Kaye Scholer

Ms. Tan 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.

Ms. Tan’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 wind farms, utility-scale solar projects, distributed generation solar installations, other renewable energy projects, conventional power generation and transmission 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 U.S. in financing renewable energy projects. She also has had extensive experience with cross-border transactions covering multiple jurisdictions in the U.S., Latin America, Europe, Asia and Australia.

In addition, Ms. Tan frequently advises clients on the use of derivatives to enhance returns, create synthetic positions or provide credit support. She also has extensive experience advising clients on fixed income, credit and equity derivatives. Ms. Tan has structured and advised on derivatives and structured products relating to EU Emissions Allowances, as well as certified emission reductions (“CERs”) under the Kyoto Protocol’s Clean Development Mechanism (“CDM”) regime. In the U.S., she has represented clients in the voluntary offsets and emissions pre-compliance markets.

Ms. Tan was formerly a Partner at Hunton & Williams LLP and Brown Rudnick LLP and also spent several years in the capital markets and derivatives area at Bankers Trust Company (now Deutsche Bank) in Hong Kong.

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

Representative Matters

Project Finance and Leveraged Leasing

• Currently representing a Korean multi-national company in the development and financing of solar PV projects in the U.S. totaling 130MWs.
  
  
• Represented the EPC contractor in the negotiation of an EPC Contract (and related subcontracts) for the installation of a 7MW solar facility.
  
  
• Prepresented 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 a 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 advises the project company in the day-to-day operations of the wind farms and issues that arise relating to the completion of construction of the projects.
  
  
• Represented the project sponsor in the sale to U.S. 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 U.S.
  
  
• 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 U.S. 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 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

• Represented client in a multi-million dollar unsecured 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

• Honored by the publishers of Total Securitization and Institutional Investor as one of the “Top Ten Rising Stars in Securitization,” February 2008.