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John F. Pierce

Partner
 
Energy & Clean Technology
Project Development & Finance
Corporate Finance
 

John F. Pierce
Partner
 
Energy & Clean Technology
Project Development & Finance
Corporate Finance
 

  Printable Version

CONTACT:
701 Fifth Avenue
Suite 5100
Seattle, WA 98104
Phone | 206-883-2500
Fax | 206-883-2699

Email | John Pierce

 

CONTACT:
701 Fifth Avenue
Suite 5100
Seattle, WA 98104
Phone | 206-883-2511
Fax | 206-883-2699
jpierce@wsgr.com

EXPERIENCE:
 
John F. Pierce is a partner in Wilson Sonsini Goodrich & Rosati's Seattle office, where he represents clients in connection with the development and finance of projects involving wind, solar (including photovoltic, concentrated, and thermal), geothermal, and biomass energy, as well as those involving alternative fuels such as ethanol, biodiesel, algal biomass, and advanced-generation biofuels. John's practice encompasses project sponsors and investors, and is international in scope, with extensive dealings in South Asia, Southeast Asia, China, India, Africa, and the Middle East.

His clients include venture-backed companies in the renewable energy industry, traditional renewable energy project companies, and lenders. Among many transactions, John has advised on the development of biofuels production facilities throughout the United States, as well as on their project financing and construction. He has provided counsel on wind energy projects in the U.S. and Canada, advised U.S. energy companies regarding joint ventures in biomass-fuel-powered projects in Asia and Latin America, and provided counsel on the acquisition of Indonesian geothermal power projects and the development of plants in the Philippines and Chile, including the drafting of the principal transactional documents and negotiations with lenders, as well as major overland and sub-sea gas pipelines in Asia. John also has broad international experience in infrastructure development and financing, including projects involving ports (bulk and containers) and industrial zones; joint ventures and other transactions in the aviation field; investments in Internet and software companies; telecommunications-related regulatory, commercial, and licensing matters; and the financing of oil and gas projects.

John acts as foreign legal counsel to Daw Aung San Suu Kyi, the democratic opposition leader in Myanmar, and is involved (with his wife) with Myanmar community groups in the United States.


REPRESENTATIVE MATTERS:

Energy/Natural Resources:

  • Advising Lockheed Martin on large-scale solar energy, ocean energy, and biofuels projects
  • Advised on the construction of a LNG terminal in Yemen for Total
  • Advised Total regarding the development of an oil refining complex in Vietnam (never completed)
  • Represented contractors in respect of certain EPC agreements for the development of an Indian oil refining complex
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  • Represented Caltex regarding the restructuring of the project financing of the Star Refinery complex in Thailand
  • Advised Caltex regarding certain offshore production jacket manufacturing contracts
  • Advised various biofuels companies (ethanol, biodiesel, biobutanol, algae) with respect to more than a dozen plants on both sides of the transactions, including the largest biodiesel facilities in the U.S.
  • Advised ItalThai regarding various construction-related agreements for the Don Muang Tollway project on behalf of Dywidag/GTM Consortium in Thailand, as well as the construction-related and financing related agreements for the construction of the Mandalay International Airport
  • Represented Indochina Goldfields with Marubeni as contractor providing construction and financing of the Monywa, Myanmar and Turquoise Hill, Mongolia cooper and gold mining projects
  • Represented a Korean consortium with regard to privatization and rehabilitation of the Ulan Baatuur district heating system
  • Advised several contractors relating to the Hopewell Sky Train project in Bangkok, Thailand
  • Geothermal projects: Unocal - Cavite, Philippines project; Salak and Wiyang Windu, Indonesia projects; U.S. Geothermal project, Idaho; Calpine - repowering projects in Geysers area, California; various drilling and field services agreements for Magma Geothermal, Sierra Geothermal, AltaRock, Raser, United Technologies - more than 1,500 MWs
  • Represented various wind farm developers in relation to construction-related agreements for enXco, MidAmerican, PPM, PacificCorp, FPL, SeaWest, Brookfield (Canada), RES, and others - more than 3,400 MWs, including Shiloh I and II, Walnut Wind, Goodnoe Hills, Lost Lake, Fenton, Chandler, Spearville, Hawi, Wall Lake, Oasis, Alta Mesa, Chanarambie, and Viking, among others
  • Acted as counsel to the Unocal/Total consortium regarding the Yadana transnational gas pipeline from Myanmar to Thailand and associated facilities - $1.6 bb
  • Acted as counsel to Texaco regarding the Yetagun transnational gas pipeline from Myanmar to Thailand and associated facilities - $1.4 bb
  • Advised Unocal in relation to a gas pipeline from Bangladesh to Bengal State, India (not completed)
  • Represented various prominent cement manufacturers, including Lafarge, Holderbank, and Marine Cement with respect to investments in and development of cement plants in Vietnam, Bangladesh, Thailand, and Myanmar
  • Assisted in the development of gas-fired or diesel power plants - for Enron in Africa and the Philippines; Tenaga in Malaysia; VietPower in Vietnam; EGAT in Thailand and Cambodia; BP's 750 MW cogen plant in Cherry Point, Washington
  • Advised on the development of various biomass-fired power plants ranging in size from 10 to 210 MWs
  • Advised on numerous wind energy conversion projects, including turbine supply agreements, warranty agreements, and operation and maintenance agreements, as well as related project finance documentation
  • Advised on and prepared various production-sharing contracts and related documentation, including joint operating agreements, transportation, agreements and related bid documentation, and EPC agreements
  • Counsel to Thai energy company in relation to an energy projection plant and related transmission system in Cambodia
  • Advised a U.S. energy major on the acquisition of defaulting a 220 MW geothermal power project in Indonesia, valued at US$450 million, including the drafting of the principal transactional documentation such as the term sheet, loan documentation, master agreement, indemnities, and guarantees, and participated in the negotiations with lenders
  • Acting for a U.S. oil and gas major in respect of its construction of an offshore/onshore natural gas pipeline in Myanmar, as well as matters regarding the possible construction of a power plant and other offtake activities
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  • Advised a U.S. energy major in Vietnam regarding several offshore production sharing contracts
  • Counsel to a U.S. energy major in relation to its negotiations with the Thai petroleum monopoly regarding a certain refinery joint venture investment in Thailand and related transactional issues arising from credit and insolvency issues between these parties and the project company
  • Counsel to a multinational corporation in relation to its joint venture development of a potash mining project in Indochina, including the preparation of the term sheet, joint venture agreement, and related documentation
  • Advised a U.S. energy company regarding a joint venture greenfield biomass fuel power project in the Philippines, with an investment value of US$130 million, including the preparation of the joint venture documentation, certain financing documentation, and related documents and instruments
  • Acted as the principal in-country legal counsel to two oil company consortiums, led by U.S. and European majors, concerning all aspects of the building of onshore and offshore natural gas pipelines to Thailand, with total investment of more than US$600 million
  • Advised on the sale, valued at more than US$350 million, of a holding company's interests in a certain oil and gas consortium and the possible tax consequences thereof, including negotiating with the Myanmar oil and gas and tax authorities, which attempted to impose a capital gains tax on such a sale
  • Counsel to various energy concerns regarding their proposed investments in independent Power Producer (IPP) projects in Asia, including the preparation of the base documentation, the negotiation of the same with counterparts, including negotiations for the gas supply and the power purchase agreements and concessions
  • Participated in the organization of a US$1.5 bb American-Saudi joint venture to build a world-class petrochemicals facility to produce Benzene and Cyclohexane, including project finance documentation, the relevant documentation, and negotiations with several Saudi Arabian government ministries

Infrastructure:

  • Represented contractor consortium with respect to the rebuilding of the port and airport of Aden, Yemen
  • Advised on the Jebel Ali Free Port, in particular contracts on portions of port project (equipment supply, bulk terminal)
  • Advised CP Ports regarding contracts for construction of container and bulk terminals in Myanmar
  • Advised Hutchison Ports regarding contracts for construction of container facilities in Myanmar
  • Acted as counsel to a large industrial zone development project, a joint project of the Myanmar and Singapore governments, to build an integrated industrial zone near Yangon, Myanmar. This zone, which is more than 440 hectares in size, included its own port facilities, road grid and rail access links, water and waste infrastructure, and other infrastructure developments. The project involved drafting and advising on the zone concessions and related port concession agreements, related land leases, heads of agreement, the joint venture agreement, the financing agreements, and related security documentation, as well as the EPC agreements and investment approval-related documentation.
  • Acted as principal legal counsel to a major European cement and building materials concern regarding its negotiations and participation in a US$150 million cement production joint venture
  • Counsel to a major European cement producer with respect to its investment in the first bulk cement terminal in Myanmar and related distribution system, including lease agreements, commercial agreements, and the acquisition of investment incentives and guarantees from the Myanmar government
  • Advised on the largest greenfield industrial estate and related port facility in Myanmar, including substantial negotiations with the Myanmar government and investors therein, and prepared documentation including various opinions, lease agreements, and commercial agreements
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  • Advised a prominent Japanese trading house in regards to drafting a proposed export processing zone law for use in Myanmar. This draft law was submitted by this company to the Myanmar government in the hopes that it would be enacted and thus benefit its industrial park developments.
  • Advised on the establishment of representative offices for foreign banks, joint venture banks between foreign financial institutions, and domestic banks, as well as the representative offices of foreign insurance companies and joint venture insurance companies

Aviation:

  • Advised several aircraft manufacturers and leasing companies regarding the sale and/or lease of commercial/passenger aircraft in the Middle East and Asia. Clients have included Boeing, ATR, Bombardier, and GE Capital.
  • Advised airlines on various commercial matters including wet/dry leases, cooperation on joint venture agreements, and various service agreements. Clients include Air France and various small-to-medium Asian couriers.

Corporate/Finance:

  • Advised a U.S. venture capital fund in relation to its many venture capital investments in certain Asian and South Asian Internet companies, including the preparation of transaction documentation such as term sheets and preferred share purchase agreements
  • Participated in venture capital transactions by the venture capital arm of a U.S. software company in two Indian software start-ups and prepared the related documentation
  • Participated as counsel to a U.S. oil and gas major regarding a US$900 million revolving credit facility involving a consortium of banks, including advising on and drafting the principal documentation
  • Prepared finance opinions and structured security packages for numerous loans to private and government projects in Indochina, including port projects, aircraft, and property developments such as hotels, industrial estates, office buildings, and serviced apartments, among others
  • Provided advice and a legal opinion on Myanmar portion of an international bond issue
  • Performed due diligence related to certain acquisitions in Indonesia, Malaysia, Thailand, South Korea, Vietnam, Cambodia, Myanmar, Singapore, South Korea, and China, and participated in the negotiations between the relevant government and state enterprise officials related to these acquisitions
  • Participated in the dissolution of high-value syndicated loans among major first-class banks and the discounting and sale of the delinquent debt
  • Organized an American-Saudi joint venture to manufacture automotive and truck maintenance-free batteries, including governmental, soft financing, and bank loans
  • Participated in the organization of an American-Saudi joint venture to manufacture and assemble world-class turbine generators to take advantage of government tender regulations that require inputs, if available, to be purchased from domestic producers
  • Advised regarding the same of various securities, including investment trusts and market funds

Telecommunications:

  • Acting as international legal counsel to Telexes LLC (a low earth orbit (LEO) telecommunications system), which subsequently acquired ICO out of bankruptcy, in regards to various commercial agreements and regulatory obligations in Northeast and Southeast Asia, including China, Vietnam, Cambodia, Myanmar, Korea (North and South), and Mongolia, among others
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  • Advising the New Iridium Satellite communications system in respect of regulatory, commercial, and licensing matters in Southeast Asia and Northeast Asia
  • Acted for InterDigital Communications in regards to a joint venture investment in a US$250 million telecommunications production facility in Asia and in related commercial supply agreements, as well as advising on the project financing of this project

EDUCATION:
  • J.D., University of Washington School of Law, 1993
    High Honors
  • B.S., Economics, San Francisco State University, 1990
    Magna Cum Laude

ASSOCIATIONS AND MEMBERSHIPS:
  • Member, American Wind Energy Association
  • Member, Geothermal Energy Association
  • Member, Geothermal Resources Council
  • Member, Rocky Mountain Mineral Law Foundation
  • Member, Society of Industry Leaders
  • Member, Washington State Bar Association
  • Member, Oregon State Bar Association
  • Member, International Advisory Board, Pacific Rim Law & Policy Journal
  • Lecturer, University of Washington School of Law
  • Trained as arbitrator, Singapore International Arbitration Centre

SELECT PUBLICATIONS:
  • Co-author with Byron McCann, "Clean tech takes a lot more capital," Puget Sound Business Journal, November 6, 2009
  • "Philippine Foreign Investment Efforts: The Foreign Investment Act and the Local Government Code," Pacific Rim Law & Policy Journal, 1992
  • Regular contributor, AsiaLaw, Euromoney's Asian Investment Law Directory, and Asia: A Legal Guide
  • Founding member and contributor, Asian Commercial Law Review, Journal of International Banking Law, Oil and Gas Law, and Taxation Review
  • Principal contributor to several renewable energy publications

SELECT SPEAKING ENGAGEMENTS:

John frequently speaks on various renewable energy, energy, and infrastructure matters, including project financing.


ADMISSIONS:
  • State Bar of Oregon
  • State Bar of Washington

 

John Pierce can be reached at 206-883-2511 or jpierce@wsgr.com.