Build-Transfer Agreement Fundamentals

Build-Transfer Agreement Fundamentals

October 26-27, 2021 | Online :: Central Time

Overview

An important instrument for utilities as they pursue eventual and outright ownership of solar assets is a build-transfer agreement (BOT/BTA).  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

Tuesday, October 26, 2021 : 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 a.m. – 12:15 p.m. :: Phase I: Setting Up The BTA/BOT Transaction

  • Sourcing the Deal
  • Cementing the Team
  • Essential Structuring Elements
  • Negotiations
  • Project Development “Toll” Gates and Milestones
  • Utility Positioning, Timing and Regulatory Authorization to Proceed
  • Financial and Economic Dimensions
  • Tax Equity Matters

12:15 – 1:00 p.m. :: Lunch Break

1:00 – 4:45 p.m. :: Phase II:  Project Engineering & Construction

  • Regulated Utility Development Timeline, Risk Points and Implications
  • Project Developer Dimensions and Decisions
  • EPC Engagement and Role
  • Project Oversight, Inspections, Approvals and Buyer Step-in Rights
  • Supply Chain Issues and Cures

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

 

Wednesday, October 27, 2021 : 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 a.m. – 12:15 p.m. :: Phase III:  Transfer/Sale Of BTA/BOT Asset(S)

  • Contract Provisions
  • Transfer Scenarios and Timelines
  • Defining Completion
  • What’s a Closing ?

12:15 – 1:00 p.m. :: Lunch Break

1:00 – 2:00 p.m. :: Phase III:  Transfer/Sale Of BTA/BOT Asset(S) cont’d

  • Distinctions Between Wind and Solar Projects

2:00 – 4:45 p.m. :: Phase IV:  Post-Transfer Elements

  • Warranties and Representations
  • Post-completion Indemnification Liability
  • Operations & Maintenance
  • Lifecycle Costs and Considerations

4:45 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.


Andrew Campbell, Director – Energy Supply & Optimization, Northern Indiana Public Service Company

Andrew Campbell is Director of Energy Supply & Optimization at Northern Indiana Public Service Company.  His experience spans supply and demand planning, wholesale energy markets, commercial negotiations: wholesale energy/asset acquisitions/interconnections, coordination of request for proposals to locate and evaluate potential transactions, and tax equity financing/diligence. He has executed commercial agreements supporting some $5 billion in capital investment, with agreements covering 3,400+ MW, nearly all of that being renewable forms of generation to include wind, solar, and solar paired with battery storage.  Mr. Campbell began his employment with NIPSCO in 2009 as an Operations Analysis Engineer, later promoted to the Manager of Operations & Market Support then assumed the role of  Manager of Planning & Regulatory Support.  He was promoted to his current role In 2017.  Prior to joining NIPSCO, he worked as an engineer for an industrial manufacturing company that specialized in engine attachments for marine and small power generation applications. He is a 10-year veteran of the Army National Guard and earned a Bachelor of Science degree in Mechanical Engineering from Purdue University Northwest and an MBA from the University of Notre Dame.

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

Event Standard RateAttendees
Single Connection - Build-Transfer Agreement FundamentalsUS $ 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 related events:

Utility Ownership of Renewable Energy AssetsUS $ 1195.00
Pack of 5 connectionsUS $ 4,780.00
Pack of 10 ConnectionsUS $ 8,365.00
Pack of 20 ConnectionsUS $ 14,340.00

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Take advantage of these discounts!

  • Attend the Course and Utility Ownership of Renewable Energy Assets and pay US $ 2,295.00 per attendee (save US $ 195.00 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 September 10, 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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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 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.

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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