The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Christopher Hutchison is a partner in the Energy practice in Sidley’s Washington, DC, office. Chris focuses on project finance, M&A, project development, equity investments and joint ventures, and related transactions in the renewable and conventional power markets, as well as for infrastructure and industrial assets. He represents sponsors, private equity, tax equity investors, lenders, financial institutions, and other key participants in connection with transactions at all stages of a project’s lifecycle.
Chris Folmsbee is a counsel in the Energy practice in Sidley’s Houston office. His practice consists of representing public and private businesses and infrastructure funds with M&A and investment transactions primarily in the energy and infrastructure space, including renewable energy and other clean technologies. With respect to renewable energy and clean technologies, Chris has been involved in buying, selling, and investing in wind and solar power generation projects, utility-scale battery storage projects, and related power transmission projects; renewable diesel and aviation fuel production; renewable natural gas projects; carbon capture and sequestration projects; and photovoltaic panel manufacturing facilities.
Describe your practice area and what it entails.
Chris H: I advise various clients in all parts of the capital stack and throughout the lifecycle of a project or investment. At any given time, I work on debt financings, tax equity investments, and M&A transactions with respect to projects and businesses, or advise clients on project development matters. In particular, my role is to lead transactions on the legal side as outside counsel along with a wider team of specialists and transaction counsel, supporting whatever our client needs to advance a given matter.
Chris F: Our lawyers assist clients with buying, selling, and investing in complex, capital-intensive assets that may be subject to a myriad of regulatory regimes. At the end of the day, these types of assets serve as the backbone of our economy. From a lawyer’s perspective, this presents unique challenges and opportunities for our clients as we guide them in structuring, negotiating, and ultimately documenting all of the various contractual arrangements that underpin these assets.
What types of clients do you represent?
Chris H: We represent clients with varied interests and roles, so on any given deal, we may be advising developers, investors, lenders, or other key project or transaction participants. Clients I have represented in recent transactions include GE, I Squared Capital, Harrison Street, and Invenergy.
Chris F: Renewable energy and other infrastructure projects often have a diverse set of parties involved. Sidley lawyers may represent the lender on one deal, the owner/operator on another deal, or a tax equity investor in a third deal. My client base includes developers/owners and equity investors (i.e., generally the parties that own the residual equity of a project). Clients I represent include Invenergy as a developer/owner/operator of renewable energy projects and Macquarie Infrastructure Partners as an asset manager that invests in infrastructure assets.
What types of cases/deals do you work on?
Chris H: My work primarily involves M&A and project finance within the renewable and conventional power sectors. Some recent matters include representing a renewable sponsor in the construction and tax equity financing of a large utility-scale solar project in ERCOT; representing GE Vernova as a tax equity investment party in its acquisition of equity interest in, and tax equity financing of, a 98 MW repowered wind project located in West Virginia; and representing I Squared Capital in its going-private acquisition of Atlantic Power Corporation.
Chris F: At a high level, my practice typically involves representing either equity capital seekers or equity capital providers in connection with buying or selling assets or making investments in energy and infrastructure assets. Recent transactions that I have worked on include Invenergy in connection with a $1 billion follow-on equity investment from funds managed by Blackstone Infrastructure Partners, and I Squared Capital in connection with the sale of the 60 MW Curtis Palmer hydroelectric portfolio to Innergex Renewable Energy Inc.
How did you choose this practice area?
Chris H: Before beginning my legal career, I worked on energy policy on Capitol Hill; I naturally gravitated toward energy transactions after getting exposure to project finance as a summer associate. While my practice has broadened over time, the energy and infrastructure space continues to allow me to pair my interest and background in government and regulated industries with sophisticated legal work. I also really enjoy working with clients to put deals together and make extremely complex projects come to life.
Chris F: To be honest, I somewhat fell into the practice by taking advantage of opportunities as they were presented. I started working in oil and gas finance at a prior firm, but I was unsatisfied with the repetitive nature of the practice. Luckily, I joined Sidley very early in my career and had the chance to work on various client matters. I have been exploring and evolving my practice ever since.
What is a typical day like and/or what are some common tasks you perform?
Chris H: Most days are a mix of calls or meetings with clients or with counterparties’ counsel to address active deal issues, while spending a substantial amount of time on reviewing and marking up documents—all while coordinating with our specialist teams and others involved in the transaction. Renewable energy transactions and projects work are a team sport; our role is typically to act as a quarterback across all aspects of the deal, such as ensuring we have the right team engaged on the deal, whether working with other colleagues in tax, real estate, environmental, or other disciplines.
Chris F: Days vary tremendously but generally involve calls with clients to discuss the issues of the day for current matters, or calls with opposing counsel to negotiate my clients’ positions. We review revised drafts of documents from opposing counsel and provide markups of drafts to be sent back. I also help coordinate my matters among the various Sidley lawyers, local counsel, and other advisers who may be involved, as well as engage in business development activities, recruiting, and training.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Chris H: You don’t need to be an engineer or policy expert, but it is helpful to have some understanding of and genuine interest in relevant public policy and the energy sector, as often enough, our work and the market are affected by current events (e.g., changes in law, economic conditions, or extreme weather). To be a trusted adviser, you need to be well versed in these dynamics and understand how your client’s business is going to be affected. Also, it’s a small and interconnected community, so the ability to work collaboratively and build strong relationships even when on opposite sides of a deal is crucial.
Chris F: We often interact with clients who went to business school and/or engineering school rather than law school. I recommend taking basic economics, accounting, negotiation, and transactional skills courses, if your law school offers them. For substantive law, I suggest classes in the following areas: tax, secured transactions, bankruptcy, business organizations, mergers and acquisitions, and securities regulation. These areas form the backbone of a good transactional practice, particularly for renewable energy and clean technology projects.
What is the most challenging aspect of practicing in this area?
Chris H: Adaptability is critical—the fact patterns we are presented with are constantly evolving. This area is growing and changing, whether due to government policy, technology, or the economic landscape, and all of these things impact the types of transactions that our clients look for and that we like to handle. A good renewable projects lawyer needs to be flexible with how they approach deals while constantly expanding their skill set. But that’s also what makes it fun!
Chris F: The complexity of our transactions is by far the most challenging aspect. As an example, we assisted a client leading a consortium of equity investors in acquiring a portfolio of renewable energy assets. This single transaction involved negotiating the equity investment documents among the equity investors, the loan documents with the debt providers, a first-of-its-kind tax equity structure, the acquisition documents with the seller of the portfolio of assets, and a number of state, federal, and international regulatory approvals.
What do you like best about your practice area?
Chris H: I love being a trusted adviser and working closely with clients and our deal counterparts to put the puzzle pieces together on each deal. Every transaction presents new challenges or issues, and I really enjoy getting on a call or in a room with our clients to problem solve and find the way forward to a successful closing.
Chris F: I like how the energy transition is playing out live and evolving before our eyes, making it necessary for lawyers to stay on top of the latest developments and opportunities in the industry. Just in the course of my relatively short career, I’ve seen my practice shift focus from wind generation to photovoltaic generation, and now to energy storage projects. Not to mention all of the other technologies focused on carbon capture, hydrogen, and renewable fuels.
What are some typical tasks that a junior lawyer would perform in this practice area?
Chris H: Junior lawyers are involved in all aspects of deals, from the initial drafting of transaction documents, to managing checklists and coordinating specialist review, to helping the team stay organized. Every day is an opportunity to learn and then do. In a short time, they will become indispensable to our team.
Chris F: On most deals, junior lawyers will help the senior lawyers stay organized while managing the matter—typically by running a transaction checklist. The main purpose is to get junior lawyers oriented to the various pieces that go into a deal. Eventually, they will assist the senior lawyers in preparing and negotiating ancillary agreements and revising the primary transaction documents as those are negotiated. If handling a buy-side representation, they will conduct due diligence on the target asset.
The Clean Tech and Renewable Energy practice includes everything from M&A to financing to tax and much more. How do you think this multi-faceted practice has helped you grow as a lawyer?
Chris H: The nature of our work straddles multiple disciplines, requiring you to be a more well-rounded transactional lawyer, especially given the various transaction types and issues presented on any given deal. We have to work seamlessly with colleagues across tax, real estate, environmental, employment law, and other legal areas—and sufficiently understand the issues specific to each area in order to understand what the client needs and how to deploy that team efficiently.
Chris F: I find this aspect of the practice extremely rewarding as it puts you right in the middle of these transactions while liaising with various specialists, clients, and other stakeholders. Our clients are dealing with multifaceted transactions that involve a wide range of legal and business considerations. Thus, you will learn to become a trusted adviser to your clients, putting your skills and mindset to work as you help them navigate these complex transactions.