Comprehensive Energy Company Representations

Schiff Hardin has comprehensive experience and depth in representing energy industry clients in corporate and securities finance, mergers and acquisitions and corporate governance matters. We regularly represent energy companies and utilities, as well as lenders — agents, syndicate members, institutional investors and participants — investors and lessors/lessees in various corporate and securities finance, mergers and acquisitions, and corporate compliance contexts.

Schiff Hardin has unique capabilities in the energy industry that make us particularly well-suited to address a broad range of an energy industry client's legal needs. Every aspect of an energy company's legal needs is affected by its regulatory context. Its lawyers must not only understand that context, they must know how to use it and negotiate its complexities to achieve the client's objectives. We have experience in functioning not only as outside counsel for numerous energy companies, but also in working as inside counsel for such companies. For many years our partners have served as general counsel and deputy general counsel for energy companies, and have also worked closely with both large and small in-house legal staffs.

Through our experience as inside counsel, we have acquired a deep understanding of the energy industry and learned to appreciate the particular perspective and pressures of in-house practice, including the strategic focus necessary to do that job well.

This in-house experience has also required that we hire and work in partnership with dozens of regional and local law firms and energy industry consultants around the country to meet the needs of our clients. As a result of our daily exposure to energy industry issues, from the perspectives of in-house and outside counsel, we have developed a unique understanding of how to construct positive, complementary, strategic long-term relationships with in-house attorneys. It is that unique approach which gives us a special perspective and insight in helping clients capture value from legal resources.

Our comprehensive energy industry corporate services include:

Credit facilities of various types
Traditional common equity and bond public issuances
Equipment and real estate leasing — including single investor, leveraged and synthetic leases
Secured and unsecured loans
Project and structured finance, including securitizations
Letters of credit, bankers' acceptances and commercial paper financing
Sale and leaseback transactions
Credit-tenant loans
Interest rate, commodity (including energy), and currency hedging transactions and programs
Private placements of secured and unsecured notes
Enhanced equipment trust certificates (EETCs)
Sales of accounts receivable
Pollution control bonds
Mortgage financings and refinancings

We have represented energy clients in implementing aggressive refinancing programs to take advantage of lower costs of capital. These programs have included use of tender offers, market purchases of debt and equity securities including common stock, and accelerated redemption programs.

Our significant experience with respect to the complexities of obtaining and maintaining security interests in unusual forms of collateral make Schiff Hardin lawyers an important asset in the documentation process. We have extensive experience in working with all parties to energy financing transactions to facilitate effective communications, straightforward and efficient negotiations, and clear and concise documentation.

Schiff Hardin lawyers assist our energy clients in their financing activities with a unique understanding of the regulated and unregulated business opportunities and constraints in the energy industry. Our comprehensive involvement in these activities includes obtaining the necessary regulatory approvals at both the federal and state levels, structuring transactions with a view toward rate recovery of expenditures, and an understanding of the accounting and tax issues facing energy companies.

We represent clients regularly in acquisitions and dispositions of energy companies and assets, both regulated and unregulated. Our firm counsels energy clients on an on-going basis as to the regulatory and corporate issues arising out of diversification activities, including:

The formation of holding company structures
Business and financial relationships among affiliated energy enterprises
Compliance with the evolving regulatory restrictions on energy market participation

Our firm has an extensive practice in commodities and futures regulation, representing a wide variety of participants in the physical and financial markets for energy commodities — power, natural gas, coal and related transportation matters. As the energy markets continue to develop, and multiple regulators react to market price volatility, these areas of the law will become increasingly relevant to energy industry clients, including many who presently may be unfamiliar with these regulatory paradigms.

Schiff Hardin's partner Allan Horwich recently published a comprehensive article on the Federal Energy Regulatory Commission (FERC) rules adopted under authority granted by the Energy Policy Act of 2005 to investigate and punish market manipulation and deception that affect energy transactions within FERC's jurisdiction. The article analyzes a number of significant practical issues for those faced with an enforcement inquiry, including the complexities that arise when more than one regulator — such as the FERC and the Commodities Futures Trading Commission (CFTC), as well as possibly the Department of Justice — have jurisdiction over and investigate the same energy market conduct.

Schiff Hardin's corporate finance representation of energy clients extends to the full range of corporate governance, compliance and securities laws issues as well, including compliance with state corporation laws, preparation of periodic reports and proxy statements and counseling in connection with related disclosure questions, corporate governance and board of directors matters, including analysis of strategic alternatives, special board committee assignments and corporate governance investigations.