Acquisition of Paper Mill
Verrill represented an energy developer in its proposed acquisition of the real estate and electric generation assets of a former paper mill. We provided advice on federal and state regulatory laws affecting the client's acquisition and proposed operations, including maintaining Qualifying Facility status and avoiding public utility status at both the state and federal levels.
Sales of Kennebec Hydro Project
Verrill represented Kennebec Water District in connection with the sale to Essex Hydro of its hydro-electric facility on the Kennebec River. Bill Harwood and Brian Marshall represented Kennebec Water District in seeking FERC approval of the transfer of the project and securing an order of the Maine PUC declining to assert jurisdiction over the sale. Mark Googins negotiated the Purchase & Sale Agreement and Tony Calcagni negotiated the transfer of real estate and related easements.
Solar Energy: Acquisition of Grid-Scale Project in Brunswick, Maine
Verrill represented Diversified Communications in the acquisition of a newly built $2.5 million solar array in Brunswick, Maine. The array, which was developed by ReVision Energy and went online in January 2018, will provide power to more than 100 businesses at Brunswick Landing. Verrill attorneys advised Diversified Communications on a range of issues in the transaction, including federal debt financing, solar investment tax credits, solar renewable energy credits, electric power sales, EPC contracting, and regulatory, real estate and corporate matters. We worked collaboratively with Diversified Communications and the developer of the project to get the deal done on a short timeline while minimizing investment risk.
Certifications and Approvals for Pittsfield Solar, Which Will Be Largest Solar Farm in Maine When It Goes Into Service
In 2017, Verrill Dana represented Cianbro Development Corp. subsidiary Pittsfield Solar, LLC in obtaining regulatory approvals for a 9.9-megawatt ground-mounted solar array to be located on 54 acres in Pittsfield, Maine. Verrill helped Pittsfield Solar obtain community-based renewable energy project certification from the Maine Public Utilities Commission ("PUC"), Maine PUC approval for waivers relating to the interconnection and power purchase agreements between Pittsfield Solar and Central Maine Power Company, and Renewable Portfolio Standard certification. These processes involved critical negotiations with both the regulator and the utility. When fully in service, Pittsfield Solar will be the largest solar project in Maine by a factor of two. The first phase of the project will go into service in December 2017, while the remainder will go into service by spring 2018.
Emera's Acquisition of Swan's Island Electric Cooperative
Emera's 2017 acquisition of Swan's Island Electric Cooperative required a multi-disciplined team of Verrill energy lawyers to successfully close the transaction. Because the seller was a member based cooperative, the transaction was structured as an asset purchase, rather than a stock purchase. This required a determination that the Cooperative had marketable title to hundreds of easements, many of which had been acquired by the Cooperative decades earlier. Upon investigation, the parties identified that there were over 200 easements to be acquired or confirmed for Cooperative power lines crossing private property. Tony Calcagni worked with the Cooperative management team for approximately one year to remedy the problems and procure valid deeds to the power line easements.
The acquisition also raised a novel question of utility ratemaking. Because of the high cost of serving the islands, the Public Utilities Commission raised the issue as to whether island ratepayers should pay more than Emera's mainland rates for electricity. In a two to one decision, the Maine PUC rejected the acquisition, finding that charging mainland rates to island customers would result in an unreasonable subsidy of island customers. In response, Bill Harwood and Brian Marshall, renegotiated the terms of the acquisition by including a five-year monthly surcharge on island ratepayers, and were thereby able to convince the Public Utilities Commission to approve the acquisition.
Commercial Lending - Illustrative Borrower Representations
The following is a list of illustrative borrower transactions handled by attorneys in Verrill's Commercial Lending Group:
- Representation of a logistics company in a $110 million senior syndicated secured loan facility and a related $25 million senior secured subordinated term loan facility in connection with a refinancing and a multi-national acquisition
- Representation of an international communications company in a $75 million syndicated revolving credit facility which includes a multicurrency component for the Borrower's foreign subsidiaries in Europe and Asia
- Representation of a chemical manufacturing business in a loan facility that includes a $1.8 million line of credit and $3.9 million in term loans
- Representation of the borrower in connection with several different low-income housing projects in states across the country
- Representation of franchisee with multiple locations in connection with $3.35 million acquisition loan
- Representation of a Canadian acquirer of a Maine-based manufacturing facility in a term loan and a line of credit from a local bank.
- Representation of a physicians group in the refinancing of their medical office building.
- Representation of a lumber mill in obtaining acquisition financing and an operating line of credit with a governmental lender.
- Representation of a multistate medical services business in obtaining working capital and equipment financing from a California-based lender.
- Representation of a Massachusetts manufacturer in the financing of the acquisition of a new manufacturing facility and related operating line of credit.
- Representation of a home health agency franchisee in obtaining multi-million dollar acquisition financing and operating line of credit from a commercial bank.
- Representation of private equity group's portfolio company borrowers in negotiation of covenant modifications with commercial lenders to accommodate cash flow and other needs.
- Representation of a Massachusetts manufacturer in the refinancing of credit facilities with commercial banks and subordinated lenders for purposes of redeeming a mezzanine financier's shareholding.
Commercial Lending - Illustrative Lender Representations
The following is a list of illustrative lender transactions handled by attorneys in Verrill's Commercial Lending Group:
- Representation of lender, administrative agent and swingline lender in connection with an agented secured loan facility aggregating $90 million that includes a revolving loan facility, a letter of credit facility, a swingline loan facility and a term loan, for a petroleum products distribution business
- $44 million mortgage loan to finance the acquisition of an office complex in Portland, Maine
- Representation of lender and administrative agent in a secured agented loan facility aggregating $16 million, to finance the acquisition of specialized tanker trucks by a natural gas company
- $16.5 million construction and term mortgage loan to finance the conversion of a building into an office building
- $24 million mortgage loan to refinance a commercial building in New York City
- $15.1 million mortgage loan to acquire a commercial building in Boston
- $17.4 million construction and term mortgage loan to finance the acquisition and renovation of a commercial building in New York City
- $24.5 million mortgage loan to finance the acquisition of a commercial building in Somerville, Massachusetts
- $10.5 million mortgage loan to refinance a hotel located in Durham, North Carolina
- $12 million mortgage loan to finance the acquisition of two medical office buildings located in Maine
- $5.6 million construction mortgage loan to a non-profit corporation to finance the construction of a new residential care facility in Maine
- $20 million unsecured reducing revolving loan facility for a multi-national educational business
- Secured loan facility aggregating $2.7 million that includes a revolving loan and a mortgage term loan, for a medical device manufacturing business
- Secured loan facility aggregating $10 million that includes a working capital revolver, an equipment revolver and a term loan, including a letter of credit facility, for a group of food processing businesses
- Secured loan facility aggregating $17 million that includes a line of credit and a term loan, for a food distribution business
- Secured loan facility aggregating $24 million that includes a line of credit and a term loan, for a multi-state manufacturing business
- $25,000,000 secured line of credit for a multi-state industrial and mechanical construction business
- Secured loan facility aggregating $10.3 million that includes term loans, mortgage loans and a revolving loan facility with a letter of credit facility, for a manufacturing business with locations in two states
- Secured loan facility aggregating $5 million that includes a line of credit and a term loan, for a communications business
- Secured loan facility aggregating $11.8 million that includes multiple lines of credit, revolving lines that convert to term loans, and term loans, for a group of equipment repair and restoration businesses
- Secured loan facility aggregating $28.2 million that includes a line of credit that is seasonally adjusted, a letter of credit facility, term loans and an equipment revolver, for a regional product distribution business
- Secured loan facility aggregating $6.875 million that includes multiple term loans, a construction loan (converting to term) and multiple lines of credit (for equipment acquisition and for working capital), for a group of nursing homes
- Secured loan facility aggregating $9.2 million that includes lines of credit and term loans, for a group of companies in the natural resources business
- Secured loan facility aggregating $8.05 million that includes term loans, a working capital line of credit and an equipment acquisition line of credit, for a machine manufacturing business
- Secured loan facility aggregating $4.05 million that includes a term loan and a line of credit, for a local utility business
- $10,000,000 line of credit facility for a multi-national paper making company
- Representation of letter of credit bank in connection with the issuance of $6,525,000 in aggregate amount of Revenue Obligation Securities issued in connection with an expansion of an existing manufacturing facility
- Secured loan facility aggregating $30 million that includes an asset-based working capital line of credit and an equipment line of credit, for a distributor
- Representation of letter of credit bank in connection with the issuance by the Finance Authority of Maine of $5,065,000 in aggregate amount of Revenue Obligation Securities in connection with the construction of a new publishing facility
- $4,500,000.00 mortgage loan for the acquisition of an office building in New Hampshire
- Secured loan facility aggregating $5 million that includes a line of credit, term loan and equipment financing facility, for a tool and die manufacturing company.
- Representation of lender and administrative agent in connection with several different multi-lender line of credit loans (secured and unsecured) provided to publicly held Real Estate Investment Trusts
- Representation of lender in connection with several so-called "mezzanine loans" secured by pledges of the limited liability company membership interests in the single-purpose entities that own real estate, including the negotiation of intercreditor agreements between the first mortgage lender and the mezzanine lender
- Continuing representation of the Maine Health and Higher Educational Facilities Authority (MHHEFA), an instrumentality of the state which issues bonds for the construction and renovation of hospitals, nursing homes and higher education facilities