Robert J. Downing

Robert J. Downing

Shareholder

Robert J. Downing has more than 30 years’ experience in international business transactions and is Board Certified in International Law by The Florida Bar. He focuses on energy, infrastructure, finance, and project development in Latin America. Since joining Greenberg Traurig, a substantial part of his practice has been devoted to the Mexican Energy Reform in the electricity sector.

Prior to joining the firm, Robert was Associate General Counsel at Duke Energy International, a subsidiary of Duke Energy, the largest electric utility in the United States. He worked throughout Latin America. He previously served as Senior Attorney at the Cisneros Group, a Venezuelan conglomerate with global operations. He holds an LL.M. in Energy, Environmental and Natural Resources Law.

Capabilities

Experience

  • Mexico/Transmission and Distribution. Representation of North American companies seeking to enter the Mexican market in the transmission and distribution power sectors. Extensive analysis of Constitutional reforms, implementing legislation, new electricity law and related regulations, and cross-border tax, corporate and regulatory issues.
  • Mexico/CENACE Renewables Auction (Wind). Representation of a Canadian renewable energy company in an international public bid for a 350 MW wind farm power generation facility in Mexico. Analysis of first-ever CENACE auction for power, capacity and renewable energy certificates in Mexico, with CFE as the off-taker.
  • Mexico/CFE Generation Bid (CCGF). Representation of international consortia in two international public bids for 780 MW combined cycle, gas-fired power generation facilities in Mexico. Review and analysis of CFE bid guidelines, energy laws and regulations, tax and corporate planning and anti-trust (COFECE) filings. Review of alternative gas-fired technologies offered by major equipment manufacturers. Review and analyze EPC and O&M contracts from service providers.
  • Mexico/Renewables PPAs (Wind). Negotiated and prepared power purchase agreements (PPAs) on behalf of U.S. consumer products companies. Review and analysis of regulatory requirements, clean energy certificates, and development of wholesale electricity market.
  • Mexico/CFE Geothermal Bid. Representation of U.S.-Mexico consortium in international public bid for a 60 MW geothermal power generation facility in Mexico. Review of CFE bid guidelines and structuring of investment with Mexican partner. Preparation and negotiation of EPC, O&M and service supply contracts.
  • Mexico/Acquisition of Wind Farm Facilities. Representation of a North American entity in its acquisition of development stage, wind farm power generation facilities in Northern Mexico. Corporate and tax structuring plus preparation and negotiation of Stock Purchase Agreements, Shareholder Agreements and Trust Agreement.
  • Mexico-U.S.-Guatemala/Generation Project (GF-Flexicycle). Representation of Central American lending institutions in the financing of a 140 MW gas-fired “flexicycle” power generation facility in the state of Nuevo Leon, Mexico with PPAs in Guatemala. Cross-border project involved the import of natural gas from Texas and the export of power to Guatemala. Due diligence review of EPC, equipment supply, O&M, transportation, and related agreements. Advised on financing agreements plus service, feedstock and construction contracts.
  • Mexico/CFE Generation Bids (CCFG). Representation of international electric company providing engineering and design services in an international public bid for 600 MW combined cycle, gas-fired facility at Valle de Mexico II (Mexico) and a 770 MW combined cycle, gas-fired facility at Empalme I (Mexico). Provided counsel on tax, corporate, and commercial matters.
  • Mexico/Cogeneration Project. Acted as lead in-house counsel on cogeneration electric project in Mexico. Government bid solicitation included review and analysis of regulations, terms of reference and bid guidelines. Worked with U.S., Mexican and European counsel in structuring planned investment in gas/steam plant. Drafted and negotiated memoranda of understanding, consulting, EPC, gas supply, long-term service and operating and maintenance agreements. Primary contact and lead in-house counsel for corporate and tax structuring on a multi-jurisdictional basis.°
  • Mexico/"Self Supply" Generation Facility. Acted as lead in-house counsel on dedicated electric generation facility in Northern Mexico. Worked with U.S., Mexico, and other non-U.S. counsel in structuring planned, start-up electricity plant. Drafted and negotiated memoranda of understanding, term sheets, EPC, transmission line, gas supply, long-term service, interconnection, property purchase and operating and maintenance agreements. Primary contact and lead in-house counsel for corporate and tax structuring on a multi-jurisdictional basis.
  • Mexico/Natural Gas Distribution Privatization Projects. Acted as lead outside counsel to Public Service Company of New Mexico on two natural gas pipeline privatization projects in Mexicali and Chihuahua. Negotiated joint venture agreement with Mexican corporate partner. Advised client on auction requirements, terms of reference for bids, and corporate structuring issues. Made appearances at public hearings before the New Mexico Public Utility Commission and prepared and filed documentation and testimony with the Commission to authorize presentation of bids.°
  • U.S.-Mexico/CFE Natural Gas Pipeline Construction Project. Representation of U.S.-based construction company on CFE natural gas pipeline bid (U.S. to Mexico border). Provided legal advice on operating agreements, transportation services agreements, limited liability company agreements, and corporate governance matters.
  • Central America/Renewables Project (Solar). On-going representation of consortium investing in development-stage solar project in Central America. Responsibilities include advising on corporate/tax structuring, energy sector regulations, financing and negotiating EPC contracts and PPAs.
  • Colombia/Electric Utility Privatization Project. Acted as lead U.S. counsel, working with outside counsel in Bogota, on pre-qualification bid requirements and preliminary due diligence investigation to acquire the government’s majority stake of an electric utility in Medellin. Generation assets include gas-fired and hydro facilities, including hydro development project under construction. Directed extensive corporate governance and multi-jurisdictional corporate/tax planning related to the planned investment.°
  • Colombia/Greenfield Hydro Project. Represented Spanish development group in preparation and negotiation of Joint Development Agreement and Asset Purchase Agreement for development-stage run-of-the-river 122 MW hydro project in Columbia. Tasks also included due diligence review and preparation of other commercial documentation.
  • Peru/Gas-Fired Electric Generation Facility. Acted as lead in-house counsel for gas-fired "off-take" project in northern Peru. Working with U.S. and Peru counsel, negotiated off-take agreement with Peru/U.S.-gas supplier and related documentation. Extensive review of cross-border equipment and financing documentation connected with project.°
  • Peru/Cold Storage Thermal Project. Acted as lead in-house counsel on Peru subsidiary's planned bid for major "reserve energy" (black start) project. Working with outside counsel in the U.S. and Peru, drafted and negotiated EPC and equipment contracts, confidentiality/non-disclosure agreements, consulting agreements, and similar contracts. Reviewed and analyzed bid guidelines and prepared and drafted, governmental bid application.°
  • Peru/Gas & Electric Company. Acted as lead in-house counsel on acquisition by Peru subsidiary of 25% equity interest in gas/electricity entity (gas to power project). Negotiated Purchase and Sale Agreement, Deep Hydrocarbons Agreement and related purchase documentation.°
  • Brazil/Greenfield Hydro Projects. Acted as lead in-house counsel on two "greenfield" hydro (dam) projects in Brazil. Advised on matters ranging from cross-border and in-country financing to taxes, construction and commercial issues. Negotiated new and amended EPC contracts and procurement arrangements with contractors and equipment/service providers.°
  • Latin America/Supply Chain--Negotiation of Equipment, Parts, Materials and Services Contracts. Worked with corporate headquarters and local Supply Chain Management Department and in-house attorneys on equipment, parts, materials and service contracts in the power sector in multiple LATAM countries. Drafted and negotiated contracts and established templates for various types of cross-border agreements throughout Latin America. Contracts are with major international and host country suppliers of equipment, parts and materials, as well as international and local suppliers of construction and electromechanical services.°
  • Saudi Arabia/Petrochemical Company. For four years, acted as lead in-house legal representative and Board Member of major Saudi petrochemical company based in Al-Jubail, Saudi Arabia that generates $600 million in net income annually. Negotiated joint venture/partnership arrangements and corporate documentation with U.S. and Saudi-based partners. Advised on multi-jurisdictional issues covering expansion of operations, including construction of power substations and electricity distribution facilities. Prepared joint operating, utilities facilities sharing, power supply, and related arrangements and agreements.°
  • Greece/Gas Distribution Company. Acted as lead in-house legal adviser on divestiture of gas distribution subsidiary located in Athens, Greece. Negotiated divestiture documents, including Stock Purchase Agreements. Focused on loan agreements and sale documents as well as cross-border corporate and tax structuring of transaction. Provided on-going advice on corporate governance matters and liquidation of other Greek assets.°

°The above representations were handled by Mr. Downing prior to his joining Greenberg Traurig, P.A.

  • Associate General Counsel, Duke Energy International, LLC, 2009-2014
  • Senior Counsel, Finser Corporation/Grupo Cisneros, 2001-2008

Recognition & Leadership

  • Team Member, "International Counsel in Latin America, Corporate & Finance – Florida Based," Chambers Latin America Awards, 2016-2017
  • Team Member, "Corporate/M&A – Law Firm of the Year," Chambers Latin America Awards, 2014
  • Recipient, David Oliver Memorial Scholarship Award, Gulf Coast Power Association, 2013

Credentials

Education
  • LL.M., Energy, Environmental and Natural Resources Law, University of Houston Law Center, 2013
  • J.D., Columbia Law School, 1984
  • M.B.A., Columbia University Graduate School of Business, 1984
  • B.A., Columbia University, 1979
Admissions
  • Florida
  • New Mexico
  • Texas
Languages
  • Spanish, Fluent