Transactions and Case Studies:  $234,960,000 TEAC & $414,870,000 TEAC

Partial Structured Bond Acceleration and Unwind – In 2013 our team advised Tennessee Energy Acquisition Corporation in (a) the acceleration and unwind of $414,870,000 of its $1,994,475,000 Series 2006 A Revenue Bonds owned by the prepaid supplier, reduction of the original 486 Bcf supply by 92 Bcf, and corresponding changes to the project documents including a reduction in the termination payment schedule, and (b) the acceleration and unwind of $234,960,000 of its $1,060,220,000 Series 2006 C Revenue Bonds owned by the prepaid supplier, reduction of the original 262 Bcf supply by over 15 Bcf, conversion of 37.2 Bcf of prepaid quantities to pay-as-you-go quantities priced at a discount to index, and corresponding changes to the project documents including a reduction in the termination payment schedule.  In both transactions we worked with TEAC’s accountant who generated verification reports as to the adequacy of the termination payment schedules for each series on bonds.  We represented TEAC in discussions with Moody’s, S&P and Fitch in communicating the proposed document and cash flow changes and to secure confirmations of credit ratings.  Additionally, we advised TEAC in the negotiation of upfront payments made by the prepaid supplier in consideration of forsaken future savings associated with the reduced gas supplies, and the calculation of the portion thereof to be received by each of the projects participants that opted to receive an upfront payment in lieu of future deliveries and savings.  We negotiated with one of TEAC’s investment agreement providers to establish a mark-to-market value to be paid to TEAC for the related downsizing of its debt service fund deposits. Finally, after reviewing the project documents and the proposed amendments thereto, we provided reports to TEAC’s management and board of directors stating that we were of the opinion that the conditions for amendment of the project documents without bond holder consents had been satisfied.