International law firm Milbank, Tweed, Hadley & McCloy LLP represented Goldman Sachs Bank USA and Barclays Bank PLC as Joint Lead Arrangers, in the $640,000,000 refinancing of the Topaz Power Holdings, LLC (Topaz) power portfolio. The senior secured facilities included a $600,000,000 senior secured term loan facility, maturing in 2020, and a $30,000,000 senior secured revolving credit facility, terminating in 2017, the proceeds of which were used to refinance $527,000,000 of existing term construction loan and a $45,000,000 revolving credit facility of Topaz. Milbank also represented Goldman Sachs Bank USA as administrative agent for the senior secured facilities.
Topaz is a portfolio company of Riverstone Holdings, LLC that owns and operates a portfolio of five natural gas-fired power generating assets on three sites located in the ERCOT South market of Texas totaling 1,883 MW of operating capacity. The Portfolio includes four recently constructed assets, including two efficient combined cycle gas turbine assets utilizing GE’s 7FA turbines (the Barney Davis 2 and Nueces Bay 7 assets) and two quick-start, combustion turbine peaking units utilizing GE’s LMS 100 turbines (the Laredo 4 and Laredo 5 assets), in addition to one conventional gas-fired steam turbine (the Barney Davis 1 asset). The Barney Davis 2, Nueces Bay 7, and Laredo 4 and 5 assets were reached commercial operations between 2008 and 2010.
Due to overwhelming institutional investor appetite for term B loans in a merchant portfolio the refinancing was oversubscribed.
The Milbank team was composed of attorneys from both the Leveraged Finance and Project Finance groups, led by partners Marcus Dougherty and Daniel Michalchuk, along with associates Meir S. Hornung, Douglas Y. Kim, Benjamin Sayagh and Gregory Slovick. Milbank’s Topaz team also included Tax partner Russell Kestenbaum and Employee Benefits partner Joel Krasnow, Real Estate of counsel Bruce T. Gardner and Corporate Environmental of counsel Matthew Ahrens, along with associate Meghan Gabriel and regulatory advisor Jim Liles.
