Paul Epstein

Paul Epstein

Partner

Paul focuses on complex financing, project and acquisition matters across the infrastructure and energy sectors, both domestically and internationally.

His clients are both private and public sponsors, lenders and issuers inclusive of corporations, insurance companies, funds, other financial institutions. Paul assists his clients on the development, structuring and financing of infrastructure and energy projects across asset classes, including roads, bridges, tunnels, airports, ports and power, including campus and district energy facilities. Additionally, a key differentiator in Paul’s practice is his in-depth experience with specialized projects, including water and waste facility development and financing, where he is one of the most active U.S. practitioners having advised on numerous matters, energy transition where he is sought after for first in-kind matters and digital infrastructure.

Paul is a leader in the representation of sponsors and lenders in the public-private partnership (PPP) space, particularly the representation of infrastructure funds and strategic investors on their investments in and development of PPP assets and lenders of all types, private and public, in in debt financings of PPP assets.

Paul also has extensive experience over decades advising governmental agencies on projects and financings (including PPPs), in particular the U.S. Department of Transportation (DOT) on the TIFIA and RRIF programs, the Federal Railroad Administration (FRA) on rail infrastructure projects, the U.S. Environmental Protection Agency (EPA) on the WIFIA program, and the U.S. Department of Energy’s Loan Programs Office on its financing programs.

Experience

Representative matters

Equity Members as transaction counsel in connection with the bid for the concession to finance, operate, maintain and improve four toll roads on the island of Puerto Rico – PR-20, PR-52, PR-53 and PR-66.

Private placement investors in connection with the financing of the Long Beach Courthouse P3 Project.

Private placement investors on the issuance and sale of up to approximately $123 million of senior secured notes by Bulldog Infrastructure Group, LLC, a project company of Meridiam Infrastructure, for the California State University, Fresno Central Utility Plant Replacement Project. This greenfield P3 is the first to feature an impact bond, under which there is a higher interest rate if energy savings targets are not met (“Best Utilities Project of the Year” (2022) by P3 Bulletin and “North America Social Infrastructure Deal of the Year” (2021) by IJGlobal).

United States DOT on the development of the SR 400 Express Lanes Project in the Atlanta, Georgia metropolitan area. The SR 400 Project, which is part of the Georgia Department of Transportation’s (GDOT) significant Major Mobility Investment Program (MMIP) will add two express lanes in each direction along the vital north-south transportation corridor and is part of the larger Georgia Express Lanes network designed to provide a connected transportation system with reliable trip times for motorists. Estimated project costs are in excess of $1 billion.

Bank lenders to QIC Global Infrastructure in connection with its acquisition of Enwave’s US district energy business from Brookfield Infrastructure Group, consisting of a large-scale district energy platform across 9 cities in the US, including a 40-year concession with Syracuse University for the exclusive right to operate, maintain, and finance the University’s district energy system, and  a long-term concession via a Campus Energy Agreement for the right to provide heating and cooling services to the National Western Center buildings in Denver.

Bank lenders on a credit facility relating to the bid by Engie to acquire ownership interests in a portfolio of district energy systems, cogeneration, and landfill gas-to-energy plants across the US from Veolia Energy North America.

Lenders on a financing in connection with the long-term concession to refurbish, operate and maintain the University of Iowa’s energy systems.

Private placement investors on a private placement in connection with the acquisition by affiliates of Kohlberg, Kravis & Roberts of an interest in a joint venture with affiliates of NextEra Energy (the world’s largest generator of energy from the wind and sun), which owns and operates a portfolio of 12 utility-scale wind and solar projects spread across the United States, totaling 1,125MW in renewable energy capacity.

Lenders to EdgeConneX Chicago Holdings, a wholly owned subsidiary of EdgeConnex, on a financing for the construction of cloud-enabled edge data center in Illinois leased to Microsoft Corporation (“North America Telecoms Deal of the Year” by IJGlobal).

Broadband internet service provider (ISP) and equity investor in connection with entry into agreements for the development, construction and installation of broadband fiber-to-the-premises networks.

Lenders and underwriters on the bank/bond financing related to the $4.7 billion acquisition of Cleco Corporate Holdings, formerly known as Cleco Corporation, owner of regulated electric utility company Cleco Power, by a group of North American infrastructure investors led by Macquarie Infrastructure and Real Assets (MIRA) and British Columbia Investment Management Corporation.

United States DOT on the approximately $1.05 billion in commitments to the Capital Beltway Express Lanes project. This project consists of the development of the I-495 Express Lanes Northern Extension Project (Project NEXT) in Northern Virginia, which connects to key interchanges in Maryland and links to the contemplated I-495/I-270 project and the refinancing of the existing loan for the Capital Beltway Express Lanes. Total project costs are approximately $2 billion (“North America Public-Private Partnership (PPP) Deal of the Year” (2022) by Proximo).

JBIC as lender in connection with its CAD 450 million project financing for the Ontario Line subway project in Toronto, Canada.  This is a green loan co-financed with SMBC and the Norinchukin Bank, bringing the total co-financing amount to CAD 1,100 million. This is JBIC’s first project finance loan in the transportation sector in North America and forms part of Plenary Americas’ Connect 6ix consortium CAD 9 billion financing for the Ontario Line Rolling Stock Systems, Operations and Maintenance (RSSOM) contract.

United States DOE in connection with proposed loan guarantee to Monolith Nebraska, LLC. for the Olive Creek Plant, a manufacturing facility to be constructed in Hallam, Lancaster County, Nebraska, and all associated land and equipment, including a carbon black manufacturing facility and related ammonia production facility.

Credit Suisse, as administrative agent and collateral agent, and existing and incremental lenders on the term loan and revolving loan refinancing of the $415 million Credit and Guaranty Agreement of Invenergy Thermal Operating Holdings.

Private placement noteholders on renewable energy financings of assets owned by ConEdison Development, including on the placement of senior-secured fixed-rate term notes and a senior-secured letter of credit facility for six photovoltaic solar projects with a combined capacity of approx. 110 MW (AC) owned by ConEdison.

Lead arrangers, lenders and issuing banks on the $65.6 million refinancing of the natural gas-fired combined cycle electric generating facility with a nominal capacity of up to 260 megawatts located in Brandywine, Prince Georges County, Maryland.

Lenders on the financing of $715 million of senior secured credit facilities for Gridiron Funding (Gridiron), a subsidiary of LS Power, and the initial purchasers on Gridiron’s offering of $460 million senior secured notes, with proceeds of the financing used to fund the acquisition of five power plants in the United States.

United States DOT’s Federal Railroad Administration in connection with various matters related to development projects being implemented by Amtrak on its hallmark Northeast Corridor rail service, including multiple PPPs, such as the 30th Street Station, Baltimore Penn Station redevelopment projects and matters related to the Gateway Project, including the Portal North Bridge Project.

United States DOT as lender on the proposed secured loan for the All Aboard Florida Project in Florida under the Railroad Rehabilitation and Improvement Act (RRIF) program. This project, also called Brightline, is the nation’s first private high-speed rail, and the first private passenger rail to open in the U.S. in over a century.

Private placement noteholders and lenders on the financing of the $2.8 billion acquisition, and private placement investors on a refinancing utilizing a $230 million private placement of notes, for Skyway Concession Company, which operates, manages and maintains the Chicago Skyway toll road under a 99-year lease pursuant to a P3 with the City of Chicago (“North America M&A Deal of the Year” by IJGlobal).

Speaking Engagements

  • Panelist/Speaker for P3 Electrified Summit session titled, “P3 Funding Opportunities with the EPA WIFIA Program”, 2023
  • Judge, P3 Bulletin Awards, 2014 – 2021; Head Judge, 2021
  • Panelist/speaker, public-private partnership (P3) panel, American College of Investment Counsel’s 2020 Virtual Fall Annual Meeting and Education Conference, 2020
  • Presenter/Moderator, Infrastructure Finance Breakfast Club panel discussions, 2016 – 2019
Recognition
Paul Epstein is equally adept at advising public bodies and lenders on the development and financing of PPP projects. He is particularly skilled at handling transportation sector projects.” Clients also share that “Paul is very knowledgeable and commercial.
Chambers USA, 2023
Paul maintains focus on matters that are most important and brings in most recent market precedent knowledge on commercial points from multiple perspectives.
Chambers USA, 2023

Awards

  • Recommended by Who’s Who Legal: Project Finance, 2024
  • Ranked for Projects: PPP Band 2 (2023), Chambers Global (2022-2023) and Chambers USA (2021-2023)
  • Listed as a “Rising Star”, IFLR1000, 2016-2023
  • Recommended by Who’s Who Legal: Government Contracts, 2019-2023

Qualifications

Admissions

New York State (First Dept)-NY-State, 2000

Academic

Bachelor of Arts, Cornell University, 1993
M.Phil., Oxford University, 1995
J.D., Stanford University, 1999

Languages

French
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.