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Madeleine M.L. Tan

Madeleine M.L. Tan
Partner, Co-Head, Project Finance
madeleine.tan@kayescholer.com

New York
T: +1 212 836 7547

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Madeleine Tan is a Partner in Kaye Scholer’s Finance group and is Co-Head of the firm’s Project Finance Practice. She has extensive experience advising investors, lenders, sponsors and underwriters in equity investments, capital markets debt offerings, tax-equity and structured finance transactions. Madeleine has been lead counsel on a broad range of transactions including project finance transactions, leveraged leases, single investor leases, capital markets offerings and privately negotiated debt instruments. 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.

In addition to her extensive experience in finance, Madeleine was general counsel to a technology and entertainment start-up as well as US general counsel to a large wind project development company 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 and financing 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 development and financing of conventional power generation and transmission facilities, gas-fired cogeneration facilities, biofuel projects, infrastructure assets, waste disposal facilities, freshwater treatment facilities, airport security systems, telecommunications assets, aircraft and rail assets. 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, create synthetic positions or provide credit support. She has extensive experience advising clients on fixed income, credit and equity derivatives.

Madeleine is fluent in English, Cantonese and Bahasa Malaysia, and speaks conversational Mandarin.

Representative Matters

Project Finance and Leveraged Leasing

  • 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.
     
  • Currently representing the underwriters in a foreign asset income trust (FAIT) financing of a portfolio of wind generating facilities, to be listed on the Toronto Stock Exchange.
     
  • Represented a Korean multi-national company in the development and financing of solar PV projects in the US totalling 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.
     
  • Currently acting 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.
     
  • Represented 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.
     
  • Represented 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 leveraged lease financing of 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 real estate.

Securitization

  • Represented the seller of residual interests in tobacco legal fee receivables.
     
  • Represented issuers in the securitization of tobacco legal fee receivables.
     
  • 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.

Derivatives

  • 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 an equity collar.
     
  • Represented several financial institutions in the termination of fixed income derivatives entered into in connection with real estate loan transactions.
     
  • Represented high net-worth individual in the termination and negotiation of close-out amounts of an equity collar transaction.
     
  • 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.
     
  • Acted on behalf of swap counterparties and dealers on OTC derivatives, credit default swaps, asset-backed swaps, swaptions, straddle options, credit-linked notes, equity derivatives and other structured products.
     
  • Represented client in the structuring of insurance-linked derivatives.

Awards & Honors

  • 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.

Practice Areas

Education

University of New South Wales, LLB, Bachelor of Laws, magna cum laude (equivalent)

University of New South Wales, Bachelor of Commerce (Finance), with Honors Class 1, summa cum laude (equivalent)

Bar Admission(s)

New York

New South Wales, Australia

Membership(s)

Member, Project Finance Committee, American Bar Association.

Member, Business Law Section, American Bar Association.

Languages Spoken

English

Cantonese

Bahasa Malaysia

Mandarin

 
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