Carl Fleming

Akin Gump Strauss Hauer & Feld LLP

Carl J. Fleming is a member of the firm’s global project finance group.  Mr. Fleming focuses his practice on project development and finance, with a particular emphasis on providing legal and commercial advice for the development, construction, financing, operation, purchase and sale of wind power, solar power and other alternative energy projects.

He has extensive experience working on matters within the United States and throughout the world. His clients include many of the top renewable energy developers and private equity investors.Mr. Fleming has more than a decade of experience representing private-sector and government clients in major domestic and international energy transactions, including transactions in more than 40 countries worldwide. His experience extends to all facets of alternative energy development and finance, including merger and acquisition transactions, construction and EPC contracts, equipment purchase and sale agreements, power purchase agreements (PPA), and equity and debt financings.

He also assists clients in all aspects of the burgeoning offshore wind industry, including construction and siting of those facilities.Fleming’s work has been featured in The Wall Street Journal, Washington Lawyer, Africa Insider and other trade publications. He has been recognized as a “Rising Star” and one of the “Top Rated Energy & Natural Resources Attorneys in Washington, DC.” He is a frequent speaker and author on topics related to alternative energy or African investments. He is the author of “A Legal and Commercial Checklist for Bankable Solar EPC Contracts: A Developer’s Guide,” a leading reference guide for solar project developers.

He is a member of the Power Africa working group, a White House initiative to increase energy investment in Africa, that published “Understanding Power Purchase Agreements,” a handbook for negotiating PPAs, concession agreements and sovereign guarantees in Africa that is a must-have resource for practitioners, project developers, financiers and government officials. He is also a contributor to the U.S. Chamber of Commerce’s “Africa and the United States: A Defining Relationship of the 21st Century,” a leading reference guide for project developers and investors engaged in African energy projects and investments.

Prior to joining Akin Gump Strauss Hauer & Feld LLP, Mr. Fleming worked for the U.S. government at the Millennium Challenge Corporation (MCC), where he served as a senior international attorney, an advisor to the White House’s senior advisor to the MCC and a diplomat. He developed, negotiated and implemented international agreements with foreign states to open markets and develop energy and infrastructure projects in sub-Saharan Africa, North Africa and the Middle East, Latin America, Europe and Asia.More specifically, as a senior international attorney, Mr. Fleming counseled the U.S. government and foreign government ministries in the development and construction of large-scale infrastructure projects.

As an advisor to the White House’s senior advisor to the MCC, he advised the MCC’s board (including the Secretary of State, USTR, USAID and the Treasury) on investments across its global portfolio, exceeding an aggregate value of $12 billion in more than 32 countries. As a diplomat, he cultivated positive relationships with foreign government officials, advising them on their most challenging policy, governance and transactional matters.Before joining the U.S. government, Mr. Fleming spent several years in private practice in the New York offices of another large international law firm, representing many of the world’s top investment banks in domestic and international finance transactions involving project financings, leveraged acquisition financings, mezzanine financings, bridge financings and bond offerings.

Prior to his work on Wall Street, he spent several years at one of the world’s largest international marine shipping carriers, where he focused on Jones Act compliance.Mr. Fleming attended the Georgetown University Law Center, where he was selected as a Senior Writing Fellow for the Georgetown University Law Center Legal Writing Center, an executive articles and notes editor for the Georgetown Journal of Gender and the Law, and a member of the Georgetown University Law Center Federal Legislation Clinic.

Representative Work:

  • Project and Acquisition Finance
    • representation of Citigroup Global Markets and a syndicate of lenders in the $350 million financing for the acquisition by ArcLight Capital of 18 solar, geothermal and wind projects located across the Western United States from Caithness Energy; the financing structure of this transaction included a senior secured multitranche term loan facility, a senior secured revolving credit facility and a letter of credit facility
    • representation of Calyon Bank and Export Development Canada in the $288 million financing for the acquisition by Brookfield Asset Management Inc. of a 156 MW hydroelectric plant located on the Itiquira River in Brazil from NRG Energy Inc.; the financing structure of this transaction included a senior secured multitranche term loan facility, a senior secured revolving credit facility and a letter of credit facility
    • representation of Sammons Renewable Energy, the renewable energy development subsidiary of Sammons Enterprises, Inc., in its acquisition of a 163 MW wind project located in Texas from Apex Energy. The representation included all aspects of development and construction, including the negotiation of the construction agreement, turbine supply agreement for 47 Siemens Gamesa turbines, service, long-term service, warranty and maintenance agreement, construction management agreement and asset management agreement
    • representation of sPower, an AES and AIMCo company, with its negotiation of a purchase of Vestas turbine components that qualify for 80 percent of the Production Tax Credit and enable 400 MW of future project development
    • representation of Quinbrook, a global investment manager specializing in lower carbon and renewable energy infrastructure assets, in its construction and tax equity financing of a 200 MW wind project located in Oklahoma
    • representation of Sammons Renewable Energy in its acquisition of a 194 MW solar portfolio located in South Carolina from Heelstone Energy.  The representation included negotiation of the asset management agreement for the portfolio comprised of 36 operating projects with long-term energy contracts
    • representation of a U.S. solar energy development subsidiary of a European developer in the structuring and negotiation of a $500 million platform agreement with an international insurance company that will provide funding for the development and the eventual sale of a portfolio of utility-scale solar projects in the U.S.
    • representation of Quinbrook Infrastructure Partners in its acquisition of a portfolio of solar projects under development
    • representation of Origis Energy in the development, construction and sale of a 52 MW solar project in the state of Mississippi. The representation included all primary EPC contracts, EPC subcontracts, module supply agreements, equipment and services agreements and operations and asset management agreements
    • representation of sPower in the development and tax equity financing of the 60 MW Latigo Wind Farm located in Utah. The representation included the negotiation of turbine supply and construction agreements and all aspects of the development, including tax equity financing with GE Capital
    • representation of a leading mining company in connection with the development and project financing of a 215 MW power facility, 100 km transmission line and LNG regasification facility in the Dominican Republic
    • representation of Kfw-IPEX Bank and a syndicate of lenders in the $1.25 billion project financing of seven melamine/urea ammonium nitrate/ammonia plants to be owned and operated in Point Lisas, Trinidad and Tobago by Methanol Holdings; the financing was backed by the German ECA EULER-Hermes and was divided into three tranches
    • representation of Lehman Brothers and a syndicate of lenders in the $1.25 billion financing for the acquisition by the Carlyle Group of Goodyear’s Engineered Products business, encompassing 32 companies in 12 different countries; the financing structure of this transaction included secured first and second lien term loans
    • representation of Dresdner Kleinwort Wasserstein and a syndicate of lenders in the $860 million financing for the acquisition by Macquarie Bank, Ltd. of the United States water utility Aquarion Co., one of the 10 largest, privately owned water utilities in the U.S., from the United Kingdom’s Kelda Group PLC; the structure of this transaction included a secured term loan, a secured revolving credit facility and a letter of credit facility
  • Private Equity:
    • representation of a large African investment fund in connection with a $130 million equity fund raise for investment in East Africa’s leading media and telecom company, operating in Kenya, Tanzania, Uganda and Zambia
    • representation of a large, global, renewable energy company in connection with the $350 million acquisition of a portfolio of wind power operating companies located in Guatemala, Honduras, Nicaragua and Costa Rica
    • representation of a large African investment fund in connection with the restructuring of a leading publicly listed fertilizer company in Nigeria
    • representation of a leading international private equity firm on its acquisition of an African educational brand and universities located in Zambia and Uganda
    • representation of Lehman Brothers as structuring agent and financial advisor in the development of the project financing of the U.S. construction of $1 billion of tanker vessels, a joint venture between a shipping company, U.S. Shipping Partners L.P., and certain Blackstone equity funds, including structured debt and equity
    • representation of Citigroup Global Markets as equity investor in its $30 million structured equity investment in a newly formed special-purpose vehicle that owns a portfolio of 10 wind projects located in California in connection with the nonrecourse financing of the project
    • representation of a leading pan-African private equity firm, along with its investment partners, in connection with a $3.1 billion equity and debt financing for IHS Towers, Africa’s leading African telecoms infrastructure business, recognized as Africa Investor’s “African Infrastructure ICT Project Developer of the Year 2015”
    • representation of a leading international private equity firm, along with its investment partners, on its sale of the leading private reinsurance company in Africa, with operations in more than 44 countries across the continent and offices in Nigeria, Cameroon, Botswana, Cote d’Ivoire, Kenya and Tunisia
    • representation of a large African investment fund in connection with a $1 billion equity fund raise investment in a leading African cell phone tower company with operations in Nigeria, Cameroon and Côte d’Ivoire, recognized as Private Equity Africa Awards 2015 “Landmark Deal of the Year”
  • Corporate Finance:
    • representation of JPMorgan Chase Bank, N.A. and a syndicate of lenders in the $180 million financing of a 364-day facility to be used for general corporate purposes by a wealth management group, Freidman, Billings, Ramsey Group, Inc., and certain of its subsidiaries; the financing structure of this secured transaction included a term loan facility
    • representation of JPMorgan Chase Bank, N.A. in the $45 million financing of a five-year facility to be used for general corporate purposes by a professional staffing corporation, CDI Corporation, and certain of its subsidiaries; the financing structure of this secured transaction included a term loan facility, a swingline facility, a letter of credit facility and a guarantee
    • representation of JPMorgan Chase Bank, N.A. in the $30 million financing of a five-year facility to be used for general corporate purposes by a pharmaceutical products and services corporation, Cambrex Corporation, and certain of its subsidiaries; the financing structure of this secured transaction included a term loan facility, a swingline facility and a letter of credit facility
    • representation of JPMorgan Chase Bank, N.A. and a syndicate of lenders in the $2.5 billion financing of a five-year facility to be used for general corporate purposes by a national insurance company, Prudential Insurance Company of America, and certain of its subsidiaries; the financing structure of this secured transaction included a term loan facility, a revolving credit facility and a multicurrency swingline facility
    • representation of Bank of America and a syndicate of lenders in the $500 million financing of a 364-day facility to be used for general corporate purposes by a national insurance company, Prudential Insurance Company of America, and certain of its subsidiaries; the financing structure of this secured transaction included a term loan facility, a revolving credit facility and a swingline facility
    • representation of Citicorp USA, Inc. and a syndicate of lenders in the $200 million financing of a five-year facility to be used for general corporate purposes by a national insurance company, Prudential Insurance Company of America, and certain of its subsidiaries; the financing structure of this secured transaction included a term loan facility, a revolving credit facility and a multicurrency swingline facility

Education:

  • J.D., Georgetown University Law Center, 2005
  • B.S., University of Scranton, 1999

Bar Admissions:

  • District of Columbia
  • New York

Cost

Rate : $$$

What types of cases Attorney Carl Fleming & Akin Gump Strauss Hauer & Feld LLP can handle?
Akin Gump Strauss Hauer & Feld LLP can handle cases related to laws concerning Financial Services, Corporate, Government, Energy Utilities & Environmental. We manually verify each attorney’s practice areas before approving their profiles and reviews on our website.
Where is Akin Gump Strauss Hauer & Feld LLP located?
Akin Gump Strauss Hauer & Feld LLP is located at 1564, 1333 New Hampshire Ave NW, Washington, DC 20036, United States. You can reach out to Akin Gump Strauss Hauer & Feld LLP using their phone line 202.887.4163. You can also check their website akingump.com or email them at [email protected].
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