Merrill L. Kramer

Partner
Washington, DC
T
202.530.6412
C 301. 641.6520
F 888.847.9228
mkramer@pierceatwood.com
Get VCard

Merrill Kramer represents energy project developers, private equity companies, and institutional lenders on the development, financing, sale, acquisition, and investment in energy projects and portfolios.

Merrill represents some of the most active and innovative players in the energy industry. He has represented Fortune 200 companies and other clients in the development and financing of over 80 energy infrastructure projects representing more than $30 billion in invested capital.

Merrill has been ranked as one of the top energy lawyers in the country by Chambers USA, Washington, D.C. Super Lawyers, Martindale-Hubbell and The Legal 500. Merrill is ranked by his peers and the judiciary AV® Preeminent™, Martindale-Hubbell’s highest possible rating. He recently was awarded the National Law Review’s “Go-To Thought Leadership Award” for his detailed and cogent analysis of the impact of the Inflation Reduction Act of 2022 on the clean energy industry.

Merrill is highly recognized for his knowledge of state and federal energy law and works closely with industry and political leaders in formulating and implementing laws and regulations to encourage clean energy development. Merrill serves as outside counsel to the Coalition of Renewable Energy Users and Developers (CORE) and the New York Solar Energy Industries Association (NYSEIA).

Merrill was formerly the Chair of the Sustainable Energy Practice at a Boston-based law firm and, prior to that, Chair of the Derivatives and Structured Products practice at Chadbourne & Parke, LLP, a major New York law firm now merged with Norton Rose Fulbright. He has served on the Board of Directors of a U.S. residential solar leasing company that he helped to take public, and on the board of the largest ethanol company in California.

His career began at the Federal Energy Regulatory Commission where he was a senior trial lawyer and principal attorney on FERC’s Cogeneration and Small Power Production Task Force charged with writing laws and regulations to encourage renewable energy development.

Honors & Distinctions
  • Recognized by The Best Lawyers in America® for Utilities Law (2024)
  • The Legal 500 U.S. (2016-2017)
  • Rated AV® Preeminent™ (highest rating) by Martindale-Hubbell for 27 years
  • National Law Review 2002 “Go-To Thought Leader” -awarded to 75 “standout” published articles out of 12,000 reviewed by NLR
Professional Activities
  • American Bar Association
  • Member, Finance and Transactions Steering Committee, Energy Bar Association (EBA)
  • Former member, Board of Directors, EBA
  • Member, Federal Affairs and Tax Committees, American Clean Power Association
  • Policy Committee, New York Solar Energy Industries Association (NYSEIA)
  • Member, Solar Goes Corporate Advisory Committee, Solar Energy Industries Association (SEIA)
Publications

Presentations

  • “Taking Advantage of Opportunities under the Inflation Reduction Act of 2022: How, What and When” – Pierce Atwood webinar (November 25, 2022)
  • “Financing Energy Projects – Project Finance Framework,” Massachusetts Real Estate Bar Association (March 29, 2022)
  • Financing Energy Projects – Project Finance Framework,” Energy  Bar Association, Southern Chapter, 2022 Annual Conference (March 24, 2022)
  • “Case Studies in Storage Development,” Pierce Atwood Fourth Annual Energy Infrastructure Symposium, Boston, MA (May 12, 2022)
  • “Powering Up Battery Storage – New Investment Opportunities,” S&P/Platt’s 23d Annual Financing US Power Conference, New York (October 19-20, 2021)
  • “Renewable Energy Outlook 2021 – Solar and Storage Opportunities under a Biden Administration,” National Ski Areas Association Winter Meetings (February 2, 2021)
  • "Financing Considerations for Sustainable Solar and Storage Projects," National Ski Areas Association summer showroom (August 19, 2020)
  • "Investor Perspectives on the Northeast Renewable Markets," S&P Global/Platts 14th Annual Northeast Power and Gas Markets Conference (May 31, 2019)
  • “Financing Solutions for Renewable Projects and End-Use Customers in the Northeast,” Pierce Atwood Second Annual Energy Infrastructure Symposium, Boston, MA (October 4, 2018)
  • “Corporate Solar Procurement 101: Understanding Sourcing Options & Customer Needs,” Solar Goes Corporate Conference (SEIA), Boston, MA (May 8, 2018)
  • “Corporate PPA’s and Basis Risk – FTR’s and Other Mitigation Tools,” Financial Marketers Seminar, Washington, D.C. (June 20, 2018)
  • “Pricing Carbon into Wholesale Markets/Other Market Structures to Harmonize Policies and Markets,” Platts Northeast Power Conference, New York, NY (May 31, 2018)
  • “The Future of Distributed Energy; Optimizing Return on Investment,” Energy Bar Association Mid-Year Energy Forum, Washington, D.C. (October 17, 2017)
  • “Scratching the Surface: How Improved Policy Can Unlock the C&I Market,” Solar Power International Conference 2017, Las Vegas NV (September 11, 2017)
  • “Clean Energy Standards Update - Impact on SUNY Schools,” New York Sustainability Conference 2016, New Paltz, NY (November 2, 2016)
  • “Corporate Procurement of Wind Energy: Trends and Opportunities,” American Wind Energy Association (AWEA) Northeast Conference, Portland, ME (July 20, 2016)
  • “Managing and Financing University Green Initiatives,” Wells College, Aurora, NY (June 15, 2016)
  • “Higher Education Solar Development: RFPs and Contract Issues,” Smart and Sustainable Campuses Conference, Baltimore, MD (April 5, 2016)
  • “Ethanol in the Pipelines- Experimental Movement of Biofuels,” American Petroleum Institute, 2007 Pipeline Conference, Albuquerque, NM (April 2008)
  • “Assets And Renewable Fuels: Trends, Risks And Prospects,” Independent Liquid Terminals Association Annual Conference - Keynote Speaker (June 2007)
  • “Knowing the Biofuels Storage & Transportation Infrastructure and Limiting Bottlenecks,” OPIS Ethanol & Biodiesel Supply Summit, Washington, D.C. (March 2007)
  • “Developing Financial Techniques - Derivatives Financing New Power Plants, Increasing in Flexibility,” Natural Gas & Electricity (January 2007)
  • “Petroleum Supply Management: The Big Picture,” National Biodiesel Conference & Expo, San Antonio, TX (2007)

Practice Areas

Representative Experience
  • Represented Solitude Solar, LLC (d/b/a US Light Energy) in $25 million private equity investment in the company. Representation included drafting and negotiating investment agreement, managing due diligence, and advising company on tax, employment, corporate and regulatory aspects of transaction.
  • Represented EDF Renewables, NA in $200 million solar project portfolio acquisition, including managing due diligence, preparing and negotiating membership interest purchase agreements, and negotiating EPC agreements.
  • Representing seller in $25 million solar asset sale, including preparing confidential information memoranda, structuring the bidding process, evaluating bids, preparing and negotiating term sheets, site leases, MIPA agreements, EPC agreement,  managing due diligence process, and advising client on tax aspects of transaction, including bonus adders under Inflation Reduction Act of 2022.
  • Represented Standard Solar, Inc. in $25 million solar/storage acquisition in Maryland.
  • Represented Proximo Energy, LLC in developing an approximately $30 million renewable natural gas (RNG) manufacturing plant in Florida, including on corporate, finance, real estate and tax issues.
  • Advising solar company in arranging $80 million bank debt and working capital facility.
  • Representing client on portfolio sales of solar assets in New York and Pennsylvania.
  • Advising real estate company on sale/transfer of ITC credits associated with solar rooftop installations in New York City.
  • Represented Woodfield Renewable Partners, LLC on approximately $150 million financing transaction and private equity investment for development and acquisition of distributed generation solar assets. Advised company on tax, corporate, employment and financing aspects of transaction.
  • Represented Rock Gate Associates, LLC in development and sale of a 5 MW community distributed solar power project in Westchester County, New York.
  • Represented National Cooperative Bank as lender’s counsel in acquisition financing of portfolio of nine solar power projects in New York and Massachusetts.
  • Represented Solitude Solar, LLC (d/b/a US Light Energy) as Borrower’s counsel in $115 million portfolio financing and sale of 102 MW of community solar PV projects in New York to private equity group.
  • Representing Standard Solar, Inc., in acquisition of solar and battery storage projects in Maine, Maryland, Illinois, Texas, Massachusetts, New York, Washington, D.C. and Oregon.
  • Represented BlueWave Solar, LLC in preparing and negotiating $12 million financing and acquisition agreement for solar PV project under development in Massachusetts under the SMART program.
  • Represented LS Power in connection with a 12.5 MW solar PV generating project in the Town of Babylon, Suffolk County, New York.
  • Represented Big Green Solar, LLC in the acquisition, development, and financing of eight rooftop solar power projects on the campus of Dartmouth College in Hanover, New Hampshire.
  • Advised Cypress Creek Renewables in the development, permitting, siting, tax structuring, and financing of a brownfield solar PV project located on a landfill in Amherst, MA. The transaction represented one of the first alternative on-bill credit (AOBC) sales agreements under the Massachusetts SMART Program.
  • Represented Cornell University in connection with the development of three solar PV projects in New York.
  • Represented Grid Energy Services, LLC in connection with the development, permitting, construction, financing, and sale of power from an approximately $12 million combined heating and power (CHP) project to be located at the Greater Baltimore Medical Center campus in Baltimore, Maryland.
  • Represented Royal Bank of Scotland, as lender, in connection with the financing of a 100-million- gallon per year ethanol plant.
  • Represented Credit Suisse, as lender, in connection with an approximately $1.165 billion senior loan, revolving credit facility, and structured gas hedge for acquisition by American National Power, Inc., as borrower, of the 632 MW Coleto Creek coal-fired generating facility in Goliad County, Texas.
  • Represented EnterSolar, LLC in connection with development of several distributed energy resource solar projects in New York, including Halfmoon and Westchester, NY.
  • Represented EDF Renewables, NA in the development and financing of three solar PV energy projects in Maine.
  • Represented Ameresco, Inc. in development and financing of a solar PV energy canopy project in Westchester County, New York.
  • Represented Dynegy Power in $170 million financing of the 485 MW CoGen Lyondell power generating facility in Texas.
  • Represented Dynegy in the acquisition and financing of an indirect interest, through Michigan Power Partners, LLC of the Ludington, Michigan gas-fired generating facility.
  • Assisted multistate commercial client in structuring and negotiating a "contract for differences" virtual power purchase arrangement for a large-scale solar project, including mitigating basis risk associated with location of project in a different regional transmission organization than customer loads.
  • Represented PP Asset Management, LTD, a foreign private equity fund, on a $50 million U.S. solar project portfolio acquisition.
  • Represented client in the acquisition of wind farm in California.
  • Represented the Coalition of Renewable Energy Users and Developers (CORE), a coalition of businesses, universities, and renewable energy project developers, on regulatory, legislative, and policy matters under New York’s Value of Distributed Energy Resources (VDER) program.
  • Represented Tenaska, Inc. in connection with the financing of approximately 75 miles of electric interconnection and transmission facilities to provide power to electric cooperative from a 1220 MW gas-fired generating plant in Pittsburg County, Oklahoma.
  • Structured/negotiated a $100 million securitized capital lease transaction in connection with financing and construction of a 1200-room student dormitory for Bethune-Cookman University, a private tax-exempt university.
  • Represented developer of a combined heating and power system (CHP) at a University of Maryland Hospital System, including structuring demand response sales into the PJM Regional Transmission Organization.
  • Represented Union Bank of California, N.A. as lender to Aquila, Inc. and administrative agent for bank syndicate on a $100 million working capital facility and $125 million secured revolving credit facility.
  • Represented CalEnergy Company in its $8 billion merger with MidAmerican Energy Company.
  • Represented Dynegy Inc. in the $255 million sale of 11 West Coast cogeneration projects to El Paso Corporation.
  • Advised Transbay Joint Powers Authority on energy issues in connection with development of first high-speed electric rail in the U.S. running from San Francisco to Los Angeles, California.
  • Represented Allegheny Energy Supply in negotiating a 15-year tolling agreement for financing construction of a $225 million Greenfield power plant.
  • Structured/negotiated an emissions allowance trading agreement for Credit Suisse in connection with a $144 million Term B acquisition financing. The structure allowed for operational flexibility of the plant while complying with the European Community (EC) scheme for greenhouse gas emissions.
  • Represented Falcon Seaboard Resources, Inc. in the development, permitting, and financing of its North Country Gas Pipeline project located in upstate New York.
  • Represented Falcon Seaboard Resources, Inc. in the financing of its approximately 240 MW gas-fired power generating facility in Saranac, New York.
  • Represented 16 New York power plant owners in the landmark $9 billion Master Restructuring Agreement involving the restructuring, buyout, and buydown of their 39 power purchase contracts with Niagara Mohawk Power Corporation.
  • Represented Credit Suisse First Boston in negotiating and structuring an approximately $400 million subordinated loan and security agreement with Boston Generating, LLC as borrower for the financing of the 807 MW Fore River, 576 MW Mystic Station, and 1614 MW Mystic 8&9 power generating facilities in Massachusetts.
  • Structured and negotiated joint venture between Credit Suisse and Glencore International to create new trading platform for structured petroleum products and financial derivatives.
  • Represented Dynegy Inc. in its acquisition of Illinois Power Company.
  • Represented El Paso Merchant Energy, a unit of El Paso Corporation, in its sale of the company's portfolio of approximately 25 domestic power generation facilities in California, New York, Arizona, Texas, and Massachusetts. Assisted El Paso in preparing offering materials and due diligence analysis, structuring the bidding process, and evaluating bids for the portfolio.
  • Represented Allegheny Energy Supply in $400 million sale of its Western trading portfolio to Goldman Sachs.
  • Represented York County, Pennsylvania Municipal Solid Waste Authority in construction, financing, and sale of power from its Municipal Solid Waste and Recovery Facility.
  • Represented Lancaster County Municipal Solid Waste Authority in refinancing of its municipal solid waste recovery facility.
  • Represented Merrill Lynch's energy and trading division, including negotiating a $4 billion power sales agreement and associated hedge arrangements with California Department of Water Resources.
Latest Updates in Energy Infrastructure Project Development & Finance
View All
Representative Experience
  • Served as counsel for the Liquidating Trustee in the Chapter 11 bankruptcy of Power Company of America. Litigated the precedent-setting issue before the U.S. Court of Appeals for the District of Columbia of the competing federal preemption rights of the bankruptcy courts versus FERC.
  • Represented the senior secured creditors on the Board of New Pacific Ethanol Holding Company as equity owners of the assets of Pacific Ethanol Company (PEIX) following emergence from bankruptcy.
  • Represented Allegheny Energy Company in Enron bankruptcy proceedings against claims for approximately $30 million. Settled all claims for approximately $11 million, which included retaining Enron's collateral and allowing for release of Allegheny's operating reserves.
  • Represented El Paso Electric Company in successfully obtaining regulatory "rate paths" for emerging from Chapter 11.
  • Represented MidAmerican Energy Company as creditor in the bankruptcy of the California Power Exchange.
Latest Updates in Bankruptcy & Creditors' Rights