ROBERT G FITZGIBBONS, JR.

Transcription

1 ADVISER PROFILE NAME: POSITION: LOCATION: EXPERIENCE: NATIONALITY: ROBERT G FITZGIBBONS, JR. Senior Counsel Bangkok, Thailand Over 30 years American CURRICULUM VITAE Membership in Professional Societies: Member, District of Columbia and Illinois State Bars Key Qualifications Rob Fitzgibbons has practiced for over thirty years specializing in the strategic, legislative, contractual, and regulatory issues associated with the electric power and natural gas industries, large infrastructure projects, the encouragement of the use of renewable resources; most notably with regard to the drafting of legislation, strategic planning for sector restructuring, economic regulation of electric power services, alternative dispute resolution and construction arbitration, infrastructure project development and financing, independent power procurement, power pooling and the sales and acquisitions of electric power plants. Education J.D., cum laude, Georgetown University Law Center B.A., magna cum laude, Distinction in Economics, Colby College Employment Record DFDL, Bangkok, Thailand July 2007 Present Senior Counsel Project development counsel for multiple IPP companies and an equity investment fund which focuses on renewable energy projects it their IPP project development efforts throughout Southeast Asia. Lead lawyer representing IPP in arbitration initiated to obtain contractual relief due to payment defaults by its steam and power off-taker. Apart from IPP project development related work, Mr Fitzgibbons advises foreign governments, foreign utilities and international institutions regarding inter-country power pooling and cross border power trading, power sector restructuring, power sector legislation and power sector regulatory reform. McEVILY & COLLINS, Bangkok (2003 to May 2007) Partner HUNTON & WILLIAMS (THAILAND) LIMITED, Bangkok & Hong Kong (2001 to 2003) Partner Excellence. Creativity. Trust Since th Floor, The Dusit Thani Building 946 Rama IV Road, Silom BANGKOK Thailand B A N G L A D E S H C A M B O D I A I N D O N E S I A * L A O P. D. R. M Y A N M A R * S I N G A P O R E T H A I L A N D V I E T N A M * In collaboration with local partners t: f: e: Thailand@dfdl.com

2 ELECTRICITY GENERATING AUTHORITY OF THAILAND ( ) Legal Adviser HUNTON & WILLIAMS ( ) Partner U.S. FEDERAL ENERGY REGULATORY COMMISSION ( ) Associate General Counsel Awarded Meritorious Service Award for outstanding U.S. government service SUBCOMMITTEE ON ENERGY CONSERVATION AND POWER, ENERGY AND COMMERCE COMMITTEE, U.S. House of Representatives ( ) Associate Republican Counsel ISHAM, LINCOLN & BEAL ( ) Associate Relevant Papers, Publications and Presentations Accessing Lower GMS Energy Markets: The Role of Private Investment, presentation at the US Embassy Sponsored Energy Conference, Phnom Penh, Cambodia (September 2009) Regulatory Framework(s) for Power Trading Within the Greater Mekong Sub-region, presentation at the Mekong Power Submit, Ho Chi Minh, Vietnam (June 2009) Further Chinese Power Sector Reforms Require Revision of the Electric Power Law, paper presented at international conference sponsored by World Bank and PRC State Electricity Regulatory Commission, Beijing, China (September 2003) The Future Role of Long-term Power Purchase Agreements In Power Project Development, paper presented at Power & Gas Asia 2003, Bangkok, Thailand (April 2003) Consistency of FM Risk Allocation under EGAT IPP PPAs with International Project Finance Standards, report prepared on behalf of the Electricity Generating Authority of Thailand. (May 2002) Adapting Power Purchase Agreements in the Transition to Competitive Markets, paper presented at Conference on Private Participation Within Reforming Power Markets in China, Beijing, China (Nov 2001) Challenges Facing Independent Power Projects and the Chinese Power Sector, co-authored with the World Bank (August 1999) Lessons Learned from the Thai Economic Crises for Independent Power Projects in China, presented at Chinese Power Sector Symposium on Independent Power Projects, Beijing, China (June 1999) Shanghai Municipal Electric Power Company Restructuring Strategy and Reform, co-authored with the International Resources Group (January 1998) Power Sector Regulation In A Socialist Market Economy, co-authored on behalf of the Ministry of Electric Power and the World Bank with London School of Economics and the National Economic Research Associates (May 1996) China Power Sector Reform: Toward Competition and Improved Performance, co-authored with the World Bank and National Economic Research Associates (September 1994) Institutional and Financial Restructuring of the Jordanian Energy Sector, co-authored with International Resources Group (June 1994) China Power Sector Reform Diagnostic Report Options for Legal and Regulatory Framework (May 1993) Proposal for a Pakistan National Electric Regulatory Authority, co-authored with International Resources Group and Putnam Hayes & Bartlett, Inc. (December 1992) 2

3 Power Purchase Agreements and Other Prerequisites for a Successful Private Power Project, paper presented at Conference on Private Sector Participation in the Guatemalan Power Sector, Guatemala City, Guatemala (September 1991) Details of Major Projects Undertaken Focus on Renewable and Sustainable Energy Resource Development SOUTHEAST ASIA AND CHINA Asian Equity Investment Fund Focusing on Clean Energy Power Generation Projects. Serves as lead project lawyer for the FE Clean Energy Equity Investment Fund and its investments in cogeneration and renewable energy projects throughout Southeast Asia and China. Projects have included biomass and ethanol projects in Thailand, a hydro project in the Peoples Republic of China, a biomass project in Singapore and an ethanol project in the Philippines. Regional Biomass Project Development Companies Serves as project counsel for the regional subsidiaries of a European biomass project development company developing such projects in Thailand, Lao PDR, Vietnam and China. In this capacity, Mr Fitzgibbons has prepared model transactional documents for related EPC Contracts, Operations and Maintenance Agreements and both options and sales agreements for Certified Greenhouse Gas Emission Reduction Credits. Thai Solar Project Development Company Prepared model EPC contract for the construction and installation of solar projects to be developed within Thailand. INDONESIA Advised the World Bank on the viability of power purchase agreement that is intended to serve as the model power purchase agreement for power sales from geothermal power plants to be funded, in part, using World Bank provided financing. Similar assistance has most recently been provided to FE Clean Energy on a geothermal power production plant being developed in Arizona in the United States. NEPAL Kapela-A Government of Nepal Mr Fitzgibbons served as legal advisor to the Government of Nepal for the solicitation of sponsors for the Kapela-A hydroelectric project. In this capacity, he has drafted the model concession agreement and advised the Government of Nepal regarding the solicitation package and the model power purchase agreement. CHINA Wind Power Projects State Economic & Trade Commission Represented the State Economic & Trade Commission and multiple provincial power companies on the development of transaction documents (including the power purchase agreements) to support wind power projects. UNITED STATES While serving as the Associate General Counsel for the Federal Energy Regulatory Commission, Mr Fitzgibbons served as the lead lawyer responsible for the implementation of the federal government s implementation of the federal government program to encourage the development of cogeneration and the use of renewable energy resources. Focus on Independent Power Projects THAILAND/LAO PDR HYDROPOWER PROJECTS Nam Ngum 3-Project Sponsors Project Counsel for consortium of project sponsors developing the 440 MW Nam Ngum 3 hydroelectric power project in Lao PDR. Mr Fitzgibbons is responsible for the drafting and negotiation of all project documentation, including the joint venture development agreement, shareholder agreements, tariff memoranda of understanding with the Electricity Generating Authority of Thailand (EGAT), the power purchase agreements with EGAT, the concession 3

4 Focus on Independent Power Projects agreement with the Government of Lao PDR and all contractor arrangements, including the EPC and O&M agreements. Once this project documentation is completed, Mr Fitzgibbons will serve as the lead lawyer for the debt financing of this project. Greenfield Independent Power Project GMS Power Company Represents private Thai independent power company regarding its green field independent power project development activity throughout the greater Mekong region. In this capacity, Mr Fitzgibbons is serving as project counsel for a 6,000 MW hydroelectric power plant in Myanmar, three hydroelectric power projects in Lao PDR and a hydroelectric project in Cambodia. Mr Fitzgibbons is responsible for the drafting and negotiation of all project documentation, including the joint venture agreements, shareholder agreements, tariff memoranda of understanding, the power purchase agreements and all contractor arrangements, including the EPC and O&M agreements. Mr Fitzgibbons is also intimately involved in this efforts of this company to develop additional gas fired combined cycle power plants in Thailand. Nam Theun 2 Hydropower Project-Electricity Generating Authority of Thailand. Lead lawyer representing EGAT regarding the negotiation of (i) what is generally perceived as an unduly complex power purchase agreement (and related schedules) of almost 800 pages for the Nam Theun 2 Hydroelectric Project, and (ii) related project documentation to which EGAT became party. The related project documentation had to address certain issues specific to cross-border power transactions, including the agreement between EGAT and the Government of Lao PDR ( GOL ) required to coordinate their exercise of their respective rights to acquire the project under certain circumstances, the agreement by which EGAT subordinates its security interests as to the secured interests of project lenders and the consent of EGAT to the assignment of the power purchase agreement to project lenders. THAILAND AND THROUGHOUT ASIA INDEPENDENT POWER PROJECT DEVELOPMENT Privatization of the 3,600 MW Ratchaburi Power Station Electricity Generating Authority of Thailand. Lead lawyer representing EGAT in its award winning sales of its 3,650 MW Ratchaburi Power Station (Project Finance Deal of the Year 2000 and Asia Public Offering of the Year 2000) which included the largest public offering of shares in the history of the Stock Exchange of Thailand and the largest project financing facility to date in Thailand. Mr Fitzgibbons prepared and negotiated the core transaction documentation, (asset purchase agreement, power purchase agreement and major operations and maintenance agreement), managed the process by which legal due diligence was conducted by prospective purchasers and prepared all required legal responses to due diligence inquiries. PEOPLE S REPUBLIC OF CHINA Power Project prerequisites WB & Ministry of Electric Power Advised the World Bank and Ministry of Electric Power on the commercial and contractual prerequisites for successful private power projects. Tuoketuo Power Plant Project Tuoketuo EPC & North China PGC Represented the Tuoketuo Electric Power Company and the North China Power Group Company in the negotiation of the power purchase agreement for the Tuoketuo power plant in Inner Mongolia on the development of transaction documents (including the power purchase agreements) to support wind power projects. PAKISTAN Model documents Government of Pakistan Led the team of lawyers which advised the Government of Pakistan (GOP) on the development of independent power projects. This effort included the development of model project transaction documents (including the model implementation agreement and power purchase agreement) and the negotiation of project specific documentation. INDONESIA Power Purchase Agreements World Bank Advised the World Bank on the contractual relief available to PLN due to the economic crises in Indonesia under the 4

5 Focus on Independent Power Projects multiple power purchase agreements which PLN has executed with independent power producers. INDIA 1000 MW Mangalore Power Plant China Light & Power Represented China Light & Power in the negotiation of the power purchase agreement of the 1000 MW power plant in Mangalore, State of Karnataka, India. INDEPENDENT POWER PROJECT DEVELOPMENT Int l Bank for Reconstruction & Development World Bank Assisted in the development of the World Bank model guidelines, procedures and criteria for competitive electric power solicitations. FOCUS ON ELECTRIC POWER REGULATION AND REGULATORY REFORMS UNITED STATES Regulation & Licensing Federal Energy Regulatory Commission Served for over three years as the Associate General Counsel for electric power regulation and the licensing of hydroelectric power plants at the Federal Energy Regulatory Commission. In this capacity, Mr Fitzgibbons managed the legal departments responsible for the regulation by the federal government of wholesale power transactions, interstate transmission service, power pooling arrangements and the corporate and financial activities of US electric utilities. Mr Fitzgibbons was awarded the Meritorious Service Award for his formulation of regulatory reforms designed to enhance competition within wholesale power markets, market based pricing for wholesale power transactions, competitive solicitations for new power generation capacity and the mergers and corporate reorganizations of US electric utilities. VIETNAM Licensing Electric Regulatory Authority Assisting the Electric Regulatory Authority of Vietnam to prepare licenses to be issued to the different types of power sector enterprises to be created to disaggregate the electricity activities of generation, transmission, bulk power supply, distribution and retail power supply. NEPAL Electricity Act Government of Nepal Advised the Government of Nepal on the regulations required to implement the Electricity Act and to establish the National Electricity Commission. Work includes preparation of all relevant regulations. PEOPLE S REPUBLIC OF CHINA Framework Government of China & World Bank Represented the Chinese government and the World Bank on the revisions that are required to be made to the Electric Power Law to improve the legal and regulatory framework for the Chinese Power Sector. Chinese Power Sector Ministry of Electric Power & World Bank Represented the Ministry of Electric Power and the World Bank in the mid-1990s on the development of the legal and regulatory framework for the Chinese Power Sector. Co-authored the Ministry of Electric Power s 1996 Report entitled, Power Sector Regulation In a Socialist Market Economy. JORDAN Framework Government of Jordan The work performed on behalf of the Government of Jordan on reorganizing and institutionally strengthening Jordanian energy sector included recommending a legal and institutional framework for effective regulation of the energy sector. 5

6 FOCUS ON ELECTRIC POWER REGULATION AND REGULATORY REFORMS PAKISTAN Framework Government of Pakistan Chief lawyer responsible for designing the structure and functions of the regulatory authority for the Pakistani power sector and advised the Government of Pakistan on the development of a regulatory regime and comprehensive legislation for the country's natural gas industry. FOCUS ON LEGISLATIVE EXPERIENCE UNITED STATES Legislative Counsel US Government Served as legislative counsel to the Republican members of the Subcommittee of Energy Conservation and Power of the Energy and Commerce Committee of the US House of Representatives. In this capacity, Mr Fitzgibbons handled the preparation and enactment of laws regarding energy conservation, including appliance efficiency standards, shared savings investment programs, the extension of daylight savings time, tax incentives for conservation measures, utility conservation programs, renewable energy and cogeneration projects and the federal budget for conservation programs. SAUDI ARABIA Draft Legislation Kingdom of Saudi Arabia Government & World Bank Advised Government of the Kingdom of Saudi Arabia and the World Bank regarding improvements able to be made to draft electricity legislation to better define the intended long term competitive structure of and to establish an effective legal and regulatory framework for the Saudi power sector. VIETNAM Legislation Ministry of Industry & Electricity Authority of Vietnam Represented the Ministry of Industry and the Electricity Authority of Vietnam in the development of Electricity Law and subsidiary legislation to establish a legal and regulatory framework for the Vietnamese power sector. PEOPLE S REPUBLIC OF CHINA Electric Power Law Government of China & World Bank Represented the Chinese government and the World Bank on the revisions to the Electric Power Law that are required to support implementation of regional and provincial competitive power pools. Authored a paper on behalf of the World Bank entitled Further Chinese Power Sector Reforms Require Revision of the Electric Power Law. Framework Ministry of Electric Power & World Bank Represented the Ministry of Electric Power and the World Bank on the development of the legal and regulatory framework for the Chinese Power Sector. Co-authored the Ministry of Electric Power s 1996 Report entitled, Power Sector Regulation In a Socialist Market Economy. CAMBODIA Legislation Ministry of Industry Mines & Energy Represented the Ministry of Industry Mines & Energy on developing comprehensive legislation for the regulation of the Cambodian Power Sector. Represented the Ministry of Industry Mines & Energy on the drafting of the legislation by which EDC became corporatized. PAKISTAN Legislation Government of Pakistan Chief lawyer responsible for designing the structure and functions of the regulatory authority for the Pakistani power sector. Responsibilities included leading the team of lawyers which drafted the implementing legislation to create the national electric power regulatory authority. 6

7 Focus on Sector Restructuring, Commercialization & Privatization THAILAND Ratchaburi Power Complex EGAT Served as a strategist and lead legal advisor and negotiator to EGAT on the structuring and sale of the Ratchaburi Power Complex. The transaction included the largest public offering of shares in the history of the Stock Exchange of Thailand and the largest project financing facility in Thailand. This transaction received multiple awards, including Privatization International - Asia Public Offering of the Year 2000; IFR Asia Award Review of the Year Thailand Capital Markets 2000; and IFR Asia Award Review of the Year Project Finance Loan EGCO EGAT Served as key strategist and lead legal advisor and negotiator for EGAT s sale of a fifteen percent ownership interest in the Electricity Generating Public Company Limited (EGCO) to China Light & Power International. Transaction awarded Privatization International - Asia Private Sale of the Year Khanom Power Plant EGCO One of the two lead lawyers who represented EGCO in its acquisition of EGAT's 824 MW of the Khanom Power Plant in Thailand. Served as lead lawyer for the preparation and negotiation of the core project documents (asset purchase agreement, the power purchase agreement and the major maintenance agreement) and manager of legal due diligence investigation. GREATER MEKONG SUB-REGION Power Trading ADB Advised the countries within the Greater Mekong Sub-region on a number of ADB sponsored projects to develop the institutional and contractual arrangements for regional power trading between Southern China, Myanmar, Thailand, the Lao PDR, Vietnam and Cambodia. PHILIPPINES NAPACOR PSALM Advised PSALM regarding revisions required to regulations proposed to govern privatization of NAPACOR transmission and generation assets. VIETNAM Bulk Power Markets Electricity Regulatory Authority Advising the Electricity Regulatory Authority of Vietnam regarding the legal aspects of the implementation of competitive generation and bulk power markets, including the contractual mechanisms for integrating long term power purchase agreements into such markets consistent with the intended equitization of government owned power plants. EVN Ministry of Industry and the Electricity Authority Participation in a study for the Ministry of Industry and the Electricity Authority of Vietnam on the measures required to restructure and commercialize the operation of EVN distribution activities. PEOPLE S REPUBLIC OF CHINA Legal Reform Ministry of Electric Power & World Bank Served as advisor to the Ministry of Electric Power and the World Bank on the options for structural, corporate and legal reform for the Chinese power sector. Implementation Plan Shanghai Municipal Electric Power Company Advised the Shanghai Municipal Electric Power Company in forming an implementation plan for the restructuring and privatization of its electric power generation assets, and Reforms Henan Provincial Electric Power Company Advised the Henan Provincial Electric Power Company on structural, legal and regulatory reforms for the provincial electric power sector to encourage commercialization, competition and improved operational efficiency. 7

8 Focus on Sector Restructuring, Commercialization & Privatization BANGLADESH Restructuring & Commercialization Government of Bangladesh Member of team of consultants advising the Government of Bangladesh regarding the measures required to restructure and commercialize operation of one of the government owed distribution companies. PAKISTAN Water & Power Development Authority Government of Pakistan Headed the team of lawyers advising the Government of Pakistan on privatization of the Water and Power Development Authority. This effort included the formulation of a strategic plan for the electric power sector and the design of an electric power regulatory regime. Faisalabad Area Board Government of Pakistan Lead lawyer on team of consultants advising the Government of Pakistan regarding the commercialization of the Faisalabad Area Board in anticipation of its privatization. JORDAN Reforms Government of Jordan Served as chief lawyer on team advising the Government of Jordan on reorganizing and institutionally strengthening Jordanian energy sector. This work included assessing the options for restructuring the power industry, and identifying ownership and institutional reforms necessary to encourage commercialization, and determining the legal impediments to recommended power sector reforms. EGYPT Structures Egyptian Electricity Authority Headed the team of lawyers and technical consultants assessing alternative commercial and legal structures available to support commercialization of the Egyptian Electricity Authority. Languages: Speaking Reading Writing ENGLISH Excellent Excellent Excellent BANGLADESH DHAKA Bangladesh@dfdl.com CAMBODIA PHNOM PENH Cambodia@dfdl.com INDONESIA JAKARTA Indonesia@dfdl.com LAO P.D.R. VIENTIANE Laos@dfdl.com MYANMAR YANGON Myanmar@dfdl.com SINGAPORE SINGAPORE Singapore@dfdl.com THAILAND BANGKOK Thailand@dfdl.com PHUKET Phuket@dfdl.com SAMUI Samui@dfdl.com VIETNAM HANOI Hanoi@dfdl.com HO CHI MINH CITY Hcmc@dfdl.com