The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Omar Nazif is a partner in the San Diego office of Latham & Watkins, where he serves as Local Chair of the Finance Department. Omar advises lenders and sponsors on debt and equity financings of power and other infrastructure projects, with a particular focus on the renewable energy and energy transition sectors.
Omar’s experience includes structuring and negotiating financing arrangements, project contracts, and joint ventures, as well as advising on mergers and acquisitions of energy projects.
Kelly Cataldo is a partner in the New York office of Latham & Watkins. She advises clients through all phases of the construction, financing, and investment in renewable energy and other infrastructure projects located in the U.S. and Latin America.
Kelly regularly advises lenders, sponsors, and investors on transactions involving financing, tax equity investments, cash equity investments, and other joint venture arrangements, with a focus on energy transition assets.
Describe your practice area and what it entails.
Omar: Our Project Development & Finance practice advises industry participants across the full spectrum of the energy sector, including renewable energy, energy transition, conventional power generation, oil and gas. We represent parties on financings of and investments in energy projects, as well as on the revenue contracts, construction contracts, and other project documents that underlie these projects.
Kelly: The lawyers in our practice bring technical sophistication, industry knowledge, commercial focus, and global coverage to our representation of investors, lenders, and sponsors in nearly every energy and infrastructure sector and geography. We regularly execute more than 100 project financings worth billions of dollars in the aggregate every year, including many transactions that have been honored as “deals of the year” in markets around the globe.
What types of clients do you represent?
Kelly: My practice includes representing investors, lenders, and sponsors in all phases of constructing and operating renewable energy projects and infrastructure assets.
Omar: I also advise lenders, investors, and sponsors on financings and other transactions involving energy projects. Working for each of the different types of parties involved in these matters provides us with an understanding of what is important to each party, which allows us to help parties find commercial solutions that work for everyone.
What types of cases/deals do you work on?
Kelly: Some of my recent work includes financing (a) the first large-scale offshore wind project financed in the U.S. to date; (b) the largest single-site wind project financed in the U.S. to date; (c) the largest standalone battery project financed in the U.S. to date; and (d) the largest solar and storage project financed in the U.S. to date.
How did you choose this practice area?
Kelly: I wanted to work in a “green space” without knowing exactly what that would mean. In law school, I discovered project finance, where I could build a transactional practice substantially focused on renewable energy, which felt right—I could do well while doing good.
Omar: Before becoming a lawyer, I was an engineer. One aspect of project finance that captured my interest was the way the work revolves around enabling the construction of a tangible project. I also liked the way the documents are highly structured and well laid out—similar to the computer code I used to work on as an engineer.
What is a typical day like and/or what are some common tasks you perform?
Omar: We spend a lot of time counseling clients on how best to structure their projects to achieve their goals and discussing financing documents with them to help them ensure that the legal terms reflect the commercial deal. We also spend a lot of time on calls and in meetings negotiating deal documents with our clients’ counterparties. On most days, we also devote time to drafting or reviewing drafts of documents. Finally, we often take the lead on coordinating deal process—running checklist calls and the like—to ensure that all of the parties are working together to close the deal in as efficient a manner as possible.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Kelly: While I was fortunate to take a course specifically covering project finance in law school, I also discovered that the classes covering practical skills were particularly illuminating for the type of work we do—especially those focused on negotiation or finance concepts.
Omar: We spend a significant amount of time negotiating deals, so I would echo Kelly’s recommendation of negotiations classes. Accounting or “economics for lawyers” classes can also be very useful, as they provide transactional lawyers with the background to understand concepts that their clients focus on. Of course, for finance, courses on secured transactions or bankruptcy can be helpful, but they are definitely not a prerequisite.
What do you like best about your practice area?
Kelly: Many of the transactions we work on are the first of their kind—we guide our clients to novel solutions. The projects we work on ultimately provide communities with clean, domestically produced energy in industries that create jobs through construction and operation. Because of that, every day brings something different, and I like that challenge as opposed to “rinse-and-repeat” deals.
Omar: I always find it fun to pass a wind farm, solar project, or other power plant when driving and be able to say, “Latham played a part in building that.” It is also exciting to be at the forefront of developments in renewable energy and energy transition and to help clients participate in and take advantage of those developments.
What is unique about your practice area at your firm?
Omar: Practicing project finance places you in the middle of a hub of specialties, including environmental, permitting, real estate, tax, and others. You get exposure to each of these areas and a lot of opportunities to interact with specialists from different offices around the firm.
Kelly: Because collaboration across practices plays such a key role in effectuating our project finance deals, we integrate with lawyers across the firm. We regularly get to know people outside of project finance and build up an expansive network with Latham experts in many practice areas.
What are some typical tasks that a junior lawyer would perform in this practice area?
Kelly: We tend to staff deals leanly, which provides junior lawyers meaningful drafting opportunities and client-facing responsibilities early on. The structure of our practice rewards those who are eager to dive in headfirst. Of course, we don’t throw junior lawyers off the deep end—we work with them to ensure they’ve developed the right skill set, and provide frequent trainings on the fundamentals to create a level playing field.
Omar: Additionally, our practice creates many early opportunities for junior lawyers to interact with clients. From the outset, junior lawyers take responsibility for deal checklists and lead coordination calls with large groups of parties, as well as work with clients on preparing documents.
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?
Omar: Staying in the know of market developments plays an incredibly important role in our practice. A substantial portion of our work centers on the energy transition, renewables, and liquified natural gas, all of which are constantly changing due to economic trends, legislation, and geopolitics. We add a lot of value by advising our clients on how to adapt to and take advantage of these changes.
Kelly: Helping clients understand changes in the law is a crucial aspect of our client engagements. We invest a lot of energy in preparing articles, notes, and thought leadership. We turn to our associates to help us develop that guidance, which provides additional opportunities to reinforce those skills and knowledge of the market.