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, 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 a major bank in the financing of a biomass power plant in Hawaii
- Representation of a major industrial company in connection with the development of a gas pipeline project in Argentina
- Representation of a major chemical company in the development of a methanol project in the U.S.
- Representation of a major cargo airline in an international joint venture
- A developer in connection with the project financing and development of a new oil refinery in Senegal
- 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
- 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
- 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, "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.
- 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
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.
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 Methanol Facility in Trinidad
Counsel to the acquiror of a one million metric ton per year methanol facility in Trinidad.
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.
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.
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.
Tissue Paper Facility in Memphis, Tennessee
Counsel to the lender in connection with financing of a tissue paper facility in Memphis, Tennessee.
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.
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.
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.
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 International Energy Assets - Enron/Prisma
Advised Enron in the restructuring and sale of the Prisma international energy assets in 12 countries.
Restructuring and Sale of Wolf Hollow Project
Represented KBC Bank in the restructuring and sale of the Wolf Hollow project in Texas.
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.
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.
08/01/2012 - Model Consent to Assignment for Project Finance Transactions
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.