Utility Renewable Energy Build-Transfer Agreement

Renewable Energy Build-Transfer Agreement (BTA) Fundamentals

October 31 - November 1, 2024 Online :: Central Time

A Build-Own-Transfer Agreement (BTA) is an efficient, all-in-one approach for utilities aiming to own solar assets. This agreement combines elements of purchase, sale, and EPC (Engineering, Procurement, and Construction) agreements. In this setup, a third party develops and constructs a renewable energy project, then transfers ownership to the utility at an agreed-upon stage.

This course will guide utilities and project developers through the negotiation process to achieve favorable outcomes for both parties. Developers will learn to package and bring projects to operational status, while utilities will acquire long-term assets for earning satisfactory returns. The course covers essential negotiating elements, timelines, and outcomes from multiple perspectives. It also provides strategies for optimizing desirable scenarios and avoiding undesirable ones.

Participants will gain insights from leading experts on the following topics:

Essential Elements of BTA/BOT Agreements: Understand the key components of utility renewable energy build-transfer agreements.
Development Timeline and Risk Evaluation: Learn about the renewable energy development timeline, key risk points, and implications that utilities need to consider before deciding to own these assets.
Contract Provisions and Negotiations: Break down and discuss critical BTA/BOT contract provisions and negotiation elements.
Utility Positioning and Regulatory Authorization: Understand the process for utility positioning, timing, and obtaining regulatory authorization to proceed.
Wind vs. Solar Projects: Identify the distinctions between BTAs/BOTs for wind and solar projects.
Warranties and Representations: Examine the warranties and representations involved in BTA agreements.
Project Developer Decisions: Evaluate the various dimensions and decisions faced by project developers.
Utility Oversight and Approvals: Assess the level of utility project oversight, inspections, approvals, and buyer step-in rights.
Transfer Scenarios and Timelines: Consider different BTA transfer scenarios and their timelines.

This course aims to equip participants with the knowledge and skills necessary to navigate and optimize BTA/BOT agreements effectively.

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

Register

This is a recorded session - no instructor interaction is available. Recordings do not qualify for continuing education credits. Recordings will expire 30 days from date of purchase and sharing, downloading or copying of the recording in any way is strictly prohibited and will result in the termination of your license.

PURCHASE THIS RECORDING:

Recording license(s)$ 1295.00 each


Finish and Pay

Day one

Thursday, October 31, 2024

Day two

Friday, November 1, 2024

Agenda

Thursday, October 31, 2024
Central Time

Online

Log In and Welcome

8:45

Lunch Break

12:15 - 1:00 PM

Adjourn for the day

4:45 PM

8:45 - 9:00 AM

Log In and Welcome

12:15 - 1:00 PM

Lunch Break

9:00 AM - 4:45 PM

Course Timing

9:00 - 9:20 AM

Overview & Introductions

9:20 - 10:45 AM

Setting the BTA Transaction Context

State of the utility renewable energy asset market
- ISO’s and regulated markets
- Renewable energy capacity
- Ownership by type
- Available off-take solutions
- State commission oversight “lanes”
- New asset ownership opportunities opened up by IRA
  - Tax equity
  - Direct pay, transferability and adders
Weighing renewable energy resource procurement options
- PPA
  - Assuming TEI
  - 15-year tenor
  - Typical flip timing
  - Buyout clause
- Utility ownership at outset
  - Self-develop
  - Purchase at FNTP
- BTA transactions
  - Utility BTA of cash equity shares @ FNTP or COD
  - Implications for rate-basing
  - Risks
  - Current BTA landscape
    - What states allow it
    - Utilities that deploy it
  - Terms and acronyms
  - Stages

10:45 - 11:00 AM

Morning Break

11:00 AM - 12:30 PM

The Sponsor/Developer’s Role

Initial procurement process
Timeline
Supply chain uncertainties
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
Policy and legislative actions and their impact on BTAs

12:30 - 1:15 PM

Lunch Break

1:15 - 2:15 PM

The Lender’s Role

Origination
Due diligence
Credit analysis and structuring
Deal underwriting
Closing

2:15 - 3:15 PM

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

3:15 - 3:30 PM

Afternoon Break

3:30 - 4:45 PM

The Utility’s Role

Sourcing the deal
Cementing the team
Essential structuring elements
Negotiations
Tax equity matters
Accounting matters
State utility compact and regulatory commission considerations
Lifecycle costs and considerations
Operations & Maintenance

4:45 PM

Course Adjourns for Day

Agenda

Friday, November 1, 2024
Central Time

Online

Log In

8:45

Lunch Break

12:15 - 1:00 PM

Adjourn for the day

4:15 PM

8:45 - 9:00 AM

Log In

12:15 - 1:00 PM

Lunch Break

9:00 AM - 4:15 PM

Course Timing

9:00 - 10:30 AM

Contractual Elements

Flavors of BTAs
- Reasons for variations
- Can/Should there be a “standard” form?
Before the BTA “goes live”
- Contract negotiation timing
- Risk assessment and responsibility
- Decision Elements
- Finalizing Scope of Work, Specifications and Layout
Sample BTA

10:30 - 10:45 AM

Morning Break

10:45 AM - 12:15 PM

Contractual Elements – The Framework

Schedule and Deadlines
Conditions Precedent
Project Oversight, Inspections, Approvals and Buyer Step-In Rights
Supply Chain Issues and Cures
Financing
LD Rate and Structure
Warranties and representations
Buyer Termination Rights, Buyer Default and Build-Out Restrictions
Credit Support
Risk assessment and allocation
Tax equity insurance

12:15 - 1:00 PM

Lunch Break

1:00 - 2:30 PM

Contractual Elements – Transfer Timing & Decisions

Transfer scenarios and timelines
- FNTP
- During construction
- Mechanical completion
Defining completion
Conditions precedent

2:30 - 2:45 PM

Afternoon Break

2:45 - 4:15 PM

Contractual Elements – Closing Scenarios

What’s a closing?
Termination
Post-completion indemnification liability
Remedies and recourse

4:15 PM

Course Adjournment

Instructors

Adam Bernardi is Renewable EPC Sales and Commercial Strategy Leader at Burns & McDonnell Engineering. He has nearly two decades of experience in the power generation industry. Mr. Bernardi supports utilities and developers in the upfront development of renewable energy projects, from siting and commercialization strategies all the way through startup and commissioning.

Adam Bernardi

Renewable EPC Sales and Commercial Strategy Leader

Burns & McDonnell Engineering

Josh Dale is Managing Director of Renewables at Rabobank, where he recently returned after serving for the Project Finance & Infrastructure U.S. team of CIBC Capital Markets. Prior to that, he served for 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.

Josh Dale

Managing Director of Renewables

Rabobank

Arlee Jones is a Project Manager and Administrator at Tampa Electric, a subsidiary of TECO Energy (TECO) 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 Electrical Engineering and Engineering Management from Old Dominion University.

Arlee Jones

Project Manager and Administrator

Tampa Electric

Rochelle Rabeler is a partner at the law firm Holland & Hart. She counsels developers, investors, sponsors, and independent power producers in connection with wind, solar, storage, and other energy projects throughout the U.S., varying in size from 100 kW to 1000+ MW. Ms. Rabeler works with both buyers and sellers, guiding them through each nuance of project development contracts, mergers and acquisitions, and debt and equity financings, including ISDA and other hedge and swap agreements. She specializes in power purchase agreements (PPAs) and has extensive experience representing parties in the negotiation of traditional physical offtake PPAs and also financial and virtual PPAs or contracts for differences. To date, Ms. Rabeler has supported clients successfully negotiate and execute corporate PPAs for wind and solar projects totaling more than 2 GW in the aggregate.

Rochelle Rabeler

Partner

Holland & Hart

Continuing Education Credits

Credits

Ineligible for Credits

We are unable to issue continuing education credits for recorded sessions