Madeleine Tan is a Partner in Kaye Scholer’s Finance group and is Head of the firm’s Project Development & Finance Practice. Madeleine has been lead counsel on a broad range of transactions including acquisitions and sales of project companies and operating companies in the energy and infrastructure sector, project finance transactions, leveraged leases, and privately placed, rated and unrated, debt offerings. Her clients include sponsors, equity investors, mezzanine debt funds and bank lenders. She is recognized by Chambers Global 2013 as a “Foreign Expert” for USA Capital Markets Securitization and as an “Expert Based Abroad” for Australia Capital Markets and by The National Law Journal as one of 50 “Energy and Environmental Trailblazers,” 2015.
In addition to her extensive experience in finance, Madeleine was US general counsel to one of the largest wind project development companies in Brazil. She has advised extensively on the formation of corporate vehicles both domestically and in foreign jurisdictions, taking into account tax and bankruptcy considerations, for the purpose of business investment or expansion by her clients.
While Madeleine’s current focus is on the development, financing, sale and acquisition of alternative energy projects such as wind power and solar (both utility-scale and distributed generation), she has advised equity investors, sponsors and lenders on the sale, acquisition, development, financing and restructuring of a broad range of assets, including conventional power generation and transmission facilities, gas collection and distribution systems, gas-fired cogeneration facilities, infrastructure assets, waste disposal facilities, freshwater treatment facilities, airport security systems, telecommunications assets, aircraft, railcars and rail infrastructure. She has in-depth experience with current partnership and leasing structures employed in the US in financing renewable energy projects.
She has also had extensive experience with cross-border transactions covering multiple jurisdictions in the US, Latin America, Europe, Asia and Australia.
In addition, Madeleine frequently advises clients on the use of derivatives to enhance returns, provide hedges, create synthetic positions or provide credit support.
Madeleine is fluent in English, Cantonese and Bahasa Malaysia, and speaks conversational Mandarin.
Project Finance and Leveraged Leasing
- Represented clients in a bid to acquire a significant rail infrastructure company.
- Represented clients on bids to acquire wind farm projects in the US, including projects in Texas relying on power hedges in place of long-term power purchase agreements.
- Represented Technical Staff to the Maryland Public Service Commission in structuring, designing and drafting the first-of-their-kind regulations for the development and financing of offshore wind facilities off the coast of Maryland.
- Represented a mezzanine lender in the financing of a significant portfolio of distributed generation solar assets.
- Represented Infigen Energy in its $95 million acquisition of the direct and indirect Class A tax equity interests in nine US wind farms with a total installed capacity of 804 MWs, negotiated the acquisition and financing arrangements, and also advised on FERC issues and unique tax issues associated with wind farm projects in the US.
- Represented Caisse de dépôt et placement du Québec in connection with its $500 million investment in Invenergy, North America’s largest independent wind power generation company, secured by a significant portfolio of wind farms, and follow-on investments.
- Represented the underwriters in a Yieldco of a portfolio of wind generating facilities, to be listed on the Toronto Stock Exchange.
- Represented the underwriters in a proposed securitization of a portfolio of distributed generation solar installations.
- Represented a Korean multi-national company in the development and financing of solar PV projects in the US totaling 130 MWs.
- Represented the EPC contractor in the negotiation of an EPC Contract (and related subcontracts) for the installation of a 7 MW solar facility.
- Represented the project sponsor in the negotiations of the off-take agreement for a 15 MW solar PV power facility in northeast United States. Also assisted the project sponsor in structuring the investment and financing structure to take advantage of the investment tax credits afforded to solar developers.
- Served as legal counsel to the equity investor and project sponsor in a significant underground coal gasification facility, advising on all aspects of pre-development, due diligence and viable structures for investments in and financing of the facility. Also advises on the appropriate collateral security package (including government guarantees) for potential investors and financiers to the project.
- Represented the administrative agent in the restructuring of a multi-million dollar loan to the sponsor of three ethanol facilities in the United States.
- Lead counsel to the project sponsor of the largest wind development company in Brazil in the pre-development, structuring, equity raising, debt financing, and construction and development of six wind farms in Northeast Brazil, providing approximately 220 MW of electricity. Involved in all aspects of the equity and debt financing of the projects, as well as negotiations of the turbine supply and warranty agreements and operation and maintenance contracts. Also advised the project company in the day-to-day operations of the wind farms and issues relating to the completion of construction of the projects.
- Lead counsel to the project sponsor in the sale to US and European equity investors of a 760 MW pipeline of wind projects located in Brazil.
- Represented the project sponsor in the acquisition of and further development of a biodiesel facility in the US.
- Served as lead legal counsel to the European Bank of Reconstruction and Development (“EBRD”) in the structuring and establishment of its very first €160 million multilateral carbon credit fund, whose participants are sovereign states as well as major utility companies in Europe. The fund’s purpose is to acquire carbon credits from energy projects in Eastern Europe and Central Asia, and was the first of its kind.
- Served as lead counsel to numerous US equity investors in their financing and investments in infrastructure projects such as tunnels, waste-to-energy, wastewater and freshwater facilities, rail networks and signaling systems, rail cars, fiber optic networks, telecommunications equipment and networks, airport management systems, coal-fired power plants, transmission facilities, bus systems, and related real estate.
- Represented the issuer in a private placement of debt instruments collateralized by legal fees payable to plaintiffs’ counsels in lawsuits against the major tobacco companies.
- Represented the seller of residual interests in legal fees receivable from settlement of claims in lawsuits against the major tobacco companies.
- Represented the underwriter in the securitization of residual interests in tobacco legal fee receivables.
- Represented the issuer in a whole business securitization of a national laundry service company.
- Represented the underwriters in the whole business securitization of a music publishing portfolio.
- Other experience includes advising financing institutions on securitizations of project finance cash flows, commodities and capital markets financial instruments for the carbon and alternative energy markets.
- Advised clients on power hedges in lieu of power purchase agreements, used to support payments from operating wind farms.
- Advised client on Major Swap Participant and Swap Dealer status under Dodd-Frank Act.
- Represented client in the review and negotiations of Futures Account Agreements and Cleared Derivatives Addenda and Execution Agreements.
- Advised client on clearing of OTC derivatives under new CFTC rules.
- Represented client in various share lending agreements and equity option transactions.
- Represented client in a multi-million dollar margin loan collateralized by equity derivatives.
- Represented several financial institutions in the termination of fixed income derivatives entered into in connection with real estate loan transactions.
- Represented high net-worth individuals in the termination and negotiation of close-out amounts of equity derivatives.
- Represented major financial institution in the termination and unwind of emissions derivatives.
- Represented a major financial institution in the sale and risk-transfer of portfolios of credit default swaps, credit-linked notes, options and variable funding notes.
- Represented client in the structuring of insurance-linked derivatives.
Awards & Honors
- Recognized by The National Law Journal as one of 50 “Energy & Environmental Trailblazers,” 2015.
- Recognized by Chambers Global 2013 as a “Foreign Expert” for USA Capital Markets Securitization and as an “Expert Based Abroad” for Australia Capital Markets.
- Honored by the publishers of Total Securitization and Institutional Investor as one of the “Top Ten Rising Stars in Securitization,” February 2008.
- Tan to Speak at North American Offshore Wind Development & Finance Summit June 17–18, 2015
- NLJ Recognizes Tan as an Energy Trailblazer April 2015
- Investment and Financing Opportunities in Alternative Energy and Related Infrastructure April 16, 2015