Sean Shimamoto

Mr. Shimamoto represents both purchasers and sellers in connection with partnership acquisitions and dispositions and taxable and tax-free corporate transactions. Mr. Shimamoto also represents clients in connection with private letter ruling requests submitted to the Internal Revenue Service.

In particular, Mr. Shimamoto advises clients in the energy sector on a variety of tax matters involving the structuring, development, acquisition and/or disposition of renewable energy projects, and the related project financing, including the qualification for and monetization of tax credits and other tax benefits associated with such projects.

Mr. Shimamoto is recognized in The Legal 500 U.S., Chambers Global and Chambers USA as a leading practitioner in the area of Projects: Renewables and Alternative Energy. He frequently writes and lectures on tax-related topics, including in programs sponsored by the American Bar Association, Federal Bar Association, Practising Law Institute, Tax Executives Institute and other organizations.

Selected energy sector representations include:

• The AES Corporation and Alberta Investment Management Corporation (AIMCO) in their acquisition of sPower. This transaction was named North America M&A Deal of the Year by Power Finance & Risk;
• ArcLight Capital Partners in numerous matters, including:
  • the acquisition and project financing of a 824 MW renewable power portfolio consisting of 18 geothermal, wind and solar renewable power generation projects located throughout the U.S.; and
  • a tax equity financing from Citigroup for a 282 MW wind power project portfolio located in California, Wyoming, Colorado, Minnesota and Texas;
• Bank of New York Mellon in:
  • a $400 million tax equity investment in four wind projects; and
  • a tax equity investment associated with the repowering of three wind projects owned by Enel;
• Barclays as tax equity investor in an 127 MW standalone battery energy storage system project in Los Angeles County, California being developed by AES Clean Energy Development, LLC;
• Blackrock in:
  • the acquisition of a 90% stake in in the CWS Wind Farm in Minnesota, the sale of a tax equity stake to a subsidiary of U.S. Bancorp and the subsequent sale of its controlling interest in the Community Wind South project to Greenbacker Renewable Energy Corporation; and
  • the sale of the Elk and Bethel wind energy facilities in Iowa to Greenbacker Renewable Energy Company;
• Blackstone as tax equity investor in portfolios of rooftop solar projects in the U.S. that were installed by Vivint Solar;
• Brookfield Renewable in connection with the $733 million sale of a 391 MW portfolio of four operating wind assets in California and New Hampshire to NextEra Energy Partners;
• Brookfield Super-Core Infrastructure Partners (Canada) in its $2.4 billion acquisition of a 19.9% stake in FirstEnergy Transmission, LLC from FirstEnergy Corp;
• Citibank and its affiliates in connection with a number of tax equity investment funds, including inverted leases, partnership flips and PACE transactions in the residential and C&I solar sectors;
• Core Solar, a solar developer with over 4 GWs of utility-scale solar and energy storage projects at various stages of development across several U.S. states and power markets, in its acquisition by TotalEnergies;
• a developer in connection with multiple solar build-transfer projects in the Midwest U.S.;
• Dynegy in its:
  • stock-for-stock merger with Vistra Energy Corp. to create a combined company with an enterprise value in excess of $20 billion;
  • $3.3 billion acquisition of the U.S. fossil portfolio of Engie; and
  • $825 million acquisition of Ameren Energy Resources Company;
• EDP Renewables North America in:
  • securing $400 million of tax equity financing for the 200 MW Meadow Lake VI and 199 MW Prairie Queen wind power generation facilities; and
  • the acquisition of a majority interest in the distributed solar platform of C2 Energy Capital;
• First Solar, Inc. in numerous matters, including:
  • its sale of its U.S.-based utility scale solar project platform to Leeward Renewable Energy Development, LLC, a portfolio company of OMERS Infrastructure Management Inc.;
  • tax equity investment by GE and Goldman Sachs in support of the 250 MW Moapa solar project;
  • tax equity investment by State Street in support of the 40 MW Kingbird solar project;
  • tax equity investment by JPMorgan in support of the 179 MW Switch Station solar projects; and
  • the formation, IPO and eventual sale of 8point3 Energy Partners;
• GE EFS in:
  • the sale of equity interests in a portfolio of tax equity investments in 10 wind projects across the U.S., which was consummated through an innovative structure involving a tax-equity-style fund to hold a portfolio of existing tax equity investments; and
  • a $1 billion sale of equity interests in a holding company of a portfolio of tax equity investments in wind and solar projects across the U.S.;
• HPS Investment Partners as lender in a $1.4 billion mezzanine loan to Intersect Power as part of a $2.6 billion project financing for the build out of a renewables portfolio including 2.3 GWDC of late-stage solar with 1.8 GWh of storage;
• Goldman Sachs in:
  • a $126 million tax equity investment in a pool of residential rooftop solar installations developed by SunRun; and
  • the formation of a private capital vehicle focused on acquiring and operating interests in renewable energy projects;
• Infrastructure Investments Fund, an investment vehicle advised by J.P. Morgan Investment Management Inc., in its:
  • $4.3 billion acquisition of El Paso Electric Company (enterprise value); and
  • acquisition of Sonnedix;
• NextEra Energy Resources, a subsidiary of NextEra Energy, Inc., in two transactions totaling $1.3 billion;
• NextEra Energy Partners in its:
  • $467 million IPO; and
  • its $849 million sale of a 50% non-controlling interest in a 2,520 MW renewables portfolio to an affiliate of the Ontario Teachers’ Pension Plan Board;
• Onyx in:
  • a tax equity transaction;
  • a combination inverted lease and partnership flip tax equity investment with Credit Suisse in a portfolio of solar companies owned by Onyx; and
  • the sale of its portfolio of 136 C&I and small utility-scale projects to Argo Infrastructure Partners for $190 million;
• OPC Energy in its acquisition of Competitive Power Ventures from Global Infrastructure Partners;
• Ørsted in its sale of a 25% stake in the 1,100 MW Ocean Wind project in New Jersey to PSEG;
• Pattern Energy in multiple tax equity financings, including for:
  • the Western Spirit wind project in New Mexico;
  • the 105 MW Phoenix Solar project in Fannin County, Texas;
  • the 220 MW Grady wind farm in New Mexico;
  • the 324 MW Broadview Wind facility in New Mexico; and
  • its acquisition of the 550-mile SunZia transmission project from Southwestern Power Group. The project is being developed in partnership with the New Mexico Renewable Transmission Authority and will extend from central New Mexico to south central Arizona;
• Ripple Labs in its joint investment with Nelnet Renewable Energy into a tax equity investment fund and an inverted lease financing;
• Starwood Energy Group in its acquisition and separate simultaneous project financings of two operational renewable energy projects previously owned by Consolidated Edison’s clean energy business. The transaction included the 102 MW Coram wind project located in Kern County, California and the 150 MW Crane solar project located in Crane County, Texas;
• SunEdison in numerous matters, including:
  • warehouse debt financings to fund the construction costs and to acquire operating assets for clean energy projects; and
  • numerous tax matters relating to its Chapter 11 reorganization;
• a leading tax equity investor in making investments in domestic solar and wind power generation facilities; and
• TECO Energy, Inc. in its $10.4 billion acquisition by Emera.