By - Jon Brown

Solar Project Development and M&A Due Diligence
Financial, Legal & Technical Best Practices
March 29-30, 2021 | Online :: Central Time

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Overview

“While the topics of due diligence for solar projects are very broad and complex, this program can give solar professionals new and experienced — a better understanding of critical logistics to help make solar projects succeed.” Project Officer – Region 2 Superfund, EPA

“It was a great introduction for an engineer learning about the finance and business aspects of solar.” Associate Director, SRI International

Solar PV utility-scale project development and asset transfers proliferate in the power industry landscape, in both development and acquisition contexts.  The need for quality, systematic project development and transaction due diligence is essential. Such thorough due diligence is complex. Without it, even the slightest unexamined issue can trip up new players and industry veterans alike. While all phases of the project require this scrutiny, a full-scope awareness across the multiple project disciplines is especially critical for those entities determined to lessen their complications when developing or partnering on solar projects.

This symposium will focus on the core areas of due diligence for utility-scale PV projects and provide a “punch list” for their execution. It covers aspects of solar project development and asset transfers not tackled by instructional programs that focus strictly on financing and tax issues.  Subject matter experts (SMEs) with specific financial, legal and technical in utility-scale PV projects will deliver the content in combination with experienced project development staff.

Learning Objectives

  • Identify key due diligence issues, questions, and features
  • Evaluate a site for its solar potential and energy production potential
  • Define the title and insurance requirements specific to solar installations
  • Judge construction/contractor project compatibility
  • Assess legal requirements and disclosures
  • Define the role and value of third-party independent engineering (IE) project review
  • Identify interconnection and other transmission considerations and constraints
  • Apply the proper risk assessment, risk allocation, and performance guarantees

Credits

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EUCI has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET).  In obtaining this accreditation, EUCI has demonstrated that it  complies with the ANSI/IACET Standard which is recognized internationally as a standard of good practice. As a result of their Authorized Provider status, EUCI is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard.

EUCI is authorized by IACET to offer 1.0 CEUs for this conference and 0.4 CEUs for the workshop.

 

Instructional Methods 

Case studies, and PowerPoint presentations will be used in this course. 

Requirements for Successful Completion of Program

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

Agenda

Monday, March 29, 2021 : Central Time

9:00 a.m. – 5:15 p.m. :: Course Timing

8:45 – 9:00 a.m. :: Log In

9:00 – 9:15 a.m. :: Welcome and Introductions


9:15 – 10:45 a.m. :: Project/Transaction Determination – Setting the Compass Heading

  • Classifications
  • Project or transaction intent
  • Asset/portfolio attributes

Project/Transaction Determination – Pulling the Team and Information Together

  • Assigning roles
  • Developing and disseminating timely information
  • Interrelation of issues and impact of early-stage questions and answers on later stages of project or transaction

Brian Morrissey, Managing Director, Citizens Solar

Shariff Barakat, Partner, Nixon Peabody LLP (invited)

10:45 – 11:00 a.m. :: Break


11:00 a.m. – 12:15 p.m. :: Financing and Underwriting Considerations

  • Issues that impact financing of acquisition/development sale
  • Financial foundation
    • Investment tax credit (ITC)
    • Ownership structure
    • Depreciation
    • Cash flow
    • Return to investor(s)
    • Appraisal
  • Characteristics of financeable (vs non-financeable) projects
  • Achieving your role while satisfying requirements of other project or transaction parties

James Duffy, Partner, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac LLP

12:15 – 1:00 p.m. :: Mid-day Break


1:00 – 2:00 p.m. :: Teaming with EPCs and Equipment Suppliers

  • Experience
  • Financial stability gauges
  • Sub-contractors
  • How does EPC view and determine milestones?
  • Four risk areas
  • Warranties/guaranties
  • Technical approach
  • Cost projections
  • Equipment supply
  • Construction
  • Environmental and permitting

Lynsey Tibbs, Solar Operations Project Manager, Southern Power


2:00 – 3:15 p.m. :: Project Development/Transaction Preparation & Milestones

  • How many engineering firms get involved, for whom and what are their roles
  • Site assessment and engineering relationships
  • Solar assessment and energy production report
  • Considerations for interconnection, transmission, utility engagement
  • Incorporating storage

Matthew Brinkman, Solar Business Unit and Regional Practice Manager, Burns & McDonnell

Torrey Graf, Senior Solar Engineer Burns & McDonnell

3:15 – 3:30 p.m. :: Afternoon Break


3:30 – 5:15 p.m. :: Project/Transaction Contractual Relationships

  • General structure
  • PPA
  • EPC
  • Financing
  • Transmission access and studies
  • Interconnection agreement(s)
  • Site and easements
  • Permitting

Ashley Wald, Partner, Holland & Hart LLP

Leslie Boyle, Partner, Holland & Hart LLP

5:15 p.m. :: Program Adjourns for Day


Tuesday, March 30, 2021 : Central Time

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

8:45 – 9:00 a.m. :: Log In


9:00 – 10:10 a.m. :: The Role of Land Rights and Title Insurance in Project Development

  • Title insurance basics
  • Energy project elements
  • Invalid contracts and property interests
  • Search complications, including unique landlords
  • Encroachment issues
  • Mineral rights
  • State-specific considerations
  • Mechanics’ liens

John Agle, Counsel – Energy Specialist, Stewart Title Guaranty Co

10:10 – 10:20 a.m. :: Morning Break


10:20 – 11:30 a.m. :: Risk Assessment, Risk Allocation, and Performance Guarantees

  • Natural hazards
  • Contingent exposures
  • Lender expectations
  • Insurance market – availability of bond and insurance coverage

Daren Gretz, Senior Vice President, Aon Global Power


11:30 a.m. – 12:15 p.m. :: How Project Development and Transaction Due Diligence Have Been Affected by/Responded to CV-19 Conditions

  • Project negotiations
  • Project processing
  • Impact on supply chain
  • Impact on internal operations
  • Working w/permitting authorities
  • Meeting ITC requirements
  • Overall changes in “business-as-usual”
  • Identifying off-take subscribers

Brett Pingree, Director – Development, Soltage

12:15 p.m. :: Symposium Adjourns

Workshop

Financial Snapshot of a Financeable Solar Project or M&A Transaction

Tuesday, March 30, 2021 : Central Time

Overview

This workshop will discuss the variety of financial metrics associated with solar project development and M&A transactions. It will analyze the components that comprise these measures and the ranges they typically fall within that make their associated deals financeable.  Finally, the subject matter experts will discuss the due diligence analyses required to determine whether these metrics are in or out of the money in a particular transaction.  Sponsors, lenders, tax equity and portfolio investors as well as utilities will find this program applicable to their due diligence examination and preparation for both development and M&A transactions.

Learning Outcomes

Attendees will gain practical and technical skills that will allow them to:

  • Review the fundamental mechanics and process of financing solar projects
  • Assess the indices that are most relevant to a particular transaction
  • Evaluate the significance of specific metrics and the financial targets that characterize prudent project and transaction values
  • Formulate a tool to maximize the value of the project or transaction

Agenda

All times Central

12:45 – 1:00 p.m. :: Log In

1:00 – 1:15 p.m. :: Overview & Introductions


1:15 – 2:15 p.m. :: Identification & Documentation of Financial Metrics

  • Fundamental bases and drivers
  • Appraisal / valuation
  • Tax equity considerations
  • Renewable Portfolio Standards (RPS) incentives and penalties
  • PPA terms and negotiation elements
  • Hurdle rates
  • Return on Investment (ROI)
  • CapEx
  • P50, P90 and P99 scenarios
  • Levelized cost of service (LCOS)
  • Curtailment exposure and impact on financial performance
  • Debt service coverage ratio (DSCR)
  • Property and intangible tax assessments
  • Other considerations

2:15 – 3:00 p.m. :: Metrics Applicability by Transaction Party

  • Sponsors
  • Lenders
  • Tax equity and portfolio investors
  • Utilities
  • Institutions/Off-takers

2:45 – 3:00 p.m. :: Afternoon Break


3:00 – 4:45 p.m. :: Analyzing the Metrics for Project & Transaction Financeability

  • Financial model review
  • Case study

4:45 p.m. :: Workshop Adjournment

 

Subject Matter Expert Instructors

  • James Duffy, Partner, Nixon Peabody LLP

  • Tony Grappone, Partner, Novogradac LLP

  • Joe Ritter, Senior Vice President, Seminole Financial Services

  • Lan Adair Sasa, Vice President – Renewable Energy Investments, U.S. Bank

  • Fernando Sosa, Director – Valuation & Advisory, Cushman & Wakefield

Speakers

  • John Agle, Counsel – Energy Specialist, Stewart Title Guaranty Co

  • Shariff Barakat, Partner, Nixon Peabody LLP

  • Leslie Boyle, Partner, Holland & Hart LLP

  • Matthew Brinkman, Solar Business Unit and Regional Practice Manager, Burns & McDonnell

  • James Duffy, Partner, Nixon Peabody LLP

  • Torrey Graf, Senior Solar Engineer Burns & McDonnell

  • Tony Grappone, Partner, Novogradac LLP

  • Daren Gretz, Senior Vice President, Aon Global Power

  • Brian Morrissey, Managing Director, Citizens Solar

  • Brett Pingree, Director – Development, Soltage

  • Joe Ritter, Senior Vice President, Seminole Financial Services

  • Lan Adair Sasa, Vice President – Renewable Energy Investments U.S. Bank

  • Lynsey Tibbs, Solar Operations Project Manager, Southern Power

  • Ashley Wald, Partner, Holland & Hart LLP

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: Confirmed speakers do not need to register and are encouraged to participate in all sessions of the event. If you are a speaker and have any questions please contact our offices at 1.303.770.8800

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

Event Standard RateAttendees
Single Connection - Solar Project Development and M&A Due DiligenceUS $ 1295.00
Pack of 5 connectionsUS $ 5,180.00
Pack of 10 ConnectionsUS $ 9,065.00
Pack of 20 ConnectionsUS $ 15,540.00
Call us at 303.770.8800 if you have any specific questions on the volume discounts
* all other discounts do not apply to license packs

This event has the following workshops:

Financial Snapshot of a Financeable Solar Project or M&A TransactionUS $ 495.00

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Take advantage of these discounts!

  • Attend the Conference and workshop and pay US $ 1,695.00 per attendee (save US $ 95.00 each)

Cancellation Policy

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 February 26, 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

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