Operations & M&A, Counsel
For more than 30 years, Mentor IMC Group has provided Consultants and Teams to global Energy and Infrastructure companies, encompassing all Project Management, Design, Engineering and Health & Safety disciplines across the Oil and Gas, Renewables, Offshore Wind, Nuclear, Power and Construction industries.
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Operations & M&A, Counsel
OPERATIONS & M&A, COUNSEL required by our Client, an International Renewable Company, to be assigned on a Permanent basis, located in Houston, TX.
POSITION SCOPE
Counsel will provide legal advice to personnel regarding all aspects of renewable energy project development, construction, operation, acquisition, disposition, and financing, including (i) providing support to M&A transactions, (ii) the preparation and negotiation of agreements related to the acquisition or disposition of renewable energy projects, such as letters of intent, purchase and sale agreements, shareholders agreements, and other ancillary agreements such as confidentiality agreements and assignment and assumption agreements, and (iii) the preparation and negotiation of agreements related to the development, construction and operation of renewable energy facilities, which agreements may include equipment purchase agreements, balance of plant agreements, turbine supply agreements, operation and maintenance agreements, power purchase agreements, and other related documentation, all in accordance with our clients objectives and policies. Counsel will also handle day to day project-related legal issues, support and provide legal expertise to Company staff, analyze exposure to risk factors while complying with departmental guidelines, company policies, and all applicable laws in order to ensure that our Clients documents and activities meet all applicable requirements.
PRINCIPAL RESPONSIBILITIES
Draft, negotiate and finalize project-development and operations contracts, including without limitation, engineering service agreements, shared facilities agreements, EPC agreements, construction agreements, interconnection agreements and consulting services agreements, affiliate agreements
Handles day-to-day legal issues encountered at the corporate office and operational project sites
Assist, as directed, with M&A transactions, joint ventures, asset rotation transactions, and tax equity transactions
Coordinate efforts with other internal teams, including investments and M&A, finance, real estate, tax, environmental, permitting and regulatory
Conduct project M&A due diligence and provide legal support and analysis on project development related issues
Review, draft and negotiate transaction documents such as asset purchase agreements, equity purchase and sale agreements, capital contribution agreements, shareholders agreements and limited liability company agreements
Review, draft and negotiate ancillary agreements such as LOIs and confidentiality agreements, assignment agreements and termination agreements
Draft and manage necessary corporate governance work, including preparation of resolutions and certificates
Coordinate efforts with the legal and business teams regarding corporate and project requirements to ensure maximum value and appropriate risk management for our Client and its shareholders
Identify critical project risk issues and communicate those risks to the appropriate members of the legal team or your supervisor for resolution and management
Efficiently manage outside counsel with an eye toward minimizing expenses
Perform other tasks and projects as assigned Direct reports: None Travel: up to 10%
EXPERIENCE / QUALIFICATIONS
Juris Doctorate 5-8years of in-house counsel or comparable law firm experience with emphasis on document preparation.
Preferred experience in the independent power industry handling development, construction and operation of a power facility or in project financing for power facilities
Proficient knowledge of all types of contracts and other documents relevant to the development, operation, acquisition and financing of renewable energy projects, including balance of plant agreements, turbine supply agreements, operation and maintenance agreements, power purchase agreements, permits, estoppel certificates, purchase orders, loan and security agreements, consulting agreements, confidentiality agreements, purchase and sale agreements, and other relevant documentation, the manner in which corporate entities operate and are organized, and of the power industry generally
Knowledge of mergers and acquisitions of third party companies and projects, sales of company assets and membership interests in Company limited liability companies
Licensure to practice law in at least one state, preferably Texas
Project finance and tax equity financing or mergers and acquisitions experience preferred
Experience successfully managing outside counsel
Travel Required Yes. up to 10%
