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Orchid Group launches Orchid Law

Orchid Group is pleased to announce the formation of an affiliated law firm, Orchid Law. The combination of Orchid Group and Orchid Law allows us to offer clients a one-stop shop for commercial and legal advice.

As part of our support of Asian investors evaluating opportunities and markets in North America, Orchid Group has in the past provided supplemental legal services such as documentary due diligence, drafting and negotiations of agreements, and advice on laws, regulations, and trending legislative changes. Establishing a separate but related law firm to provide a full slate of legal support for all of our clients made perfect sense.

Orchid Law is under the leadership of Lilly Teng as Managing Partner of the firm. Lilly has been a member of the State Bar of Texas since 1989. She is also a member of the Advisory Council for the International Law Section of the Texas Bar and Secretary of the San Antonio Bar Association’s International Law Section. She previously served as General Counsel of Suez North America’s unregulated divisions for wholesale marketing and trading, and LNG development, Legal Adviser to Texaco and Chevron, Senior Counsel for BlackBrush Oil & Gas, and Senior Counsel at Enron Law.

Orchid Law will focus on international business transactions and projects, using strategies and tools to help clients make better, smarter, and profitable deals. Also known as 360° due diligence, Orchid Law uses the Hybrid Due Diligence method of combining traditional, digital, and cyber tools for investigations of foreign business partners and assets, and to gather all other data the client needs to assess risks early in the transaction.

We understand clients’ concerns about meeting business goals while managing external legal fees and costs. Therefore, Orchid Law will work with clients for flexible rate structures that align better with business goals and provide budget certainty.

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Case Study: #2 Commercial Advisory

xemc

Background: Chinese wind turbine manufacturer, XEMC, approached Orchid to advise it on a brownfield wind power project in California that the firm was considering purchasing and re-powering with its own turbines.

Orchid's Role:

  • Orchid essentially acted as “financial advisor plus” for XEMC, filling some of the traditional roles of a financial advisor but leveraging our extensive industry experience to go beyond that role.
  • Orchid developed and maintained the financial model for valuing the acquisition.
  • Orchid led due diligence on the project with a particular emphasis on regulatory issues.
  • Orchid directed the third party legal adviser on the project.
  • Orchid supported XEMC in developing the documentation necessary for securing financing from Chinese lenders.
  • Orchid advised on and led negotiations with the seller.
  • Orchid also advised on other matters pertinent to the transaction as XEMC required.

Orchid's Deliverables:

  • Financial model and analysis
  • Overall pricing and negotiating strategy development
  • Development and maintenance of project plan & work schedule
  • Preparation of materials for approvals and financing

Case Study: #1 Commercial Advisory

kosep

Background: Korea South-East Power Co. (“KOSEP”) was considering the acquisition of a greenfield CCGT project in Pennsylvania within the PJM market and hired Korea Ratings (“KR”) to assess the feasibility of the project. On behalf of KOSEP, KR hired Orchid to lead due diligence from on the ground.

Orchid's Role:

  • Orchid oversaw the development of a power market simulation of the PJM market.
  • Engaged a third party legal adviser and managed the legal review.
  • Provided an overview of the US power sector and the PJM market.
  • Provided an overview of the US natural gas market with emphasis on the Marcellus Shale.
  • Reviewed the project gas sourcing plan and provided feedback on options to procure gas.
  • Reviewed the power marketing plan and provided input on hedging and power sales options.
  • Orchid reviewed all contracts, permits and licenses for potential issues.
  • Critical problems were identified by Orchid. Project never constructed due to these issues. Developer eventually went bankrupt.

Orchid's Deliverables:

  • A report on the project covering power sales, gas procurement, regulatory and permitting issues, identifying risks and proposing mitigation
  • The power market simulation output and scenarios
  • Identification of any fatal flaws

Case Study: #2 Market Research

Background: The Electricity Generating Public Company Limited wished to bid on the sale of a 49% stake in an 1800 MW CCGT in South Korea and needed an adviser to forecast power market prices and advise on issues related to LNG supply agreements and a terminal use agreement.

Orchid's Role:

  • A report on the project covering power sales, gas procurement, regulatory and permitting issues, identifying risks and proposing mitigation
  • The first step was providing client with an overview market report explaining in detail how the Korean power and gas markets operate, identifying risks and looking at evolution in market regulation and policies.
  • The second step was due diligence on all commercial agreements related to the project and production of a red flag report.
  • The third step was running a market simulation and developing the analysis in report form. We ran ten cases in total.
  • Finally, we advised client on issues related to LNG market risk, and provided input on mitigating risk in the transaction documents.

Orchid's Deliverables:

  • Price forecasts for LNG and power in South Korea through 2046
  • Base case plus nine sensitivities
  • Full reporting on the market as well as analysis of simulation result
  • Risk analysis and mitigation strategies

Case Study: #1 Market Research

Background: A confidential client was required by the lenders to two of its gas-fired power projects to demonstrate the competitiveness of its LNG supply agreements. Orchid Group was engaged to conduct the study.

Orchid's Role:

  • Orchid was engaged in 2018 to develop an outlook for new LNG contract prices over the next ten years.
  • The purpose of the work was to demonstrate to the lenders to client’s power projects that their LNG supply agreements would be competitive over the life of the loan.
  • We began by looking at historical supply/demand in LNG markets against evolving long-term contract price trends.
  • From there, we developed an outlook for global LNG supply and demand over the next 10 years.
  • Against the outlook, we assessed the trend for new project financial investment decisions and challenges facing the development of new projects.
  • Finally, we developed an expected price formula outlook for years 1-5 and years 6-10.

Orchid's Deliverables:

  • Powerpoint report incorporating historical analysis, the outlook and pricing expectations
  • Report was delivered to client’s lenders to satisfy obligations under the term loan agreements

Case Study: Deal Origination

Background: Energy Initiative Japan (EIJ), a Japanese developer of solar projects hired Orchid to lead the sale of a portfolio of greenfield solar projects developed under the Feed-in-Tariff (FIT) established under the “Act on Special Measures Concerning the Procurement of Renewable Electrical Energy by Operators of Electric Utilities” in Japan.

Orchid's Role:

  • Orchid was engaged by EIJ to assist them in preparing the materials required to attract long-term investors in their portfolio of solar projects, approach investors and support concluding a transaction.
  • We worked with EIJ to understand the details behind the projects and to prepare the necessary materials for a data room including the financial model.
  • We identified high potential investor groups, prepared a teaser document and engaged the targeted buyers.
  • Throughout the investor review process, we managed relationships and facilitated the timely completion of due diligence.
  • We worked with EIJ and the preferred bidder to move towards the close of an SPA.
  • As a result of the process, Sonnedix of France acquired the projects.

Orchid's Deliverables:

  • Origination of potential investors
  • Preparation of teaser materials
  • Coordination of data room preparation
  • Management of the transaction process

Case Study: Strategy Consulting

doosan

Background: Doosan Heavy Industries (DHI) was eyeing the United States as their key market for selling wind turbines, but wanted to understand whether they could compete there, what models were most competitive the logistical network required for them to compete in the USA. They hired Orchid to help them work through developing market entry strategy.

Orchid's Role:

Orchid provided DHI with a comprehensive package complete with strategic options for entering the USA.

  • Detailed overview of the US market and outlook for wind growth
  • Trends in wind turbines in the USA including guarantees, O&M and other issues
  • Outlook for incentive programs
  • Issues related to financing wind projects
  • Regulatory overview
  • Competitor analysis
  • Strategic considerations
  • Customer willingness to embrace new wind turbines
  • Desired product offering
  • Marketing presence & organization
  • Manufacturing
  • Transport logistics

Orchid's Deliverables:

  • Detailed slide deck covering all issues in scope
  • Interim presentations and final executive committee presentation
  • Generic financial model for USA wind project
  • Financial projections “potential size of the prize”