Jocelyn E. Lavallo

Partner

Overview

Jocelyn E. Lavallo is a partner and a business lawyer at Foley & Lardner LLP. Jocelyn's practice focuses on the financing, development, purchase and sale of energy and infrastructure projects, with a primary concentration on solar, wind and energy storage transactions in the United States. She regularly represents financial institutions and developers in a variety of complex project financings, including construction and term debt financings, partnership flips, sale/leasebacks and asset acquisitions and sales.

Jocelyn has led numerous financing transactions involving utility solar and wind projects (ranging from 1 MW to 550 MW) and several hundred commercial distributed generation solar projects, including several solar+storage projects. She has also advised clients in the development of financing programs for new technologies, including LED lighting, fuel cells and combined heat and power plants (CHP). In addition to her financing experience, Jocelyn has extensive experience with drafting and negotiating EPC contracts, equipment supply contracts and operations and maintenance agreements for renewable energy projects.

Jocelyn has a deep understanding of power purchase agreements, net metering credit purchase agreements, construction and maintenance contracts, state REC contracts and other project documents and is the author of the comprehensive “C&I Solar Due Diligence Review Manual for Tax Equity Transactions,” available here: https://www.foley.com/en/insights/publications/2019/02/commercial--industrial-solar-due-diligence-review

Prior to joining Foley, she was counsel in the project finance group at a global law firm in New York City.

Representative Matters

Solar, Wind and Storage Transactions:

  • Represented lead arranger, lender, collateral agent, administrative agent and issuing bank on an approximately $185 million construction, tax equity bridge and back-leverage loan facility that included a sponsor equity bridge loan and letter of credit facility for a 135 MW solar project located in North Carolina. This project included revenue from corporate PPAs and merchant sales, as well as a PJM capacity insurance policy.
  • Represented seller in the sale of a 67 MW solar farm in Madera County, California.
  • Represented borrower in a $50 million construction, back leverage loan and letter of credit facility for a 20MW utility solar project located in California. We also represented the developer in a tax equity financing of the same project. This project included bi-facial panel technology.
  • Represented various buyers and sellers of over a dozen portfolios of distributed generation solar and storage projects located in Massachusetts, California, New York, Minnesota, Rhode Island and Colorado.
  • Represented various tax equity investors in dozens of partnership flip financings, most of which included construction and back leverage loans, most recently for: (i) a 100 MW solar project in the Antelope Valley in California with a CCA offtaker, (ii) a 20 MW solar project in the Antelope Valley in California, (iii) a 20 MW solar project in Imperial County, California, (iv) three utility projects in Virginia totaling over 40 MWW, (iv) a 20 MW solar project in Long Island, New York, (v) a portfolio of small utility solar projects in California totaling 12 MW, (vi) a large portfolio of C&I and community solar projects located in North Carolina and Colorado, (vii) various commercial distributed generation solar assets in Maryland and (viii) three solar projects in California totaling approximately 180 MW.
  • Represented various tax equity investors in numerous sale/leaseback transactions with various solar developers involving over a dozen utility solar projects (1-20 MW each) in Arizona, New Mexico, Mississippi, Tennessee, Georgia, California, Maryland, North Carolina and Colorado, including most recently: (i) two utility projects in California, (ii) a 10 MW solar project with a CCA offtaker, (iii) a 20 MW portfolio of carport projects in California, (iv) an 18 MW portfolio of utility projects on a landfill in Maryland, (v) a 30 MW solar project in Colorado and (vi) a 20 MW solar project in Tennessee, many of which included syndication to other banks.
  • Represented various tax equity investors in numerous sale/leaseback transactions with various solar developers involving over 200 distributed generation solar projects located at big box stores, schools, universities and other commercial locations in Arizona, California, Massachusetts, New York, New Jersey, Colorado, Hawaii, Maryland and Connecticut.
  • Represented tax equity investor in a 2019 levered inverted lease financing of two wind farms in Oregon.
  • Represented various sponsors in construction loan, back leverage loan and partnership flip financing transactions involving (i) a 204 MW wind project in Texas, (ii) a 60 MW wind farm in Nebraska, (iii) a 106.5 MW wind farm in Montana and (iv) a 103.5 MW wind farm in Montana.
  • Represented tax equity investors in connection with a club partnership/flip transaction for a 161 MW wind project in Texas.
  • Represented major bank as lender in a $1 billion revolving credit facility for construction of a large portfolio of utility and distributed generation solar projects.
  • Represented major financing institution as lender in a back leverage loan transaction secured by multiple solar PV portfolios of a major U.S. solar company consisting of over 8,000 residential solar systems located in multiple states.
  • Represented seller in two separate sales of an ownership interest in a 550 MW solar project in Riverside County, California.
  • Represented buyers in connection with the purchase, construction loan and equity financing of a 30 MW solar photovoltaic project in Austin, Texas.
  • Represented buyer in connection with the approximately $3 billion purchase and financing of a 550 MW solar generating facility in Riverside County, California, that included a U.S. Department of Energy loan guaranty in support of the debt financing. This transaction won Project Finance Magazine's 2012 North American Solar Deal of the Year.
  • Represented investor in connection with the purchase and financing of a 31.5 MW solar photovoltaic plant developed located in Brookhaven, New York, which was awarded 2011 Best Solar Photovoltaic Project of the Year by the New York Solar Energy Industry Association (NYSEIA) and Renewable Energy Project of the Year, Reader’s Choice Award by Renewable Energy World.

Natural Gas and Other Infrastructure:

  • Represented lender in the $870 million debt financing for the construction and operation of an LNG receiving terminal in Pascagoula, Mississippi.
  • Represented U.S. developer in the $200 million acquisition and debt financing of a gas-fired electricity generation station and related natural gas exploration and exploitation licenses, pipelines and collection system in the United Kingdom.
  • Represented lender in a $210 million construction financing of a 1.2 billion lb/year propane dehydrogenation plant to produce propylene.
  • Represented lenders in a $130 million construction financing for a water treatment facility to service a 769 MW coal-fired power generation facility in West Virginia.
  • Represented lender in the financing of a 190 mile interstate natural gas pipeline.
  • Represented purchaser of equity interest in a 1,000 MW natural gas-fired, combined-cycle electric generating facility in New York.
  • Represented major financial institutions and corporations in the leveraged lease financings of large-ticket assets, including railroad rolling stock, QTE equipment and cogeneration facilities.

Pro Bono Matters:

  • Represented nonprofit organization in the development and installation of solar facilities throughout the New York and New Jersey coastal areas to be used for power supply in the event of an emergency.
  • Represented a nonprofit organization formed to create a private, collaborative forum for strategic discussion concerning integration of renewable energy projects into electric utilities’ portfolios for the benefit of the public.
  • Represented a nonprofit renewable energy company in connection with its development and installation of renewable energy projects in the State of New York.
  • Represented a Tibetan asylum seeker before the U.S. Court of Appeals for the Second Circuit. Co-authored appellate brief.

Education

Jocelyn received her law degree from Fordham University School of Law (J.D., 2005), where she was a member of the Fordham Environmental Law Journal and the recipient of the Henrietta Metcalf Prize in Contracts and the Calamari-Perillo Contracts Award. She received her bachelor’s degree in art history from Wheaton College in Massachusetts (B.A., summa cum laude, Phi Beta Kappa, 1999).

Admissions

Jocelyn is admitted to practice in Maine and the State of New York. She is a member of the American Bar Association, the New York State Bar Association and the Maine State Bar Association.

Capabilities