Wind Energy Companies (SPACs)

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JAMES G. GOETTSCHPartner

Kansas City, MOphone: 816.983.8257email: [email protected]

Overview

An accomplished transactional lawyer, Jim leverages his experience in mergers and acquisitions, joint ventures, project finance and complex commercial relationships for the benefit of his clients.

Jim has worked closely with clients in the energy sector for two decades. Among his recent experience, Jim has:

• Represented multiple national renewable energy owners in connection with the acquisition and financing of wind and solar projects totaling more than 3,000 megawatts.

• Closed power, natural gas and water utility acquisitions and dispositions totaling more than $1.3 billion in ten states across the country, from California to New England.

• Represented clients in connection with joint ventures for the development and ownership of pipelines, terminals and related infrastructure projects in the midstream oil and gas sectors.

In addition, Jim regularly assists power generators, utilities and major energy consumers in connection with power purchase agreements, natural gas procurement, energy hedges and energy marketing and trading activities.

IndustryEnergy & Natural Resources

ServicesBanking & FinanceBiofuels, Biomass & Landfill GasElectric TransmissionEnergy StorageMergers & AcquisitionsSolar EnergySpecial Purpose Acquisition Companies (SPACs)Wind Energy


Experience

Power Generation• Represented Algonquin Power Co. in the tax equity financing of a 20 megawatt solar energy facility

in California.

• Represented international renewable energy developer in the acquisition of the 150+ megawatt Route 66 construction-ready wind energy project in Texas.

• Represented NV Energy in a groundbreaking transaction with Apple Inc. for the partnered development between the utility and its customer for a 20 megawatt solar energy facility in Nevada.

• Represented Algonquin Power in the acquisition, 60/40 joint venture, tax equity financing, and secured energy hedging transactions for a $750 million portfolio of wind power facilities totaling 400 megawatts in Illinois, Pennsylvania and Texas.

• Represented Aquila in its entry into a $1.5 billion transaction for the acquisition of an independent power producer that held interests in more than 20 independent power plants and had six merchant power plants under construction.

• Represented Aquila in the sale of a 50 percent interest in a 620-megawatt combined-cycle gas-fired merchant power plant and certain transmission-related assets to Calpine Corp.

• Represented Aquila in the $225 million acquisition of a subsidiary of FirstEnergy Corp. that held interests in independent power plants in six states.

Utilities• Represented Liberty Utilities in the $327 million acquisition of water utilities in California and

Montana from the Carlyle Group.

• Represented Liberty Utilities in the $74 million acquisition of the Massachusetts gas distribution utility assets of New England Gas Co. from Energy Transfer Company.

• Represented Liberty Utilities in the $140 million acquisition of gas distribution utility assets of Atmos Energy in Georgia, and in the $125 million acquisition of gas distribution utility assets of Atmos Energy in Illinois, Iowa and Missouri.

• Represented NV Energy in its $35 million sale of cellular communications towers and lease of underlying substation property in the Las Vegas metropolitan area.

• Represented Liberty Utilities in the $285 million acquisition of electric distribution utility Granite State Electric Co. and local gas distribution utility EnergyNorth Natural Gas Inc. in New Hampshire from National Grid.


Experience

• Represented NV Energy in the $136 million sale of its California electric distribution utility assets.

• Represented Aquila Inc. in the $292 million bifurcated sale of its Kansas-regulated electric utility assets to Sunflower Electric Power Corp. and Westar Energy.

Midstream Oil and Gas• Represented client in connection with the negotiation of a joint venture for the development and

ownership of a $100+ million liquefied natural gas (LNG) production facility on the East Coast.

• Represented Algonquin Power & Utilities Corp. in its up to $400 million investment in a joint venture with Kinder Morgan for the development of the Northeast Expansion Project designed to move natural gas from the Marcellus Shale region to New England.

• Represented Koch Pipeline Co. in its sale of a lateral diesel pipeline in Texas.

• Advised a midstream natural gas company in its bid to acquire interstate and intrastate natural gas pipelines in Kansas and Oklahoma.

• Represented Inergy L.P. in the acquisition of a controlling interest in an 18-billion-cubic-feet depleted reservoir gas storage project in Texas.

• Co-counsel to Koch Hydrocarbon LP in connection with the $1.35 billion sale of midcontinent natural gas liquids (NGL) gathering, fractionation, storage and marketing business and related pipelines.

• Represented client in connection with proposed investment in a major asphalt terminal under development to serve refinery in the Chicago area.

• Represented developer with respect to project structuring, project financing, third-party investment and negotiation of commercial contracts for $30 million landfill gas project near Houston, Texas.

• Represented Aquila in the formation of a joint venture with ArcLight Capital Partners for the $220 million acquisition of the Lodi underground gas storage facility in California, including advance payment of $110 million in the form of a secured construction loan from the joint venture to the seller.

Wholesale and Competitive Retail Energy• Represented multiple electric utilities and project developers in connection with the negotiation of

power purchase agreements (PPAs) for renewable energy facilities and both sellers and buyers in connection with negotiation of full-requirements PPAs between generating utilities and distribution utilities.


Experience

• Negotiated energy hedge agreements for multiple wind energy facilities, located in ERCOT and PJM, including price swaps and features to account for variability in wind energy production, with recourse limited to the projects.

• Negotiated retail natural gas contracts in Ontario, Canada, and multiple U.S. states on behalf of a major industrial energy consumer.

• Negotiated novation agreements and modified credit support arrangements to permit the retention of client’s energy trading operations upon the sale of its subsidiary that was the original contracting and transacting entity.

• Negotiated multiple retail electric power and natural gas contracts in Illinois, Texas and Pennsylvania for a national for-profit college group.

• Represented Kansas Energy Partners in the disposition of a controlling interest in its natural gas marketing business to Itochu Corp.

• Represented Aquila in the disposition of various energy-related derivatives and in the proposed disposition of multiple long-term natural gas supply agreements and related derivatives.

• Advised Algonquin Power & Utilities Corp. on forming $608 million joint venture with Abengoa, S.A., of Spain for international development and construction of clean energy and water infrastructure assets.

• Represented international renewable energy developer in the acquisition of an up-to 300 megawatt wind energy facility in Texas.

• Represented Algonquin Power in the acquisition, development and financing of the 200 megawatt Odell Wind Farm in Minnesota.

• Represented Algonquin Power in the $115 million acquisition of the remaining minority interest in a 400 megawatt, three-project portfolio of wind energy facilities in Illinois, Pennsylvania and Texas.

• Represented Algonquin Power in the $149 million acquisition from Chinese turbine manufacturer Goldwind of a 109-megawatt wind energy facility in Illinois.

• Represented international renewable energy developer in the acquisition of the 400+ megawatt South Plains I and II construction-ready wind energy projects in Texas.


Recognition

• The Best Lawyers in America®, Mergers & Acquisitions Law, 2008-2022

• IFLR1000, Project Finance and M&A (Missouri), Highly Regarded, 2018-2019

• Missouri & Kansas Super Lawyers, 2011-2013

Education

• J.D., University of Iowa College of Law

○ with high honors

○ Order of the Coif

○ Iowa Law Review, Senior Articles Editor

• A.B., Harvard University

○ cum laude

Admissions

• Missouri

Community Leadership

• Harvard Schools Committee, Kansas City

• Head Start of Shawnee Mission, Board of Directors, 1999-2009

2022 Best Lawyers

Documents

Wind Energy Companies (SPACs)