In the News

Haynes and Boone Advises Celanese in $800 Million Methanol Joint Venture

WASHINGTON, D.C. – Lawyers from Haynes and Boone, LLP assisted Celanese Corporation in creating an approximately $800 million joint venture with Mitsui & Co., Ltd. to develop and construct a methanol production plant designed to take advantage of the abundant new supplies of U.S. natural gas. The new joint venture will be known as Fairway Methanol LLC.

The facility, to be built near the existing Celanese acetyl complex in Clear Lake, Texas, will have a capacity of 1.3 million tons per year and is expected to start operations in 2015. >>



Recent Publications

Model Consent to Assignment for Project Finance Transactions

Mr. Cohen was the primary editor/author of the "Model Consent to Assignment for Project Finance Transactions" (with Commentary) published in The Business Lawyer, Vol. 67, August 2012. The model Consent to Assignment and accompanying commentary have been prepared by the Project Finance and Development Committee of the American Bar Association’s Section of Business Law as a reference available for use by practitioners when negotiating and documenting the terms of a project finance transaction requiring such an agreement. >>



Arthur A. Cohen

Partner

Washington, D.C.


800 17th Street, NW
Suite 500
Washington, District of Columbia 20006-3962
T +1 202.654.4559
F +1 202.654.4259

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2000

New York


30 Rockefeller Plaza
26th Floor
New York, New York 10112
T +1 212.659.7300

Areas of Practice

Education

  • J.D., Columbia Law School, 1979, Harlan Fiske Stone Scholar, Journal of Law and Social Problems
  • B.A., Yale University, 1976

Bar Admissions

  • New York
  • Texas
  • District of Columbia
  • New Jersey
Arthur A. Cohen

Arthur A. Cohen is co-chair of the firm's Projects Practice Group and chair of the firm's Joint Ventures Group. He splits his time among the firm's Washington, D.C., Houston and New York offices. He has more than 25 years of experience doing complex corporate transactions, focusing on project financing, project development and mergers and acquisitions. He is a recognized leader in these fields and currently serves as Vice-Chair of the Project Finance Committee of the ABA's Business Law Section and was Chair from 2007-2011. From 2001-2007 he served on the Steering Committee (and in 2004/6 as Chair) of the District of Columbia Bar's Corporation, Finance and Securities Law Section. Mr. Cohen is also an adjunct professor at Georgetown Law Center, where he teaches a course on Project Finance.

Mr. Cohen's industry focus includes energy, electric power, transportation, sports facilities and other infrastructure. He has worked on all facets of project development, including shareholder and partnership agreements; construction contracts; power and steam sales contracts; operation and maintenance agreements; equity commitments and guarantees; and state support agreements. He has represented lenders, borrowers, purchasers and sellers in a wide variety of transactions, including acquisitions and divestitures, public offerings and other financings, and joint ventures and other strategic alliances. He has also represented both developers and lenders in restructuring troubled projects. Geographically, Mr. Cohen has structured and closed transactions throughout the U.S. and in Latin and South America, Asia and Europe.

Mr. Cohen is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory.

Prior to joining Haynes and Boone, Mr. Cohen practiced law with Skadden Arps and was a Managing Director at GE Capital.

Selected Client Representations

  • InterOil Corporation as lead developer of an LNG liquefaction facility to be co-located with an oil refinery in Papua New Guinea, including establishment of a joint venture and related financing matters
  • Representation of Deutsche Bank in the financing of the first closed-loop biomass power plant in the U.S., located on Kauai in Hawaii
  • Representation of a FMC Corp. in connection with the development of a gas pipeline project in Argentina
  • Representation of Celanese Corp. in a $900 million joint venture transaction between Celanese and Mitsui for development and construction of the first new methanol production facility in the U.S. in more than 20 years, to be co-located near Houston with Celanese’s manufacturing campus in Clear Lake
  • Representation of Atlas Air Worldwide Holdings in an international joint venture
  • Representation of Celanese Corp. in a $150 million repowering project to convert its Narrows, Virginia, manufacturing facility from coal to natural gas
  • Bank of America in providing a $90 million credit facility to the San Antonio Spurs NBA basketball team, part of which was used to finance a new arena
  • An environmental company in connection with the development and project financing of a chemical facility in Georgia
  • ConocoPhillips in connection with the auction-sale disposition of a chemical facility
  • ZVUE Corporation in connection with its acquisition of eBaum's World, a popular video website
  • KBC Bank in the restructuring and sale of the Wolf Hollow project in Texas
  • PPL Global in connection with the development and construction of its Shoreham and Edgewood power plants in Long Island, NY, and the sale of the output of such plants to the Long Island Power Authority
  • Owners of the Minnesota Vikings NFL franchise in connection with the project-financed acquisition of the team
  • General Electric Company in connection with its participation in the Dabhol Power Project, a US$3.1 billion project financing of a power plant in the state of Maharashtra, India
  • Sellers and acquirers in various auction sale transactions
  • Nabors Industries Ltd. in many matters, including its reorganization into a Bermuda company
  • Bidders in an acquisition bid of almost $1 billion for three New York City power plants aggregating over 2,000 megawatts

Recent Speeches and Publications

Mr. Cohen is a frequent speaker and writer on project finance and other corporate topics, including the following: Moderator, "Exploration, Transportation and Exportation of Liquefied Natural Gas: Current Challenges and Potential Responses," (2014 ABA Business Law Section Annual Meeting, Chicago); "Blue Skies Ahead? Drawing from Deal Experience to Finance New Airport Projects," 8th Annual North American Energy & Infrastructure Finance Forum, September 11-12, 2013; "Due Diligence Issues in Project Acquisitions," (2013 ABA Annual Meeting, San Francisco); Moderator, "Field of Dreams: Developing and Financing Stadiums," (2012 ABA Annual Meeting, Chicago); Moderator, "How the Markets are Harmonizing Natural Gas and Alternative Energy Fuel Sources" (Haynes and Boone Seminar, September 22, 2011); "Secrets of Success in Project Finance in Emerging Markets" (2011 ABA Annual Meeting, Toronto); "How Bright is the Future for Solar PV?" (Lawrence Graham LLP Seminar, April 6, 2011); "Project Finance in Asia: What's Hot and Why" (2010 ABA Annual Meeting, San Francisco); "Down and Dirty: How are Coal Projects Being Financed and Developed?" (2008 ABA Annual Meeting, New York); "A View From Washington and Wall Street: How Political Paralysis is Hobbling U.S. Alternative Energy Development (And What's Happening in the Marketplace Despite That)" (Client Worldwide All Lawyers Meeting, April 2008, Houston).

Mr. Cohen was the primary editor/author of the "Model Consent to Assignment for Project Finance Transactions" (with Commentary) published in The Business Lawyer, Vol. 67, August 2012.

Memberships

  • American Bar Association, Vice-Chair of Project Finance and Development Committee of the Section on Business Law (Chair, 2007-2011) 
  • American College of Commercial Finance Lawyers

Selected Representative Experience


Freeport Power Refinancing
Acted as lenders counsel in the refinancing of an inside-the-fence cogeneration facility located in Freeport, Texas. Transaction involved (i) analyzing and advising the lenders on the underlying project documents and relevant regulatory requirements, (ii) advising the lenders on loan and security documents as they relate to Texas law, and (iii) preparing the Deed of Trust and other Texas security filings. Mizho Bank, Ltd. acted as mandated lead arranger and administrative agent, Sumitomo Mitsui Banking Corporation acted as mandated lead arranger and documentation agent, and the Bank of Tokyo-Mitsubishi UFJ, Ltd. acted as mandated lead arranger, technical bank, insurance bank, and modeling bank. Other parties involved in the transaction included Freeport Power Limited, as borrower, GDF Suez Energy North America and Toyota Tsusho Corporation (through subsidiaries), as project sponsors, and The Dow Chemical Company, as lessor, operator, and toller.

Methanol Joint Venture
Represented Celanese Corporation in forming a joint venture with Mitsui & Co., Ltd. to develop, construct, and operate an approximately $800 million methanol production facility in Pasadena, Texas.

Deutsche Bank/Green Energy Team Hawaii Biomass Project
Represented Deutsche Bank Securities Inc., as Mandated Lead Arranger and Lender for a $76.1 million loan facility to fund construction of a 7.5-megawatt (net) biomass-to-energy facility on the island of Kaua'i, Hawaii.

Frac Diamond Aggregates LLC
Represented Spectrum Origination LLC in its capacity as administrative agent and lender under a $30.8 million credit facility for Frac Diamond Aggregates LLC and Alliance Consulting Group, LLC . FDA used the proceeds of the credit facility to acquire a 1,700-acre sand mine and related assets from the debtor, free and clear of all liens, claims, interests and other encumbrances, pursuant to 11 U.S.C. §§ 105 and 363. ACG used the proceeds of the facility for the construction of a related sand drying and storage facility. The facility was secured by the sand mine, drying facility, and related assets, including the borrowers’ rights under certain storage and supply agreements, construction agreements, and other project documents.

Argentina Gas Pipeline
Advised a multinational company in connection with the development of a gas pipeline in Argentina.

Represent Lead Arranger in Syndicated Financing for the Owners of an NFL Team
Represented Sumitomo Mitsui Banking Corporation as a lead arranger and as the administrative agent in connection with syndicated financing for the owners of the Minnesota Vikings, an NFL team.

Multi-Currency Financing - Mirant - Sale of Caribbean Assets
Represented Mirant Corporation in its divestiture of various Caribbean majority-owned and minority-owned power-related assets and operation.

Combined Fiberboard and MDF Manufacturing Facility in Pennsylvania
Counsel to the lender in connection with financing of a combined fiberboard and MDF manufacturing facility in Pennsylvania. Innovative structure facilitated one of the first industrial projects in the wood products industry in the U.S.

Acquisition of Electricity Distribution System in La Paz, Bolivia
Counsel to the acquiror of an electricity distribution system in La Paz, Bolivia.

Dual-Fired Cogeneration Plant in Suffolk County, New York
Counsel to the lender in connection with financing of 6MW dual-fired cogeneration plant in Suffolk County, New York.

Project Financing of Power Plant in the State of Maharashtra, India
Counsel to a developer, equity participant and equipment supplier in connection with its participation in a 2,100-MW, US$3.1 billion project financing of a power plant in the State of Maharashtra, India.

Tissue Paper Facility in Memphis, Tennessee
Counsel to the lender in connection with financing of a tissue paper facility in Memphis, Tennessee.

Gas-Fired Power Plant in Lake County, Florida
Counsel to the lender in connection with financing of a 106-MW gas-fired cogeneration power plant in Lake County, Florida.

Acquisition of Methanol Facility in Trinidad
Counsel to the acquiror of a one million metric ton per year methanol facility in Trinidad.

Gas-Fired Power Plant in Pasadena, Texas
Counsel to the lender in connection with financing of a 750MW gas-fired power plant in Pasadena, Texas.

Sale of Vessels
Represented Nabors Industries, Ltd. in structuring the sale of oil and gas supply and support vessels, including drafting of the Private Placement Memorandum.

ZVUE Corporation - Acquisition of Assets of eBaum's World, Inc.
Represented ZVUE Corporation in its acquisition of eBaum’s World, Inc., including drafting of the asset purchase agreement and ancillary documents.

Power Plant in Quezon Province, the Philippines
Lead counsel to acquirer of 440-MW coal-fired power plant in Quezon Province, Republic of the Philippines.

Acquisition of 432-Mile Gas Pipeline in Mexico
Lead counsel to acquiror of 432 mile gas pipeline in Mexico running through the States of Tabasco, Chiapas and Campeche and extending to the Yucatan Peninsula.

Project-Financed Acquisition - National Football League Franchise
Counsel to acquirers of a National Football League (NFL) franchise in connection with the project-financed acquisition of the organization.

Represent Lender in Credit Facility to NBA Basketball Team
Represented Bank of America in providing a $90 million credit facility to the San Antonio Spurs NBA basketball team, part of which was used to finance a new arena.

LNG Production and Export Project in Papua New Guinea
Represent InterOil Corporation as lead developer of an LNG and NGL production and export project consisting of an LNG liquefaction facility, NGL stripping operation, gas gathering facilities and related infrastructure in Papua New Guinea, including establishment of a joint venture and related financing matters, project structuring and legal risk analysis, the negotiation of natural gas supply and LNG transportation arrangements and the development of the LNG marketing structure.

$1 Billion Acquisition Bid - Three New York City Power Plants
Counsel to a bidder in a $1 billion acquisition bid for three dual fuel New York City power plants aggregating over 2,000 megawatts.

Restructuring and Sale of International Energy Assets - Enron/Prisma
Advised Enron in the restructuring and sale of the Prisma international energy assets in 12 countries.

Representation of PPL Global - Development of Power Plants in NY
PPL Global in connection with the development and construction of its Shoreham and Edgewood power plants in Long Island, NY, and the sale of the output of such plants to the Long Island Power Authority.

Restructuring and Sale of Wolf Hollow Project
Represented KBC Bank in the restructuring and sale of the Wolf Hollow project in Texas.

Online Publications

08/10/2013 - Due Diligence Issues in Project Acquisitions
This presentation provides an overview of Project Finance M&A: How to Buy and Sell Projects, with an emphasis on due diligence.

08/01/2012 - Model Consent to Assignment for Project Finance Transactions
Mr. Cohen was the primary editor/author of the "Model Consent to Assignment for Project Finance Transactions" (with Commentary) published in The Business Lawyer, Vol. 67, August 2012. The model Consent to Assignment and accompanying commentary have been prepared by the Project Finance and Development Committee of the American Bar Association’s Section of Business Law as a reference available for use by practitioners when negotiating and documenting the terms of a project finance transaction requiring such an agreement.

02/15/2010 - U.S. Department of Energy Loan Guarantee Program
An overview of the U.S. Department of Energy Loan Guarantee Program presented as part of the Financial Institution Partnership Program, February 2010.

04/06/2009 - Public-Private Investment Program
On March 23, 2009 the Treasury Department, in conjunction with the Federal Deposit Insurance Corporation (“FDIC”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), announced the creation of the Public-Private Investment Program (“PPIP”), which is designed to provide public support to catalyze the purchase and sale of legacy assets through Public-Private Investment Funds (“PPIF”).

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.