Michael R. Barz

Areas of Practice

• Corporate Law
• Financing
• Structured Finance

Representative Matters

Energy and International Power Projects

• Representing Compass Energy Platform, a clean energy development and financing platform, in connection with the development of a microgrid to produce and distribute electricity to offtakers in an Opportunity Zone.

• Representing RAV Bahamas Limited, a real estate development and construction company, focused on the Caribbean, in the development, financing, construction, operation and refinancing of its 10MW natural gas-fired power plant serving the island of North Bimini; work included advising on the issuance of the first Authorized Public Electricity Supplier License from the Bahamian Utility Regulatory and Competition Authority to a private power generation developer/operator in the Bahamas.

• Represented the Minister of Finance in the creation of a private power program for the Republic of Indonesia, including implementing regulations and a standard form power purchase agreement and related project and financing documentation. Represented PT Perusahaan Listrik Negara (PT PLN 0- Indonesia's electric utility company) in the development and financing of the 2x615 MW-coal fired power stations at Paiton I and Paiton II from inception to financial close.

• Represented the International Finance Corporation (IFC) in its first private power projects in the Czech Republic (the $405 million, 343MW coal-fired Kladno Power Project) and the Cote d'lvoire (gas fired 420MW Azito Power Project).

• Represented the Minister of Electricity in connection with the documentation and negotiation of various turbine purchase and maintenance contracts with General Electric and Siemens Power Systems. Also advised the Ministry with respect to various other generation, distribution, and transmission projects related to the reconstruction of Iraq's national power system.

• Worked with a team to create and structure a private power program for the Government of the Gambia, including the creation of suite of project and supporting financing documents to be tendered to potential private power producers.

• Represented Toshiba in connection with the development and financing of a potential 900MW wind farm in West Crimea, Ukraine.

Public Private Partnerships

• Drafted the primary concession agreement between the Government of the Virgin Islands and Diageo USVI Inc. enabling the construction of a new distillery for the manufacture of rum to be used in the production of all Captain Morgan products sold in the United States. Work included structuring of transaction and testifying before USVI Legislature regarding the new laws to be enacted to permit novel Public Private Partnership arrangements.

• Advised the California State Parks Department on the creation of a new Public-Private Partnership program enabling the monetization and unlocking of unrealized value in California State Park assets.

• Represented the group of senior lenders to Long Beach Judicial Partners, LLC in connection with a $441.5 million mini-perm construction financing for the New Long Beach Courthouse PPP Program in Long Beach, California. This was the first social infrastructure transaction closed in the United States relying on an availability payment structure.

• Represented senior credit providers with respect to the restructuring and refinancing of the Citifield Ballpark bond financing to facilitate the redevelopment of the Willets Point area surrounding the Ballpark.

• Represented the City of Gary in the structuring of a public private partnership for the City of Gary and the Gary International Airport Authority. This PPP project combined airport operations, infrastructure rehabilitation and commercial retail development on real estate owned by and surrounding Gary International Airport.

• Represented International Finance Corporation and the Government of Haiti with respect to the structuring and implementation of a public-private partnership for the rehabilitation and operation of the port of Cap Haitien, Haiti. This project included the review of current Haitian legislation and existing port contracts and working with the Haitian Government, the IFC and the US Agency for International Development to create a PPP structure that permits a bankable and sustainable expansion of an underutilized port in North Haiti.

Sports Finance

• Represented Ambac Assurance Corporation, a monoline insurance company as bond insurer, swap insurer and swap provider in the $180 million synthetic fixed-rate, commercial paper based financing arranged by Fleet National Bank for the construction of Lincoln Financial Field, a new stadium in Philadelphia, Pennsylvania for the Philadelphia Eagles. Involved in all aspects of structuring this construction financing, including league issues and city leasing concerns.

• Represented Ambac Assurance Corporation and Assured Guaranty, Inc. as bond insurers and swap providers in the $349 million taxable and tax-exempt bond issuances in respect of the construction and subsequent leasing of the new downtown Louisville Arena (the KFC Yum! Center) by the Louisville Arena Authority to the University of Louisville Cardinals Mens’ and Womens’ basketball programs.

• Represented Ambac Assurance Corporation and Assured Guaranty, Inc. as bond insurers, swap insurers and swap providers on numerous tranches of public and private debt (including New York PILOT Bonds) issued for the construction and subsequent refinancing of new baseball stadiums for the New York Mets and the New York Yankees.

• Represented the acquiring ownership group with respect to National Football League consents and approvals and various stadium-related issues in connection with the purchase of the NFL’s Atlanta Falcons from The Five Smiths, Inc.

• Represented Ambac Assurance Corporation, a monoline insurance company as bond insurer in the limited recourse $42.5 million synthetic fixed, auction rate bond financing underwritten by UBS Paine Webber Inc. for the renovation and expansion of America West Arena in Phoenix, Arizona

• Represented Ambac Assurance Corporation, a monoline insurance company as bond insurer and swap insurer in the $282 million synthetic fixed rate, auction rate bond financing for the construction of Gillette Stadium, home of the New England Patriots, in Foxborough, Massachusetts. Involved in all aspects of structuring this transaction and its subsequent refinancings, recognized as the first full private stadium financing permitted by the NFL and utilizing private, public and league-provided funds.

• Represented Ambac Assurance Corporation, a monline insurance company as Bond Insurer, Swap Insurer and Swap Provider in the $190,000,000 synthetic fixed rate, commercial paper-based financing being arranged by Fleet National Bank for the refinancing of Invesco Field at Mile High Stadium in Denver, Colorado for the Denver Broncos.

• Represented the San Francisco 49ers with respect to the structuring of its private stadium company financing and its relationship with Santa Clara Stadium Authority.

• Represented Ambac Assurance Corporation, a monoline insurance company as bond insurer and swap provider in several rounds of public and private financings for the construction of a new stadium for the Dallas Cowboys in Arlington, Texas. Issues resolved included the sale of seat licenses, Texas real property security issues related to club seats and suites, sale of naming, advertising and sponsorship rights and NFL funding concerns.

• Represented Ambac Assurance Corporation, a monoline insurance company in the $380 million construction bond financing for a new Busch Stadium for the St. Louis Cardinals baseball team. The transaction, originally structured as a leveraged lease financing, was comprised of various types of debt, including a $200.5 million privately placed BBB- bond offering that was raised to AAA by a credit wrap from Ambac, a $45 million loan from St. Louis County, $90 million in funding from the Cardinals ownership group and approximately $45 million in state tax credit financing.

• Represented owner of the NASL’s San Antonio Scorpions soccer team with respect to the sale of the franchise and associated soccer-specific stadium in San Antonio, Toyota Field to the San Antonio Spurs organization.

• Represented a national bank as syndicate member of the $265 million senior secured credit facility in connection with the construction of a new Downtown Arena for the Sacramento Kings.

Cannabis

• Represented StateHouse Holdings, Inc., a CSE- and OTCMKTS-listed, vertically integrated cannabis company operating throughout California, in connection with an upsizing of its existing Series A Notes loan facility from Pelorus Equity Group, a leader in financing real estate build-outs in the cannabis sector. Under the terms of the loan modification, Pelorus provided an incremental term loan of $7.5 million, bringing the total loan under the Series A loan agreement to $15 million and extending the maturity date.

• Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.), a California-focused, vertically integrated cannabis enterprise, in its acquisition of LPF JV Corporation, a leading manufacturer, cultivator and distributor of award-winning cannabis brands in California.

• Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.), a California-focused, vertically integrated cannabis enterprise, in its acquisition of UL Holdings Inc., a top California cannabis retailer with a dominant position in Southern California.

Admissions

• New Jersey
• New York
• U.S. District Court for the Southern District of New York

Education

• Fordham University School of Law, J.D., 1990
• Columbia University, B.S., Civil Engineering, 1984

Experience

• Duane Morris LLP
  - Special Counsel, 2017-present
• LeClair Ryan
  - Partner, 2016-2017
• Dentons
  - Partner, 2012-2016
• DLA Piper
  - Partner, 2002-2012
• King & Spalding
  - Counsel, 2000-2002
• Cadwalader
  - Counsel, 1998-2000
• White & Case
  - Associate, 1990-1998

Professional Activities

• U.S. American Indonesian Chamber of Commerce

Selected Speaking Engagements

• Speaker, "Negotiating a Financeable Power Purchase Agreement for Renewable Energy," CARILEC, Webinar, March 16-17, 2021

• Presenter, "Heading to the Land of Milk and Honey: Opportunities and Challenges for Project Financing and Offshore Wind Power in Taiwan," Duane Morris & Selvam Taiwan, January 18, 2019

• Speaker, "Insights into Florida's New P3 Law," Presentation in Conjunction with Bank of Montreal P3 Advisory Group, Orlando, Florida, October 2014
• Speaker, Latin America and the Caribbean, "Alternative Delivery Systems, New Methods and New Markets for Chinese International Contractors," Chinese International Contractors Association, Beijing, China, October 2012