Jason Crowell

Jason has substantial experience representing developers, host governments and lenders in project development, finance and sale and acquisition transactions involving a variety of energy, infrastructure and real estate development projects. He has structured, negotiated and documented joint venture, capacity, gas and fuel supply, power purchase, concession, construction, and operation and maintenance transactions on behalf of developers, contractors and host governments worldwide.

Jason’s work includes regular representation of sponsors and developers, including government developers, in various procurement, financing, sale and acquisition, joint venture, bid solicitation and other commercial transactions involving capital intensive large infrastructure projects. He has notable experience in structuring commercial, joint venture and financing transactions in highly regulated industries, with particular expertise in nuclear energy. His energy sector experience spans conventional power, geothermal, on-shore and off-shore wind, solar, nuclear, battery storage and other alternative energy projects, in addition to natural gas, refinery and petrochemical projects.

Recently, Jason has been engaged as lead counsel to an international government client in connection with all aspects of commercial and financing arrangements for a new build nuclear power project in the Middle East, including a $24.4 billion USD financing, which received the “Public Sector Financing Deal of the Year” award at the IJGlobal Awards 2016 for the Middle East & North Africa region; the “Global Finance Deal of the Year: Projects (Middle East)” award as announced by The American Lawyer; and the “Project Finance Deal of the Year” at the 2017 International Financial Law Review Middle East Awards.  He has also recently acted as counsel to a developer for the structuring of financing and construction arrangements for a new build large nuclear project in the United Kingdom.

Jason’s nuclear power expertise extends to small modular and advanced reactor designs, which are at the leading edge of transactional structuring innovation in the nuclear power industry.  Jason represents both project and technology developers in the small modular reactor industry segment, with specific experience representing developers based in the United Kingdom and the Middle East.

In addition to his work in nuclear energy, Jason recently concluded the successful representation of a MENA-based sponsor in connection with the development and financing of a new oil refinery project and corresponding captive conventional power plant, the $4.6 billion USD multi-sourced financing of which was awarded “Middle East Petrochemical Deal of the Year” at the 2018 PFI Awards and the “Downstream Oil & Gas Deal of the Year” at the IJGlobal Awards 2018 for the Middle East & North Africa region.  He also recently closed the development, financing and construction transactions supporting the developer of Mexico’s first private geothermal power project.

Among other notable transactions, Jason was lead counsel in the negotiation and structuring of a power purchase agreement with a nominal value of nearly $300 billion USD, making it one of the single largest commercial contracts in history.

Jason is one of the only attorneys worldwide that has actually structured project, commercial and financing arrangements for a nuclear new build project in a country new to nuclear energy, and successfully secured debt financing commitments against those project arrangements after full bankability review and due diligence by multiple international lenders, including export credit agencies. He is one of exceedingly few lawyers that has first-hand, market-tested data on a spectrum of financing options for new nuclear projects, including limited recourse and structured finance options.

Jason has negotiated transactions in the United States, the Middle East, Europe, Latin America and Asia. He is a graduate of Yale Law School and is admitted to practice in New York, Washington D.C., California, and England & Wales. Jason has authored several publications and had numerous speaking engagements across the world, including the United States, India, Poland, China and the United Arab Emirates on topics related to developing and financing nuclear power and renewable energy projects.

Jason has represented many commercial and investment banks in a variety of financing transactions ranging from single-asset power plant financings to multi-billion dollar, multi-lien combined bank and capital market financings. In addition, Jason represents developers ranging from independent power producers to large oil and gas and utility companies in connection with the development, construction and financing of various energy-related projects. Jason has been involved in the following representative projects:

• Representation of a Middle Eastern government sponsor in connection with all aspects of development and financing of a new-build nuclear power project, including:
  • joint venture arrangements involving the Middle Eastern host country government and the technology exporter;
  • financing and offtake arrangements;
  • insurance matters during construction and operation, including nuclear liability analysis and nuclear insurance pool formation;
  • analysis of nuclear liability regimes and review of draft laws to implement nuclear liability conventions;
  • review of construction oversight and operation and maintenance arrangements with the nuclear regulatory authority to obtain required approvals relating to foreign participation in plant ownership and nuclear licensing;
  • regulatory matters involving the federal nuclear authority and the International Atomic Energy Agency; and
  • application for and negotiation of the first nuclearized electricity generation license issued by the local regulation and supervision bureau
• Representation of a developer in connection with the structuring of bankable project, EPC and commercial arrangements for a nuclear new build project in Europe, including analysis of limited recourse options and implications for state aid review by the European Commission, analysis of shareholders’ respective rights in connection with a bankrupt entity filing for reorganization under Chapter 11 of the United States Bankruptcy Code, and advising on a purchase and sale transaction under which ownership has been consolidated in a single shareholder
• Representation of a small modular reactor (SMR) nuclear power project developer in the United Kingdom in connection with structuring a framework for government cooperation and support under a public-private partnership model for country-wide deployment of SMR projects on a technology-agnostic basis
• Representation of an SMR technology and project developer in the Middle East in connection with joint development and joint venture arrangements for SMR technology development for both in-country deployment and export potential
• Representation of a developer in connection with the development and financing of an oil refinery and related infrastructure projects in the Middle East, including structuring of the power and water purchase agreement and associated financing of the captive power plant
• Representation of a large continental Western European utility company in connection with a joint venture arrangement for an offshore wind energy generation facility anticipated to be located off the shore of California
• Representation of a joint owner in connection with the development, construction and operation of transmission lines from New Mexico to Arizona and associated switchyards and substations necessary to provide for planned interconnections with the underlying high voltage transmission system in New Mexico and Arizona
• Representation of a large international contractor in connection with various operation and maintenance and warranty settlement agreements for wind projects in North America
• Representation of a self-supply developer in connection with negotiating an EPC contract and financing commitments for the first privately developed geothermal power plant in Mexico’s history
• Representation of an investment bank lead arranger in connection with a term financing for two natural-gas-fired power projects in the United States
• Representation of commercial bank lenders in connection with a construction financing for a natural-gas-fired power project in the United States
• Representation of a renewable energy division of a large oil and gas company in connection with documentation for the installation and financing of distributed photovoltaic solar-generating installations
• Representation of a utility in connection with the negotiation of construction documentation to retrofit a coal-fired generating facility with a filtration system to control emissions
• Representation of a commercial bank lead arranger in connection with a construction and term financing for a portfolio of distributed solar generating projects
• Representation of commercial bank lead arrangers in connection with a construction and term financing for a wind farm in the United States
• Representation of a commercial bank lead arranger in connection with a term re-financing for a wind farm in the United States
• Representation of a utility in connection with the term financing of a liquefied natural gas receiving terminal in Latin America
• Representation of an international developer in connection with a capital markets portfolio financing for various geothermal power plants in the western United States
• Representation of an investment bank lead arranger in connection with a second-lien real-estate-secured construction financing with commitments in excess of a quarter billion dollars for a resort in the Middle East
• Representation of a satellite technology developer in connection with various corporate credit facilities
• Representation of a commercial bank lead arranger in connection with a combined term loan and preferred equity financing for a natural-gas-fired power project located in the United States
• Representation of a utility in connection with the negotiation of capacity agreements for a liquefied natural gas receiving terminal in the United States
• Representation of a resort developer in connection with a multi-billion dollar financing for the development and refurbishment of hotel, gaming and resort properties in the western and eastern United States
• Representation of an international resort developer in connection with a multi-billion dollar financing for the development and construction of a hotel, gaming and resort properties in Eastern Asia
• Representation of an investment bank lead arranger in connection with a several hundred million dollar real-estate-secured construction financing for a casino and resort property in the eastern United States, and various associated work-out transactions
• Representation of an investment bank lead arranger in connection with a secured bridge financing for the development of a casino property in the United States
• Representation of an international gaming and resort developer in connection with the acquisition of a gaming property and associated intellectual property rights, and various associated transactions to isolate such intellectual property rights for use in re-branding efforts
• Representation of a resort developer in connection with its multi-billion dollar financing for a hotel, gaming, convention and resort property in the eastern United States
• Representation of a developer of senior living facilities in the United States in connection with various acquisition and financing transactions
• Representation of a hotel developer in connection with the refinancing of a hotel properly in Southern California
• Representation of a commercial bank in connection with the refinancing of a hotel property in the central United States
• Representation of a landowner in connection with the leasing of multiple land parcels to a solar developer for the purposes of building, owning, maintaining and operating utility-scale photovoltaic solar power generating facilities
• Representation of a Middle Eastern government sponsor in connection with the restructuring of the entire corporate governance and contractual framework of a new-build nuclear power project in order to align decision making processes and address the new regulatory requirements in the context of nuclear and operational oversight
• Representation of a Middle Eastern government sponsor in connection with restructuring the financing of, and raising new debt capital for, a new-build nuclear power project

Nuclear EPC Solutions: Unlocking Effective Construction Risk Allocation to Support Bankable Nuclear Power Projects, International Nuclear Law Association (2018)

A New Project Finance Paradigm for Nuclear, 22 Nuclear Inter Jura Congress 11 (2016)

Project Finance Structures for Nuclear, 575 Project Finance International 52 (2016)

Financing the Nuclear Renaissance: the Benefits and Potential Pitfalls of Federal and State Governmental Subsidies and the Future of Nuclear Power in California, 30 Energy Law Journal 497 (2009)

The California Solar Initiative: Leveraging Private Debt Capital, Daily Journal (June 10, 2010)

Duties of Care and the Constitution: A Negligence Model of Individual Rights, 21 Yale Law and Policy Review 473 (2003)

Nuclear Financing and Multidisciplinary Perspectives,  2019 Asia Nuclear Business Platform, Beijing, China, June 19, 2019

Nuclear Financing Challenges and Lessons Learned, 2018 Asia Nuclear Business Platform, Shanghai, China, May 10, 2018

Financing Structures for New Nuclear, Including ECA Finance and Potential Adaptation of Project Finance Paradigms, TXF MENA 2017: ECA, Project & Trade Finance, Dubai, United Arab Emirates, November 8, 2017

Recent Developments and Updates on UAE Nuclear Power Project Including Joint Venture with KEPCO, 2017 Asia Nuclear Business Platform, Shanghai, China, May 18, 2017

Financing Structures for New Nuclear, Including ECA Finance and Potential Adaptation of Project Finance Paradigms, 2017 Asia Nuclear Business Platform, Shanghai, China, May 17, 2017

Panel: Can NPPs Be Project Financed or Is ECA the Realistic Option?, 2017 Asia Nuclear Business Platform, Shanghai, China, May 17, 2017

Project Finance Applications for Nuclear Power Plants, 22nd Nuclear Inter Jura Congress, New Delhi, India, November 8, 2016

Project Finance Structures for Nuclear Power Plants, 2016 New Nuclear International Conference, Warsaw, Poland, June 6, 2016

Nuclear Power & California’s Clean Energy Future, Business and Leadership Exchange Conference, Maui, Hawaii, November 18, 2009

How Much Will New Nuclear Cost and Can the Private Sector Support It? – Financing Challenges and Structures, Forum on Nuclear Power and California’s Clean Energy Future, La Jolla, California, October 8, 2009

Subsidies, Structuring & Risk, Opportunities for EU Companies in US Renewable Projects, Webinar, May 19, 2009

Development, Financing and Incentive Structures for Distributed Solar Projects in California, Solar Installations for Development Projects: Emerging Legal Issues, San Diego, California, March 3, 2009

 

Member of the Africa Nuclear Business Platform 2020 Advisory Board

Member of the India Nuclear Business Platform 2020 Advisory Board

Member of the Asia Nuclear Business Platform 2018, 2019 and 2020 Advisory Board

Member of American Bar Association 2016-2017 Legal Opportunity Scholarship Fundraising Committee

Member of the San Diego Community College District Independent Citizens’ Oversight Committee 2010 overseeing the disposition of funds under bond measures (Propositions S and N) for repair, renovation and new construction within the San Diego Community College District schools and facilities

Member of the Santee School District Independent Citizens’ Oversight Committee 2009-2010 overseeing the disposition of funds under a bond measure (Proposition R) to modernize and improve Santee School District facilities

“Downstream Oil & Gas Deal of the Year” award at the IJGlobal Awards 2018 for the Middle East & North Africa region

“Middle East Petrochemical Deal of the Year” award at the 2018 PFI Awards

International Finance Law Review’s IFLR1000, Notable Practitioner for years 2018, 2019 and 2020

Global Law Experts, Structured Finance Law Expert in England

Lawyers of Distinction, Member

“Public Sector Financing Deal of the Year” award at the IJGlobal Awards 2016 for the Middle East & North Africa region

“Global Finance Deal of the Year: Projects (Middle East)” 2017 award as announced by The American Lawyer

“Project Finance Deal of the Year” at the 2017 International Financial Law Review Middle East Awards