Roger W. Rosendahl
Experience
Roger Rosendahl is an attorney in the Washington, D.C. and San Francisco offices of
Stoel Rives LLP. Mr. Rosendahl has more than 20 years' experience in corporate and
finance transactions, including representation of some of the world's largest
companies, and previously served as Head of Global Project Finance and Privatization
and Head of Energy at major New York City law firms. Mr. Rosendahl has served on
both the Energy Law Committee and the Project Finance Committee of the Association
of the Bar of the City of New York and has been recognized among both Manhattan
"Super Lawyers" and "Top Lawyers in California."
Mr. Rosendahl’s mergers and acquisitions and project finance and privatization
practice has included representation of project sponsors, developers, commercial
banks, private equity investors, investment banks, underwriters, sovereigns and
borrowers in a wide variety of industries, including infrastructure, industrial
Co-Head, Project Finance
development projects, natural resources (including fisheries matters), water, mining,
Washington, DC
manufacturing, transportation, telecommunications, and energy. His energy and
(202) 398-1760 direct
power experience encompasses coal- and gas-fired facilities, oil and gas development
(202) 621-6394 fax
and financing, hydro-electric power, geothermal, wind, solar, and biofuels facilities.
He is experienced in utilizing energy subsidy, tax, and financing incentives, as well as
San Francisco, CA
government agency, export credit agency, and multilateral institution financing
(415) 500-6521 direct
programs.
Mr. Rosendahl’s mergers and acquisitions experience includes representation of
(415) 617-8907 fax
roger.rosendahl@stoel.com
acquirers, targets and investors in public and private mergers and acquisitions,
leveraged buyouts, acquisition financing, corporate restructuring and acquisitions out
of bankruptcy.
Education

Center
St. Peter Canisius Fellow
Publications & Speaking Engagements
Managing Editor, Law and Policy in
International Business University of
Mr. Rosendahl is a frequent speaker at conferences, seminars, and Webiners and has
lectured at the University of Business and International Economics in Beijing, the
Frankfurt Schulte zur Hausen Fellow at
Institute for International Business Law in Tokyo, and the Universities of Heidelberg,
Institut für ausländisches und
Cologne, and Frankfurt. His recent publications include:

"Why RECs Matter: The Case for Renewable Energy Credits," North American
internationales Wirtschaftsrecht

Windpower (July 2015)


J.D., Georgetown University Law
A.B., cum laude, University of
Southern California and Cambridge
University, England
"WIFIA - What is it? How Does It Work? What Projects Qualify?" Water Utility
Infrastructure Management (December 2014)
Admissions
"The Bright Side of the Blackout,"The Deal (2003) (on the 2003 Northeast power

California
blackout)

New York
Languages

German
Roger W. Rosendahl

"Lessons from La La Land,"Metropolitan Corporate Counsel Magazine (2002) (on the California energy crisis)

"Introduction - History and Evolution of US Wind Power" and "Introduction to Doing Business in the US Legal System," chapters in
Handbook on the US Wind Energy Market and Industry: a Definitive Guide for Chinese Wind Developers, Manufacturers and
Suppliers, 2011 (in Chinese and English)

"How Wind Power Can Lower the Cost of Energy," North American Wind Power (March 2011)

"The Politics of Solar Siting," North American Clean Energy (March/April 2009)

"Yukos and the Rule of Law in Russia: Lessons in Litigation," in Private and Commercial Law in a European and Global Context
(De Gruyter, New York; Berlin, 2006)

"Political, Economic and Cultural Obstacles to Effective Arbitration of Foreign Investment Disputes," in Horn, Arbitrating Foreign
Investment Disputes: Procedural and Substantive Legal Aspects, Kluwer, 2004

"Securitization Opens New Opportunities for Project Finance," Corporate Counsel (1997)
Representative Work
Representative Project Finance Transactions

Representation of Pan Pacific Energy and its affiliate Northwest Innovation Works in connection with development and financing
of $2.2 billion methanol processing facility in the Pacific Northwest.

Representation of Denham Capital in connection with project financing with Standard Bank and Development Bank of South
Africa of first solar (and wind) projects in South Africa.

Representation of Getty Trust in connection with US$160 million oil and gas joint venture with Gazprom in Orenburg, Russia,
and related project financing by the Overseas Project Investment Corporation and the European Bank for Reconstruction and
Development and related investment guarantee by the Multilateral Investment Guarantee Agency of the World Bank.

Representation of the Renco Group and Doe Run Resources Company in the $1.2 billion bridge-loan acquisition and bond
financing of the purchase of the La Oroya smelter and copper mine from Peruvian state-owned entity, Centromin.

Advice and assistance to Port Vera Development Corporation in connection with development and financing of oil and container
terminal in the Black Sea port of Yuzhny, Ukraine.

Advice and assistance to GE Capital in connection with financing of Cross Sound Cable Project.

Representation of large German landesbank in negotiations with Union Bank of California in connection with US$300 million
power project financing for Electricite de France, S.A.

Representation of Swedish telecom company in connection with development of telecommunications project in Ecuador,
including proposed telecommunications regulatory regime.

Representation of Nordex USA in connection with US$110 million project and receivable sale financing of Synergics/Roth Rock
wind project with Bayern LB.

Representation of Trident Foods, Inc. in connection with Overseas Private Investment Corporation financing of fisheries and
processing project in Mauritius.
Roger W. Rosendahl

Representation of H.J. Heinz Company and Star-Kist Foods, Inc. in connection with development and project financing of
multiple natural resources projects utilizing Overseas Private Investment Corporation and International Finance Corporation
financing in Ghana, Zaire, Ivory Coast, Mexico and Papua New Guinea.
Representative M&A Transactions

Representation of Atlantic Tele-Network, Inc. in acquisition of portfolio of operating and late-stage development solar projects
and related restructuring and refinancing.

Representation of AM General and the Renco Group in sale of the "Hummer" to General Motors and related US$250 million
development financing.

Representation of Global Communications Systems, Inc. in US$100 million sale to L3 Communications.

Representation of Telecorp PCS and related entities in license sharing agreement and related US$7 billion sale to AT&T
Wireless.

Representation of Allco Principals Trust in connection with sale of a 3,100 MW project in development to a related entity.

Representation of Whittier Trust in connection with acquisition bid by INVESCO.

Representation of Tri-Marine International and Thai Union in connection with Merrill Lynch auction of StarKist Foods, Inc. on
behalf of Del Monte Corporation.

Representation of Tri-Marine International and Thai Union in connection with acquisition of Pan Pacific Fisheries in 367
bankruptcy auction.

Representation of major investment bank in leveraged buy-out bid for Bumble Bee Seafoods.

Advice and assistance to Tri-Marine International and Thai Union in connection with acquisition of Chicken of the Sea
International from Prudential Securities.

Advice and assistance to large Brazilian sponsor/developer in connection with development and sale of 500 MW wind power
project in Minas Gerais, Brazil.

Representation of large Canadian pension fund in connection US$300 million acquisition of master limited partnership interest s
in Enbridge Energy Partners.

Representation of large Canadian pension fund in connection with sale of ownership interests in Astoria power project to GDF
Suez Energy.

Representation of Tortoise Capital Advisors in connection with US$300 million acquisition of master limited partnership inter ests
in Enbridge Energy Partners.
Representative Energy Transactions

Representation of Denham Capital in connection with project financing with Standard Bank and Development Bank of South
Africa of first solar (and wind) projects in South Africa
Roger W. Rosendahl

Representation of Atlantic Tele-Network, Inc. in acquisition of portfolio of operating and late-stage development solar projects
and related restructuring and refinancing

Representation of Nordex (USA), Inc. in connection with development and sale to Exelon of first phase of 300 MW wind project
in Michigan.

Representation of Nordex (USA), Inc. in connection with US$110 million project financing of Synergics/Roth Rock wind project
and related receivable financing with Bayern Landesbank.

Representation of world's largest pharmaceutical company in connection with development of solar projects in Puerto Rico and
related request for proposal from potential developers and related Power Purchase Agreement.

Representation of world's largest pharmaceutical company in connection with development of solar project in New Jersey.

Representation of world's largest pharmaceutical company in connection with regulatory issues with Michigan Public Services
Commission and other parties regarding Michigan policy on choice in alternative energy suppliers.

Representation of Creditors Committee in the Chapter 11 bankruptcy proceedings of the National Energy Group, the unregulated
subsidiary of Pacific Gas and Electric Corporation, including related Federal Energy Regulatory Commission litigation, mediation
and settlement of claims of Cogentrix for alleged failure of "qualified facility" status.

Advice and assistance to large German landesbank in connection with wind power projects.

Representation of US Biodiesel Group in connection with development and financing of biodiesel production facility in Portland,
Maine.

Representation of US Biodiesel Group in connection with joint venture and related marketing and supply agreements with
Lansing Trade Group, LLC.

Representation of US Biodiesel Group in connection with offtake agreements with Biofuels Merchants, LLC, and EDF & Man.

Representation of US Renewable Energy Group in connection with soy supply arrangements with Supreme Oil, LLC and related
compliance with accepted international standards for soy production.

Representation of Supreme Oil, LLC in connection with negotiation of joint venture and biofuels feedstock offtake agreements.

Representation of GE Capital in multiple acquisitions, sales and restructurings of energy investments and financings, includi ng
restructuring of investments in merchant power affiliates of El Paso Energy Corporation, sales of interests in independent power
producers, and acquisition bids on PURPA "qualifying facilities" in the Western United States, including the Salton Sea IV
Geothermal Project.

Representation of GE Capital, as successor in interest to Heller Financial, in connection with sale of a minority interest in San
Gorgonio Westwinds to Caithness.

Representation of large Canadian pension fund in connection with sale of ownership interests in Astoria power project to GD F
Suez Energy, including related Federal Energy Regulatory Commission and New York State regulatory requirements.

Advice and assistance to Connecticut Department of Utility Control in connection with regulatory, financing and accounting
variables involving "contract for differences."
Roger W. Rosendahl

Representation of large German landesbank in negotiations with Union Bank of California in connection with US$300 million
power project financing for Electricite de France, S.A.

Representation of SoCore Energy in connection with initial development of US$300 million funding vehicle for multiple rooftop
solar projects.

Representation of Texas developer in connection with development of "Mariah" wind project and related response to request for
proposal for 200 MW of renewable power from Austin Energy.

Representation of PICO Holdings, Inc. and affiliates in US$100 million term and working capital project financing by ING
(Americas) and Macquarie for a biofuels facility in Minnesota and related Commodity Hedge Agreements with Macquarie.

Advice and assistance to large biofuels producer in connection with development financing of jet biofuels facility and relate d US
Department of Agriculture loan guarantee.