Wind Project Development and M&A Due Diligence Conference
Maximizing Profits in the Era of Tax Credit Phasedowns
November 6-7, 2017
New Orleans, LA

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Overview

Major transitions occurred on the electric grid in 2016 – and almost all of them involved wind power.  With 8.7 gigawatts (GW) of new wind capacity installed, wind power is now the largest source of renewable generating capacity in the U.S. with a total of 81 GW, surpassing hydroelectric at 80 GW.   Installed capacity is further expected to grow to 102 GW by the end of 2018, as wind developers rush to take advantage of the available tax incentives. 

For developers, utilities and investors to take advantage of the rapidly maturing wind market, quality, systematic due diligence is essential.  This program is designed to provide a holistic coverage of legal, financial, and technical due diligence items as they relate to both general wind project development and considerations for valuations and transactions/acquisitions in the secondary market.  There will be a special focus on how companies can optimize wind development and business strategies to maximize profit with consideration to the phasedown of the Production Tax Credit (PTC) and Investment Tax Credit (ITC).   A diverse group of speaker experts will review critical due diligence items at the various stages of project development, evaluate potential exposures to unknown costs, and provide specific guidance, metrics and case studies for establishing a common denominator between the buyers and sellers to transact wind projects under various stages of development.

Learning Outcomes

  • Assess key legal, financial, and technical due diligence items for wind development and transactional valuation
  • Identify key trends in U.S. wind market for investment and M&A
  • Examine key tax and project finance concerns and opportunities
  • Assess construction contract provisions and key agreements: EPCs, PPAs, O&M
  • Analyze technical due diligence for wind energy assessment and asset valuation
  • Examine land title search and insurance issues
  • Review legal updates and nuances for environmental and permitting considerations
  • Identify environmental hazards
  • Evaluate tips to optimize the interconnection process and estimate interconnection costs & revenues
  • Review project case studies from industry professionals active in the wind M&A market
  • Analyze how to implement effective strategies for wind site management for O&M, health and safety

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.

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

Course CPE Credits: 12.5
There is no prerequisite for this Course.
Program Level: Beginner/Intermediate
Delivery Methood: Group-Live
Advanced Preperation: None

EUCI 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.

 

Agenda

Monday, November 6, 2017

7:30 – 8:00 a.m. :: Registration and Continental Breakfast


8:00 – 10:00 a.m. :: Wind Market Update: Development, Investment & M&A Trends

This opening session will examine what the wind industry saw the last couple years, and where it is headed in 2018 and beyond:

  • Overview of new wind project development in North America
  • Industry perspectives on acquisition and M&A activity for wind projects
    • Types and variations in M&A transactions
    • Project development stages and buyer types
    • Structuring and monetizing big transactions
    • Investment methodology
    • Compensation structures
  • Timing considerations and impacts on transactions related to PTC deadlines
    • Legal, business, and finance impacts
  • The evolution of the YieldCo model, its role in the market today and future opportunities
  • Common and new/emerging sources of capital
  • Utility wind development, procurement and ownership trends
  • Offshore wind market
    • Projections for future market take off
    • Current developments and opportunities
    • Permitting and regulatory challenges

Moderator:

Becky Diffen, Associate, McGuireWoods

Panelists:

Jonathon Adelman, Vice President – Resource Planning, , Xcel Energy

Lucille Olszewski, General Manager and Meterologist, Ensemble Wind

Andrew Rosenbaum, Managing Director, RBC Capital Markets

10:00 – 10:15 a.m. :: Morning Break


10:15 – 11:00 a.m. :: Overview of Due Diligence Process: Identifying Key Issues, Questions and Features

This session will distinguish between key early stage asset due diligence items vs. high level overview of due diligence items for mature projects (PPA), and consider the following elements:

  • Overview of the due diligence process
  • Purpose and key issues
  • Organizing the process
  • Review of the physical project
  • Real property due diligence
  • Review of project contracts
  • Review of permits and approvals
  • Environmental
  • Energy production analysis
  • Putting it all together

Tara Kaushik, Partner, Holland & Knight


11:00 a.m. – 12:00 p.m. :: M&A and Other Structured Transactions: Key Tax Considerations

Maximizing the benefits of tax incentives is vital in any renewable energy transaction.  This session will provide an overview of key tax terms and issues involved in the development and structure of wind energy projects.  It will address how tax equity financings get done and apply to project deals.

  • Wind tax equity update
  • Tax code overview
  • Understanding depreciation for project development timelines
    • Production Tax Credit (PTC)
    • Investment Tax Credit (ITC)
  • State, local and transactional considerations
  • Diligence and tax equity structures
  • Tax equity trends in M&A
  • Tax equity transactions
    • Transaction and target type
    • Overall structure considerations
    • Diligence and tax equity structures
    • Transaction effect on tax equity structure
    • Debt equity and financing equity interactions
  • Re-Powering wind facilities with PTC safe-harbored equipment
    • Partnering with tax equity and lenders
    • Enhancing value through partnering with the right companies that possess safe harbored equpiment
  • What investors are looking for in a deal
    • Surety of payment
    • Credit worthiness of off taker
    • No problems on permits up front
    • Turbine liability

Paul Shockett, Counsel, Skadden, Arps, Slate, Meagher & Flom LLP

Julian Torres, Director, RBC Capital Markets

12:00 – 1:00 p.m. :: Group Luncheon


1:00 – 2:30 p.m. :: Key Construction Contract Provisions & Agreements: EPCs, PPAs, and O&M

  • EPCs, PPAs, and O&M agreements
  • Learn how they work together
  • Look at contracts together, what do you need?
  • O&M: material contracts, go in and negotiate, looking at them in terms of acquisitions

Ashley Wald, Partner, Holland & Hart

Leslie Boyle, Partner, Holland & Hart

2:30 – 2:45 p.m. :: Afternoon Break


2:45 – 3:45 p.m. :: Understanding the Impact of Land Title Search and Insurance Issues on Asset Values

  • Basic principles of title insurance in the energy context
  • The impact of title insurance on project finance
  • Insurable land rights and valid real property contracts
  • Encroachments, crossing agreements and enforced removal
  • Locating and insuring severed mineral interests
  • Mechanics’ lien principles
  • The importance of transmission rights
  • State-specific considerations

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


3:45 – 4:45 p.m. :: Environmental, Land Use and Permitting Considerations

  • Types of permits required for projects
  • Timelines for obtaining approvals
  • Zoning and entitlement
    • States vs. local permitting
  • NEPA/CEQA
  • Community issues
  • Wildlife studies and government agency (local and federal) interactions
  • Water use and wetlands
  • Cultural resources
  • Native American consultation
  • Special issues

Eric Hansen, Director – Environmental Services, Westwood

4:45  – 5:45 p.m. :: Networking Reception


Tuesday, November 7, 2017

7:30 – 8:00 a.m. :: Continental Breakfast


8:00 – 9:00 a.m. :: Interconnection: Optimizing the Process and Estimating Costs & Revenues

Interconnecting new wind power plants involves navigating the many rules and regulations of the given grid region, and assessing potential pricing impacts for different sites to try and evaluate the most economically advantageous area.  This session will address key considerations for interconnection related to:

  • Economic and pricing impacts of project interconnection based on site
  • Hurdles and risks that can negatively impact prices
  • Considerations for queue scheduling
  • Optimizing system studies processes

Bill Babcock, Consultant, PA Consulting

Ravi Bantu, Director, Transmission, Americas, RES Americas


9:00 – 9:45 a.m. :: Independent Engineering (IE) Review for Wind Projects

This session will provide an overview of technical due diligence items required for a holistic independent engineering assessment.  The focus will be on how IE services and offerings assess overall project value with regard to key technical, legal and financial components.  It will discuss how IE assessments influence considerations for wind power transactional sales. 

  • Energy and resource estimation, wind energy assessment
  • Environmental and permitting review
  • Turbine technology review
  • Site assessment and project design review
  • Construction and turbine supply review
  • O&M review
  • Operating agreement review (O&M, PPA, Interconnection)
  • Project performance and operational evaluation (for operating assets)
  • Portfolio review (as applicable)
  • Financial model review

Adam Wilson, Senior Manager, Luminate LLC

9:45 – 10:00 a.m. :: Morning Break


10:00 – 10:30 a.m. :: Operations & Maintenance, Health & Safety

  • Warranty support
    • Division of responsibility
    • Monthly feedback reviews
    • Build relationships
  • Post construction due diligence
  • Health & safety
    • “Reactive” to “Best practices”
  • Asset management
    • Levels of implementation

Seth Nicholson, Wind Farm Site Supervisor, Portland General Electric


10:30 – 11:45 a.m. :: Late Stage Acquisition Due Diligence: Key Considerations and Case Studies

This session will evaluate key points of a developer and an investor’s due diligence process as it relates to wind project development, valuation, and acquisition decisions. 

  • M&A and development transactions
  • Why late stage development?
  • Identifying new opportunities
  • Valuation considerations for late-stage development projects
  • Status of permitting and environmental compliance obligations
  • Evaluation of Production Tax Credits (PTC)
  • Valuation of project assets and resource estimation
  • Analysis of fatal flaws and determining whether to acquire

Ward Marshall, Senior Director of Business Development, Pattern Energy

Alexander Daberko, Principal, Starwood Energy Group Global, LLC

11:45 a.m. :: Conference Adjourns

Workshop

Financial Quantification of Wind Resource Assessment and Long-Term Energy Estimates

Tuesday November 7, 2017

12:30 — 1:00 p.m. :: Registration

1:00 — 4:45 p.m. :: Workshop Timing

Overview

An accurate and detailed wind resource and energy assessment is key to a wind farm development project.  It is important for securing project financing, optimizing turbine site suitability, supply and warranty, and securing a power purchase agreement.  This workshop will outline key considerations for developing a strategic approach to wind resource assessment, focusing on how resource and long-term energy production estimates are quantified in the overall financial model of the project.

Learning Outcomes

  • Review the wind resource assessment process and associated tools
  • Discuss how wind resources are characterized in the long-term 
  • Assess necessary tools, instrumentation and meteorology equipment 
  • Evaluate how data is analyzed to produce wind resource estimates and production models 
  • Discuss how energy estimates are financially quantified and impact overall project value and feasibility

Agenda

  • Understanding & Assessing the Resource  
    1. Detailed site evaluation
    2. Initial feasibility study
    3. Critical path analysis
    4. Monitoring program
  • Long Term Resource Characterization 
    1. Annual mean
    2. Wind rose
    3. Seasonal and diurnal variations
    4. Characteristic turbulence
    5. Extreme winds and temperatures
  • Instrumentation & Meteorology Equipment
    1. Wind maps
    2. Meteorological/tall towers
    3. Remote sensing components 
      • SODAR
      • LIDAR
  • Long-Term Wind Resource Estimation & Production Model
    1. Data quality control and analysis
    2. Climatology considerations and adjustments
    3. Wind flow modeling
    4. Turbine layout optimization
  • Gross Energy Estimation
    1. Incorporating losses
    2. Quantifying uncertainty 
  • Financial Assessment of Wind Resource Assessment and Long-Term Energy Estimates
    1. Impact on project valuation and financing 
    2. Project feasibility
    3. Economic viability

Workshop Instructor

Lucille Olszewski, General Manager, Ensemble Wind 

Lucille Olszewski is as a General Manager and Meteorologist at Ensemble Wind, a woman-owned company that provides complete services to the wind and solar energy industry from early stage project development through successful operations.  She has more than 25 years as a wind energy meteorologist and management professional with extensive experience in business development and project management.    

Speakers

Jonathon Adelman, Vice President – Resource Planning, , Xcel Energy (invited)

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

Ravi Bantu, Director, Transmission, Americas, RES Americas

Leslie Boyle, Partner, Holland & Hart

Alexander Daberko, Principal, Starwood Energy Group Global, LLC

Becky Diffen, Associate, McGuireWoods

Eric Hansen, Director – Environmental Services, Westwood Bill Babcock, Consultant, PA Consulting

Tara Kaushik, Partner, Holland & Knight

Ward Marshall, Senior Director of Business Development, Pattern Energy

Seth Nicholson, Wind Farm Site Supervisor, Portland General Electric

Lucille Olszewski, General Manager and Meterologist, Ensemble Wind

Andrew Rosenbaum, Managing Director, RBC Capital Markets

Paul Shockett, Counsel, Skadden, Arps, Slate, Meagher & Flom LLP

Julian Torres, Director, RBC Capital Markets

Ashley Wald, Partner, Holland & Hart

Adam Wilson, Senior Manager, Luminate LLC

Location

New Orleans Marriott
555 Canal St
New Orleans, LA 70130

To reserve your room, please call 1-504-581-1000
Please indicate that you are with the EUCI group to receive the group rate.

You can click here to book online 

Room Rate:

The room rate is $169.00 single or double plus applicable taxes.

Room Block Dates:

A room block has been reserved for the nights of November 5 – 6, 2017.

Rate Available Until:

Make your reservations prior to October 5, 2017. There are a limited number of rooms available at the conference rate. Please make your reservations early.

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

EventEarly Bird Before
Friday, October 20, 2017
Standard RateAttendees
Wind Project Development and M&A Due DiligenceUS $ 1195.00 US $ 1395.00

This event has the following workshops:

Financial Quantification of Wind Resource Assessment and Long-Term Energy Estimates US $ 495.00
US $ 595.00

*Please note: all attendees of the conference will receive a flash drive containing all presentations that are made available by the presenters. If you cannot attend the conference but would still like a copy of these materials, please consider purchasing the proceedings package listed below

I cannot attend but would like a copy of the proceedings

Proceedings package US $ 395.00

Take advantage of these discounts!

  • Attend the Conference and workshop and pay $1,595.00 per attendee (save $ 95.00 each)

Register 3 Send 4th Free!

Any organization wishing to send multiple attendees to these conferences may send 1 FREE for every 3 delegates registered. Please note that all registrations must be made at the same time to qualify.

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 October 06, 2017 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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