Renewable Energy Build-Transfer Agreement (BTA) Fundamentals

October 31 - Nov 1, 2024 | Online :: Central Time

1024-build-transfer-agreements

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

Thursday, October 31, 2024 : Central Time

 

9:00 – 9:20 a.m. :: Overview & Introductions 

9:20  – 10:45 a.m. :: 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 a.m. :: Morning Break

11:00 a.m. – 12:30 p.m. :: 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 p.m. :: Lunch Break

1:15 – 2:15 p.m. :: The Lender’s Role

• Origination
• Due diligence
• Credit analysis and structuring
• Deal underwriting
• Closing

2:15 – 3:15 p.m. :: 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 p.m. :: Afternoon Break

3:30 – 4:45 p.m. :: 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 p.m. :: Course Adjourns for Day

Friday, November 1, 2024 : Central Time

9:00 – 10:30 a.m. :: 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 a.m. :: Morning Break

10:45 a.m. – 12:15 p.m. :: 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 p.m. :: Lunch Break

1:00 – 2:30 p.m. :: Contractual Elements – Transfer Timing & Decisions

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

2:30 – 2:45 p.m. :: Afternoon Break

2:45 – 4:15 p.m. :: Contractual Elements – Closing Scenarios

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

4:15 p.m. :: Course Adjournment

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.

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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.

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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.

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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.

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.

• Microsoft recommends downloading and installing the Teams app if possible. You may also use the Edge browser or Chrome.
• You will receive a separate email with a unique link to a personalized landing page which will include links to join all sessions of this event.
• 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.

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 attendees for 7 days after the event

REGISTER NOW FOR THIS EVENT:

Renewable Energy Build-Transfer Agreement (BTA) Fundamentals

October 31 - Nov 1, 2024 | Online

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 27, 2024 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

Credits

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 1.3 CEUs for this event

Verify our IACET accreditation

Who recognizes IACET Credits?

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.

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

Course CPE Credits: 15.0
There is no prerequisite for this Course.
Program field of study: Specialized Knowledge
Program Level: Basic
Delivery Method: Group-Live
Advanced Preparation: 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. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org

 

 

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