EDP Renewables North America
Legal Counsel
EDP Renewables North America, Houston, Texas, United States, 77246
The M&A Counsel will provide legal advice to EDPR NA personnel regarding all aspects of renewable energy project development, construction, operation, acquisition, disposition, and financing, including, in particular, (i) 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, (ii) providing support to financing activities (tax equity, minority equity and project financing), 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 EDPR NA objectives and policies. The M&A 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 EDPR NA’s documents and activities meet all applicable requirements.Main accountabilities:
Manage and/or assist with, as directed, M&A transactions, joint ventures, asset rotation transactions, and tax equity transactionsReview, draft and negotiate transaction documents such as asset purchase agreements, equity purchase and sale agreements, capital contribution agreements, shareholders agreements and limited liability company agreementsReview, draft and negotiate ancillary agreements such as LOIs and confidentiality agreements, assignment agreements and termination agreementsDraft and manage necessary corporate governance work, including preparation of resolutions and certificatesConduct project M&A due diligence and provide legal support and analysis on project development related issuesCoordinate efforts with other internal teams, including investments and M&A, finance, real estate, tax, environmental, permitting and regulatoryDraft, negotiate and finalize commercial contracts, including without limitation, engineering service agreements, power purchase agreements, road use agreements, shared facilities agreements, turbine supply agreements, EPC agreements, construction agreements, interconnection agreements and consulting services agreementsCoordinate efforts with the legal and business teams regarding corporate and project requirements to ensure maximum value and appropriate risk management for EDPR NA and its shareholdersIdentify critical project risk issues and communicate those risks to the appropriate members of the legal team or your supervisor for resolution and managementEfficiently manage outside counsel with an eye toward minimizing expensesOther tasks and projects as assignedTravel:
up to 10%Minimum qualifications:
Juris Doctorate5-8 years 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 facilitiesFamiliarity with a broad range 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 generallyProficient knowledge of mergers and acquisitions of third-party companies and projects, sales and purchases of company assets and membership interests in Company limited liability companiesLicensure to practice law in at least one state, preferably TexasProject finance and tax equity financing or mergers and acquisitions experience preferredExperience successfully managing outside counselUnderstanding of Microsoft products and/or complementing products preferred.Competency in Analytical Problem Solving, Strong Communication, Customer/Partner Relationships, and Technology Expertise preferredBehavioral requirements:
Ability to identify risks and propose alternative strategies in order to mitigate risksAbility to multi-task and oversee multiple projects simultaneouslyAbility to work successfully in a dynamic team environmentAbility and willingness to timely meet fluid and changing prioritiesAbility to be discreet and maintain confidentialityStrong interpersonal and teamwork skillsStrong written and verbal communication skillsStrong planning and organizational skillsStrong analytical, negotiation, and problem-solving abilityPhysical demands & working conditions:
Sitting/Standing/Flexibility: Ability to stand and sit for 8 or more hours when in an office environmentSpeech/Reading: Ability to speak, read, and write English proficiently and deliver a variety of instructions furnished in written, verbal, diagram, or schedule formLifting: Ability to lift items weighing up to 10 poundsVision/Hearing: Ability to understand a variety of instructions furnished in written, verbal, diagram, or schedule formSafety: Ability to understand and communicate safety precautions when necessary
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Manage and/or assist with, as directed, M&A transactions, joint ventures, asset rotation transactions, and tax equity transactionsReview, draft and negotiate transaction documents such as asset purchase agreements, equity purchase and sale agreements, capital contribution agreements, shareholders agreements and limited liability company agreementsReview, draft and negotiate ancillary agreements such as LOIs and confidentiality agreements, assignment agreements and termination agreementsDraft and manage necessary corporate governance work, including preparation of resolutions and certificatesConduct project M&A due diligence and provide legal support and analysis on project development related issuesCoordinate efforts with other internal teams, including investments and M&A, finance, real estate, tax, environmental, permitting and regulatoryDraft, negotiate and finalize commercial contracts, including without limitation, engineering service agreements, power purchase agreements, road use agreements, shared facilities agreements, turbine supply agreements, EPC agreements, construction agreements, interconnection agreements and consulting services agreementsCoordinate efforts with the legal and business teams regarding corporate and project requirements to ensure maximum value and appropriate risk management for EDPR NA and its shareholdersIdentify critical project risk issues and communicate those risks to the appropriate members of the legal team or your supervisor for resolution and managementEfficiently manage outside counsel with an eye toward minimizing expensesOther tasks and projects as assignedTravel:
up to 10%Minimum qualifications:
Juris Doctorate5-8 years 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 facilitiesFamiliarity with a broad range 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 generallyProficient knowledge of mergers and acquisitions of third-party companies and projects, sales and purchases of company assets and membership interests in Company limited liability companiesLicensure to practice law in at least one state, preferably TexasProject finance and tax equity financing or mergers and acquisitions experience preferredExperience successfully managing outside counselUnderstanding of Microsoft products and/or complementing products preferred.Competency in Analytical Problem Solving, Strong Communication, Customer/Partner Relationships, and Technology Expertise preferredBehavioral requirements:
Ability to identify risks and propose alternative strategies in order to mitigate risksAbility to multi-task and oversee multiple projects simultaneouslyAbility to work successfully in a dynamic team environmentAbility and willingness to timely meet fluid and changing prioritiesAbility to be discreet and maintain confidentialityStrong interpersonal and teamwork skillsStrong written and verbal communication skillsStrong planning and organizational skillsStrong analytical, negotiation, and problem-solving abilityPhysical demands & working conditions:
Sitting/Standing/Flexibility: Ability to stand and sit for 8 or more hours when in an office environmentSpeech/Reading: Ability to speak, read, and write English proficiently and deliver a variety of instructions furnished in written, verbal, diagram, or schedule formLifting: Ability to lift items weighing up to 10 poundsVision/Hearing: Ability to understand a variety of instructions furnished in written, verbal, diagram, or schedule formSafety: Ability to understand and communicate safety precautions when necessary
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