Stuart R. Zisman

Power, Renewable and Alternative Energy

• The Williams Companies, on multiple power purchase and sale agreements in connection with behind-the-meter power generations facilities being developed, constructed, owned and operated for Meta data center.
• Nebius, in connection with its long-term agreement (approx. $2.6B) with Bloom Energy to deploy approximately 328MW of installed fuel-cell capacity.
• Hallador Energy, in connection with both its acquisition of the 1GW coal-fired Merom power generation station and its subsequent development of an adjacent 515 MW natural gas-fired generation station (including all related offtake agreements and related product sales).
• Tallgrass Energy, in connection with the development and commercialization of the Cheyenne Power Hub natural gas fired power generation facilities (expected to exceed 2.5 GW of capacity) for service to data center customers in Wyoming.
• Albemarle, in connection with its strategic agreement with Ford Motor Company pursuant to which it will supply more than 100,000 metric tons of battery-grade lithium hydroxide for approximately 3 million future Ford EV batteries.
• Trafigura, in connection with its acquisition (as part of a joint venture) of the Mountain Creek Power Generation station (approx. 800MW) in ERCOT.
• Shell New Energies US LLC, a subsidiary of Royal Dutch Shell, on the purchase of Inspire Energy Capital LLC, a renewable energy residential retailer serving approximately 235,000 residential customers in Delaware, Illinois, Massachusetts, Maryland, New Jersey, New York, Ohio, Pennsylvania, and Washington DC.
• ENGIE North America on the sale of its natural gas-fired cogeneration facility to Molson Coors Beverage Company USA LLC.
• Puerto Rico Electric Power Authority on its restructuring of all of its renewable electricity and power purchase agreements.
• Trafigura Trading LLC, a wholly owned subsidiary of Trafigura Group Pte Ltd., on a renewable hydrocarbons purchase and sales agreement with Gevo Inc, valued at nearly US$1 billion.
• HOBO Renewable Diesel, LLC in its development of a greenfield plant in the Midwest.
• Global Clean Energy on the conversion of an existing petroleum refinery located in Bakersfield, California into an approximately 15,000 bpd a renewable biodiesel refinery.
• QTS Data Centers in connection with its power procurement program and related development and financing activities.
• Tallgrass Energy on its development of a CO2 capture, transportation and sequestration system including a related CO2 offtake project.
• The largest U.S. transporter of CO2 in its first carbon dioxide offtake and sequestration project and relatedly the procurement of air separation services (gases) and purified water needs.
• A large Lithium producer in connection with the development of a new lithium refining project and related product sales arrangements.
• A renewable energy company on their roll-out of Bioenergy and Carbon Capture & Storage projects across multiple states in the U.S. market.
• Hy Stor in various Hydrogen Hub project development efforts.
• OnPoint Energy on various agreements with ArcLight Capital Partners to form a new retail energy business.
• Multiple independent power producers in connection with the purchase and sale of power generation facilities throughout North America (dozens of facilities with aggregate capacity of nearly 15GW).
• Multiple project developers and sponsors in connection with the development of power generation facilities including fossil fueled, solar, fly-wheel, wind, energy storage and hydro, all over the United States amounting to more than 10 GW in the aggregate.
• Power plant owner in connection with a long term power purchase agreement for approximately 560 MWs of capacity and energy to Arizona Public Service.
• JP Morgan with its termination of a leveraged lease structure and related acquisition of real property, contracts and equipment for a 230 MW dual-fueled power generation facility in Brandywine, Maryland and the subsequent disposition of that facility to a private equity purchaser, including certain related commodity offtake and capacity. agreements
• Numerous owners of electric power plants with offtake agreements of all types (power purchase agreements, tolling agreements, heat rate call options, other commodity hedges) in all of the major ISOs and RTOs (MISO, PJM, NEPOOL, NYISO, WECC, ERCOT, SERC, SPP, etc.).
• Phillips 66 Company in connection with the acquisition of a 50% interest in a 450 MW cogeneration facility.
• Multiple independent power producers in connection with the sales and acquisition of power development projects.
• Calpine in connection with its acquisition of the Bosque Power Plant, an 800 MW natural gas combined cycle power generation facility.
• Private equity owner in connection with the monetization of certain commodity sale and supply agreements.
• Apex Compressed Air Energy Storage LLC in connection all aspects of its compressed air energy storage development projects as well as its joint venture with Dresser Rand and various other general matters.
• Tenaska in connection with the development and purchase agreement with Brownsville Public Utilities Board (BPUB) for construction of a proposed 800 MW natural gas-fueled electric generation station in Brownsville, Texas.
• Rockland in its acquisition of assets from the bankruptcy estate of Beacon Power, LLC, including the Stephentown Regulation Services facility in New York.
• Several commodity hedge providers in connection with a pari-passu, senior-secured hedging facilities.
• Freeport Power Limited in the renegotiation/extension of a power purchase/tolling agreement with the Dow Chemical Company and the subsequent project financing thereof.

Midstream/Downstream

• The Williams Companies , in connection with its wellhead to water strategy, to invest in the Louisiana LNG (Woodside owned) project and a joint venture to develop, construct, own and operate the Driftwood Pipeline.
• J.P. Morgan in connection with the negotiation and documentation of several long-term natural gas asset management arrangements, related gas purchase and sale agreements, and pipeline capacity releases.
• Kinder Morgan, Inc. on its acquisition of Indianapolis-based Kinetrex Energy, a rapidly growing renewable natural gas player, from an affiliate of Parallel49 Equity.
• Kinder Morgan and Brookfield Infrastructure on the sale of a 25% minority interest in Natural Gas Pipeline Company of America LLC (NGPL) to ArcLight Capital Partners, LLC for US$830 million.
• USD Group on the development of a crude oil rail receiving terminal in Port Arthur, TX, including interconnecting pipeline, and a diluent separation unit in Hardisty, Canada.
• Noble Midstream, in connection with its joint venture with Plains All American Pipeline and the related acquisition of the Advantage Pipeline.
• Amarillo Midstream in connection with Amarillo Rattler, its 50:50 joint venture with an affiliate of Rattler Midstream (a Diamondback Energy subsidiary), to own and operating natural gas gathering and processing assets in the Midland Basin of the Permian Basin in the U.S.
• Amarillo Midstream, LLC & Rattler Ajax Processing LLC on the divestment of the Amarillo Rattler, LLC joint venture to EnLink Midstream Operating, LP.
• Bristow Group Inc., leading provider of industrial aviation services operating in the offshore oil and gas industry and offering search and rescue and aircraft support services to government and civil organizations worldwide, in its agreement to acquire privately-held Columbia Helicopters, Inc., and subsequent termination of the $560 million purchase.
• General Electric in the sale of a 50% interest in a midstream business with Gulf Coast operations to Hilcorp Energy Company.
• General Electric in the divestment of an upstream interest in a crude and gas gathering midstream business in New Mexico to iSquared Capital.
• Noble Energy, Inc. in connection with its acquisition of Clayton Williams Energy, Inc.
• Kinder Morgan, Inc. on its joint venture arrangement with Riverstone in connection with its Utopia Pipeline Project, a 215 mile NGL pipeline running from Ohio to Canada.
• Two private equity companies in connection with two separate but related acquisitions of multiple crude gathering systems in Texas and Louisiana.
• Kinder Morgan, Inc. in connection with its acquisition of Hiland Partners, both crude oil gathering and transportation, and gas gathering and processing systems in the Bakken Formation.
• Targa Resources in connection with a joint venture formed to convert an existing gas pipeline to a LNG pipeline.
• A private equity company in connection with a joint venture with a midstream strategic to purchase, own and operate various midstream pipeline.
• TPH Partners in connection with the formation of its Big Horn Energy Services joint venture.
• Multiple hydrocarbon gathering companies in connection with the review and reformation of their gathering and processing agreements and related acreage dedications.
• Kinder Morgan, Inc. in connection with its sale of a transmix facility in Pennsylvania.
• Private client in connection with the development of a liquefied natural gas facility and related joint venture arrangements.

Stuart Zisman focuses on energy projects and related transactions in the midstream, downstream, power and new/alternative energy sectors. As a partner in our Mergers & Acquisitions and Global Transactions practices, Stuart represents clients in a broad range of energy-related transactions.

Stuart is familiar with energy projects of all types and at all stages of ownership and operation, from early development through operating life cycles, including acquisition, development, construction, completion, optimization and divestiture.

Stuart frequently provides clients with legal support for electric generation projects (both conventional and renewable), as well as storage, processing and fractionation facilities, gas and liquids pipelines, refineries and terminals, and refinery to renewable conversion projects.

In addition, Stuart handles all types of commercial agreements, including structured commodity transactions/offtake agreements (including lien structures, related inter-creditor agreements, power purchase agreements and VPPs), joint venture agreements, gathering, processing and storage/terminaling agreements, energy trading marketing and financing, development agreements, and purchase and sales agreements for assets or equity.

Stuart has nearly three decades of energy experience (including more than 10 years working for banks and energy companies both as internal counsel and on the business side (in a non-legal commercial capacity)). Prior to joining the firm, he: (i) was the co-head of Bracewell’s power, trading and renewables practice; (ii) led Macquarie Energy LLC's energy asset strategy, (iii) managed the commercial services function for Fortis Energy/Cinergy Marketing & Trading in connection with its physical and financial North American energy commodity platform; (iv) led the Acquisition and Development group for Duke Energy North America; and (v) worked at Enron North America acting initially as primary counsel in support of ENA’s eastern power origination group and, subsequently, as a senior member of its corporate development group.

Areas of Experience/Excellence

• Development of renewable, alternative and fossil-fired power generation and energy storage facilities.
• Development and joint ventures involving (a) LNG facilities, (b) transloading facilities, (c) power generation facilities, (d) terminals, (e) crude and gas/natural gas liquids pipelines.
• Purchases/sales of energy development projects and operating facilities.
• Energy commodity offtake agreements/tolling agreements/hedges (power, gas, RNG, renewable diesel, liquids, etc.).