Solar Development and M&A Due Diligence

Solar Development and M&A Due Diligence

Best Practices

May 24-25, 2022 | Online :: Central Time

“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

“With no experience in analyzing solar projects, this conference was great as an introduction to all aspects of project and provided a level of comfort in reviewing projects from a financing perspective.” Assistant VP, Midwest Bancorp

“The speakers were all subject matter experts to an incredible degree.” VP Solar Projects, EcoMotion

The need for quality, systematic solar project development and transaction due diligence is essential. Such thorough due diligence is complex. Without it, even the slightest unexamined issue can trip up emerging players and seasoned 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
  • Analyze solar assessment and energy production reports
  • 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

Agenda

Tuesday, May 24, 2022 : Central Time

12:45 – 1:00 p.m.
Log In

1:00 – 5:15 p.m.
Course Timing

 

1:00 – 1:20 p.m. :: Welcome and Introductions

1:20 – 2:30 p.m. :: Setting the Compass Heading

  • Project role driving due diligence
    • Sponsor/project developer (stage)
    • Tax equity investor
    • BTA/BOT acquirer
    • Owner/operator
  • Project involvement tenor
  • Stage of development
    • Pre-completion project
    • New, at-completion project
    • Mid- to late-ITC operating project
  • Project/transaction ownership structure
    • Partnership Flip
    • Sale-leaseback
    • (Inverted) lease pass-through
    • Outright facility ownership
  • Asset/portfolio attributes
  • CapEx

2:30 – 2:45 p.m. :: Afternoon Break

2:45 – 3:45 p.m. :: Pulling the Team and Information Together

  • Assigning roles
  • Developing and disseminating project/transaction information in a timely and confidential manner
  • Interrelation of issues and impact of early-stage questions and answers on later stages of project
  • Alignment of project requirements with RFP/bidding responses
  • Issues that impact acquisition/development sale
  • Issues that impact financing

3:45 – 5:15 p.m. :: Project/Transaction Assessment of Underlying Conditions, Preparations and Milestones

  • Characteristics of financeable (vs non-financeable) projects
  • Site feasibility assessment (slopes, floodplains, forest, wetlands)
  • Land control (is there sufficient acreage, connectivity, tenure, and quality to achieve target capacity)
  • Local, state, and federal regulations/permitting
  • Interconnect agreement (IA) study timeline and anticipated network upgrade costs
  • Acceptance of project by regulatory agencies and local stakeholders

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

 

Wednesday, May 25, 2022 : Central Time

8:45 – 9:00 a.m.
Log In and Welcome

12:30 – 1:15 p.m.
Lunch Break

9:00 a.m. – 4:30 p.m.
Course Timing

 

9:00 – 10:30 a.m. :: EPCs and Equipment Suppliers Teaming Evaluation

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

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

    10:45 a.m. – 12:30 p.m. :: Engineering Assessment & Valuation

    • PVSyst and related calculations
    • Solar assessment and energy production report
    • LCOE
    • Project components selection
    • Incorporating storage
      • Hybrid vs co-located
    • Schedule projection(s)
    • Interconnection system and/or utility engagement considerations
    • EPC selection

          12:30 – 1:15 pm :: Mid-day Break

          1:15 – 2:15 p.m. :: Risk Assessment, Risk Allocation, and Performance Guarantees

          • Industry loss experience data
          • Natural hazards
          • Contingent exposures
          • Insurance market – availability of bond and insurance coverage

          2:15 – 2:30 p.m. :: Afternoon Break

          2:30 – 4:30 p.m. :: Financial Components of Due Diligence

          • Characteristics of financeable (vs non-financeable) projects
          • Lender expectations
          • Debt service coverage
          • Tax efficiency
          • Cash flow
          • ROI
          • Hurdle rates

          4:30 pm :: Course Adjournment

          Instructors

          Erin Baker, Development Director, Vesper Energy

          Erin Baker is Director of Development at Vesper Energy.  Her duties in that role, which she assumed in 2021, include greenfield assessment, permitting, land acquisition, stage gate recommendations to achieve critical milestones, internal department coordination, support of power off-take solutions, and management of internal development staff, third party contractors, and land agents.  Before assuming that position, she served the firm for five years as Senior Project Development Manager.  In a career spanning some 13 years, she previously fulfilled roles as Senior Development Manager at Goldwind Americas, Senior Natural Resources Project Manager at SWCA Environmental Consultants, Project Development Manager at Akuo Energy and Ecologist at Perennial Environmental Services, LLC


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

          Matthew Brinkman is the Solar Business Unit and Regional Practice Manager at Burns & McDonnell.  In that capacity, he is responsible for business development, resource allocation, and business planning related to utility-scale solar projects.  He manages a multi-disciplinary group of 70-plus engineers and directs a $20 million annual budget for utility capital projects.  His team specializes in capital and operations & maintenance projects at existing power plants, and utility-scale solar plants.  Mr. Brinkman’s team has worked on some of the largest and most lauded solar projects in the nation, including serving as the Owner’s Engineer on the largest solar thermal plant in the world (392 MW Ivanpah) and the largest solar PV project in the United States (580 MW Solar Star).  Mr. Brinkman was appointed by Governor Janet Brewer to serve on the Arizona governor’s Solar Advisory Task Force.


          Carol Stark, Managing Director – US Renewable Energy Practice Leader, Aon Global Power

          Carol Stark is Managing Director and US Renewable Energy Practice Leader at Aon.  She joined the firm in 2016 and has been selected to lead several important initiatives, including its Energy Transition Initiative designed to drive exceptional solutions that support clients to meet the challenges of the rapidly developing renewable energy landscape.  Ms. Stark is a 25-year veteran of the insurance industry, with prior affiliations at four other risk product organizations.  She earned an MBA degree from Kellogg School of Management and a law degree from John Marshall Law School.  In 2021 she was designated a Renewable Energy Power Broker by Risk & Insurance magazine.


          Bailey Johnson, Vice President – Renewable Energy & Environmental Finance (REEF) Origination, Wells Fargo

          Bailey Johnson is a Vice President on the Renewable Energy & Environmental Finance (REEF) Origination team at Wells Fargo.  She focuses on structuring and underwriting investments in the largest wind, solar, and battery storage projects across the U.S.  As a member of the Power Markets task force, Ms Johnson evaluates trends in energy prices, basis and shape risk, as well as interconnection and transmission outlook.  This enables her to advise, structure, and execute on many investments with power market exposure.  Additionally, she engages on REEF’s Policy Team and actively explores emerging renewable energy technologies such as offshore wind.  Prior to joining REEF, Ms Johnson spent time in Equity Research at MUFG covering midstream oil and gas companies. Bailey is a CFA Charterholder and earned her Bachelor’s Degree from Dartmouth College.


          James F. Duffy, Partner, Nixon Peabody LLP

          James F. Duffy is a partner in the Boston office of the national law firm, Nixon Peabody LLP.  He serves as the Co-Chair of the firm’s Renewable Energy Tax Credit Team and concentrates his practice on structuring and closing transactions involving federal income tax credits and other significant federal and state income tax incentives, including Production Tax Credits and Investment Tax Credits for renewable energy.  His practice also covers New Markets Tax Credits.  He has represented numerous developers, investors, syndicators and lenders in structuring and closing renewable energy and other transactions.  He serves on the Board of Directors and is the Secretary of the Distributed Wind Energy Association (DWEA), as well as the Board of Directors of Windustry.  He is a graduate of the University of Rhode Island, B.A. and The Harvard Law School, J.D.


          Martin Gonzalez, Senior Electrical Engineer – Solar Group, Burns & McDonnell

          Martin Gonzalez is a senior electrical engineer in the Solar Group at Burns & McDonnell. He has nearly two decades of experience in a variety of roles related to the design and construction of PV systems.  Mr. Gonzalez has been responsible for the design of residential, commercial, and utility scale PV systems, in addition to various other renewable energy projects. He provides on-site support for the installation, testing, and commissioning of PV systems and PV system monitoring equipment.  He has worked on some of the largest and most lauded solar projects in the nation, including serving as the owner’s engineer on the largest thermal solar PV project in the United States, the 580 MW Solar Star.  Mr. Gonzalez has a deep understanding of PV system design and operation, equipment selection, electrical installation best practices. He assists with PV system troubleshooting, testing, and maintenance, in addition to performing design reviews in an owners engineering role.


          Tony Grappone, Partner, Novogradac & Company LLP

          Tony Grappone is a partner in the Boston office of Novogradac & Company LLP, where he specializes in providing accounting, tax and consulting services to developers, syndicators and investors of projects that qualify for federal and state tax credits such as renewable energy tax credits.  He serves as a technical editor of the firm’s Renewable Energy Tax Credit Handbook.  Prior to joining Novogradac & Company LLP, Mr. Grappone worked at Ernst & Young LLP specializing in partnership taxation within the affordable housing industry and servicing many of the nation’s largest tax credit syndicators and investors.  In addition, he served several leading venture capital firms as well as commercial real estate developers and investors.  He earned a bachelor’s degree from Northeastern University in Boston, Mass.


          Arlee Jones, Project Manager & Contract Administrator, Tampa Electric

          Arlee Jones is a Project Manager and Administrator at Tampa Electric, a subsidiary of TECO Energy (TEC), where he is responsible for the management of transmission, distribution and sub-station infrastructure projects in the 13kV to 230kV range and manages  PV projects from the 2MW to 74.5 MW range. He has more than two decades experience in the power design and energy consulting industry.  Mr. Jones completed advanced engineering training in the US Navy’s Nuclear Power Program where he served for 25 years and earned a BS in Nuclear Engineering. He also earned an AS degree in Electronics Engineering Technology from Southeast Arkansas University, a BS in Electrical Engineering from the University of London, and Masters Degrees in both Electrical Engineering and Engineering Management from Old Dominion University.

          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:

          Solar Development and M&A Due Diligence

          May 24-25, 2022 | Online
          Individual attendee(s) - $ 1195.00 each

          Volume pricing also available

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

          Pack of 5 attendees - $ 4,780.00 (20% discount)
          Pack of 10 attendees - $ 8,365.00 (30% discount)
          Pack of 20 attendees - $ 14,340.00 (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 April 22, 2022 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

          AP_Logo

          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 course 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.


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

          Course CPE Credits: 12.0
          Workshop CPE Credits: 4.0
          There is no prerequisite for this Course.
          Program field of study: Specialized Knowledge
          Program Level: Basic
          Delivery Method: Group Internet Based
          Advanced Preparation: 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

          • Renewable energy project sponsors, developers and consultants
          • Investors and lenders
          • Engineering, procurement, and construction (EPC) and independent (IE) and owner engineering (OE) firms that support solar projects
          • Attorneys, counsel, and legal staff
          • Utility procurement officers, project managers, financial analysts and resource planners
          • Transmission operators, coordinators, planners, and developers
          • Module, inverter and BOS manufacturers

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