Kyle Hermanson and Nate Hoeppner of Invenergy discuss build-transfer transactions (BTAs) in the renewable energy industry, including types of utilities interested, financing, ownership, and operations of projects. They also delve into recent legislative changes and challenges in the BTA world, contractual protections, and the future of the BTA structure in renewable energy.
Build-transfer transactions (BTAs) involve the sale of the entire bundle of assets representing a renewable energy project to utilities, allowing them to own and operate their own fleet of renewables without relying on third-party operators.
BTAs involve complex negotiations between developers and utilities, with discussions on the allocation of risks, compliance with prevailing wage and apprenticeship requirements, and adjustments to address market changes and industry maturity.
Deep dives
Overview of Build Transfer Agreements (BTAs)
Build Transfer Agreements (BTAs) are a subset of the market that have gained popularity in the renewable energy industry. In contrast to historical Power Purchase Agreements (PPAs), where the developer sells electricity to the off-taker, BTAs involve the sale of the entire bundle of assets representing the renewable energy project to the off-taker. This structure is often favored by regulated utilities looking to own long-term renewable energy assets and rate base their ownership through state commissions. In BTAs, the developer takes on operating risk, credit risk, and other exposures associated with a 15 to 30 year commitment. The developer agrees to build the power plant according to the off-taker's specifications, and the off-taker is obligated to purchase the project upon meeting certain conditions.
Benefits of BTAs for Utilities
Utilities are increasingly interested in BTAs as they seek to own and operate their own fleet of renewables. By acquiring turnkey ready projects through BTAs, utilities can autonomously operate their own fleet of renewable energy assets without relying on third-party operators. This approach allows utilities to save on premiums paid for third-party operations and financing costs. It also provides utilities with the flexibility to own and operate their projects for the next 15 to 25 years, rather than going through a lengthy development cycle or trying to acquire projects through other means. The BTA structure offers utilities an efficient route to ownership and the opportunity to build up their renewable energy fleet.
Flexibility and Challenges in BTA Negotiations
BTAs involve complex negotiations between developers and utilities. The structure of BTAs can vary depending on the utility's preferences and internal processes. Some utilities prefer to make progress payments and take ownership early in the construction process, while others prefer to make a large payment at substantial completion. The negotiations often include discussions on the allocation of risks, such as supply chain delays and changes in tariff rates. Prevailing wage and apprenticeship requirements have become a significant consideration post IRA (Inflation Reduction Act), leading to discussions on compliance and the documentation needed to satisfy these requirements. Despite the challenges, BTAs continue to evolve based on market changes, with developers and utilities adjusting structures and agreements to address uncertainties and adapt to the industry's growing maturity.
Kyle Hermanson and Nate Hoeppner of Invenergy join us to discuss build-transfer transactions (BTAs), why they are attractive to utilities, how the Inflation Reduction Act has affected the BTA market, what risks they entail, and what the future holds for these transactions.
Norton Rose Fulbright will be providing an in-depth webinar on build-transfer transactions in the new year. Subscribe to our Project Finance mailing list on www.projectfinance.law to receive updates and webinar notifications.
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