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Gilbert D. Porter

Partner

New York


30 Rockefeller Plaza
26th Floor
New York, New York 10112
T +1 212.659.4965
F +1 212.884.8240

Areas of Practice

Education

  • J.D., University of Denver, 1977, Order of the Coif; Associate Editor, Denver Law Journal, 1975-1976; Editor-in-Chief, Denver Journal of International Law and Policy, 1976-1977
  • B.A., Clark University, 1974

Bar Admissions

  • New York
  • Solicitor, Admitted in England and Wales

Court Admissions

  • U.S. Supreme Court
  • U.S. District Court for the Southern District of New York
Gilbert D. Porter

Gilbert D. Porter is a partner in the New York office of Haynes and Boone. He is a member of the firm's Finance Practice and Co-Chair of the firm's Projects Practice. For more than 35 years his practice has included financial product development, project development and financing, structured lending, workouts, joint ventures, negotiated mergers and acquisitions, and mezzanine and venture financing. His span of work places a particular emphasis on the energy industry, telecommunications and other regulated industries and technology-based companies, both in the OECD and emerging markets.

Mr. Porter is a recognized leader and innovator in the area of project finance and infrastructure development, having played a prominent role in the development of the project finance model used in the U.S. independent power industry during the 1980s, its expansion into the de-regulated era of the 1990s, its translation to other industries and infrastructure, and its adaptation to the special challenges of emerging markets and the current competitive markets.

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

Prior to joining the firm, Mr. Porter was Co-Chair of the Global Finance Group and the Project Finance Group at Gibson, Dunn and Crutcher LLP. Before that, Mr. Porter was a founding partner, and the Managing Partner, of Porter & Travers.

Breadth and depth are the attributes that Mr. Porter uses to describe his 35 years of practice. During this period he has successfully structured and closed more than 120 project-related transactions, and consulted on several hundred more, including by way of example:

  • Gas and coal-fired cogeneration plants and other fossil-fueled power plants.
  • Solar, wind, geothermal, biomass and other alternate-fuel and renewable-resource power plants.
  • Nuclear fuel trusts, synthetic lease trusts and similar financial products.
  • Wireless and wireline telecommunications, data communications and media projects.
  • Bio-crude and bio-fuel plants (including ethanol and other algae-based and cellulosic-based fuels) and plants for synthetic and re-refined lubricants.
  • Specialty chemicals and petrochemicals plants.
  • Pulp and paper facilities.
  • Natural resource development, mining and mineral processing facilities; and offshore and on-shore oil exploration and production payment transactions.
  • Agricultural and food-processing facilities.
  • Marine terminal facilities, loading and warehousing facilities and vessel charters and financings.
  • Toll-roads, stadiums and other public infrastructure.

Starting with his unique and innovative financing strategy that helped support the independent candidacy of John Anderson for President of the United States in 1980, Mr. Porter has been known for handling first-of-a-kind transactions, addressing new technologies, innovative structures and markets, and novel adaptations of existing products. In addition to numerous examples in the project industry, many other of his transactions developed and established the precedents for current financial products, including early derivatives and securitization models, precedent-setting production payment and equipment trust products, leasing and synthetic leasing products employing unique assets and addressing unique overseas legal regimes, equity monetization products and other products providing clients customized access to capital markets that were previously unavailable. Because of his experience in such products and his knowledge of the industries, he has also successfully assisted clients in prominent workouts, restructurings and bankruptcies, both in the U.S. and in emerging markets.

Mr. Porter's experience in emerging markets reflects the same combination of breadth and depth, across multiple industries and countries, including projects and privatizations, structuring of joint ventures and other long-term capital investments, representation of financial institutions in complex cross-border financing transactions and utilization of political risk products and financing available from export credit agencies and other multinational and international financial institutions. He has successfully structured and closed transactions in more than 35 different countries throughout the Americas, Asia, Western and Eastern Europe, the Middle East and South Africa.

Mr. Porter also actively represents major corporations in joint ventures, financings, and negotiated mergers and acquisitions, both domestically and abroad. Recent transactions include competitive tenders in the U.S. power generation markets and the disposition by leading power companies of their non-U.S. power generation assets, as well as proposed joint ventures and acquisitions in the telecommunications, media, gas management and power industries in the U.S., Latin America and Asia. 

Mr. Porter served as the Editor of Project Finance Monthly from 1991-2001.  He served as a member of the Board of  Editors of Euromoney's Project Finance from 1992-2003 and as a member of the Board of Advisors to the Institute for Infrastructure Finance from 1995-1997.  He has been repeatedly acknowledged in the International Financial Law Review's Guide to the World's Leading Project Finance Lawyers, Euromoney's "Guide to the World's Leading Banking Finance and Transactional Lawyers,The International Who's Who of Business Lawyers and other publications for his work in the Project Finance sector.  The Projects Group at Haynes and Boone has been recognized for the past two years by Best Lawyers in America with its highest national "Tier 1" ranking.”

Recent Speeches and Presentations

  • "Islamic Project Finance," Seminar, Project Finance in Turkey, March 16, 2013.
  • "Addressing the Project Risk Matrix," Seminar, Project Finance in Turkey, March 15, 2013.
  • "The 11th Oil and Gas Bid Round in Brazil," Webinar, February 21, 2013.
  • "Projects and Payment Support Mechanisms," Webinar, January 17 and 24, 2013.
  • "Contract Structuring and Documentation," Infocast, Project Financing in Oil and Gas, October 31, 2012.
  • "An Overview of Renewable Fuel Standards and RINS," Seminar, July 13, 2012. 
  • "Financing Mining Projects," IBA Mining Taxation and Financing Conference, May 3-4, 2012.
  • "When Bad Things Happen to Good Projects," IBA Biennial Conference on Project Finance, April 16-17, 2012.
  • Co-Author, "Thoughts on the Validity of DOE Loan Guarantees," Bloomberg Law Reports, Vol. 5, No. 3, March 5, 2012.
  • Co-Author, "DOE Loan Guarantees Under Attack - Storm Clouds on the Horizon for U.S. Alternative Energy?" Project Finance International, Issue 473, January 25, 2012.
  • "The Search for a Post-Tsunami Global Energy Policy," University of Denver, Sturm College of Law, Ved Nanda Center for International Law, April 13, 2011.
  • "Alternative Energy Projects: Bridging the 'Valley of Death,'" Colorado Bar Association, International Law Section, April 12, 2011.
  • "Argus Financial Analysis: Project Finance," University of Denver, Daniels College of Business, April 12, 2011.
  • "Construction Codes and Documents: A Practicing Lawyer's Perspective on Project Construction Contracts," University of Denver, Daniels College of Business, April 12, 2011.
  • "Competitive Alternatives to Fossil fuels - Electricity Generation," American Bar Association, International Law 2011 Spring Meeting, April 7, 2011.
  • "Impact of New Consolidation Accounting Rules," Haynes and Boone Seminar, March 17, 2011.
  • "Debt Financing in Project/PPA Structures," INFOCAST Project Finance Tutorial, Sao Paulo, Brazil, October 26, 2010.
  • "The State of Solar Power Development in the U.S.: Current Trends," Haynes and Boone Seminar, October 7, 2010.
  • "Impact of New Consolidation Accounting Rules," New York, NY, June 9, 2010.

Selected Representative Experience


$60 Million Senior Secured Credit Facility
Represented administrative agent and lender in a $60 million senior secured credit facility and equity kicker agreement with a borrower in the oil and gas waste disposal business.

Panda Power Funds/Sherman Gas-Fired Power Plant
Represented Panda Power Funds in the secured financing of the development of a natural gas-fired power plant in Sherman, Texas.

Panda Power Funds/Temple Gas-Fired Power Plant
Represented Panda Power Funds in the secured financing of the development of a natural gas-fired power plant in Temple, Texas.

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.

$600 Million Financial Restructuring - Niagara Mohawk
Lead Counsel to Agent Bank and lead lenders in connection with a $600 million financial restructuring of the utility Niagara Mohawk.

$180 Million Chemical Production Project
Lead counsel to agent bank and lead lender in $180 million chemical production project owned by a leading multinational chemicals manufacturer and employing proprietary technologies.

$2.5 Billion Financing - Public Service of New Hampshire
Lead Counsel to Agent Banks and lead lenders in connection with $2.5 billion financing of post-workout acquisition of the utility Public Service of New Hampshire.

Power Generation Plant in Gordonsville, Virginia
Project counsel to project sponsor on the development, construction, financing, and operation of a $220,000,000 280MW gas-fired combined cycle power generation plant in Gordonsville, Virginia.

Financing of Nuclear Power Plant Simulator
Lead counsel for agent bank and lead lender in financing of nuclear power plant simulator.

$135 Million Restructuring - Telecommunications
Lead Counsel to a secured creditor in connection with a $135 million restructuring of Brazil telecommunications company.

Divestiture of New England Hydroelectric and Diesel Power Plants
Lead counsel to utility in the divestiture of New England hydroelectric and diesel power plants.

Disaggregated Assets of Two Major U.S. Utilities - Due Diligence and Bidding
Lead counsel to the sponsor in due diligence and bidding for the disaggregated assets of two major U.S. utilities.

Acquisition of Power Plant and Energy Management Agreement
Lead counsel to the sponsor in the acquisition of a 520MW gas-fired combined-cycle power plant located in the eastern U.S. with concurrent negotiation and drafting of an energy management agreement.

Caribbean-Based LNG/CNG Project
Project counsel in connection with Caribbean-based LNG/CNG project.

Alternative Power Technology Demonstration Project
Counsel for developer in connection with project financing and U.S. government funding of alternative power technology demonstration project.

Brazilian Wireless Telecommunications Company
Lead counsel to the lenders in connection with $200 million project financing of a Brazilian wireless telecommunications company.

Financing of Packaging Plant Operations in Hong Kong
Lead counsel for borrower in connection with $65 million project financing of packaging plant operations in Hong Kong.

Leveraged Lease of Nuclear Fuel Production Plants
Lead counsel to the equity participant in the leveraged lease of two nuclear fuel production plants.

First Nationwide Wireless Radio Spectrum Auction in Taiwan
Lead counsel to telecommunications client in connection with the first nationwide wireless radio spectrum auction in Taiwan.

Nuclear Fuel Lease Trusts
Lead counsel for agent bank and lead lender in financing of multiple nuclear fuel lease trusts for nuclear power plants aggregating in excess of $850 million.

Opposition of Bankruptcy Plan - Coal Production
Lead counsel to a secured creditor in connection with opposition of a bankruptcy plan and initiation of a contested bankruptcy auction of coal production assets.

Latin American Project Portfolio
Lead counsel to lender in connection with $150 million financing of acquisition of Latin American project portfolio.

Proposed Sale of Caribbean Geothermal Power Project
Project counsel in connection with proposed sale of Caribbean geothermal power project.

Turnkey Wireless Telecommunications Project in Mexico
Lead counsel to vendor in connection with the negotiation and implementation of a $550 million turnkey wireless telecommunications project in Mexico.

Portfolio of Midwest Power Plants - Due Diligence and Bidding
Lead counsel to the sponsor in due diligence and bidding for a portfolio of Midwest power plants, including power plants subject to multiple highly-structured lease and other financial and tax-advantaged arrangements.

Secondary Petroleum Processing Technology Project
Project counsel to developer and sponsors in connection with development of secondary petroleum processing technology project and subsequent rollout of financed production facilities.

Structured Financing of Wireless Telecommunication Assets
Counsel for borrower in connection with $500 million structured financing of wireless telecommunication assets.

Telecommunications Backbone in Argentina and Chile
Lead counsel for lenders in connection with $150 million project financing of a telecommunications backbone in Argentina and Chile.

Nuclear Power Plants in Russia
Acted as counsel to an international construction firm in the re-powering using natural gas-fired combined cycle turbines of two plutonium nuclear power plants in Tomsk-7 and Krasnoyarsk-28, Russia.

Project Financing for $55 Million Generic Pharmaceutical Plant in Russia
Acted as project counsel to the sponsors in the development, construction, financing, and operation of a $55 million generic pharmaceutical plant in Oblensk, Russia.

Project Financing - $800 Million Project Financing - Sub-Saharan Toll Road
Acted as lead international counsel to project sponsor in connection with an $800 million financing of the first privately-financed sub-Saharan toll road, between Johannesburg, South Africa and Maputo, Mozambique.

Cogeneration Facility in Curacao, Netherlands Antilles
Lead counsel to sellers in the sale and purchase of a 133-MW electricity, steam, desalinated water and compressed air production facility in Curacao, Netherlands Antilles.

MMX Mineração e Metálicos S.A. (MMX)
Represented MMX Mineração e Metálicos S.A. (MMX), a Brazilian mining company, in a three tranche facility aggregating US$250 million in bank facilities and R$580 million of financing from the Brazilian Development Bank (BNDES), in a project named as Trade Finance Deal of the Year.

Ethanol Production Plant Utilizing Corn Feedstock in Nebraska
Counsel to the sponsors in connection with the restructuring and refinancing of a 42 million gallons/year ethanol production plant utilizing corn feedstock in Nebraska.

Geothermal Power Plants in the Philippines
Lead counsel for lenders in connection with $120 million project financing of two geothermal power plants with a combined output of 80MW in the Philippines.

Future Energy LLC
Counsel for a technology owner and developer of an 18-MW biomass gasification power generating test facility funded by the Department of Energy.

Coal Mine Production Financing
Lead counsel for agent Bank and lead lender in connection with financing of coal mine production.

Negotiation of Tolling and Interconnection Agreements
For the owner of a cogeneration facility with an existing PPA to sell capacity and energy to its interconnected utility, we negotiated a tolling agreement with a replacement purchaser and an interconnection agreement with the interconnected utility.

Project Financing - Acquisition of Privatized Power Facilities in Latin America
Lead counsel to agent bank and lenders in connection with $350 million portfolio project financing facility for acquisition of privatized power facilities in Latin America.

Venezuelan Petrochemicals - $135 Million Government-Sponsored Restructuring
Lead Counsel to agent bank and lead lenders in connection with a $135 million government-sponsored restructuring of a Venezuelan petrochemicals project.

Vendor Financing of Wireless Telecommunication Project in Brazil
Acted as lead counsel for multi-lender $700 million vendor-financed tranche in connection with the $1.45 billion project financing of a wireless telecommunications project in Brazil.

$80 Million Total Return Swap - Mexican Industrial Company
Represented a leading French investment bank in an $80 million total return swap for a large Mexican industrial company, using the shares of an affiliate as the reference obligation, to enable the issuer to obtain access to capital based on the value of those shares without encumbering or liquidating them.

Construction Financing of a Semi-Submersible Offshore Drilling Platform in Korea
Lead counsel for borrower in connection with construction financing of a semi-submersible offshore drilling platform in Korea.

Derivatives Transactions
Represented private equity funds and hedge funds in structuring, negotiating and documenting a wide range of derivatives transactions, including total return swaps, credit default swaps, interest rate swaps, foreign exchange swaps and others.

Wireless Telecommunications Assets in Colombia
Lead Counsel to a secured creditor in connection with a $110 million restructuring of a Colombian telecommunications company in both pre-bankruptcy and bankruptcy proceedings.

Memberships

  • American Bar Association
  • Law Society of England and Wales

Online Publications

10/31/2013 - The Next Disruptive Wave
Presented at Haynes and Boone, LLP's "What You Need to Know About the Next Disruptive Wave Soon to Transform the U.S. Power, Natural Gas, Renewable Energy and Coal Industries" on October 30, 2013.

02/12/2013 - Brazil Announces 11th Oil and Gas Bid Round
News Alert and Webinar Announcement: Brazil’s President Dilma Roussef recently authorized the 11th Oil and Gas Bid Round.

04/16/2012 - When Bad Things Happen to Good Projects
IBA Biennial Conference on Project Finance, London, April 16-17, 2012.

03/20/2012 - Bloomberg Law Reports Guest Article: Thoughts on the Validity of DOE Loan Guarantees
In November of last year, CAlifornians for Renewable Energy (CARE), a self-described "advocate for environmentally- and community-sensitive energy projects," filed a lawsuit in Washington, D.C. federal court against the U.S. Department of Energy (DOE).1

01/26/2012 - Project Finance International Guest Article: DOE Loan Guarantees Under Attack
This article appeared in Project Finance International, Issue 473, January 25, 2012

On November 28, 2011, CAlifornians for Renewable Energy (“CARE”) filed a lawsuit in the Federal District Court in Washington, D.C., against the U.S. Department of Energy (“DOE”) and the Federal Financing Bank (“FFB”) that threatens the viability of more than 6.5GWs of clean energy projects. These projects have received DOE’s support under the so-called “alternative energy loan guarantee program” established by DOE pursuant to Section 1705 of the Energy Policy Act of 2005, as amended (“EPAct”).

09/01/2010 - NY Court of Appeals Rules Lender Reliance on Borrower Financial Representations without Independent Investigation is not Unreasonable
An almost universal feature of commercial loan agreements is the inclusion of representations and warranties regarding the financial statements and condition of the borrower. A recent case examined whether under New York law, sophisticated lenders can reasonably rely upon such representations in asserting claims of fraud instead of being required to make an independent investigation into the books and records of the borrower. As seen in Pratt's Journal of Bankruptcy Law, Vol. 6, No. 6, September 2010.

07/08/2010 - NY Court of Appeals Rules Lender Reliance on Borrower Financial Representations Without Independent Investigation is not Unreasonable
An almost universal feature of commercial loan agreements is the inclusion of representations and warranties regarding the financial statements and condition of the borrower. A recent case examined whether under New York law, sophisticated lenders can reasonably rely upon such representations in asserting claims of fraud instead of being required to make an independent investigation into the books and records of the Borrower.

03/25/2010 - Investment in the United States: New Opportunities and Recent Developments in the Energy and Banking Industries under the Obama Administration
Presented at the Cluster de Energía conference in Bilbao, Spain on March 25, 2010.

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”).

09/01/2006 - LNG is HOT: Examining the Russian Liquefied Natural Gas Market
Russia, a net importer of liquefied natural gas (“LNG”) until 2004, is rapidly becoming one of the largest producers and net exporters of LNG in the world.