Cox, Castle & Nicholson LLP, a leading full-service law firm specializing in real estate in the United States, is proud to have served as real estate and permitting counsel to IPX Power, LLC (“IPX Power”) on the committed financing for the construction and operation of its Darden projects (“Darden”) in Fresno County, California.

The financing encompasses $4.95 billion of construction debt comprising a $403 million letter of credit facility, a $911 million tax equity bridge loan, a $1.81 billion tax credit transfer bridge loan, and a $1.83 billion construction loan that will convert to a $1.83 billion term loan upon project completion, an aggregate $929 million of tax equity commitments, and tax credit purchase agreements for Darden’s aggregate $2.13 billion investment tax credits.

The Cox Castle real estate team was led by partners Dan Engler and Adriana Vesci with essential support from associates Chris Valentino, Max Liaw, and Kevin Dousa. The Cox Castle permitting team was led by partners Annie Mudge and Robbie Hull with support from partners Rachel Jones and Peter Weiner. In addition to serving as counsel on the financing, Cox Castle acted as lead real estate and permitting counsel for the project, advising on efforts to secure site control for the project and obtain approval of the project under California Energy Commission’s AB 205 opt-in certification and other agency regulations.

“Darden represents one of the most significant and complex renewable energy projects in the country, and we are proud to have supported IPX Power on both the development and financing efforts that have been critical to moving the project forward,” said Engler.

Darden is the first project financing for IPX Power since its formation. Located on privately owned retired agricultural land in the Central Valley, Darden is expected to generate up to 1.15 GWac / 1.6 GWp of solar power and will include 4.6 GWh of battery storage. Darden is expected to reach commercial operation in 2028.

The debt facility was underwritten by leading financial institutions. MUFG Bank, Ltd., Banco Santander, S.A., Crédit Agricole Corporate and Investment Bank (CIB), Deutsche Bank, and Societe Generale served as Initial Coordinating Lead Arrangers and Joint Bookrunners. BNP Paribas, CIBC Capital Markets, CoBank, ACB, HSBC Bank USA, N.A., Intesa Sanpaolo, J.P. Morgan, National Bank of Canada, NORD/LB, Royal Bank of Canada, Standard Chartered, Truist Securities, Wells Fargo Securities, LLC, and Westpac Banking Corporation served as Coordinating Lead Arrangers, and KeyBanc Capital Markets Inc. served as Joint Lead Arranger. MUFG Bank, Ltd. served as Administrative Agent, Banco Santander served as Green Loan Arranger, CIBC Capital Markets served as Global Hedge Coordinator, Wilmington Trust, NA served as Collateral Agent, and J.P. Morgan served as Depositary Agent on the debt financing.

J.P. Morgan and Morgan Stanley provided the tax equity commitment. J.P. Morgan committed to purchase the portion of the investment tax credits that will not be allocated to the tax equity investors, and this purchase commitment is expected to be replaced by tax credit purchase agreements with third-party buyers through construction.

IPX Power and its partners were represented by the following counsel and advisors: Kirkland & Ellis LLP served as commercial and tax counsel to IPX Power on the tax equity investment and tax credit purchase agreements; Orrick, Herrington & Sutcliffe LLP served as counsel to IPX Power on the debt financing; Cox, Castle & Nicholson LLP served as local counsel to IPX Power; Milbank LLP served as commercial and tax counsel for the tax equity investors; Paul Hastings LLP served as counsel to the Initial Coordinating Lead Arrangers, the Administrative Agent, the Depositary Agent, the lenders, the letter of credit issuing banks and the interest rate hedge providers on the debt financing; Dorsey & Whitney LLP served as counsel to the Collateral Agent on the debt financing; Sheppard, Mullin, Richter & Hampton LLP served as local counsel to the tax equity investors and lenders; CCA Capital LLC advised IPX Power on the tax equity and tax credit purchase agreement transactions; TPG Capital BD, LLC advised IPX Power on the debt financing; and, Riverside Risk Advisors advised IPX Power on interest rate hedging.

Independent consultants engaged on the transaction include: Luminate as Independent Engineer, Aurora Energy Research as market and transmission consultant for the lenders, nFront Consulting as transmission consultant for the tax equity investors, Energy and Environmental Economics as the revenue consultant for the tax equity investors, Marshall & Stevens as Cost Segregation and Appraiser for the tax equity investors, and Stance Renewable Risk Partners, Inc. as Insurance Consultant.

About Cox, Castle & Nicholson LLP

Cox Castle was founded in Los Angeles in 1968, with the goal of providing superior and comprehensive legal services to businesses, institutions, and individuals across all aspects of the real estate, finance, and construction industries. Cox Castle is now one of the largest full-service law firms specializing in real estate in the United States, with more than 140 transactional attorneys and litigators across its Los Angeles, Orange County, and San Francisco offices.

The firm has substantial expertise in matters involving land and improved property acquisitions and dispositions; joint ventures; single and multifamily residential development; land use, entitlement, and regulatory compliance (including coastal commission and condemnation); office, industrial, retail, data centers, and mixed-use development, leasing, and management; commercial lending and institutional investment; loan workouts and financial restructuring; construction; resort and hospitality; labor and employment; risk management and insurance; environmental compliance; renewable energy and natural resources; and tax and estate planning. For more information, please visit www.coxcastle.com.

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