G. Philip Nowak represents major corporations, investment and private equity funds, and electric utilities on major infrastructure and other transactions in the electric power industry.
Practice & Background
Mr. Nowak handles all of the regulatory due diligence and is responsible for all of the regulatory documentation aspects of the transactions. In addition, he secures Federal Energy Regulatory Commission (FERC) and any other federal and state regulatory approvals required to close the transactions.
Mr. Nowak is an experienced litigator and represents clients before the FERC and in the federal and state courts. He has represented corporate, investment and private equity, and electric utility company clients in litigated proceedings involving all aspects of the restructuring and operation of the electric utility industry, as well as on matters of concern to particular clients.
Finally, Mr. Nowak represents and advises clients on an ongoing basis in connection with legislative and regulatory developments that affect the electric power industry. He has been involved in the development of electric energy and capacity markets, and he continues to advise and represent clients in connection with the ongoing operation of those markets. He also has been involved in the development of both regionwide and individual-company open access transmission tariffs, and continues to advise clients on access to, and the development of rates for, transmission service. Mr. Nowak negotiates power supply agreements, generation and transmission interconnection agreements, and transmission service agreements. He also was involved in the development, and continues to be involved in the ongoing operation, of independent system operators (ISO) and regional transmission operators (RTO), including ISO New England, Inc., PJM and the Midwest ISO.
Mr. Nowak served as a law clerk to the Honorable George Edwards on the U.S. Court of Appeals for the 6th Circuit.
Among the recent transactions on which Mr. Nowak has worked are the following:
- represented a major electric utility company in its acquisition of, and merger with, an electric utility in a transaction valued at more than $8.5 billion
- represented a U.S. investment fund in its $400 million equity investment in a company engaged in the acquisition and development of wind generation projects throughout the United States
- represented an energy company in its negotiations with wind power generators of power purchase and related agreements for the purchase of power valued in the hundreds of millions of dollars
- represented a foreign investment fund in its $1.5 billion purchase of major electric generation facilities in the United States and its ongoing operation of those generation facilities
- represented a lender in connection with a $750 million debt financing and related hedging transactions for the owner of electric generation facilities in the United States
- represented an energy company in its $1.2 billion sale/leaseback of a major electric generation facility
- represented a provider of wholesale power, capacity and ancillary services in its $2.3 billion purchase of a generation portfolio from, and the acquisition of a 50 percent stake in a development joint venture with, a privately held power plant investor
- represented an investment bank in its 144A common stock offering on behalf of a power generation company
- represented an electric utility company in its development of a major high-voltage transmission line and obtained the first order issued by the FERC for incentive rate treatment for the recovery of the company’s investment
- represented various investment and private equity funds in their acquisition of, or interests in, power generation and other infrastructure facilities
- represented an electric utility company in connection with the development, construction and interconnection of one of the first merchant transmission lines in the United States.
Among the major regulatory litigation matters handled by Mr. Nowak are the following:
- represented an electric utility company in FERC Federal Power Act (FPA) section 206 complaint proceedings involving a multimillion-dollar dispute between the Midwest Independent Transmission System Operator, Inc. (Midwest ISO) and PJM Interconnection L.L.C. (PJM)
- represented an electric utility company in a FERC petition for declaratory order proceeding involving the FERC’s exclusive jurisdiction over wholesale sales of electric energy in interstate commerce
- represented an electric utility company in a FERC FPA section 206 complaint proceeding and related petition for declaratory order proceeding involving the terms and conditions of withdrawal from Midwest ISO
- obtained a FERC order in an FPA section 206 complaint proceeding for an electric utility company denying its supplier’s claim for more than $15 million in connection with the supplier’s sale of wholesale power to the company
- represented an electric utility company in FERC proceedings involving the elimination of transmission rates for service between Midwest ISO and PJM
- represented an electric utility company in FERC proceedings involving the establishment of the forward capacity market (FCM) in New England
- represented an electric utility company in connection with a joint FPA section 205 application for FERC authorization of a common base return on equity and rate incentives for participation in a regional transmission organization (RTO) and for new transmission investment, and federal appellate review of the FERC order
- represented an energy company in FERC proceedings involving the establishment of transmission rates for service within and between Midwest ISO and PJM
- represented utilities in the litigation of FPA section 203 merger and acquisition proceedings at the FERC
- represented natural gas companies in contested FERC proceedings for authorization to construct, own, and operate pipeline and LNG terminal facilities.
Awards & Accolades
Mr. Nowak has been named a “Groundbreaking Lawyer” in both Mergers and Acquisitions, and Litigation at the end of 2009 by Public Utilities Fortnightly, a publication for management at utility and energy companies and consulting firms, as well as for those in the legal and financial communities with a focus on the power industry.