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Overview

Attorney practicing in the area of Project Finance assist in just that—the financing of large construction projects, often in the energy sector (dams, power plants, wind farms) or infrastructure (railroads, airports, canals). Because the projects are large and complex, they are document intensive and can take a long time to close. Project finance attorneys deal with the negotiation and drafting of financing documents, generally involving many companies and often government entities partnering on one deal. The practice often has a significant international bent to it and can be a good area of law for international or multilingual attorneys and those who enjoy international travel. Attorneys regularly interact with multinational corporations, sources of private equity, large banks, and international government agencies and the ability to negotiate with these disparate actors is key to this practice.

Featured Q&A's
Get an insider's view on working in Project Finance from real lawyers in the practice area.
Roland Estevez, Partner • Karen Wong, Partner
Milbank LLP

Describe your practice area and what it entails.

We advise clients in the structuring and execution of highly structured financings involving projects and assets in the energy and infrastructure sectors. Project finance generally focuses on the financing of a specific project in which lenders or investors look principally to the revenues generated by the operation of such project for the source of funds from which loans will be repaid and investments returned (e.g., revenue from the sale of power from a solar plant, revenues from operations of mass transit system, sale of copper from a copper mine, etc.). The primary security for the loans consists of the assets of the project, including—most notably—the cash flow generated thereby and the contracts that assure the stability of the project’s costs and revenues. This type of structured finance is deployed most commonly in the development of large infrastructure projects (e.g., power generation and distribution, toll roads, and airports) and the development of energy and natural resources.

What types of clients do you represent?

In our practice, we generally represent developers, private equity sponsors, investors, debtors and creditors, and other major parties in both domestic and cross-border transactions. Some are sophisticated, experienced institutions, including Google, Citibank, Goldman Sachs, and BlackRock, while others can be newly formed private equity funds or startup developers looking to develop a new or innovative energy solution.

What types of cases/deals do you work on?

A majority of our clients are involved in high-profile projects involving some of the largest transactions in the energy and infrastructure sectors across the globe. Over the last three years, we have acted as legal advisor in more than 200 transactions that have raised more than US$150 billion of limited and non-recourse debt for a wide variety of renewables and conventional power, pipeline, oil and gas, power, metals and mining, and other infrastructure projects. It is our ability to combine strong legal skills with deep sector knowledge that distinguishes us from the pack. Our expertise extends to asset acquisition, restructuring, portfolio securitization, and political risk mitigation techniques, making for an interdisciplinary practice that regularly draws upon other lawyers and professionals within the firm with expertise in fields such as M&A, energy regulation, tax, real estate, environmental law, economics, bankruptcy, litigation, and international trade.

How did you choose this practice area?

Karen: After a 2L summer with a boutique tax firm, I realized that I wanted to work in a broader transactional practice and joined the world’s then-largest firm after graduation. I worked on the first power project financing transaction in Southern California in 1987 and was drawn to the multifaceted practice and requirement to work with lawyers across practice groups. When I joined Milbank in June 1990 to participate in the cutting-edge project finance work, I did not imagine the longevity and excitement I continue to enjoy professionally helping clients navigate complex and innovative projects throughout the world.

Roland: As a summer associate, I found myself working on the financing of a project that involved the construction and launch of a communications and imaging satellite for a large European country. To me, the review and allocation of the risks involved in executing such an endeavor was the ultimate challenge. Milbank puts you at the forefront of pioneering new and innovative financial technology. I constantly find myself challenged to think creatively and develop new skills. I have the pleasure of interacting daily with individuals all over the world, creating a global network of peers (and friends). The skills learned and sector expertise gained over 16 years at Milbank allow me to advise clients from Brookfield to Google to Citibank throughout the world.

What is a typical day like and/or what are some common tasks you perform?

Karen: Although there is no “typical” day as a Milbank lawyer, conference calls, meetings, contract review, analysis, negotiations, and drafting are common daily activities, and these activities differ depending on the clients and geographic location and nature of the transactions I’m working on at any given time. There was a stint in my career when I was working in Asia more than in Los Angeles, but the core of our work is advising clients on appropriate risk allocation and mitigation on project development and financing/acquisition transactions to enable them to achieve their goals and objectives.

Roland: My work on a given day or week depends largely on the client’s needs and the stage or phase of the particular transactions I am working on. One day, I could be advising a developer in the construction phase of a wind farm in the Atacama Desert of Chile or a financial institution looking to invest in residential solar portfolios for a U.S. solar company. It is also not unusual to find myself in Bogota, Rio de Janeiro, or Beijing negotiating a transaction, restructuring an existing deal, or speaking at a renewable energy conference (sometimes in the same week!).

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Karen: Taking secured transactions, tax, real estate, and bankruptcy courses and having basic finance and accounting knowledge are helpful for analyzing and financing businesses but by no means are prerequisites for success. Individuals who are detailed oriented, organized, able to multitask, and intellectually curious and those who like to be challenged and work outside their comfort zones tend to do well in our constantly shifting work, as our practice entails following the capital flows around the world and working on new types of business models and industries.

Roland: No single path will lead you to a career in the energy and infrastructure finance practice. The group at Milbank is comprised of individuals from diverse and varied academic as well as personal backgrounds. That said, if I had to do it over again, I would seek out more academic exposure in secured transactions and bankruptcy to the extent available. Exposure to these areas would certainly provide useful tools in analyzing, negotiating, and allocating risks within a transaction. Nonetheless, associates are trained and exposed to real work experience, immediately facilitating the development and strengthening of those skills.

What is the most challenging aspect of practicing in this area?

The best thing about our practice is also the most challenging. You are constantly pushed out of your comfort zone as a result of the varying nuances from project to project and client to client. Financing a hydropower plant in Peru or developing a thermal plant in Laos is very different from financing a port in Brazil, an LNG terminal in Louisiana, or an offshore wind project in the U.S.

What misconceptions exist about your practice area?

We find that the inclusion of the word “finance” in the name of our group dissuades candidates without a business background from inquiring into our practice. In reality, on any given day, we are equally as likely to find ourselves negotiating a construction and engineering contract, a guaranty, a political risk insurance policy, or a Mexican fiduciary trust as we are a loan document. Hands-on experience and our deliberate and continued professional development programs will give you the finance tools you need to be successful. While our practice is concentrated in energy and infrastructure, which may appear limiting, associates will learn that the work within these industries is extremely broad in nature and affords the added challenges of working in different jurisdictions and cross-border transactions.

What is unique about your practice area at your firm?

The breadth of knowledge that an energy and infrastructure finance attorney must master extends far beyond the legal aspects of a transaction. In order to make the many complicated pieces of each unique transaction come together, it is incumbent upon us to have a working knowledge of the technology, industry, and country, as well as the various parties involved in these complex transactions. Gaining this know-how supports your ability to differentiate yourself and evolve with the needs of clients.

Energy and infrastructure finance lawyers have to stay ahead of trends and keep track of many moving variables, including capital liquidity, global commodities prices, interest rates, renewables technology, geopolitical change, and changes in law. The core skills of deal architecture will translate across these spaces.

The last decade has seen a significant increase in clients not only seeking our finance services, but also engaging us for our expertise in the energy and infrastructure sectors. As the power infrastructure around the globe experiences a generational shift to gas and renewable power and the commodity-based economies face unprecedented challenges, our clients find themselves needing to be nimbler and more strategic than ever.

What are some typical tasks that a junior lawyer would perform in this practice area?

The most successful associates are those that get immediate exposure. Early in your career, you will find yourself taking control of a particular workstream for a transaction (e.g., the collateral package for a hydro project financing or review of solar panel supply arrangements). We tailor our assignments around constantly giving associates the opportunities to expand their skill sets. It is not unusual for junior associates to be the day-to-day interface with clients, keeping them apprised of relevant action items or answering questions. Finally, as a junior associate, you will find yourself taking the initial attempt at drafting the varied types of legal documentation that comprise the framework of a transaction. All of this is done within a supervised environment focused on training but also challenging associates. We benefit from the firm’s reputation and ability to attract the most complex, world-class, and largest project financings in the world, creating unique learning opportunities for junior associates.

Roland Estevez, Partner, and Karen Wong, Partner — Project, Energy and Infrastructure Finance Group

Roland Estevez is a partner in Milbank’s New York office, and Karen Wong is a partner in the firm’s Los Angeles office. Both are members of the firm’s Project, Energy and Infrastructure Finance group and members of the firm’s Recruiting Committee. Mr. Estevez’s practice is primarily focused on the re-
presentation of financial institutions, multinational corporations, and developers across a broad spectrum of sectors, including renewable and conventional power, social and transportation infrastructure, and mining throughout the Americas and particularly in Latin America. He is recognized as a leading project finance lawyer by Chambers Latin America, Chambers USA, and The Legal 500.

Ms. Wong represents parties in the energy and infrastructure sector in a wide array of deals, ranging from development, debt/equity financing, M&A, and restructuring transactions. She has led many first-of-its-kind transactions and has a special expertise in the renewable energy industry, where she has been active for over three decades. She is recognized as a leading project finance lawyer by Chambers Global and Chambers USA for Projects and IFLR 1000 and is named in the Women’s Power List and Who’s Who Legal: Project Finance and Expert Guides for both Project Finance and for Women in Business Law.

Jean Lee, Partner • Sami Mir, Partner
Allen & Overy LLP

Describe your practice area and what it entails.

Our U.S.-based team advises clients on complex, market-leading project investments, developments, and financings in the energy, natural resources, and infrastructure sectors. To date, we have been involved in a wide variety of projects in these sectors and in all stages of project development—ranging from tendering through to initial financing, construction and operations, refinancing/restructuring, and disposal. Our core regional focus is the Americas, but we are also quite active in Africa, Asia Pacific, and Europe.

What types of clients do you represent?

Our clients include project sponsors/developers, host governments, and lenders. The agency finance side of our practice focuses on advising export credit agencies and multilateral/development finance institutions, such as the U.S. International Development Finance Corporation, Export-Import Bank of the United States, Inter-American Investment Corporation, and International Finance Corporation, among others.

What types of cases/deals do you work on?

We advise on renewable energy, conventional power, transportation, social infrastructure, mining, telecommunications, oil and gas, and satellite projects across the Americas and beyond. From wind farms in Argentina to ports in Brazil to roads in Colombia to airports in Ecuador to petrochemicals projects in Mexico to water supply projects in Peru, we truly cover all sectors.

How did you choose this practice area?

Jean: I, fortunately, had the opportunity to work on a project finance transaction as a summer associate and realized this was the practice for me! I found (and continue to find) the practice to be both challenging and rewarding—challenging in that the transactions are highly structured and complex and rewarding in that my work allows me to gain specialty expertise in a variety of sectors and markets.

Sami: During my 2L on-campus interviews at Georgetown, many practice areas sounded generally the same. That changed when I was very fortunate to meet my first mentor, Bob Vitale, who explained project finance to me, and I was hooked! A few years later, I joined A&O, the clear global leader in project finance, and have never looked back. I have a personal interest in development work and emerging markets, and the ability to work on transactions that have a meaningful impact to the surrounding communities is very rewarding.

What is a typical day like and/or what are some common tasks you perform?

Every day involves collaboration with friends and colleagues across the A&O global network, from progressing deal documentation and handling specific client requests to preparing proposals to bring in our next mandate.

The lawyers play a key role in structuring project finance transactions, so it is incumbent on us to know how all of the pieces of the transaction puzzle will fit together. Identifying, assessing, and managing risks is at the core of our responsibility, and this can include construction risk, environmental risk, insurance risk, revenue risk, and—of course—political risk.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

If your law school offers a project finance course, we would recommend taking it, along with courses on commercial trans-actions/UCC and transactional negotiation. In addition, courses on cross-border transactions and choice of law are quite helpful.

What do you like best about your practice area?

Jean: Being part of a collective effort to fill critical infrastructure needs in developing markets. And it’s never boring!

Sami: Each project, whether because it is in a new sector or region or has its own bespoke qualities, is a new challenge, so we are constantly learning. From winning a new deal to getting it closed, it is always a team effort, and being able to work collaboratively with our teams and clients on impactful projects is truly a dream.

What is unique about your practice area at your firm?

We have a very deep bench of market-leading project finance practitioners across the globe who consistently and seamlessly work together on innovative and groundbreaking transactions. We are a truly collaborative team.

The global breadth of our practice area is truly unmatched. Right now, we are currently working on different deals with different clients in Nevada, Brazil, Bulgaria, Mozambique, and Indonesia!

What are some typical tasks that a junior lawyer would perform in this practice area?

Our junior associates gain significant exposure early on to contract drafting and negotiation, often being responsible for preparing first drafts of loan and security documents under the supervision of a more-senior attorney.

Our team is fully integrated, and our associates are directly involved in every aspect of our practice—in particular, pitching and working on business development, recruiting new talent, and training and developing both technical and soft skills.

How important is it for project finance lawyers to keep abreast of and develop strategies regarding economic trends and market cycles, and how can junior attorneys develop these skills?

Keeping abreast of market trends and cycles is critically important for project finance lawyers. Bookmarking sector/market-specific publications and sites is a helpful tool to keep up to date on the latest news, and the availability of sector/market-specific knowledge-sharing platforms accessible by lawyers across the firm also has proven to be very useful.

Markets are constantly changing, and we must be able to adapt to new trends and circumstances to help our clients navigate new horizons. The shale gas boom completely flipped the geopolitical market, and new technologies—in particular in the satellite and telecommunications sector—will raise new questions not faced with traditional energy and infrastructure, in particular on privacy. Reading market news reports and conducting independent studies and research for client alerts is an important way to stay ahead of the curve.

Jean Lee, Partner, and Sami Mir, Partner — Banking

Jean Lee and Sami Mir are both partners in the Projects, Energy, Natural Resources and Infrastructure group; the Latin America group; and the ECA group in Allen & Overy’s Washington, DC, office.

Jean represents agency and commercial lenders as well as sponsors in complex project financings in a variety of sectors, including oil and gas, power, and infrastructure. Her experience includes advising ECAs and DFIs—such as DFC, U.S. Exim Bank, IDB Invest, IFC, KEXIM, and K-Sure—on a diverse range of projects around the globe. Jean is a proficient Korean speaker and recently spent several years in A&O’s Seoul office.

Sami Mir also serves as the firm’s relationship partner for a number of ECAs and DFIs, including DFC, U.S. Exim Bank, IDB Invest, IFC, NADB, and EDC. Sami’s practice is predominantly focused on advising lenders (including ECAs, MLAs, other official credit agencies, and commercial lenders) and sponsors on project finance and PPP transactions, as well as equity and fund investments, in Latin America and emerging markets around the world. He is a native English speaker and is fluent in Spanish.

Amanda Rosenberg, Partner • Christine Brozynski, Senior Associate
Norton Rose Fulbright LLP

Describe your practice area and what it entails.

Amanda: At the most basic level, I help get large renewable energy projects like wind farms and solar projects financed. My practice specifically focuses on the tax aspects of financing renewable energy projects. Tax benefits are a key driver of renewable energy development in the United States, so every deal has complex tax issues that are critical to the deal’s success.

Christine: My practice focuses on the financing and development of renewable energy projects. For example, a renewable energy developer trying to build a wind farm might finance the construction and operation of that wind farm with debt, tax equity, and cash equity, all for the same project. The financing parties are only paid if the wind farm is constructed and makes money. Because of this, everyone involved is really focused on every detail of the wind farm. The financings are extremely complicated, and every project is different. Additionally, the financings are highly customized to each project; there’s no such thing as cookie-cutter deals in this space.

What types of clients do you represent?

Amanda: I represent sponsors, developers, investors, and lenders in renewable energy transactions. Some clients are small developers trying to get their first projects off the ground. Others are major banks with the capacity to inject significant funds into important infrastructure projects. It is useful to get a wide range of experience representing different stakeholders to fully understand the issues in our field.

Christine: I represent renewable energy developers, banks, strategic investors, and power purchasers. One of the things I love about my practice is the variety; I’m on a different side of the deal each time, rather than working on the same side over and over.

What types of cases/deals do you work on?

Amanda: I spend most of my time on four types of work: tax equity, lender-side work, M&A, and supply contracts. Tax equity is the main financing tool for renewables, and most sponsors cannot use the tax benefits available to renewables projects. Tax equity allows sponsors to partner with an investor that is able to use the tax benefits in exchange for an investment in the project. Many wind and solar companies use construction or term debt in addition to tax equity investments to fund construction of their projects. I often represent the lenders in those deals. There is also a large amount of M&A activity in project finance, and I represent both buyers and sellers of everything from shovel-ready projects to large portfolios of operating projects and entire renewable energy companies. My work on supply contracts is focused on complying with tax rules for starting construction of projects—compliance that is critical to qualifying for the tax credits that drive most of the deals.

Christine: I mostly work on wind and solar deals. For example, I worked on the first (and at the time I’m writing this, still the only!) offshore wind farm in the United States: Block Island Wind, off the coast of Rhode Island. When the project was under construction, we took a boat out to the wind farm and watched the construction crew add a blade to one of the turbines. It was an incredible experience.

How did you choose this practice area?

Amanda: I began as a tax generalist when I started practicing after law school. After about six months, I began working with a project finance tax partner who brought me into the group. I was drawn to tax as a young lawyer because it is a complex, dynamic area of law. I am constantly learning, and from the time I was a first-year associate, I was given real, challenging work.

Christine: I may be biased, but I think this is the most interesting practice area there is. The energy industry is complicated and always changing. The renewables industry is still fairly young in the grand scheme of things, but it is rapidly growing, and there are many interesting adaptation issues that arise from that. I learn new things every day, and I don’t foresee a day when I will ever stop learning. It’s also nice to contribute to the fight against climate change in a very tangible way.

What is a typical day like and/or what are some common tasks you perform?

Amanda: As a tax specialist, I typically work on anywhere from eight to 12 active deals at a time, and I often work on at least half of those deals each day. Since I am on the West Coast, my inbox is full by the time I start work, and I dive right in and start working on my to-do list. Most of my day is spent negotiating and working through tax issues on deals.

Christine: I like to think of what I do as solving puzzles. Sometimes, that manifests as drafting something tricky; other times, I’m on the phone with a client, brainstorming potential solutions to a thorny issue that came up in negotiations. No two days are the same. The craziest days are the ones where I’m closing a transaction.

One of the most interesting things about my day-to-day work is how involved I am in the commercial aspects of the transaction. Because project finance is so complicated, and because we see so much of the market, our clients lean on us very heavily for business advice, not just legal advice.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Amanda: Learn as much as you can about the power industry. I would recommend subscribing to the Project Finance NewsWire that Norton Rose Fulbright publishes regularly. It reports on developments in project finance and the power sector and often includes articles that provide foundational knowledge for project finance. We also have a podcast called Currents that features experts in the field speaking on a variety of relevant and cutting-edge topics in the power industry.

Christine: The most helpful thing to do is to learn about the industry. There are many great resources online about renewables and trends in the energy industry. Our firm has a microsite—projectfinance.law—that features numerous articles and a podcast covering the industry. Many regions also have net-
working groups that hold panels or talks from industry experts. It’s also helpful to understand the basics of finance. Some law schools offer courses on this or allow law students
to enroll in corresponding courses at a nearby business school.

What is the most challenging aspect of practicing in this area?

Amanda: Tax work is complicated, and there is a steep learning curve. The rules are constantly changing, and the tax code is vast. Much work is needed to keep up to date on the latest developments and get your head around an issue. It’s challenging, but that is what drew me to the practice. It is gratifying to work through complex issues and find solutions for clients.

What do you like best about your practice area?

Amanda: It is exciting and rewarding to work in an industry with so many people working toward a common goal. Everyone wants to get as much renewable energy built as possible. I am happy to be a part of something I believe in and to work with wonderful people who are also committed to sustainability.

What is unique about your practice area at your firm?

Christine: We are very focused on internal development and associate opportunities. Our group believes that everyone, not just partners, can offer valuable insights about the market. Associates have a number of speaking and writing opportunities available to them, and they are encouraged to attend conferences. If associates are passionate or curious about a particular aspect of our practice, they are given the runway to pursue and make a name for themselves in that area.

What kinds of experience can summer associates gain in this practice area at your firm?

Christine: Our summer associates are involved with actual deal work as frequently as possible. They’ll draft simple agreements, sit in on calls, and help with closings. It’s a nice way for them to build relationships early on in their careers. We’re always excited to see them again when they come back as associates. Also, because many summer associates have no prior experience in this practice area, we generally try to give them as much context as possible when they are helping on a deal. We give them additional training when they come back as associates, but we think it is helpful for them to start learning as early as possible.

Amanda Rosenberg, Partner, and Christine Brozynski, Senior Associate — Project Finance

Amanda Rosenberg is a partner based in Norton Rose Fulbright’s Los Angeles office. Her practice focuses on federal income tax law, with an emphasis on renewable energy investment, energy tax credits, government incentive programs, and domestic and international project finance transactions. She also has extensive experience on CFIUS filings for foreign acquisitions of U.S. companies and projects. Amanda earned her J.D. from Columbia Law School in 2009 and her B.A. from George Washington University.

Christine Brozynski is a senior associate based in Norton Rose Fulbright’s New York office. Her practice focuses on the financing and development of energy projects, including debt and tax equity financings, commodity hedging arrangements, acquisitions, and project documentation. Christine earned her J.D. from Columbia Law School in 2013 and her A.B. from Princeton University in 2010.

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