Solar Development & Transaction Due Diligence

July 24-25, 2024 | Online :: Central Time

0724-solar-due-diligence

“Each presenter divulged their career experiences/knowledge very openly and honestly.  They drew you into the field, making you excited to be present.” Senior Solar Specialist, EcoMotion

“While the topics of due diligence for solar projects are very broad and complex, this program can give solar professionals new and experienced — a better understanding of critical logistics to help make solar projects succeed.” Project Officer – Region 2 Superfund, EPA

“It was a great introduction for an engineer learning about the finance and business aspects of solar.” Associate Director, SRI International

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“With no experience in analyzing solar projects, this conference was great as an introduction to all aspects of project and provided a level of comfort in reviewing projects from a financing perspective.” Assistant VP, Midwest Bancorp

“The speakers were all subject matter experts to an incredible degree.” VP Solar Projects, EcoMotion

“Seasoned instructors for maximum learning.” Project Lead, Duke Energy

“Highly relevant and detailed information on the due diligence process in the solar industry — very useful.” Managing Director, Petros Partners

“EUCI develops a great program with expert speakers who share their experience and best practices.” EVP – Engineering & Construction, groSolar

“Well organized, relevant content and engaged attendees.” Manager – Risk & Investment, Canadian Solar

“Great conference, great discussion, good networking opportunity.” Due Diligence Lead, Shell

“Presenters are very approachable and helpful with all company-specific questions. EUCI is a great resource for specialists across development needs.” Geospatial Analyst, MAP Energy

“This is a great course for someone just getting into solar and a good refresher for others.” Project Director, Apex Clean Energy

“Useful training for someone trying to get into solar development.” Manager – Development, EDF Renewables

“EUCI offers some of the best session in the industry.” NB Power

“This was a good overview for someone looking to get started in solar project development and management.” Founder & Managing Partner, ReProject and Home ReProject

“EUCI course/conferences always offer relevant information provided by instructors with years of industry experience!” Project Manager II – ED Project Management, Tampa Electric

Without quality, systematic and thorough due diligence even the slightest unexamined issue can trip up emerging players and seasoned veterans alike. While all phases of the project require this scrutiny, a full-scope awareness across the multiple project disciplines is especially critical for those entities determined to lessen their complications when developing or partnering on solar projects.

This symposium will focus on the core areas of due diligence for utility-scale PV projects and provide a “punch list” for their execution.

Covering aspects of solar project development and asset transfers not tackled by instructional programs that focus strictly on financing and tax issues, our subject matter experts (SMEs) will deliver wide-ranging and thorough content in combination with experienced project development staff.

Register today to benefit from these experts in financial, legal and technical aspects of utility scale PV projects.

Learning Objectives

• Identify key due diligence issues, questions, and features
• Evaluate a site for its solar potential and energy production potential
• Define the title and insurance requirements specific to solar installations
• Judge construction/contractor project compatibility
• Assess legal requirements and disclosures
• Analyze solar assessment and energy production reports
• Define the role and value of third-party independent engineering (IE) project review
• Identify interconnection and other transmission considerations and constraints
• Apply the proper risk assessment, risk allocation, and performance guarantees

Wednesday, July 24, 2024 : Central Time

 

9:00 – 9:20 a.m. :: Welcome and Introductions

9:20 – 10:30 a.m. :: Setting the Compass Heading – Project Development Foundations

• Types of solar projects
• Types of financing
• Project roles and their perspectives that drive their due diligence
  • Sponsor/ owner-operator (customer-owned)
  • Project developer
  • Tax equity investor
• Project involvement tenor (time committed to project involvement)
• Stage(s) of development involvement
  • Pre-completion project
  • New, at-completion project
  • Mid- to late-ITC operating project
• The evaluation of ITC and PTC under the inflation Reduction Act (IRA)

10:30 – 10:45 a.m. :: Morning Break

10:45 a.m. – 12:15 p.m. :: Setting the Compass Heading – Project Development Foundations (continued)

• Project bankability & financing deep dive
  • Essential elements
  • Types, flavors, sources and uses of financing
  • Developer project structure
  • Flow of funds among financial stakeholders
  • Key document list
• Identifying the appropriate project/transaction ownership structure
  • Partnership Flip
  • Sale-leaseback
  • (Inverted) lease pass-through
  • Outright facility ownership
  • M&A options
• New opportunities and arrangements created by IRA
  • Direct pay
  • Transferability
  • Energy communities
  • Adder components 
  • Prevailing wage and apprenticeship 

12:15 – 1:15 p.m. :: Lunch Break

1:15 – 3:15 p.m. :: Examining & Documenting Project/Transaction – Legal Perspective

• Schematic of project development flow
• Funding/financing structure and business model risk documentation
• Sizing up the foundational pillars of the transaction
• PPA components
  • Conditions precedent to effectiveness
  • Milestones
  • Damages
  • Commercial operation
  • Force Majeure
  • Security
  • Energy and capacity
  • RECs
  • Change of law
  • Curtailments
  • Production guarantees
  • Default, termination and damages
  • Buyer purchase options

3:15 – 3:30 p.m. :: Afternoon Break

3:30 – 4:45 p.m. :: Examining & Documenting Project/Transaction – Legal Perspective (continued)

• EPC
  • Description of work
  • Standards and requirements
  • Owner’s responsibilities
  • Achievement of milestones / substantial completion
  • Milestone approval procedure
  • Changes/change orders
  • Damages / Restrictions
  • Limitation of Liability
• Completion/closing/asset transfer(s)

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

 

Thursday, July 25, 2024 : Central Time

 

9:00 – 10:30 a.m. :: Project/Transaction Assessment of Underlying Conditions, Preparations and Milestones – Developer’s Perspective

• Site feasibility assessment (slopes, floodplains, forest, wetlands, etc.)
• Land control (is there sufficient acreage, connectivity, tenure, and quality to achieve target capacity) and clear title
• Transmission access, studies and interconnection agreement(s)
• Anticipated network upgrade costs
• Local, state, and federal regulations/permitting
• Environmental review and permitting
• Project reception by regulatory agencies and local stakeholders
• Characteristics of financeable (vs. non-financeable) projects
• Controlling the site
• Regulatory and community stakeholder assessment

10:30 – 10:45 a.m. :: Morning Break

10:45 – 11:45 a.m. :: Project/Transaction Assessment of Underlying Conditions, Preparations and Milestones – EPC Perspective

• Early-stage vs. close to shovel-ready vs. BOT
• Environmental and permitting
• Land acquisition
• Interconnection
• Cost
• PVSyst
• Solar assessment and energy production report
• LCOE
• Project components selection
• Sourcing and component supply chain
• Incorporating storage
  • Hybrid vs. co-located
• Considerations for utility engagement
• Schedule projection(s)
• Interconnection system and/or utility engagement considerations
• EPC selection
• Construction access and oversight

11:45 a.m. – 12:45 p.m. :: Vetting EPC and Equipment Suppliers – Customer/Sponsor Perspective

• Experience
• Financial stability gauges
• Subcontractors
• How does EPC view and determine milestones?
• Four risk areas
• Warranties/guaranties
• Technical approach
• Cost projections
• Schedule setting, compliance and delay remedies
• Construction access and oversight
• Risk assignment
• Prevailing wage and apprenticeship
• Domestic content
• Tariffs
• UFLPA and other commerce

12:45 – 1:30 p.m. :: Lunch Break

1:30 – 3:00 p.m. :: Project Development & Acquisition – Financier & Risk Perspectives

• Development capital
• Sponsor/owner capital
• Tax equity capital
• Lender
• Tax structuring
• Tax accounting
• Risk/insurer

3:00 – 3:15 p.m. :: Afternoon Break

3:15 – 4:45 p.m. :: Project Development & Acquisition – Financier Perspectives (continued)

• Internal risk profile
• Engineering and interconnection reports
• Take-out financing
• Proposed market pricing
• Timeline
• Evaluating capital stack
• Pro forma and other financial modeling
• Tax credit qualification strategy
• Tax efficiency
• Cash flow
• ROI
• Hurdle rates
• EBITDA
• Lender expectations
• Debt service coverage
• Debt review screens
• Leverage strategies
• Current market challenges and impacts
• Impact on transaction of externalities
  • COVID-19
  • Supply chain
  • Government tariff and/or import policies
  • Tariffs
• Finishing tech and legal diligence
• Adder components 
• Prevailing wage and apprenticeship 

4:45 p.m. :: Course Adjournment

Erin Baker is Director of Development for Vesper Energy, a developer, owner, and operator of renewable energy and energy storage facilities across the U.S.  The company has more than 3,000 megawatts in the development pipeline.  Ms. Baker has more than a decade of experience specializing in renewable energy development and manages the project developer’s eastern region team and portfolio.  She has long been involved in Women in Renewable Industries and Sustainable Energy (WRISE, formerly WoWE) and has served as a Board member of the Chicago Chapter from 2017-2021.  Prior to starting her professional career, Ms. Baker earned her B.S. in Wildlife and Fisheries Sciences and M.S. in Ecosystem Science & Management from Texas A&M University.

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Matthew Brinkman is Vice President & Regional Practice Manager for Energy at Burns & McDonnell. In that capacity, starting in 2008, he led the company’s entrance into the solar market. His team of nearly 100 multi-disciplinary engineers, has more than 15 GW of experience in Solar as Owners’ Engineer, Detailed Design, and Integrated EPC execution.

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James F. Duffy is a partner in the Boston office of the national law firm, Nixon Peabody LLP.  He serves as the Chair of the firm’s Renewable Energy Tax Credit Team and concentrates his practice on structuring and closing transactions involving federal income tax credits and other significant federal and state income tax incentives, including Production Tax Credits and Investment Tax Credits for renewable energy.  His practice also covers New Markets Tax Credits.  He has represented numerous developers, investors, syndicators and lenders in structuring and closing renewable energy and other transactions.  Mr. Duffy serves on the Board of Directors and is the Secretary of the Distributed Wind Energy Association (DWEA), as well as the Board of Directors of Windustry.  He is a graduate of the University of Rhode Island, B.A. and The Harvard Law School, J.D.

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Tony Grappone is a partner in the Boston office of Novogradac & Company LLP, where he specializes in providing accounting, tax and consulting services to developers, syndicators and investors of projects that qualify for federal and state tax credits such as renewable energy tax credits.  He serves as a technical editor of the firm’s Renewable Energy Tax Credit Handbook.  Prior to joining Novogradac & Company LLP, Mr. Grappone worked at Ernst & Young LLP specializing in partnership taxation within the affordable housing industry and servicing many of the nation’s largest tax credit syndicators and investors.  In addition, he served several leading venture capital firms as well as commercial real estate developers and investors.  He earned a bachelor’s degree from Northeastern University in Boston, Mass.

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Rocío Portela-BerrIíos is an Associate at the law firm, Holland & Hart LLP.  She counsels clients in the energy and infrastructure industries on issues regarding project development and finance.  Ms. Portela-BerrIíos’s strong background in financing of energy, infrastructure, mining, and renewable energy projects in both the U.S. and Latin America, along with her fluency in Spanish, gives her valuable experience to offer clients a diverse approach to their projects.

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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.

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Christy Searl is a managing director at Leyline Renewable Capital LLC.  In this role, she is responsible for creating and nurturing relationships with renewable energy project developers and connecting them to Leyline’s capital solutions.  Ms. Searl started her career as a lawyer, before transitioning to business development, origination and investing. As an attorney at Chadbourne & Parke LLP, now Norton Rose Fulbright LLP, she worked on project finance arbitration matters relating to waste-to-energy facilities in North Carolina.  She also previously served as in-house legal counsel at Lehman Brothers, where part of her work was with the commercial real estate, real estate private equity and energy investment banking groups on cases involving development projects and energy-related financing investments. Ms. Searl subsequently worked for the Lehman Bankruptcy Estate for nearly a decade, assisting in the workout and sale of Lehman’s legacy real estate portfolio.  She later helped manage a pipeline of investments at alternative capital provider Burford Capital, while originating and underwriting deals.  Directly before joining Leyline in 2022, Ms. Searl served as the head of U.S. sales and senior vice president for bankruptcy and restructuring at GLAS Americas.

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:

Solar Development & Transaction Due Diligence

July 24-25, 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 June 21, 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 course

Instructional Methods 

Case studies, and PowerPoint presentations will be used in this course. 

Requirements for Successful Completion of Program

Participants must log in each day and be in attendance 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 Internet Based
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

• Renewable energy project sponsors, developers and consultants
• Investors and lenders
• Engineering, procurement, and construction (EPC) and independent (IE) and owner engineering (OE) firms that support solar projects
• Attorneys, counsel, and legal staff
• Utility procurement officers, project managers, financial analysts and resource planners
• Transmission operators, coordinators, planners, and developers
• Module, inverter and BOS manufacturers