biography

I am a corporate and financial lawyer. In addition to wide-ranging corporate work, my practice has focused on mergers and acquisitions and project and structured finance and restructuring, including energy and infrastructure and some arbitration. My “Big Law” experience includes  Cadwalader (Head of Project Finance), Kaye Scholer (Head of Energy), and DLA Piper. I have been recognized among both “Top Lawyers in Manhattan” (New York Times) and “Top Lawyers in California” (American Lawyer Media).

I have represented financial institutions, including commercial and investment banks, private equity funds, and international financial institutions, project sponsors and developers, and multiple overseas entities. My industry experience encompasses natural resources, manufacturing, pharmaceutical, transportation, telecommunications, and energy, including independent power projects, including focus on renewable energy, including wind (I was a pioneer in California windpower and owned a wind turbine), solar, ethanol and biofuels.

A portion of my energy-related work has been in oil and gas, including representation of both foreign and domestic investors in ma...

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  • Representative Transactions

    REPRESENTATIVE M&A TRANSACTIONS

    • Representation of AM General and the Renco Group in sale of the “Hummer” to General Motors and related US$250 million development financing
    • Representation of Global Communications Systems, Inc. in US$100 million sale to L3 Communications
    • Representation of Telecorp PCS and related entities in license sharing agreement and related US$7 billion sale to AT&T Wireless
    • Representation of Allco Principals Trust in connection with sale of a 3,100 MW project in development to a related entity
    • Representation of Whittier Trust in connection with acquisition bid by INVESCO
    • Representation of Tri-Marine International and Thai Union in connection with Merrill Lynch auction of StarKist Foods, Inc. on behalf of Del Monte Corporation
    • Representation of Tri-Marine International and Thai Union in connection with acquisition of Pan Pacific Fisheries in 367 bankruptcy auction
    • Representation of American Investment Bank in leveraged buy-out bid for Bumble Bee Seafoods
    • Advice and assistance to Tri-Marine International and Thai Union in connection with acquisition of Chicken of the Sea International from Prudential Securities
    • Advice and assistance to large Brazilian sponsor/developer in connection with development and sale of 500MW wind power project in Minas Gerais, Brazil
    • Representation of large Canadian pension fund in connection US$300 million acquisition of master limited partnership interests in Enbridge Energy Partners
    • Representation of large Canadian pension fund in connection with sale of ownership interests in Astoria power project to GDF Suez Energy
    • Representation of Tortoise Capital Advisors in connection with US$300 million acquisition of master limited partnership interests in Enbridge Energy Partners

     

    REPRESENTATIVE PROJECT FINANCE TRANSACTIONS

    • Representation of Getty Trust in connection with US$160 million oil and gas joint venture with Gazprom in Orenburg, Russia, and related project financing by the Overseas Project Investment Corporation and the European Bank for Reconstruction and Development and related investment guarantee by the Multilateral Investment Guarantee Agency of the World Bank
    • Representation of the Renco Group and Doe Run Resources Company in the $1.2 billion bridge-loan acquisition and bond financing of the purchase of the La Oroya smelter and copper mine from Peruvian state-owned entity, Centromin
    • Advice and assistance to Port Vera Development Corporation in connection with development and financing of oil and container terminal in the Black Sea port of Yuzhny, Ukraine
    • Advice and assistance to GE Capital in connection with financing of Cross Sound Cable Project
    • Representation of Nordex USA in connection with US$110 million project and receivable sale financing of Synergics/Roth Rock wind project with Bayern LB
    • Representation of large German landesbank in negotiations with Union Bank of California in connection with US$300 million power project financing for Electricite de France, S.A.
    • Representation of Swedish telecom company in connection with development of telecommunications project in Ecuador, including proposed telecommunications regulatory regime
    • Representation of Trident Foods, Inc. in connection with Overseas Private Investment Corporation financing of fisheries and processing project in Mauritius
    • Representation of H.J. Heinz Company and Star-Kist Foods, Inc. in connection with development and project financing of multiple natural resources projects utilizing Overseas Private Investment Corporation and International Finance Corporation financing in Ghana, Zaire, Ivory Coast, Mexico and Papua New Guinea

     

    REPRESENTATIVE ENERGY TRANSACTIONS

    • Representation of Nordex (USA), Inc. in connection with development and sale to Exelon of first phase of 300MW wind project in Michigan
    • Representation of Nordex (USA), Inc. in connection with US$110 million project financing of Synergics/Roth Rock wind project and related receivable financing with Bayern Landesbank
    • Representation of world’s largest pharmaceutical company in connection with development of solar projects in Puerto Rico and related request for proposal from potential developers and related Power Purchase Agreement
    • Representation of world’s largest pharmaceutical company in connection with development of solar project in New Jersey
    • Representation of world’s largest pharmaceutical company in connection with regulatory issues with Michigan Public Services Commission and other parties regarding Michigan policy on choice in alternative energy suppliers
    • Representation of SoCore Energy in connection with initial development of US$300 million funding vehicle for multiple rooftop solar projects
    • Representation of Scandia Wind Southwest in connection with development of “Mariah” wind project in Texas and related response to request for proposal for 200MW of renewable power from Austin Energy
    • Representation of PICO Holdings, Inc. and affiliates in US$100 million term and working capital project financing by ING (Americas) and Macquarie for a biofuels facility in Minnesota and related Commodity Hedge Agreements with Macquarie
    • Advice and assistance to large biofuels producer in connection with development financing of jet biofuels facility and related US Department of Agriculture loan guarantee
    • Representation of Creditors Committee in the Chapter 11 bankruptcy proceedings of the National Energy Group, the unregulated subsidiary of Pacific Gas and Electric Corporation, including related Federal Energy Regulatory Commission litigation, mediation and settlement of claims of Cogentrix for alleged failure of “qualified facility” status
    • Advice and assistance to large German landesbank in connection with wind power projects
    • Representation of US Biodiesel Group in connection with development and financing of biodiesel production facility in Portland, Maine
    • Representation of US Biodiesel Group in connection with joint venture and related marketing and supply agreements with Lansing Trade Group, LLC
    • Representation of US Biodiesel Group in connection with offtake agreements with Biofuels Merchants, LLC, and EDF & Man
    • Representation of US Renewable Energy Group in connection with soy supply arrangements with Supreme Oil, LLC and related compliance with accepted international standards for soy production
    • Representation of Supreme Oil, LLC in connection with negotiation of joint venture and biofuels feedstock offtake agreements
    • Representation of GE Capital in multiple acquisitions, sales and restructurings of energy investments and financings, including restructuring of investments in merchant power affiliates of El Paso Energy Corporation, sales of interests in independent power producers, and acquisition bids on PURPA “qualifying facilities” in the Western United States, including the Salton Sea IV Geothermal Project
    • Representation of GE Capital, as successor in interest to Heller Financial, in connection with sale of a minority interest in San Gorgonio Westwinds to Caithness
    • Representation of large Canadian pension fund in connection with sale of ownership interests in Astoria power project to GDF Suez Energy, including related Federal Energy Regulatory Commission and New York State regulatory requirements
    • Advice and assistance to Connecticut Department of Utility Control in connection with regulatory, financing and accounting variables involving “contract for differences”
  • Publications and Presentations

    Mr. Rosendahl is author of multiple publications and a frequent speaker at seminar and other programs, including lecturing in law at the University of Business and International Economics in Beijing, the Japanese Institute of International Business Law in Tokyo, and the Universities of Frankfurt, Cologne and Heidelberg. He has appeared on Financial New Network television, been featured on the cover of the Los Angeles Lawyer, and quoted in multiple publications, including the New York Times, Financial Times, Frankfurter Allgemeine, Bangkok Post, Manila Times, Houston Chronicle, and Dow Jones.

     

    Publications include: 

    • Why Recs Matter: The Case for Renewable Energy Credits, NORTH AMERICAN WIND POWER, July 2015
    • The New Water Infrastructure Financing and Innovation Act (WIFIA): What Is It? How Does It Work? What Projects Qualify?, WATER UTILITY INFRASTRUCTURE MANAGEMENT JOURNAL, December 2014
    • Introduction – History and Evolution of US Wind Power and Introduction to Doing Business in the US Legal System, HANDBOOK ON THE US WIND ENERGY MARKET AND INDUSTRY: A DEFINITIVE GUIDE FOR CHINESE WIND DEVELOPERS, MANUFACTURERS, AND SUPPLIERS, 2011 (in Chinese and English)
    • How Wind Power Can Lower the Cost of Energy, NORTH AMERICAN WIND POWER, March 2011
    • The Politics of Solar Siting, NORTH AMERICAN CLEAN ENERGY, March/April, 2009
    • Yukos and the Rule of Law in Russia (on Russian energy consolidation), PRIVATE AND COMMERCIAL LAW IN A EUROPEAN AND GLOBAL CONTEXT, W de G Recht, 2006
    • Political, Economic and Cultural Obstacles to Effective Arbitration of Foreign Investment Disputes, ARBITRATING FOREIGN INVESTMENT DISPUTES, Kluwer Law International, 2004
    • The Bright Side of the Blackout (on the Northeast Blackout), THE DEAL, September 2003
    • Lessons from La La Land (on California Energy Crisis), METROPOLITAN CORPORATE COUNSEL MAGAZINE, June 2002
    • Securitization Techniques Provide New Financing Opportunities in the World of Project Finance, CORPORATE COUNSEL MAGAZINE, August 1997

     

    Presentations and lectures include:

    • Presenter, “Investing in U.S. Renewable Power,” presentation to Fortum Oyi (Scandinavia’s largest utility), Helsinki, Finland, September 29, 2016
    • Organizer and designated Chair, Infocast Corporate Renewables Summit, Washington, D.C., September 27-28, 2016
    • Presenter, “Yieldcos: Their Limitations and Possible Alternatives,” Infocast Wind Finance and Investment Summit, San Diego, California, February 9, 2016
    • Luncheon Speaker, “PPE/Northwest Innovation Works Methanol Projects in Pacific Northwest,” Infocast Annual Conference on “Money and Projects,” New Orleans, Louisiana, January 20, 2016
    • Presenter, “Strategic Planning for Investment in US Large-Scale Solar Power,” presentation to Fortum Oyi (Scandinavia’s largest utility), Anaheim, California, September 2015
    • Chair and Moderator – “Energy Policy and Opportunity for Commercial and Industrial Users” Infocast Webinar, July 2015
    • Presenter, “Investing in US Large-Scale Solar,” presentation to Fortum Oyi (Scandinavia’s largest utility), San Francisco, California, July 2015
    • Chairman, Infocast Annual Conference on ‘Money and Projects,” and Moderator, panel on “Merchant Financing and Development,” New Orleans, Louisiana, January 15-16, 2015
    • Participant, Panel on “The Decision to Leverage,” Council of Infrastructure Financing Authorities Annual Meeting, Portland, Oregon, November 10, 2014
    • Participant, Panel on “The Integration of Renewables – the Wind and Solar Surge in the Energy Sector,” Platts Annual Financing U.S. Power Conference, New York City, October 16, 2014
    • Chair and Presenter, “The Water Infrastructure and Innovation Act,” in-person and video presentation to nation-wide Managing Directors of Bank of America/Merrill Lynch, New York City, July 18, 2014
    • Presenter, two-day in-house seminar on “Energy Project Finance and Leveraged Acquisition Finance and the Acquisition Process,” presentation to Fir Tree Partners, Washington, D.C., July 10-11, 2014
    • Moderator, Panel on “Perspectives on Financing California Market Projects,” Infocast California Energy Summit, San Francisco, May 28, 2014
    • Chaired, moderated, documented, and presented CLE-accredited program for Nordex Law Department on “Acquisition and Project Financing of Wind Power Projects” Chicago, September 2012
    • Speaker, “Risk Allocation in Project Documentation,” Infocast Project Finance Tutorial, New York City, February 2013 and February 2012
    • Speaker, “International Bank Regulation and the Outlook for Renewable Energy Financing,” Latest Developments in Renewable Power Financing webinar sponsored by the Project Finance and Energy Committees of the Association of the Bar of the City of New York, March 19, 2012
    • Speaker and Moderator, “International Bank Regulation and the Outlook for Investment Summit, San Diego, February 8-10, 2012
    • Speaker, “International Renewable Energy Policy” and Panelist, “International Energy Policy,” Global Energy Summit, Colorado Springs, April 18, 2011
    • Speaker, “Power Purchase Agreements” and “Introduction to Doing Business in the US Legal System,” US/China Wind Power Summit, San Francisco, December 7, 2010
    • Speaker, “Solar Power and the Role of the Power Purchase Agreement,” DLA Piper Webinar, May 27, 2010
    • Co-Chair, “Basel II Update: Financing Projects in the Credit Crunch,” co-sponsored by the Association of the Bar of the City of New York Committees on Banking and Project Finance, April 2008
    • Chair and Moderator, “Financing Solar Projects,” Infocast Utility Scale Solar Power Finance and Investment Summit, San Diego, March 2008
    • Chair and Moderator, “Biofuels Investment and Financing,” sponsored by the Association of the Bar of the City of New York Committees on Project Finance and Energy, February 2007
    • Chaired, moderated, documented and presented at 2007 two-day in house program for New York office of HSH Nordbank on “Negotiating and Documenting Asset-Backed Loans;” New York, September 2007
    • Chaired, moderated, documented and presented at 2006 in-house seminar for ING Asia on the “New Chinese Securitization Law” in Hong Kong, November 2006
    • Chair and Moderator, “Development and Financing of Renewable Power Projects,” sponsored by the Association of the Bar of the City of New York Seminar and Webinar, April 2006
    • Chair and Moderator, “Fin 46 – Variable Interest Entities,” sponsored by the Association of the Bar of the City of New York Committee on Project Finance, 2006
    • Co-Organizer of 2006 dinner program for Prime Minister Yanukovych and 2005 dinner program for President Yushenko of Ukraine at Rainbow Room in New York, 2005 and 2006
    • Chair and Moderator, “The Equator Principles,” sponsored by the Association of the Bar of the City of New York Committee on Project Finance, 2005
    • Speaker on “The Continuing Rule of the Law of the Jungle: Political, Economic and Cultural Obstacles to Effective Arbitration of Foreign Investment Disputes,” at the University of Cologne Conference on International Arbitration, June 12-13, 2003
    • Speaker on “Financial Regulation and Corporate Governance: Fallout for Leasing and Structured Finance Industry,” at Structured Finance Institute Program in New York City, June 15, 2003
    • Co-Chaired and moderated Structured Finance Institute New York Conference on “Strategies for Trade and Investment in China,” including presentation on “Behind the Curve: The Challenge of Chinese Corporate Governance and Financial Transparency,” March 2003
    • Chair, moderator and speaker at in-house program at Pitney Bowes, Stamford, Connecticut, on “Negotiating with Chinese State-Owned Entities,” March 2003
    • Chair, moderator and speaker at in-house program at ING Capital in New York City on “Leveraged Acquisition of Energy Assets,” December 2003
    • Quoted in Houston Chronicle in connection with United Stated Federal District Court stay of Gazprom acquisition of Yukos in Moscow auction, October 2005
    • Quoted by Dow Jones on energy finance implications of the 2003 Northeast Blackout.

     

New YorkLos Angeles

Roger Rosendahl

Partner

[email protected]

+1.347.449.1013

Credentials

Admissions

New York
California

Education

University of Southern California and Cambridge University, England, A.B. (Man of Troy award, full-tuition scholarship, Honors Program; USC Rugby)
Georgetown University Law Center, J.D., LL.M (St Peter Canisius Fellow; Managing Editor, Law and Policy in International Business)
Goethe University of Frankfurt, Germany (Schulte zur Hausen Fellow; Lecturer-in-Law)

Prior Law Firm Experience

Head of Global Project Finance and Privatization, Cadwalader, Wickersham and Taft
Head of Energy, Kaye Scholer

Practice Areas