Build-Transfer Agreements for Renewable Energy Projects: Deal Structures, Key Challenges, and Risk Considerations

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Tuesday, December 1, 2020

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Course Materials

This CLE course will provide energy counsel with an in-depth analysis of build-transfer agreements (BTAs) for renewable energy projects. The panel will discuss essential structuring methods for build-transfer transactions, critical components of BTAs, implications for tax equity investments, and overcoming challenges that may arise during the engineering, procurement, and construction phases of BTA projects.


Build-transfer transactions are creating new opportunities for the development and construction of renewable energy projects. As a hybrid between an acquisition agreement and a construction contract, BTAs allow for the direct ownership of a new renewable energy project as an alternative to power purchase agreements (PPAs) and provide incentives to utility or corporate owners and potential tax equity investors.

In a build-transfer arrangement, a third party develops and constructs a renewable energy project and transfers it to the utility upon completion, assuming regulatory approval and other customary closing conditions for the transaction. The developer secures the land rights, permits, project contracts, and other rights necessary to build the project for the utility. The utility then takes ownership under the terms of the BTA.

Parties to this type of deal structure must consider features of both M&A purchase and sale agreements and EPC agreements. Counsel must negotiate and accurately tailor essential provisions such as development-stage and construction-stage covenants, closing conditions, warranties, limitations of liability, and project oversight.

Listen as our panel discusses structuring techniques for renewable energy project development using BTAs, provisions to reduce risk, implications for construction financing, the potential advantages of tax equity investments, and overcoming regulatory obstacles for build-transfer transactions.



  1. Challenges and opportunities of utility ownership
  2. Structuring build-transfer arrangements for renewable energy projects
  3. Negotiating key terms and avoiding mishaps in drafting BTAs
  4. Regulatory compliance issues and best practices for counsel


The panel will review these and other key issues:

  • Effectively using BTAs for renewable energy project development
  • Negotiating and drafting representations, warranties, covenants, and other key provisions
  • Construction financing of BTA projects
  • Impact of BTAs on projects using PTCs or ITCs
  • Tax equity investments in BTA deals
  • Overcoming regulatory compliance issues for both sellers and purchasers


Bonovich, Matthew
Matthew Bonovich

Sheppard Mullin Richter & Hampton

Mr. Bobovich has been working on energy transactions for over a decade, with particular experience in renewables....  |  Read More

Hoeppner, Nathan
Nathan Hoeppner

Vice President and Deputy General Counsel

Mr. Hoeppner is a member of Invenergy’s in-house legal team focusing on commercial transactions, including...  |  Read More

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