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Robert G. Stephens is a partner in the law firm of McDermott Will & Emery LLP based in the Firm's Houston office.
Robert represents energy companies, financial institutions, project sponsors, and private investors in energy transactions and financings. Mr. Stephens' wide-ranging energy experience includes long-term structured power and natural gas supply facilities; structured energy financing transactions such as credit sleeves, credit guaranties, and securitizations; regional and cross-border energy commodity transactions and facilities, including those under master agreements promulgated by ISDA, EEI, and NAESB; project finance and development transactions involving natural gas storage facilities and pipelines, natural gas liquids storage facilities, petrochemical plants, and power generation facilities; and acquisition and divestiture transactions involving energy commodity trading companies, power generation facilities, and other energy assets. Many of these transactions involve secured financings and bankruptcy remote structures, and Mr. Stephens frequently handles corporate restructurings and reorganizations involving debtor and creditor structural planning.
Robert has been named one of America's Leading Lawyers for Business in Energy Law by Chambers USA. He is a member of the Houston Bar Association. He is admitted to practice in New York and Texas.
Representative Experience
Energy Finance
Represented one of ERCOT's leading retail electric companies in structuring, bidding, and documenting a transaction ringfencing the company's retail operations in the ERCOT and PJM markets and establishing a credit sleeve provided by an investment bank for all power and gas trading activities of the retail company with a transaction value in excess of $1 billion. The ringfencing and security package included documentation of all intercompany trading positions with agency agreements, intercompany service contracts, and an all assets security package with collateral and intellectual property trust.
Represented a power generation company in structuring and documenting a credit sleeve transaction providing an investment bank credit sleeve for one of the largest power generation companies in the U.S., including the creation and bankruptcy ringfencing of subsidiaries to hold substantially all of the power generation companies trading systems and personnel.
Represented one of ERCOT's leading retail electric companies in development of a collateral trust structure for securing $5.35 billion of financial institution debt, public notes and tax-exempt bonds involved in a refinancing, including inter-creditor arrangements with receivables securitization lenders and secured power suppliers.
Represented one of ERCOT's leading retail electric companies in the restructure of its principal bank credit facility and relations between first lien and second lien collateral trust structures for securing $1.3 billion of bank debt and additional public notes, and in the development of a $350 million securitization facility based on retail electric power receivables.
Represented agents banks in acquisition financings, including a $50 million first and second lien syndicated facility, supporting the formation of an international oil and gas service company out of assets previously held as a division of an integrated oil and gas service company and a $700 million syndicated facility for roll-up transactions in the transportation industry.
Energy Contracts
Represented a national energy company in the structuring and documentation of a five year all requirements secured natural gas supply facility for an Ontario, Canada, based retail gas supplier with operations in Ontario and British Columbia with anticipated sales over the five years in excess of 230 Bcf or approximately $1.7 Billion. Included creation of a bankruptcy remote subsidiaries with intercompany management service agreements.
Represented a national energy company in the structuring and documentation of a secured electric energy supply facility for an Ontario, Canada, based retail electricity supplier. Included negotiation of an intercreditor agreement to share liens with CIBC and a club of wholesale energy suppliers, and the extension of this facility to cover transactions in New York and Texas.
Represented an investment bank in researching regulatory requirements to act as a broker for federal S02 emissions trading under the EPA's Acid Rain Program.
Represented a retail supply subsidiary of a national energy company in the development of cross-border electricity sales contracts for the sale of electricity from California to Mexico, including analysis of Mexican import regime and backup power tariffs.
Represented a national energy company in the development of long-term supply, service, and storage contracts supporting the divestiture of a chemical and natural gas processing and storage complex on the Gulf Coast of Texas.
Energy Project, Corporate, and M&A
Represented an investment bank in negotiation and documentation of a precedent agreement as anchor shipper for all available capacity of a proposed natural gas storage facility in the Western U.S. interconnecting with pipelines from Rockies Express Pipeline LLC, Wyoming Interstate Company, and Colorado Interstate Gas Company.
Represented an investment bank in its winning bid for the trading contract and power plant assets of an Eastern U.S. power and trading company, including analysis of portfolio hedging risk after contract execution but before closing, and transition service agreement issues related to trading contract and power plants between contract and closing (transaction ultimately terminated prior to closing).
Represented an international drilling company in structuring and documenting a $500 million plus drillship contract for the engineering, procurement, and construction of an ocean going ultra deepwater drillship from Samsung Heavy Industries Co., Ltd., and separately for acquisition from another shipping company of contract rights for another $500 million plus ultra deepwater drillship from the same shipyard.
Represented a national energy company in the $95 million purchase of the equity of an Omaha, Nebraska, based natural gas supplier with distribution across the great plains and Midwest, including stock purchase agreement, employment agreements for key individuals, and earnings based purchase price adjustments. Also included was a review of FERC shipper must have title issues.
Represented an Argentine energy company in the review and restructuring of its $400 million plus equity and debt investments in the U.S., including sale of oil and gas assets in the Gulf of Mexico, restructuring of contribution agreements and assumption agreements, restructuring of intercompany debt, and development of creditor strategies regarding environmental liabilities.
Represented a large utility company in the approximately $100 million acquisition of a merchant power plant to serve its utility supply obligations, including separation of the transmission assets into a separate transaction to preclude FERC jurisdiction on the acquisition of the facility.
Represented an independent investor in the acquisition of a local gas distribution company from a utility.
Represented a merchant energy company in the winning bid for, and related EPC contract for, a CFE bid project in Mexico.
Represented various sponsors in project developments and associated project financings totaling over $1 billion for the development or acquisition of power plants in Argentina, Colombia, and Mexico, including Inter-American Development Bank financing for a Mexican project.
Education
University of Texas School of Law, J.D. (with honors), 1990
University of Wisconsin School of Business, M.B.A., Finance, 1987
University of Wisconsin - Madison, B.B.A., 1985 |
