Build-Transfer Agreement Fundamentals

Build-Transfer Agreement (BTA/BOT) Fundamentals

February 3-4, 2022 | Online :: Central Time

An important instrument for utilities as they pursue eventual and outright ownership of solar assets is a build-own-transfer agreement (BTA/BOT).  It is a “value meal” – an all-in-one approach that borrows elements of purchase and sale agreements with EPC agreements.  Under this transactional arrangement, a third party develops and constructs a renewable energy project and transfers it to the utility at a negotiated development or completion phase.

This course will present a clear picture of what utilities and project developers must weigh and negotiate to achieve a desirable outcome for both: the developer optimizes the role of packaging the project and bringing it to operating status, the utility acquires a long-term operating asset on which it can earn a satisfactory rate of return.  It will examine essential negotiating elements, timelines and outcomes from multiple transactional party perspectives.  And it will inform how desirable candidate scenarios can be optimized or undesirable candidate scenarios avoided.

Learning Outcomes

Attendees will hear leading subject matter experts:

  • Review essential structuring elements of utility renewable energy build-transfer agreements (BTA/BOT)
  • Identify the renewable energy development timeline, risk points and implications that regulated utility entities must evaluate before determining whether to own these assets
  • Discuss and break down key BTA/BOT contract provisions and negotiations elements
  • Describe the process of utility positioning, timing and regulatory authorization to proceed
  • Define the distinctions between wind and solar project BTAs/BOTs
  • Examine BTA/BOT warranties and representations
  • Evaluate BTA/BOT project developer dimensions and decisions
  • Assess the level of utility project oversight, inspections, approvals and buyer step-in rights
  • Consider BTA/BOT transfer scenarios and timelines

Agenda

Thursday, February 3, 2022 : Central Time

8:45 – 9:00 a.m.
Log In and Welcome

12:15 – 1:00 p.m.
Lunch Break

9:00 a.m. – 4:45 p.m.
Course Timing

 

9:00 – 9:20 a.m. :: Overview & Introductions 

9:20 a.m. – 10:45 p.m. :: Setting The BTA/BOT Transaction Context

  • Resource Procurement Options
  • PPA
    • Assuming TEI
    • 15 year tenor
    • Typical flip timing
    • Buyout clause
  • Utility Ownership at Outset
    • Self-develop
    • Purchase at NTP
  • BTA/BOT transactions
    • Utility BTA/BOT of cash equity shares @ NTP or COD
    • Implications for rate-basing
    • Risks
    • Current BTA Landscape
      • What states allow it
      • Utilities that deploy it

10:45 – 11:00 a.m. :: Morning Break

11:00 a.m. – 12:30 p.m. :: The Sponsor/Developer’s Role

  • Initial procurement process
  • Timeline
  • Structure
  • Working with the utility
  • Project development “toll” gates and milestones
  • Utility positioning, timing and regulatory authorization to proceed
  • Financial and economic dimensions
  • Distinctions between wind and solar projects

12:30 – 1:15 p.m. :: Lunch Break

1:15 – 2:45 p.m. :: The EPC’s Perspective

  • Position in the transaction
  • Relative to utility
  • Relative to developer/sponsor
    • Contractual arrangements
    • Project oversight and involvement by utility
    • Commissioning and transfer

2:45 – 3:00 p.m. :: Afternoon Break

3:00 – 4:45 p.m. :: The Utility’s Role

  • Sourcing the Deal
  • Cementing the Team
  • Essential Structuring Elements
  • Negotiations
  • Tax Equity Matters
  • Lifecycle Costs and Considerations
  • Operations & Maintenance

4:45 p.m. :: Course Adjourns for Day

    Friday, February 4, 2022 : Central Time

    8:45 – 9:00 a.m.
    Log In

    9:00 a.m. – 12:15 p.m.
    Course Timing

    9:00 – 10:30 a.m. :: Contractual Elements

    • Decision Elements
    • Finalizing Scope of Work, Specifications and Layout
    • Schedule and Deadlines
    • Conditions Precedent to NTP
    • Project Oversight, Inspections, Approvals and Buyer Step-In Rights
    • Supply Chain Issues and Cures
    • Financing
    • LD Rate and Structure
    • Buyer Termination Rights, Buyer Default and Build-Out Restrictions
    • Credit Support

    10:30 – 10:45 a.m. :: Morning Break

    10:45 a.m. – 12:15 p.m. :: Contractual Elements (cont’d)

    • Warranties and Representations
    • Defining Completion
    • What’s a Closing?
    • Transfer Scenarios and Timelines
    • Post-completion Indemnification Liability

    12:15 p.m. :: Course Adjournment

    Instructors

    Richard Susalka, Partner, Norton Rose Fulbright

    Richard Susalka is a Projects partner.  He represents project developers, lenders and investors in a range of project-related financings (project-level, back-levered, development, mezzanine and receivables), as well as alternative debt and equity transactions in the energy sector. Richard also advises project developers and investors on joint venture arrangements, build-transfer arrangements, project documents and other development activities in the energy sector.  His transactional experience includes projects using solar, wind, energy storage, conventional power, petrochemical development, and other technologies. Prior to becoming partner, Richard completed extended assignments as acting in-house counsel at a NY-based private equity group, a NY-based international project developer, and a Dubai-based international project developer.


    Russ Laplante, Senior Vice President – M&A and Project Finance, Savion, LLC

    Russ Laplante is Senior Vice President of M&A and Project Finance at Savion, LLC, where he has served since 2019.   In that capacity, focuses in M&A, origination, diligence, development, power purchase agreements, financing, and operations of wind energy projects.  Before joining the firm, he was Vice President of Business Development at Tradewind Energy, Inc for three years.  Preceding that, he was Managing Director of Business Development, Onyx Renewable Partners LP, a renewable energy project development and investment platform backed by Blackstone Energy Partners.  He was also founding member and Vice President at OwnEnergy for nearly 8 years where he led development, contracting, and sale of renewable energy projects when the industry was in its nascent stage.  He started his career at Goldman Sachs as a Financial Analyst in its Private Wealth Management Group.


    Adam Bernardi, Manager, Burns & McDonnell

    Adam Bernardi is a Manager at Burns & McDonnell.  He has 15 years of experience in the power generation industry. He supports utilities and developers in the upfront development of renewable energy projects, from siting and commercialization strategies all the way through startup and commissioning. Before he started at the firm in 2017, he was Manager of Engineering Services at Luminant for about four years.   In the five years previous to that he was a Nuclear Senior Associate at Sargent & Lundy.


    Christine Brozynski, Senior Associate, Norton Rose Fulbright US LLP

    Christine Brozynski is Senior Associate at Norton Rose Fulbright US LLP.  Her practice focuses on the financing and development of energy projects, including with respect to debt and tax equity financings, commodity hedging arrangements, acquisitions and project documentation.  She earned her undergraduate degree at Princeton University and her JD degree at Columbia Law School


    Josh Dale, Managing Director of Renewables – Project Finance & Infrastructure (U.S.). CIBC Capital Markets

    Josh Dale is Managing Director of Renewables for the Project Finance & Infrastructure U.S. team of CIBC Capital Markets.  He recently moved to CIBC after serving for the past six years at Rabobank, most recently as Managing Director on the Project Finance team. .  In these roles his focus is on structuring bespoke financial solutions and providing debt capital for renewable energy projects including wind, solar, energy storage, energy efficiency, fuel cells, and waste-to-energy, and leading deal teams from origination through deal underwriting and execution.  Previous roles in project finance have include roles at Sumitomo Mitsui Banking, Seven Continents and Scotiabank.  He is a CFA Charterholder, holds an MBA from the Schulich School of Business at York University and a BComm from McGill University.


    Luke Edney, Senior Counsel, Norton Rose Fulbright US LLP

    Luke Edney is Senior Counsel at Norton Rose Fulbright US LLP.  His practice focuses on project development, mergers and acquisitions and joint ventures. Mr. Edney has significant experience working with conventional and renewable energy project developers, petrochemical companies and contractors on the acquisition, development and disposal of projects. His experience extends to battery storage, wind, solar, carbon capture, microgrids, LNG, infrastructure (including ports, highways, rail, pipelines, high-voltage transmission) and conventional thermal power.  Additionally, Mr. Edney assists clients in the negotiation and drafting of development agreements, engineering, procurement, construction (EPC) agreement, construction and asset management agreements, operating and maintenance agreements, power purchase agreements, offtake agreements, feedstock supply agreements, joint operating agreements, joint venture arrangements and asset purchase and sale agreements.  Before moving to the Norton Rose firm’s Houston office, Mr. Edney lived and worked in Tokyo, Japan. During that time, he was seconded to one of Japan’s largest international oil and gas companies working on the development and financing of the world’s largest post-combustion, carbon capture and storage projects.

    Online Delivery

    We will be using Microsoft Teams to facilitate your participation in the upcoming event. You do not need to have an existing Teams account in order to participate in the broadcast – the course will play in your browser and you will have the option of using a microphone to speak with the room and ask questions, or type any questions in via the chat window and our on-site representative will relay your question to the instructor.

    • IMPORTANT NOTE: After November 30 you will not be able to join a Teams meeting using Internet Explorer 11. Microsoft recommends downloading and installing the Teams app if possible. You may also use the Edge browser or Chrome.
    • You will receive a meeting invitation will include a link to join the meeting.
    • Separate meeting invitations will be sent for the morning and afternoon sessions of the course.
      • You will need to join the appropriate meeting at the appropriate time.
    • If you are using a microphone, please ensure that it is muted until such time as you need to ask a question.
    • The remote meeting connection will be open approximately 30 minutes before the start of the course. We encourage you to connect as early as possible in case you experience any unforeseen problems.

    Register

    Please Note: This event is being conducted entirely online. All attendees will connect and attend from their computer, one connection per purchase. For details please see our FAQ

    If you are unable to attend at the scheduled date and time, we make recordings available to all registrants for three business days after the event

    REGISTER NOW FOR THIS EVENT:

    Build-Transfer Agreement (BTA/BOT) Fundamentals

    February 3-4, 2022 | Online
    Individual attendee(s) - $ 1295.00 each

    Volume pricing also available

    Individual attendee tickets can be mixed with ticket packs for complete flexibility

    Pack of 5 attendees - $ 5,180.00 (20% discount)
    Pack of 10 attendees - $ 9,065.00 (30% discount)
    Pack of 20 attendees - $ 15,540.00 (40% discount)

    Your registration may be transferred to a member of your organization up to 24 hours in advance of the event. Cancellations must be received on or before December 31, 2021 in order to be refunded and will be subject to a US $195.00 processing fee per registrant. No refunds will be made after this date. Cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event. This credit will be good for six months from the cancellation date. In the event of non-attendance, all registration fees will be forfeited. In case of conference cancellation, EUCIs liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at 303-770-8800

    CEUs

    Credits

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    EUCI is accredited by the International Accreditors for Continuing Education and Training (IACET) and offers IACET CEUs for its learning events that comply with the ANSI/IACET Continuing Education and Training Standard. IACET is recognized internationally as a standard development organization and accrediting body that promotes quality of continuing education and training.

    EUCI is authorized by IACET to offer 1.0 CEUs for this event.

    Instructional Methods

    Case studies and PowerPoint presentations will be used in this program.

    Requirements For Successful Completion Of Program

    Participants must log in for the entirety of the event to be eligible for continuing education credit.


    Upon successful completion of this event, program participants interested in receiving CPE credits will receive a certificate of completion.

    Course CPE Credits: 11.0
    There is no prerequisite for this Course.
    Program field of study: Specialized Knowledge
    Program Level: Basic
    Delivery Methood: Group-Live
    Advanced Preperation: None

    CpeEUCI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org

     

     

    Who Should Attend

    • Integrated resource planning
    • Strategic and long-range planning
    • Forecasting and analysis
    • Transmission planning
    • Renewable energy planning
    • State regulatory and commission staff
    • Regulatory affairs
    • Asset management
    • Financial analysis
    • Treasury

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