ESG Counsel and Sustainable Finance

We have helped our clients become early adopters and leaders in sustainable finance.

As a law firm focused on finance, Chapman works with the most sophisticated financial companies and institutional investors in the world. We have industry-leading practices in multiple markets and have been on the leading edge of sustainability finance for decades.

From structuring financings for alternative energy, green energy, and other ESG projects—to launching the first wind ETF—to introducing new social impact investing projects, we have helped our clients become early adopters and leaders in sustainable finance.

Environmental

Renewable and Clean Energy Finance

Chapman provides a wide spectrum of legal services to investors, lenders, developers, owners, contractors, equipment suppliers, and utilities in the renewable and clean energy sector. We bring an interdisciplinary team of lawyers with extensive experience in the areas of energy, finance, real estate, construction, energy regulation, environmental, tax, corporate, and other relevant areas of the law to each transaction.

Chapman attorneys are pioneers in developing financing products for solar energy assets and projects, wind energy projects, hydroelectric facilities, other alternative energy projects, and energy-efficiency improvement assets, including property assessed clean energy (PACE) loans. We represent financial institutions in tax equity financings, tax-exempt lease financings, and debt financings on solar energy products, wind farm projects, and ethanol production facilities. We work closely with developers, private equity sponsors, and asset-based lenders to assess prospects and develop solutions for using securitization to provide pool-based financing for residential and small commercial solar energy contracts.

Our experience with tax equity structures in the clean energy space includes representing funding sources in connection with tax equity investments in distributed solar generating systems used by municipal and school off-takers with collateral assignments of power purchase and solar renewable energy certificate (SREC) sales contracts, as well as representing tax equity investors in their investments in commercial solar energy generating systems.

Infrastructure Finance

Chapman represents clients on a wide range of infrastructure projects involving both civil infrastructure (toll roads, airports, ports, mass transit, energy generating and delivery, water, and wastewater) and social infrastructure (schools, universities, hospitals, correctional facilities, university housing and energy, and other governmentally owned or utilized infrastructure). We represent lenders in financing infrastructure projects and equipment for the environmental services industry, such as material recovery and recycling, composting, and water reclamation facilities. We also represent private and public sector clients with respect to sports and multi-use arenas and stadium finance.

Green bonds are used to fund infrastructure projects that have sustainable components and positive environmental or climate benefits. Chapman served as underwriter’s counsel in one of the first such transactions with green bond proceeds used to implement renewable energy and green modernization schemes for school buildings. We continue to represent clients in green bond transactions across the country, the proceeds of which are used for reducing environmental impact, including through water reclamation, sustainable construction, and renewable energy projects.

Investment Management

Chapman has served investment company and private investment fund clients for over 50 years, and continues to lead the development of innovative investment products, including products that incorporate ESG factors into their investment strategies.

We counsel clients on the formation of both registered and private funds covering a variety of environmental impact strategies, including wind, solar, natural gas, the electric economy and carbon impact reduction. In addition, our private funds group represents institutional investors in private equity transactions involving investments in a variety of asset classes along the risk/return spectrum, including renewable energy and natural resources.

Sustainability-Linked Finance

Sustainability-linked loans (SLLs), notes (SLNs), and bonds (SLBs) are performance-based financial instruments that satisfy ESG credentials and appeal to a wide range of investors. Chapman represents institutional investors in the purchase of securities in private placements of sustainability-linked financing products.

Social

Housing Finance and Community Development

Chapman acts as bond counsel, issuer’s counsel, special tax counsel, underwriter’s counsel, purchaser’s counsel, credit enhancer’s counsel, and general partner counsel on a wide variety of multifamily and single-family housing bond issuances. Our experience includes structures with fixed, variable, and convertible interest rates, as well as tax-exempt and taxable structures. We routinely represent our housing issuer clients in a wide variety of general matters, such as multifamily sales and acquisitions, partnership advice, bond defeasances and restructurings, and general corporate matters. We also represent lenders in providing loans to housing development and neighborhood improvement corporations, community organizations, and other not-for-profit institutions.

With respect to impacting development, legislation creates new ways to finance housing for low-income and underserved communities. The Tax Cuts and Jobs Act of 2017 created the Opportunity Zone program to stimulate economic development and job creation by incentivizing long-term investments in low-income or distressed communities throughout the United States. Chapman has worked on transactions for new multifamily housing financed through capital investments in qualified Opportunity Zones, in lieu of traditional financing in the form of public bonds or housing tax credits.

Not-for-Profit Institutions

Chapman serves as bond counsel, bank counsel, borrower’s counsel, or underwriter’s counsel in connection with the issuance of tax-exempt and taxable bonds for the benefit of 501(c)(3) not-for-profit institutions providing social benefit throughout the country. We work on financings for colleges and universities, hospitals and health care systems, senior living facilities, YMCAs, social service agencies, museums, zoos, research institutions, and cultural facilities.

Impact Investing

Impact investing, also known as social finance, is an increasingly important complement to governmental and philanthropic aid in addressing social and environmental issues facing communities around the world. In social finance transactions, both traditional and innovative financing tools use private and/or philanthropic capital to solve social problems while at the same time delivering financial return.

Chapman is one of the few law firms in the country to have completed social impact bond financings, also known as Pay for Success (PFS) financings. Our attorneys have served as lender’s counsel, government counsel, service provider’s counsel, and intermediary’s counsel in PFS transactions across the country. In addition, attorneys in Chapman’s Investment Management Group served as counsel to a nonprofit organization dedicated to mobilizing capital to drive social progress in the formation and operation of its first private impact investing fund, which provides catalytic capital to support education and training programs for low-income and underserved communities. We have also assisted institutional investors in evaluating and negotiating impact investments.

Governance

Policy and Governance

Chapman helps clients develop responsible investing and lending policies that incorporate environmental, social, and governance factors. We also represent a number of investor-owned utilities in matters associated with securities regulation compliance, corporate governance, and investor relations, including advising executive management teams, in-house counsel, boards of directors, and board committees on reporting, governance, and compliance issues.

Environmental Actions and Compliance

Chapman has extensive experience in environmental, health, and safety matters. We regularly assess and negotiate environmental liabilities and represent lenders, bidders, targets, and investors with regard to the environmental aspects of a wide variety of corporate and financial transactions. We also work with renewable energy, manufacturing, agricultural, and other commercial and industrial clients in connection with environmental compliance, permitting, and enforcement matters. We regularly advise clients with respect to a wide variety of corporate sustainability and ESG initiatives, including on climate change risk, environmental diligence, ESG ratings and program qualifications, public disclosures, and the development of ESG and sustainability policies. We also represent clients in investigations and enforcement proceedings before state and federal agencies.

Innovation

Chapman attorneys have helped clients develop and adopt new financing products for environmental and social projects, resulting in a number of “first-of-its-kind” transactions, such as:

First Wind ETF

Chapman served as counsel on the launch of the first wind industry exchange traded fund (ETF), including its registration with the Securities and Exchange Commission. Tied to an index of carefully selected companies in the wind energy industry, the fund allows participants to invest in the performance of the industry as a whole rather than the performance of a single company.

First Solar Energy Securitization

Chapman represented the trustee and back-up servicer in the first rated term solar energy securitization. Chapman attorneys continue to collaborate with several financial institutions to establish programs for financing loans made to promote energy efficiency.

First Illinois C-PACE Financing

Chapman served as special counsel to an Illinois county in the state’s first transaction under a commercial property assessed clean energy (C-PACE) financing program, which allows property owners to obtain upfront financing from private capital providers for energy efficiency and renewable energy projects in new and existing buildings. The financing provided for a roof replacement and solar installation for a commercial property in DuPage County.

First-of-Its-Kind Financing for Asthma Reduction Project

Chapman represented a financial services companyin the Pay for Success financing of a new social impact project that aims to address the underlying causes of asthma by providing in-home asthma care and environmental interventions to low-income New Yorkers. The project is the first of its kind to use private sector investment to fund preventative asthma care services.

First US Pay for Success Financing Supporting Veterans with PTSD

Chapman represented three investors in the first US Pay for Success financing that supports unemployed or underemployed veterans with post-traumatic stress disorder (PTSD) in attaining competitive and compatible employment. The $5.1 million Veterans Coordinated Approach to Recovery and Employment (Veterans CARE) initiative is a partnership of Social Finance, the US Department of Veterans Affairs, local governments, and impact investors. It is the first multi-state project of its kind.

First Senior Living Green Bond Financing

Chapman served as counsel to the underwriter in a $297 million first-of-its-kind tax-exempt green bond financing of a senior living facility. The Zen-inspired life plan community is designed to achieve net zero energy status, will be built using sustainable construction materials, and will feature food recycling and other sustainability-minded upgrades. In addition to market-rate independent living apartments, the community will incorporate low- and moderate-income housing, as well as assisted living and memory support units.

Innovative Public Housing Refunding

Chapman acted as bond counsel on the nation’s first advance refunding securitized by federal public housing capital grant funds. The $270 million transaction restructured the Chicago Housing Authority’s debt and freed up a significant amount of capital grant funds from HUD for use in the CHA’s landmark Plan for Transformation for Chicago’s public housing system.

Drafting Policy Provisions for CREBs

Chapman assisted in the drafting of the Clean Renewable Energy Bond (CREB) provisions of the Energy Policy Act of 2005. CREBs were established as tax credit bonds issued by CFC, rural electric cooperatives, and governmental bodies to finance clean renewable energy projects, such as wind, biomass, geothermal, solar, solid waste, refined coal, and hydropower facilities. We completed a number of CREB transactions authorized under the Energy Policy Act.

Representative Matters

• Counsel to institutional investors in connection with the issuance by a top 10 publicly traded ESG investor of approximately $100 million of investment grade senior notes secured by the ESG investor’s cash flowing membership interests in holdco entities owning over 600 separate behind-the-meter community and C&I solar and storage projects housed in 13 different states.
• Counsel to investors in a financing for the Denver Housing to Health (H2H) program, a new pay-for-success initiative leveraging local housing resources, $11.75 million from six private funders, and up to $5.5 million in the form of a Social Impact Partnership Pay for Results Act (SIPPRA) grant from the US Department of the Treasury. The H2H program funds permanent supportive housing to at least 125 people experiencing chronic homelessness and suffering from frequent mental and behavioral health crises requiring emergency care. Denver’s H2H program is an extension of the nationally recognized and successful Social Impact Bond (SIB) program, launched in 2016, in which Chapman also served as counsel to investors.
• Counsel to placement agent in an issuance of tax-exempt sustainability bonds on behalf of a non-profit community development financial institution which financed the equity contribution to a limited partnership to finance a 296-unit senior-designated multifamily rental housing project in Long Beach, California. The project is designed to further the United Nations Sustainable Development Goals by providing secure and affordable housing for families and individuals of modest means.
• Counsel to lenders investing in a program to reduce homelessness in Salt Lake County, Utah by providing housing, behavioral-health treatment, and employment counseling for 315 chronically homeless individuals.
• Counsel to lenders investing in a program to reduce the recidivism rate in Salt Lake County, Utah by providing substance-abuse and behavioral-health treatment for 225 high-risk men.
• Bond counsel in the inaugural PACE transaction under the Cook County C-PACE Program. The $7.4 million C-PACE financing will fund environmentally friendly energy improvements as part of a $28 million restoration of Chicago’s Ramova Theater. The project will transform the long-vacant historic theater, located in a diverse neighborhood, into a live entertainment space, restaurant, and brewery.
• Counsel to the underwriter on a first-of-its-kind limited public offering, the proceeds of which were used to support commercial and residential broadband expansion in Bozeman, Montana, and surrounding areas. The financing was issued as an industrial development revenue bond under Montana law, and provided critical capital to a local 501(c)(3) corporation that operates an open access fiber optic network. The expanded network will provide access to competing internet service providers who will utilize the network to connect to historically underserved end-customers.
• Counsel to the underwriter in a series of bond transactions that financed the expansion of business and residential broadband access in Utah, particularly in underserved rural areas, by a community-owned open access fiber optic network. The bond financings provided the community-owned network with the funds to build the fiber infrastructure, which is then accessed by independent internet service providers in a competitive marketplace. This innovative open access network model helps new service providers enter the market, lowers high-speed internet costs for users, and promotes economic development. Future expansion within Utah is currently planned.
• Counsel to a charitable foundation that is funding a new mobile healthcare service for the low-income community in Springfield, Ohio. Chapman’s client saw the need for better healthcare access in the community and brought together an existing mobile food pantry charity with healthcare providers and stakeholders to fund a new service to help underserved communities access food and medical care in one convenient mobile visit.
• Counsel to a nonprofit organization dedicated to mobilizing capital to drive social progress in the formation and operation of its first private impact investing fund, which provides catalytic capital to support education and training programs for low-income and underserved populations, including wraparound support services to help students graduate and pursue in-demand career pathways.
• Counsel to the underwriter in a $500 million green bond transaction as part of a joint clean water initiative by the Illinois Finance Authority which issued Series 2020 Green Bonds to fund projects identified by the Illinois Environmental Protection Agency. The initiative is designed to deliver clean water to the people of Illinois and fund wastewater treatment at a lower cost, while also adding jobs.
• Counsel to the credit facility provider for the Clean Energy Alliance (CEA), a public joint powers agency located within the geographic boundaries of San Diego County, formed by founding member agencies City of Carlsbad, City of Del Mar and City of Solana Beach, California. CEA was created for the purpose of establishing a Community Choice Aggregation (CCA) program in support of meeting climate action plan goals of its member agencies.
• Counsel to the lender in a construction and term financing for a $19.5 million 3.6-megawatt biomass or “waste-to-energy” power project in California.
• Counsel in connection with the issuance of US$203.5 million senior guaranteed sustainability-linked notes of a multinational commodity trading company in Switzerland.
• Counsel to a social impact fund managed by Local Initiatives Support Corporation that provides project loans to acquire, preserve, and improve affordable housing in the Detroit metropolitan area. Chapman assisted in the formation of the fund, which involved raising capital through multiple credit facilities with local, regional, and national financial institutions.
• Counsel to the underwriters of a $100 million bond issuance by a state housing finance agency that will provide funds for mortgages at below-market rates and down payment and closing cost assistance for low and moderate income first-time homebuyers in Texas. The financing was designated as “social bonds” as a result of a determination that the bonds would meet certain social bond principles, including affordable housing, access to essential services, and socioeconomic advancement and empowerment.
• Counsel to the capital provider in a commercial PACE (C-PACE) financing for a Gaylord, Michigan, resort that was the first C-PACE transaction in upper Michigan. The project is expected to save 20,916,375 kWh of electricity and 749 metric tons of CO2, equivalent of eliminating the energy use of 86 homes over the next 25 years.
• Counsel to a foreign bank that provided construction financing for a wind farm on Brodie Mountain in Massachusetts; the project was undertaken by the Massachusetts Municipal Wholesale Electric Company to provide renewable energy supplies and certificates to 14 municipal light departments throughout the state.
• Counsel to underwriters with respect to $100 million general obligation bonds issued by the San Diego Unified School District, which included a series of green bonds to implement renewable energy and green modernization schemes for green school facilities.

Related Practices

Notable Engagements