Gilbert D. Porter is a partner in the New York office of Haynes and Boone. He is a member of the firm's Finance Practice and Co-Chair of the firm's Projects Practice. For more than 30 years his practice has included financial product development, project development and financing, structured lending, workouts, joint ventures, negotiated mergers and acquisitions, and mezzanine and venture financing. His span of work places a particular emphasis on the energy industry, telecommunications and other regulated industries and technology-based companies, both in the OECD and emerging markets.
Mr. Porter is a recognized leader and innovator in the area of project finance and infrastructure development, having played a prominent role in the development of the project finance model used in the U.S. independent power industry during the 1980s, its expansion into the de-regulated era of the 1990s, its translation to other industries and infrastructure, and its adaptation to the special challenges of emerging markets and the current competitive markets.
Prior to joining the firm, Mr. Porter was Co-Chair of the Global Finance Group and the Project Finance Group at Gibson, Dunn and Crutcher LLP. Before that, Mr. Porter was a founding partner, and the Managing Partner, of Porter & Travers.
Breadth and depth are the attributes that Mr. Porter uses to describe his 30 years of practice. During this period he has successfully structured and closed more than 120 project-related transactions, and consulted on several hundred more, including by way of example:
- Gas and coal-fired cogeneration plants and other fossil-fueled power plants.
- Solar, wind, geothermal, biomass and other alternate-fuel and renewable-resource power plants.
- Nuclear fuel trusts, synthetic lease trusts and similar financial products.
- Wireless and wireline telecommunications, data communications and media projects.
- Bio-crude and bio-fuel plants (including ethanol and other algae-based and cellulosic-based fuels) and plants for synthetic and re-refined lubricants.
- Specialty chemicals and petrochemicals plants.
- Pulp and paper facilities.
- Natural resource development, mining and mineral processing facilities.
- Agricultural and food-processing facilities.
- Marine terminal facilities and loading and warehousing facilities.
- Toll-roads, stadiums and other public infrastructure.
Starting with his unique and innovative financing strategy that helped support the independent candidacy of John Anderson for President of the United States in 1980, Mr. Porter has been known for handling first-of-a-kind transactions, addressing new technologies, innovative structures and markets, and novel adaptations of existing products. In addition to numerous examples in the project industry, many other of his transactions developed and established the precedents for current financial products, including early derivatives and securitization models, precedent-setting production payment and equipment trust products, leasing and synthetic leasing products employing unique assets and addressing unique overseas legal regimes, equity monetization products and other products providing clients customized access to capital markets that were previously unavailable. Because of his expertise in such products and his knowledge of the industries, he has also successfully assisted clients in prominent workouts, restructurings and bankruptcies, both in the U.S. and in emerging markets.
Mr. Porter's experience in emerging markets reflects the same combination of breadth and depth, across multiple industries and countries, including projects and privatizations, structuring of joint ventures and other long-term capital investments, representation of financial institutions in complex cross-border financing transactions and utilization of political risk products and financing available from export credit agencies and other multinational and international financial institutions. He has successfully structured and closed transactions in more than 35 different countries throughout the Americas, Asia, Western and Eastern Europe, the Middle East and South Africa.
Mr. Porter also actively represents major corporations in joint ventures, financings, and negotiated mergers and acquisitions, both domestically and abroad. Recent transactions include competitive tenders in the U.S. power generation markets and the disposition by leading power companies of their non-U.S. power generation assets, as well as proposed joint ventures and acquisitions in the telecommunications, media, gas management and power industries in the U.S., Latin America and Asia.
Mr. Porter served as the Editor of Project Finance Monthly from 1991-2001. He served as a member of the Board of Editors of Euromoney's Project Finance from 1992-2003 and as a member of the Board of Advisors to the Institute for Infrastructure Finance from 1995-1997. He has been repeatedly acknowledged in the International Financial Law Review's Guide to the World's Leading Project Finance Lawyers, The International Who's Who of Business Lawyers and other publications for his work in the Project Finance sector.
Recent Speeches and Presentations
- "When Bad Things Happen to Good Projects," IBA Biennial Conference on Project Finance, April 16-17, 2012.
- Co-Author, "Thoughts on the Validity of DOE Loan Guarantees," Bloomberg Law Reports, Vol. 5, No. 3, March 5, 2012.
- Co-Author, "DOE Loan Guarantees Under Attack - Storm Clouds on the Horizon for U.S. Alternative Energy?" Project Finance International, Issue 473, January 25, 2012.
- "The Search for a Post-Tsunami Global Energy Policy," University of Denver, Sturm College of Law, Ved Nanda Center for International Law, April 13, 2011.
- "Alternative Energy Projects: Bridging the 'Valley of Death,'" Colorado Bar Association, International Law Section, April 12, 2011.
- "Argus Financial Analysis: Project Finance," University of Denver, Daniels College of Business, April 12, 2011.
- "Construction Codes and Documents: A Practicing Lawyer's Perspective on Project Construction Contracts," University of Denver, Daniels College of Business, April 12, 2011.
- "Competitive Alternatives to Fossil fuels - Electricity Generation," American Bar Association, International Law 2011 Spring Meeting, April 7, 2011.
- "Impact of New Consolidation Accounting Rules," Haynes and Boone Seminar, March 17, 2011.
- "Debt Financing in Project/PPA Structures," INFOCAST Project Finance Tutorial, Sao Paulo, Brazil, October 26, 2010.
- "The State of Solar Power Development in the U.S.: Current Trends," Haynes and Boone Seminar, October 7, 2010.
- "Impact of New Consolidation Accounting Rules," New York, NY, June 9, 2010.
Selected Representative Experience
Multi-Currency Financing - Mirant - Sale of Caribbean Assets
Represented Mirant Corporation in its divestiture of various Caribbean majority-owned and minority-owned power-related assets and operation.
Project Financing - $800 Million Project Financing - Sub-Saharan Toll Road
Acted as lead international counsel to project sponsor in connection with an $800 million financing of the first privately-financed sub-Saharan toll road, between Johannesburg, South Africa and Maputo, Mozambique.
MMX Mineração e Metálicos S.A. (MMX)
Represented MMX Mineração e Metálicos S.A. (MMX), a Brazilian mining company, in a three tranche facility aggregating US$250 million in bank facilities and R$580 million of financing from the Brazilian Development Bank (BNDES), in a project named as
Trade Finance Deal of the Year.
Construction Financing of a Semi-Submersible Offshore Drilling Platform in Korea
Lead counsel for borrower in connection with construction financing of a semi-submersible offshore drilling platform in Korea.
Derivatives Transactions
Represented private equity funds and hedge funds in structuring, negotiating and documenting a wide range of derivatives transactions, including total return swaps, credit default swaps, interest rate swaps, foreign exchange swaps and others.
Ethanol Production Plant Utilizing Corn Feedstock in Nebraska
Counsel to the sponsors in connection with the restructuring and refinancing of a 42 million gallons/year ethanol production plant utilizing corn feedstock in Nebraska.
$80 Million Total Return Swap - Mexican Industrial Company
Represented a leading French investment bank in an $80 million total return swap for a large Mexican industrial company, using the shares of an affiliate as the reference obligation, to enable the issuer to obtain access to capital based on the value of those shares without encumbering or liquidating them.
Venezuelan Petrochemicals - $135 Million Government-Sponsored Restructuring
Lead Counsel to agent bank and lead lenders in connection with a $135 million government-sponsored restructuring of a Venezuelan petrochemicals project.
Vendor Financing of Wireless Telecommunication Project in Brazil
Acted as lead counsel for multi-lender $700 million vendor-financed tranche in connection with the $1.45 billion project financing of a wireless telecommunications project in Brazil.
Negotiation of Tolling and Interconnection Agreements
For the owner of a cogeneration facility with an existing PPA to sell capacity and energy to its interconnected utility, we negotiated a tolling agreement with a replacement purchaser and an interconnection agreement with the interconnected utility.
Project Financing - Acquisition of Privatized Power Facilities in Latin America
Lead counsel to agent bank and lenders in connection with $350 million portfolio project financing facility for acquisition of privatized power facilities in Latin America.
Online Publications
04/16/2012 -
When Bad Things Happen to Good Projects
IBA Biennial Conference on Project Finance, London, April 16-17, 2012.
03/20/2012 -
Bloomberg Law Reports Guest Article: Thoughts on the Validity of DOE Loan Guarantees
In November of last year, CAlifornians for Renewable Energy (CARE), a self-described "advocate for environmentally- and community-sensitive energy projects," filed a lawsuit in Washington, D.C. federal court against the U.S. Department of Energy (DOE).1
01/26/2012 -
Project Finance International Guest Article: DOE Loan Guarantees Under Attack
This article appeared in
Project Finance International, Issue 473, January 25, 2012
On November 28, 2011, CAlifornians for Renewable Energy (“
CARE”) filed a lawsuit in the Federal District Court in Washington, D.C., against the U.S. Department of Energy (“
DOE”) and the Federal Financing Bank (“
FFB”) that threatens the viability of more than 6.5GWs of clean energy projects. These projects have received DOE’s support under the so-called “alternative energy loan guarantee program” established by DOE pursuant to Section 1705 of the Energy Policy Act of 2005, as amended (“
EPAct”).
09/01/2010 -
NY Court of Appeals Rules Lender Reliance on Borrower Financial Representations without Independent Investigation is not Unreasonable
An almost universal feature of commercial loan agreements is the inclusion of representations and warranties regarding the financial statements and condition of the borrower. A recent case examined whether under New York law, sophisticated lenders can reasonably rely upon such representations in asserting claims of fraud instead of being required to make an independent investigation into the books and records of the borrower.
As seen in Pratt's Journal of Bankruptcy Law, Vol. 6, No. 6, September 2010.
07/08/2010 -
NY Court of Appeals Rules Lender Reliance on Borrower Financial Representations Without Independent Investigation is not Unreasonable
An almost universal feature of commercial loan agreements is the inclusion of representations and warranties regarding the financial statements and condition of the borrower. A recent case examined whether under New York law, sophisticated lenders can reasonably rely upon such representations in asserting claims of fraud instead of being required to make an independent investigation into the books and records of the Borrower.
03/25/2010 -
Investment in the United States: New Opportunities and Recent Developments in the Energy and Banking Industries under the Obama Administration
Presented at the Cluster de Energía conference in Bilbao, Spain on March 25, 2010.
02/15/2010 -
U.S. Department of Energy Loan Guarantee Program
An overview of the U.S. Department of Energy Loan Guarantee Program presented as part of the Financial Institution Partnership Program, February 2010.
04/06/2009 -
Public-Private Investment Program
On March 23, 2009 the Treasury Department, in conjunction with the Federal Deposit Insurance Corporation (“FDIC”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), announced the creation of the Public-Private Investment Program (“PPIP”), which is designed to provide public support to catalyze the purchase and sale of legacy assets through Public-Private Investment Funds (“PPIF”).
09/01/2006 -
LNG is HOT: Examining the Russian Liquefied Natural Gas Market
Russia, a net importer of liquefied natural gas (“LNG”) until 2004, is rapidly becoming one of the largest producers and net exporters of LNG in the world.