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JIPYONG LLC

Industry

Energy, Resources & Infrastructure

As the energy, resources, and infrastructure sectors require comprehensive and specialized legal, industrial, and regional expertise, Jipyong has organized a special team of experts in the fields of energy industry, finance, M&A, project finance, foreign investment, and tax practices. We advise on a wide spectrum of matters encompassing the energy industry, including renewable energy sources such as solar, wind, ESS, and fuel cells, primary energy sources such as coal and nuclear, electricity markets and emissions trading schemes, and overseas resource development, in order to provide tailored legal advice and optimized solutions to meet the needs of various clients, including financial investors (FI), strategic investors (SI), and regulatory authorities.

Since the rapid rise in the mid-2000s of public and private power generation businesses utilizing renewable energy sources, Jipyong has advised SI and regulatory authorities on the full range of regulatory approvals and permits required from the development to the operation of electricity generation businesses using renewable energy sources, including wind, solar power, biomass, and fuel cells. Our advice and services range from main equipment purchase and O&M agreements to engineering, procurement, and construction (EPC) agreements and the operation of the electricity market. We also advise domestic and overseas financial institutions on project financing and equity investments related to renewable energy-based electricity generation businesses.

We advise on various issues that may arise not only in the renewable energy business but also in the traditional power generation business, such as coal, LNG, nuclear power, and cogeneration, from the early stage of submitting a letter of intent to reflecting the basic power supply plan, power generation business license, approval of the implementation plan, construction, and commencement of commercial operation. We also act as legal counsel for financing under the Overseas Resources Development Business Act and are experienced in advising on various overseas resource development investments, from the establishment of overseas resource development investment companies to investments in the fields of oil, gas, and minerals. Through our accumulated experiences in advising on the entire business cycle in the traditional and non-traditional energy industry, we always strive to provide practical legal advice and solutions to our clients.

With the assistance of our Korean and foreign attorneys and accounting and finance experts stationed in our overseas offices in Shanghai, Moscow, Ho Chi Minh City and Hanoi, Jakarta, Phnom Penh, Vientiane, and Yangon, we are able to ensure the delivery of seamless cross-border services and solutions according to each territory’s specific laws and business practices. Through our close overseas network, we also provide customized services, taking into account the characteristics of the unique legal system and practices of each territory.

Key Practice Areas Close

    EnergyㆍInfra InvestmentㆍM&A 
    • Advised on investment and M&A in renewable energy generation projects such as solar, wind, fuel cells, etc.
    • Advised on investment in collective energy projects and cogeneration projects
    • Advised on project financing of renewable energy power generation projects

    Business License and Contracts
    • Advised on various licenses related to development, including power generation business licenses, approval of implementation plans and permission for development
    • Advised on licenses regarding government affairs of competent authorities and local governments
    • Advised on the supply and purchase of generation facilities such as wind turbines (TSA) and EPC agreement
    • Advised on the O&M, LTSA for renewable energy power plants 

    EnergyㆍCredit Transactions
    • Advised on the direct power transaction in response to RE100 (direct PPA advisory, etc.)
    • Advised on transactions for renewable energy certificates (REC) and greenhouse gas emission credits (CERs, etc.)
    • Advised on the direct import of natural gas

    Energy PolicyㆍLegislation
    • Advised on the electricity and gas rate system
    • Advised on energy-related policy on gas and electricity transactions, legislation, and government affairs

Experience Close

    Featured Deals
    [Advised on Restructuring of Funding Structure and Investment for Power Generation Business Entities]
    • Represented the Korea Development Bank, the KDB Infrastructure Asset Management Company and the Korea Investment Securities on their legal due diligence (LDD) on the restructuring of the funding structure (converted to a Hold Co structure) for 35 power generation business entities (47 power plants with a capacity of 46 MW)
    • Advised on a project financing worth KRW 112 billion and setting up public and private loan funds 
    • Advised on the listing of public funds

    [Acquisition of Unison]
    • Advised the PEF in which Samchully Asset Management is GP on its acquisition of shares and convertible bonds in Unison
    • Advised on the legal due diligence, negotiation, and execution of contracts

    [Long-Term Engineering Agreement (LTEA) for UAE nuclear power plant]
    • Advised the KEPCO E&C on the plan, terms and conditions for proposed bidding, request for proposals, for review of LTEA and execution of related subcontracts 

    [GS Yeongyang Wind Power (Y1, Y2 , and Y3 Complexes)]
    • Advised on the negotiation of Turbine Supply Agreements (TSA) and Full Service Agreements (FSA)
    • Advised Korea Development Bank on KRW 174 billion refinancing of GS Yeongyang Wind {ower and energy storage system (ESS) projects

    [Southwest Offshore Wind Project]
    • Advised the Korea Offshore Wind Power on its business operation and various business contracts (EPC, renewable energy certificate (REC) purchase agreements, maintenance and repair agreements and shareholders’ agreements) and financial agreements related to the Southwest Offshore Wind Project

    [Acquisition of 460 MW wind power plant in Texas, USA]
    • Advised KEPCO and Sprott Korea on its acquisition of 460MW wind power plant located in Texas, USA 
    • Reviewed the LDD and Tax Equity agreements as well as major business-related agreements (O&M, EPC, PPA) and advised on the SPA negotiation 

    [Acquisition of 294 MW solar power plants in Mexico]
    • Advised Sprott Korea on the acquisition of 294 MW solar power plants (3 plants) located in Mexico from Canadian Solar

    [Preliminary feasibility studies on foreign energy investments]
    • Advised Korea Development Institute (KDI) on the research on US approvals/permits and preliminary feasibility study for construction and operation of Indeck Niles Energy Center, the 1GW natural gas-fired combined-cycle power plant (CCPP) in Michigan, USA
    • Represented KDI on its preliminary feasibility study on the Nenskra Hydropower Plant Project, the hydropower generation project in Georgia, USA 

    [Foreign resource development PEFs]
    • Advised on the establishment, operations and investments of the Global Dynasty Natural Resources PEF, an overseas resources investment specialty company jointly established by Korea Investment & Securities, Barclays and LG International
    • Represented Troika Overseas Resources Development PEF on its acquisition of shares in the oil and gas fields of Bellatrix, a Canadian petroleum producer


    Wind Power 
    [Solar Power]
    • Advised Samchully Asset Management on its acquisition of Korean wind power plants 
    • Advising B.Grimm Power Public Company Limited on matters related to 36MW wind power plants located in Jeongseon, Gangwon-do 
    • Advised Meritz Securities on a bridge loan for Bongsan Wind Power 
    • Advised on matters related to foreign investment in the Saemangeum offshore wind power project 
    • Advised a Korean construction company on the negotiation and execution of the main equipment supply and EPC agreements related to the community-based participatory wind power project 
    • Advised GS E&R on matters related to Y3 wind farm agreements 
    • Advised Yeongduk No.1 Wind Power in negotiating TSA and other agreements 
    • Advised the KPMG and the Korea Development Bank on the KRW 174 billion refinancing of GS Yeongyang Wind Power’s and ESS projects 
    • Advised Do-eum San Wind Power on the negotiation of materials supply agreements relating to wind power plants 
    • Advised Geochang Wind Power on energy related regulations and ESS business 
    • Advised a foreign investor on matters related to floating wind power plants
    • Advised GS Yeongyang Wind Power and Korea Development Bank on KRW 52.1 billion PF agreement for Yeongyang Wind Power (Y2 Complex) with YGE 
    • Advised Cheongsong Norae San Wind Power on agreements related to the Cheongsong Norae San wind power project 
    • Advised Yeongyang Wind Power Project No. 2 on its acquisition and merger with Cheong-an 
    • Advised GS Wind Power on purchase agreements for wind power equipment and their operation, maintenance, and repair 


    [Overseas]

    • Advised Samchully Asset Management on its investment in US wind power portfolios 
    • Advised Korean financial institutions on their investment in solar power plants in Sweden
    • Advised the KEPCO on its acquisition of wind power plants in Texas 
    • Advised a Korean financial institution on its investment in a photovoltaic power plant in Vermont, USA 
    • Advised a Korean client on a wind power project in Argentina 



    Solar Power
    [Domestic]

    • Advised the Korea Development Bank, the KDB Infrastructure Asset Management Company, and the Korea Investment Securities on their legal due diligence for restructuring of funding structure (converted to Hold Co structure) for 35 power generation business entities (47 power plants with capacity of 46 MW), project financing worth KRW 112 billion, setting up public and private loan funds, and listing of public funds
    • Advised Yudang Solar on the construction and operation of solar power plants and ESS facility in Muan-gun, Jeollanam-do
    • Advised KEB Hana Bank on the preparation of loan agreements and EPC and O&M contracts for a solar power generation project 
    • Advised Samchully Asset Management on its acquisition of domestic solar power portfolios 
    • Advised the Korea Western Power on its acquisition of domestic solar power plant assets 
    • Advised Hyundai E&C on the 65MW solar power plant-ESS project 
    • Advised the Korea Development Bank on the refinancing of rooftop solar power projects 
    • Advised SolarConnect on the solar power P2P investment structure and establishment of fund 
    • Advised the Korea Midland Power on the PF agreement related to the acquisition of highway unused land-based solar power project 
    • Advised Korean asset management companies, securities companies, and PEFs on M&A, PF, and refinancing of domestic small-and medium-sized solar power plants
    • Advised numerous renewable energy businesses, including POSCO International, Hyundai MoveX, Hyundai Global, DaeMyoung Energy, and SolarConnect on matters related to: approvals and permits under the Electric Utility Act, community based-participatory solar power projects, environmental effects evaluations, expenses and liabilities; acquisition of lands held by unincorporated associations such as family clans; and matters related to agreements to purchase main equipment and materials such as modules
    • Advised Hindustan Cleanenergy Limited on its legal due diligence and acquisition of small- and medium-sized solar power development projects 
    • Advised X-Elio Japan K.K. on matters related to the domestic solar power market (solar power business and applicable domestic laws and regulations/restrictions) 


    [Overseas]

    • Advised Chile Solar JV on the construction contract for the solar power project in Chile 
    • Advised Sprott Korea on its acquisition of 294 MW solar power plants (3 plants) located in Mexico from Canadian Solar
    • Advised Samchully Asset Management on its investment in a photovoltaic power plant in France
    • Advised Korea South-East Power on its investment in the photovoltaic power plant in Chile
    • Advised KEPCO-Woori Sprott Global PEF whose GP is Kiwoom Asset Management and Sprott Korea on its acquisition of three solar power plants owned by Recurrent Energy, a subsidiary of a Canadian solar power company 
    • Advised IMM Investment on its investment in a photovoltaic power plant in Japan
    • Advised KEPCO-Woori Sprott Global PEF on its acquisition of Chile’s solar power generation project  
    • Advised the Korea South-East Power on its acquisition of a solar power generation project in Taiwan 
    • Advised KCC on its investment in the African solar energy fund 
    • Advised POSCO ICT on the EPC agreement and consortium agreement for KUNIMI solar power plant in Japan 



    Other Energy Sectors
    [LNG, Coal, Cogeneration, and Nuclear Power]

    • Advised the KEPCO on LTEA and subcontracts related to overseas nuclear power plants
    • Represented the Korea Western Power Consortium in reviewing the transaction structure, drafting and reviewing contracts and negotiating with the government in connection with the LNG-combined thermal power plants in Myanmar
    • Advised the KDI on the preliminary feasibility study of Korean GENCO on US regulations and approvals and permits related to the establishment and operation of LNG combined thermal power plants in Niles, Michigan, USA
    • Advised the Korea Development Institute on its preliminary feasibility study of the Korea East-West Power’s coal-powered thermal power generation project in Nam Dinh, Vietnam
    • Advised the Ministry of Land, Infrastructure, and Transport on the preliminary feasibility study of the cogeneration power plant-related project in Binh Phuoc, Vietnam, carried out by the Global Infra Fund
    • Advised POSCO E&C on the EPC agreement with the thermal power plant in the Philippines
    • Advised the Korea Export-Import Bank on the project financing for the Thai Binh 2 Coal-Powered Thermal Power Project in Vietnam
    • Represented a construction company in arbitration related to the cause of the LNG tank leakage accident and the damages claim for repair costs
    • Advised a Hong Kong corporation invested by KOLON on the incorporation of a joint venture related to the CNG station installation business in Kazakhstan
    • Advised on legal due diligence and the preparation of contracts related to the acquisition of K-Power
    • Advised on matters related to the dispute over defects in LNG storage facilities


    [Renewable Energy including Biomass and ESS]

    • Advised KDI on its feasibility study of the hydroelectric power generation project in Nenskra, Georgia
    • Advised KTB Investment on its investment in biomass businesses in the UK
    • Advised GS E&R on matters related to the warranty conditions for ESS batteries
    • Advised Geochang Wind Power on the ESS settlement agreement
    • Advised Hanon System on agreements related to ESS installations and lease agreement
    • Advised GS Yeongyang Wind Power on agreements related to ESS installations and project financing
    • Advised Samsung C&T on the hydroelectric power plant project in Vietnam
    • Advised GS EPS, et al. on the investment in China's biomass power plants and CDM projects


    [Service/System Improvement]

    • Conducted a research related to studies on measures to improve the social acceptance of dispersed storage and generation systems for the Ministry of Trade and Industry


    Other Energy Service Company M&A

    • Advised HD Hyundai Electric on its acquisition of shares in HD Hyundai Plaspo, a company engaged in the business of power conversion devices for renewable energy and solar power generation
    • Advised SK Trusted Real Estate Investment Company and Clean Energy Trustee Real Estate Investment Company on their acquisition and financing of the SK Serene building and 116 SK gas stations across the country with total assets of KRW 2 trillion
    • Advised SK Eco Plant on its acquisition of DDS, a medical waste company
    • Advised Anemoi No. 3, the special purpose company of BTS No. 1 PEF managed by Samchully Asset Management Company Limited on its acquisition of shares held by Daemyong Energy
    • Advised PEF specializing in SWK Green Energy startup ventures managed by SWK Management on its acquisition of shares owned by Coensys
    • Advised SK Chemical on its transfer of the bioenergy business with Hahan & Company
    • Advised EDPR, a Spanish renewable energy company, on its acquisition of offshore wind power facilities in Korea

     
    Overseas Resources Development

    • Advised SK C&C on its acquisition finance for entering the shale gas transportation and processing business in the USA
    • Advised LG International on its joint investment in the Myanmar cement plant project
    • Advised Corporate Partnership PEF incorporated by the National Pension Service and the KEPCO on their acquisition of shares in Gemeng International Energy held by the Deutsche Bank
    • Advised the Korea Mineral Resources Corporation on its acquisition of shares in a listed resources company in Australia and a steel manufacturing company in Canada
    • Advised POSCO and STX on their acquisition of shares in Roy Hill Holdings Pty Ltd.
    • Advised on the establishment, operation, and investments of the Global Dynasty Natural Resources PEF, an overseas resources investment specialty company jointly established by the Korea Investment & Securities, Barclays and LG International
    • Advised Troika Overseas Resources Development PEF, jointly managed by SK Energy, Samchully Asset Management and KDB as GPs, on their acquisition of shares in the oil and gas fields of Bellatrix, a Canadian oil producer
    • Advised the Energy and Mineral Resources Development Association of Korea in its review of debt reduction under the success-conditioned loan system
    • Advised POSCO on its investment in the shares of iron ore and rare earth resource mines in Australia
    • Advised LS-Nikko Copper on its acquisition of a scrap gathering and trade company located in California, USA and conducted on-site due diligence
    • Advised the Korea Western Power on due diligence and other matters related to the acquisition and disposal of coal mine in Kemeboro, Russia
    • Advised the Korea Investment & Securities on its acquisition and disposal of Uglegorskugol, a coal company in Sakhalin, Russia
    • Advised Hyundai Energy & Resources on the acquisition of a nickel mine in Ambatovy, Madagascar
    • Advised POSCO on its acquisition of Zaporishital Steel Group in Ukraine
    • Advised Heung-A Shipping on its investment in a mine in China
    • Advised the Korea Western Power on its legal due diligence in connection with its investment in an Indonesian coal mine
    • Advised on the establishment and management of Korea’s first Indonesian resource trading fund
    • Advised Daewoo International Corporation on its investment in a forest in Siberia, Russia
    • Advised Hanwha Corp. on the agreement for the forestation of profit-sharing forest
    • Advised Daewoo International Corporation on the quota investment in a food resource development project in Cambodia
    • Advised Moorim International on its acquisition of an Indonesian forestation company and JV investment agreement