coal ash disposal, dual fuel delivery requirement, and management of active MassHighway bridge relocation through the center of project site.

Calpine Acquisition of Fore River Generating Station

Represented a community-based wind farm in obtaining state regulatory approval for a long-term electricity contract.

Community-Based Wind Farm State Regulatory Approval for Long-Term Electricity Contract

Represented Cumberland Gulf and others in rulemaking proceedings before the Maine Public Utilities Commission.

Cumberland Gulf in Rulemaking Proceedings Before MPUC

We successfully obtained from the Federal Energy Regulatory Commission (FERC) two key waivers of its capacity release rules for a large independent oil and gas producer client.  FERC requires that shippers on natural gas pipelines that seek to transfer pipeline capacity in connection with a large transaction or exiting the natural gas supply business seek a waiver of the capacity release rules and policies to ensure that there are no inadvertent violations. 

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FERC Waivers of Capacity Release Rules

Represented market participants, including Bath Iron Works, Calpine, and Cate Street in ISO-NE markets, providing them representation and advice regarding compliance with market rules.

Market Participants in ISO-NE Market Rules Compliance

Represented Brookfield Power, Madison Paper, FPL Energy, and BayCorp in the purchase and sale or financing of hydro projects in Maine, Massachusetts, Vermont and New Hampshire, including regulatory approvals and qualifying facility recertifications.

Purchase, Sale and Financing of Hydro Projects

Retained to advise Vermont Electric Power Company (VELCO) in connection with general regulatory issues. 

Regulatory Advice to Vermont Electric Power Company

Representation of Southbridge Business Center in connection with 15-year oversight of 3.2 MW combined cycle electric/ steam/hot water/chilled water system for plant landlord and owners of serviced hotel and industrial park. Managed successful workout when plant operator failed.

Southbridge Business Center in Oversight Combined Cycle System

Massachusetts counsel for Yankee Atomic in decommissioning outdated nuclear plant, including restoration of integrated dam components after removal of nuclear plan foundations, arrangements for safe storage of fuel rods and preservation of roadway with capacity for future removal of fuel, site closure and post-closure monitoring plans.

Yankee Atomic Nuclear Plant Decommissioning

New and existing power projects are subject to significant regulation regarding facility siting, environmental, and land use requirements. Pierce Atwood attorneys have more than 40 years of experience in permitting power projects under state and federal air, water, natural resource, wetland, land use, and hazardous waste statutes. Our project partners work closely with our environmental, land use, real estate, zoning and construction partners to ensure that the firm is able to guide its clients from project conception to delivery and beyond. 

Environmental Permits & Land Use

Successful completion of a project requires understanding the environmental laws and regulations and the political influences that affect how a project proceeds through the permitting and siting process. We provide guidance at every stage in the process from site assembly/acquisition and initial planning through permitting, construction, and operation. Our attorneys work with clients to obtain the full range of governmental approvals for a project, including local, state, and federal permits, permitting compliance, license renewals and modifications; federal and state-level clean air, clean water, wetlands, tidelands, environmental notification and site contamination requirements; as well as local zoning, subdivision, and site plan approvals.  In some cases, we work with clients to amend the applicable law or local ordinances so their projects may proceed. When a project's useful life comes to an end, we also assist with license surrender and decommissioning.

We assist clients in the acquisition, creation, and sale of greenhouse gas allowances/carbon credits. Our lawyers also work with private property owners and public entities on a wide range of eminent domain matters, including negotiating air, water, and land rights, as well as representation in related litigation.

For example, we have experience helping owners of hydropower projects address fish passage and endangered species issues, achieve desired results in complex stakeholder negotiations as part of FERC licensing, and obtain state water quality certifications. We have also assisted in permitting all aspects of biomass electrical generation, biomass-fired co-generation at industrial facilities, and landfill gas-to-energy facilities.

Siting Boards/Public Utility Commission Review

New generation and transmission projects are subject to state siting board or public utilities commission review, and Pierce Atwood lawyers have represented clients before permit-granting authorities in states and municipalities throughout the country. We have secured favorable approvals for a wide range of generation and transmission projects. Pierce Atwood successfully employs efficient, cost-effective strategies to secure permits on a timely and often expedited schedule. These proceedings have occasionally involved necessary eminent domain condemnations or exemptions from zoning or other state and local permits.

Contracting & Construction

Pierce Atwood’s construction lawyers help clients achieve successful outcomes in the construction of power generation projects and transmission infrastructure. Our attorneys represent developers through all phases of their projects – from pre-construction planning, financing, and the development of an appropriate project delivery system through final payment and operation. Our attorneys assist our clients to implement and administer all types of construction contracts, including engineering, procurement and construction (EPC) contracts, and work closely with them to manage project risk, ensure sufficient credit support and performance wraps, and anticipate and prevent disputes and claims that can threaten a project’s success and the client’s relationships with other project stakeholders.

Our construction and engineering lawyers work closely across all phases of project planning, development, financing and construction with project sponsors and owners, commercial and private lenders, institutional investors, engineering, EPC contractors and sub-contractors, real estate owners, public utilities, consultants and suppliers.

Pierce Atwood’s construction practice is also well-known for its work on university and college campuses.  We have experience counseling clients on how to implement the potentially game changing Integrated Project Delivery (IPD) approach to project delivery. We help our clients navigate the regulatory scheme that governs the industry, public and private, including compliance with applicable federal, state and local public procurement laws, and with applicable professional and trade licensing and prevailing wage laws, OSHA regulations, apprenticeship requirements, and mechanics lien’ laws.

Representative Experience

The $1.5 billion Maine Power Reliability Program was the largest transmission project in Maine's history, with approximately 350 miles of new high voltage transmission line and five new substations. Pierce Atwood was instrumental in helping CMP assess the need for the project through the ISO-New England regional transmission planning process, overseeing the studies to develop the transmission solution for that need, preparing the non-transmission alternative assessment for the project, and obtaining all federal, state, and municipal environmental and land use permits for the project.

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$1.5 Billion CMP Maine Power Reliability Program

Represented biomass facilities in regulatory challenge to allocation of REC credits in Rhode Island.

Biomass Facilities in Regulatory Challenge To Allocation of RECs in Rhode Island

Pierce Atwood acted as real estate and environmental permitting counsel for Calpine Corporation in its $530 million acquisition of the 809 MW Fore River Generating Station in North Weymouth, Massachusetts from Exelon Corporation in 2014. Pierce Atwood attorneys from the Real Estate, Energy, Environmental and State and Local Tax practice groups worked seamlessly to analyze and resolve the many complex land use, tax, and environmental issues. The initial bid preparation through purchase agreement negotiation was accomplished in 15 weeks. Our work included analysis and management of complex tidelands, former coal ash disposal, dual fuel delivery requirement, and management of active MassHighway bridge relocation through the center of project site.

Calpine Acquisition of Fore River Generating Station

Firm client Calpine Corporation has acquired Granite Ridge Energy Center, a natural gas-fired, combined cycle plant in Londonderry, NH from Granite Ridge Holdings for $500 million. The plant provides about 2,000 MW of clean, flexible, and reliable energy to the region.

Calpine Acquisition of Granite Ridge Energy Center

Represented a community-based wind farm in obtaining state regulatory approval for a long-term electricity contract.

Community-Based Wind Farm State Regulatory Approval for Long-Term Electricity Contract

Represented Florida developer of nation’s largest forest biomass-powered generating plant in contracting, siting and appellate matters.

Florida Developer of Biomass-Powered Generating Plant in Contracting, Siting and Appellate Matters

Represented Florida Power and Light on real estate title, easements, entitlements, and documentation, as well as the transfer of federal, state, and local environmental and land use approvals, in connection with the acquisition of the Seabrook, New Hampshire Nuclear Power facility.

Florida Power & Light Nuclear Power Plant Acquisition

We serve as general counsel to Ocean Renewable Power Company, LLC, a developer of tidal energy technology and projects. Our work includes successful applications for FERC and state environmental authorizations for product trials in Western Passage off the Maine coast, a program that is now implemented in Alaska and Canada.

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Ocean Renewable Power Company General Counsel

Represented Brookfield Power, Madison Paper, FPL Energy, and BayCorp in the purchase and sale or financing of hydro projects in Maine, Massachusetts, Vermont and New Hampshire, including regulatory approvals and qualifying facility recertifications.

Purchase, Sale and Financing of Hydro Projects

Lead real estate and permitting counsel to NYSE-listed energy company on purchase of all operating permits and development rights for 300 MW class to-be-constructed combined cycle dual fuel project, requiring delivery of new gas laterals and redeployment of excess water reservoir capacities for cooling.

Real Estate and Permitting Matters for Combined Cycle Dual Fuel Project

Represent developer, owner and operator of renewable gas facilities in all aspects of negotiating and documenting the siting, supply, off-take and financing of their renewable energy projects, which produce biogas, pipeline-grade methane and carbon sequestration credits from livestock and food industry waste streams by utilizing an advanced anaerobic digestion technology.

Renewable Gas Facilities Development of Renewable Energy Projects

Massachusetts counsel for Yankee Atomic in decommissioning outdated nuclear plant, including restoration of integrated dam components after removal of nuclear plan foundations, arrangements for safe storage of fuel rods and preservation of roadway with capacity for future removal of fuel, site closure and post-closure monitoring plans.

Yankee Atomic Nuclear Plant Decommissioning

Representative Experience

The $1.5 billion Maine Power Reliability Program was the largest transmission project in Maine's history, with approximately 350 miles of new high voltage transmission line and five new substations. Pierce Atwood was instrumental in helping CMP assess the need for the project through the ISO-New England regional transmission planning process, overseeing the studies to develop the transmission solution for that need, preparing the non-transmission alternative assessment for the project, and obtaining all federal, state, and municipal environmental and land use permits for the project.

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$1.5 Billion CMP Maine Power Reliability Program

Advising Encino Acquisition Partners (Encino Energy) on agreements for the sale and transportation of Encino's natural gas for compliance with Federal Energy Regulatory Commission requirements. Encino acquired the Ohio Utica Shale assets of Chesapeake Energy.

Agreements for Natural Gas Sale & Transportation

We advised a large independent oil and gas exploration and production company that will be an anchor shipper on a new regulated crude oil gathering pipeline in the Delaware Basin of Texas and New Mexico that will move crude oil from the basin to larger trunk pipelines and on to Cushing, Oklahoma and other points.  We assisted in the negotiation of a letter of intent, a transportation service agreement including benefits for anchor shippers that will require approval by the Federal Energy Regulatory Commission’s (“FERC”) in a petition for declaratory order, tariff provisions, storage agreements, and other contracts.  We also advised the client on timing and options for dealing with FERC’s current lack of a quorum, which limits the agency’s ability to issue the requisite declaratory order.  In addition, we reviewed and assisted in the negotiation of downstream transportation agreements.

Anchor Shipper for New Regulated Crude Oil Gathering Pipeline

We have been retained by an independent electricity transmission company to help them develop an energy storage business plan, evaluate battery vendors, prepare vendor contracts, and assist with applicable regulatory approvals and permits.

Assisting Electricity Transmission Company with Energy Storage Plan

Representation of Athens Energy and its sister company, Maine Woods Pellet Company, in connection with all aspects of the financing of a $38 million biomass electricity generation facility, including $31 million of new markets tax credit financing ($31 million of State of Maine allocation and $7.5 million of federal allocation) and the syndication of renewable energy investment tax credits (ITC).

Athens Energy & Maine Woods Pellet Company Biomass Project Tax Credits

Represented biomass facilities in regulatory challenge to allocation of REC credits in Rhode Island.

Biomass Facilities in Regulatory Challenge To Allocation of RECs in Rhode Island

Represented Brookfield Renewable Power in matters concerning the Ripogenus and Penobscot Mills, including judicial appeals of FERC license orders. We obtained a favorable ruling in Conservation Law Foundation v. FERC, 216 F.3d 41 (D.C. Cir. 2000).

Brookfield Renewable Power in Ripogenus and Penobscot Mills Matters

We advised Burgess Biopower on all aspects of financing the redevelopment of a shuttered paper mill into a state-of-the-art 75 MW biomass power plant located in Berlin, New Hampshire, which will burn waste biomass and sell power to the grid. The financing involved several sources of funds, including $63.5 million of new markets tax credit financing with allocation from six CDEs. The project also involved a $90 million section 1603 cash grant in lieu of an investment tax credit or production tax credits. The balance of the project was financed by $200 million of rated bonds provided by a consortium of financial institutions. We also advised with respect to EPC agreement, off-take power purchase agreement with PSNH and all project related agreements.

Burgess Biopower New Hampshire Mill Redevelopment

Pierce Atwood acted as real estate and environmental permitting counsel for Calpine Corporation in its $530 million acquisition of the 809 MW Fore River Generating Station in North Weymouth, Massachusetts from Exelon Corporation in 2014. Pierce Atwood attorneys from the Real Estate, Energy, Environmental and State and Local Tax practice groups worked seamlessly to analyze and resolve the many complex land use, tax, and environmental issues. The initial bid preparation through purchase agreement negotiation was accomplished in 15 weeks. Our work included analysis and management of complex tidelands, former coal ash disposal, dual fuel delivery requirement, and management of active MassHighway bridge relocation through the center of project site.

Calpine Acquisition of Fore River Generating Station

Firm client Calpine Corporation has acquired Granite Ridge Energy Center, a natural gas-fired, combined cycle plant in Londonderry, NH from Granite Ridge Holdings for $500 million. The plant provides about 2,000 MW of clean, flexible, and reliable energy to the region.

Calpine Acquisition of Granite Ridge Energy Center

Represented Cate Street Capital, Inc. in connection with acquisition, disposition, and financing of their portfolio of companies, including private placements, structured finance, tax advantaged finance, and traditional M&A activity. The Cate Street portfolio includes Red Desert (water reclamation facility); Sunlight Partners (solar technology development); Thermogen Industries (biocoal manufacturing); Purified Plastics (recycling and manufacturing facility); Burgess Biopower (75 MW renewable power generation facility) and Organic Nutrition Industries (renewable proteins).

Cate Street Capital Portfolio Company Matters

Represented Central Maine Power Company and Milliken Company on hydropower redevelopment, off-take licensing, project finance and related activities.

CMP and Milliken Company on Hydropower Redevelopment and Related Activities

Lead counsel to Central Maine Power Company in its sale to FPL Energy of its entire generation portfolio, including 27 hydroelectric facilities totaling 373 MW.

CMP Sale of Generation Portfolio to FPL Energy

Represented a community-based wind farm in obtaining state regulatory approval for a long-term electricity contract.

Community-Based Wind Farm State Regulatory Approval for Long-Term Electricity Contract

We negotiated the contract between our client Brown University and Ecosystem, the contractor, for a Thermal Efficiency Project that Brown is undertaking. The plan involves converting the university’s existing high-temperature hot water system to modern, highly efficient, lower-temperature hot water.

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Contract Negotiation for Brown University Thermal Efficiency Project

Represented investor in all aspects of converting a defunct paper mill into a biomass facility, including development, financing, power sale, fuel purchase, and renewable energy credits.

Converting Defunct Paper Mill into Biomass Facility