Scott W. Cockerham
Overview
Scott Cockerham is a tax partner in the Washington, D.C., office of Kirkland & Ellis LLP. Scott focuses on providing tax and commercial advice in relation to the development, financing, purchase, and sale of energy and infrastructure projects. He regularly advises clients on the tax aspects of the development and financing of investments across the renewable energy sector, working in a broad range of transactions involving solar, wind, geothermal, fuel cell, biomass and carbon capture and sequestration projects. He is also active in the formation and structuring of investment vehicles intending to claim opportunity zone tax benefits involving infrastructure, non-real estate operating business, and real estate investments.
Previously, Scott was a counsel at Akin Gump Strauss Hauer & Feld LLP. Prior to joining Akin Gump, he worked as a tax associate in two major U.S. law firms, where he focused on tax matters relating to the monetization of renewable energy incentives as well as other similar federal tax incentives.
Experience
Representative Matters
Since joining Kirkland, Scott has been involved in the following transactions:
- KKR as cash equity investor in an approximately $1.1 billion investment in a 1,625 MW portfolio of 12 solar and wind projects developed by NextEra Energy Resources (NYSE: NEE) and NextEra Energy Partners, LP (NYSE: NEP).
- Cypress Creek Renewables as sponsor in an inverted lease tax equity and backleverage debt financing for a 98 MW utility-scale solar project.
- True Green Capital Management as sponsor in a partnership flip tax equity financing of a portfolio of distributed generation solar assets.
- Major technology company as tax equity investor in a partnership flip financing of a fuel cell project in New York City that will monetize benefits from NYSERDA’s Value of Distributed Energy Resources (VDER) program.
- True Green Capital Management as sponsor in a sale leaseback financing for a portfolio of solar projects.
- GSO Capital Partners LP, an affiliate of Blackstone (NYSE: BX), in its preferred and common equity investment in Altus Power America, Inc. and in securing an investment-grade term loan facility and a construction-to-term loan facility for Altus Power America, a market-leading solar developer that provides clean electricity to commercial, industrial and municipal clients across the United States. The transaction resulted in $850 million of funded and committed capital to Altus Power to refinance its existing capital structure and fund future development.
- Apollo Global Management in the sale of its equity interest in the 130 MW Arlington Valley Solar Energy II (AVSE II) project in Maricopa County, Arizona.
- Represented Cypress Creek Renewables on a mezzanine debt financing backed by a 1.6 GW portfolio of operating solar projects, and a senior financing of a portfolio of 14 operating solar projects, and the structuring of related tax equity buyouts funded with debt proceeds.
Prior to joining Kirkland, Scott was involved in the following transactions:
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Represented Sammons Renewable Energy, as developer, in the acquisition and tax-equity financing of a 162.9 MW wind project in Texas with two large bank investors.
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Represented Sammons Renewable Energy in the acquisition of a 194 MW portfolio of operating solar projects from Heelstone Energy. The 36-project portfolio produces enough electricity to power approximately 26,400 homes.
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Represented Global Infrastructure Partners in conducting tax due diligence of a large portfolio of operating solar and wind projects held by NRG Yield, Inc. as part of a $1.375 billion acquisition.
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Represented RBC Capital Markets and SunTrust Bank in an aggregate $101 million tax-equity investment in a portfolio of residential rooftop solar projects developed by Vivint Solar.
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Represented Recurrent Energy in the sale of a 535 MW portfolio of California utility-scale solar assets to Shenzhen Energy and Korea Electric Power.
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Represented Advantage Capital Partners in the formation of a large tax-equity fund and the deployment of fund capital in five separate tax-equity transactions with different sponsors.
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Represented RBC Capital Markets in two tax equity funds of commercial and small utility-scale solar assets developed by Onyx Renewable Partners.
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Represented 8minutenergy Renewables, LLC in the sale of its 328 MW Mount Signal 3 solar project to Capital Dynamics. The project is the third phase of the 800 MW Mount Signal Solar Farm, which is among the largest solar projects in the world.
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Represented Amp Solar Group in connection with two tax-equity funds with community solar assets in Massachusetts and Minnesota.
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Represented RBC Capital Markets in the tax-equity and debt financing of an approximately 100.5 MW wind project developed by NRG Renew LLC.
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Represented Scout Clean Energy and Quinbrook Infrastructure Partners as developers in the tax-equity financing of a 200 MW wind farm in Oklahoma in which EFS Renewables was the tax-equity investor.
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Represented Falck Renewables in the acquisition of Recurrent Energy’s sponsor interest in an existing tax-equity partnership that owned a 71 MW utility-scale solar project in North Carolina. This was Falck Renewables’ first investment in a United States solar asset.
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Represented SunPower Corporation in connection with the sale of a sponsor-equity interest in a portfolio of residential rooftop solar projects and the acquisition of an approximately $53 million back-leverage credit facility from Investec.
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Represented Sunnova in two tax-equity transactions involving large portfolios of residential solar projects.
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Represented SunPower Corporation as developer in the tax-equity financing of two portfolios of residential rooftop solar systems with two large bank investors.
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Represented AES Distributed Energy as developer in the tax-equity financing of an approximately 90 MW portfolio of distributed generation solar assets across multiple states.
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Represented WindHQ (f/k/a Falvez Energy) as sponsor in a tax-equity transaction with EFS Renewables and BNP Paribas, as investors, for the financing of a 163 MW wind project in Texas.
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Represented PNC Energy Capital in connection with several sale-leaseback transactions across the United States, including a Massachusetts project with a storage add-on.
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Represented GeoGenCo, LLC in the formation of a sponsor equity vehicle with a California-based bank to be used in the eventual tax-equity financing of several geothermal energy projects.
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Represented Boviet Renewable Power, LLC, as lessor, in an inverted lease transaction involving a portfolio of small utility-scale solar projects in Georgia.
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Represented Ecoplexus, Inc. as lessor in an inverted lease transaction for an approximately 30 MW portfolio of community solar assets in Minnesota.
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Represented numerous wind developers in connection with the review of due diligence and the issuance of tax opinions about whether particular wind projects had started construction in 2016 to establish their qualification for production tax credits at a 100% credit rate under IRS guidance.
Prior Experience
Akin Gump Strauss Hauer & Feld LLP
More
Thought Leadership
Publications
"Tax-equity Financing" chapter, The Project Finance Law Review – Edition 2, May 2020
"Tax-equity Financing" chapter, The Project Finance Law Review – Edition 1, June 2019
Seminars
Panelist, "Energy Innovation: Outlook, Opportunities and Challenges for U.S. Carbon Capture and Storage Projects," Webinar, July 28, 2020
Panelist, "Intermediaries," Novogradac 2019 Financing Renewable Energy Tax Credits Spring Conference, San Francisco, CA, November 8, 2019
Panelist, "Tax Hot Topics – ITC Safe Harboring and Opportunity Zones," Novogradac 2019 Financing Renewable Energy Tax Credits Spring Conference, San Francisco, CA, May 23, 2019
Speaker, "Opportunity Zones: Structuring Tips and Market Observations," Knowledge Now: A Virtual CLE Series, May 15, 2019
Panelist, "Deal Structuring Hot Topics," Novogradac 2018 Financing Renewable Energy Tax Credits Fall Conference, Washington, D.C., November 8, 2018
Moderator, “PPAs and Financial Products - Issues, Innovations and Financing Ramifications,” Novogradac Financing Renewable Energy Tax Credits Conference, San Francisco, CA, May 3, 2018
Panelist, “Lease Passthrough/Inverted Lease Transactions,” Novogradac Top to Bottom Project Finance Tutorial, San Francisco, CA, May 2, 2018
Panelist, “Renewable Energy Industry 101,” Novogradac Top to Bottom Project Finance Tutorial, San Francisco, CA, May 2, 2018
Speaker, “Fundamentals of Oil and Gas Partnerships,” Tax Executives Institute 2018 Tax School, Houston, TX, February 28, 2018
Speaker, “IRS Start of Construction Guidance for New Renewable Energy Projects,” POWER-GEN International GenForum, Orlando, FL, December 12, 2016
Panelist, “Accounting for Renewable Energy Investments: An In-Depth Look at the Hypothetical Liquidation at Book Value Method (HLBV),” Novogradac Financing Renewable Energy Tax Credit Conference, San Francisco, CA, April 29, 2016
Panelist, “Inverted Lease Transactions,” Novogradac Project Finance Advanced Primer, San Francisco, CA, April 29, 2016
Panelist, “Numbers for Lawyers: Analyzing and Understanding Financial Projections and the Concepts Behind Them,” American Bar Association: ABA Forum on Affordable Housing and Community Development Law, Washington, D.C., May 21, 2015
Panelist, Post-Issuance Tax Compliance, Association of Independent Colleges and Universities of Pennsylvania Annual Meeting, June 12, 2014
Panelist, Clean Energy Bond Finance Model – Qualified 501(c)(3) Bonds, Council of Development Finance Agencies, webinar, May 29, 2014
Recognition
The Legal 500 United States — Recognized for US Taxes: Non-Contentious and Project Finance, 2019, and Energy: Renewable/Alternative Power, 2020
Tahirih Justice Center — Washington, D.C., Area Pro Bono Attorney of the Year 2015
Credentials
Admissions & Qualifications
- District of Columbia
- New York
Education
- New York University School of LawLL.M.2010
- The University of Arizona James E. Rogers College of LawJ.D.magna cum laude2009
- The University of ArizonaB.A.summa cum laude2006