Eversheds Sutherland Advises Rayburn Electric Cooperative in Financing the Acquisition of Sherman, TX Gas Plant

Eversheds Sutherland is pleased to announce that it acted as legal advisor to client Rayburn Electric Cooperative (Rayburn), in financing its purchase, through its subsidiary, Rayburn Energy Station LLC (RES), of the Panda Sherman Power Plant, which has been since renamed the Rayburn Energy Station.

Based in Sherman, Texas, Rayburn Energy Station is a 758 megawatt (MW) natural gas-fueled power plant that is capable of supplying reliable power for approximately 750,000 homes.

Eversheds Sutherland successfully led and closed Rayburn’s acquisition financing of the Rayburn Energy Station through the concurrent closings of a private placement transaction with various investors and a bridge loan from CoBank, ACB. Both the issuance of the bonds in the private placement transaction and the bridge loan note were secured under Rayburn’s indenture, which is a lien on substantially all of Rayburn’s assets and secures obligations issued from time to time thereunder.

Given that the Rayburn Energy Station was acquired by Rayburn’s subsidiary RES, Rayburn utilized the structure of “Designated Qualifying Securities” under its indenture to secure the bonds and bridge loan note under the Rayburn indenture. Under this structure, RES was required to enter into an indenture substantially similar to Rayburn’s indenture and issue debt thereunder to the benefit of Rayburn’s indenture trustee that paralleled the bonds and bridge loan note being issued by Rayburn.

“We are grateful for the first-rate talent and excellent client service demonstrated by the full Eversheds Sutherland team, which provided external legal counsel on the complex and multifaceted financing of the Rayburn Energy Station,” said David Braun, Rayburn’s Chief Financial Officer. “Drawing on their market-leading practices in both the energy and finance sectors, the team skillfully advised on developing the acquisition’s unique financing structure, efficiently coordinated with our internal legal team and multiple stakeholders, and overall helped achieve a successful and timely closing.”

“We are so pleased to have served as legal counsel to Rayburn Electric Cooperative on its strategic acquisition of the Rayburn Energy Station,” said Eversheds Sutherland Partner Cindy A. Upchurch. “We’re especially proud of our work creatively structuring and securing the acquisition financings under Rayburn’s indenture by utilizing the pass-through subsidiary financing structure.”

Partner Cindy Upchurch led the Eversheds Sutherland team in this transaction, with primary assistance from Associate Michael M. Petrov and Counsel Will Pickens. Associates Jeremy E.A. Andreades, Rachel N. Feldman and Amanda L. Singh, together with Special Counsel Meredith G. Lawrence and Paulette J. Hurteau, also were part of the Eversheds Sutherland team.

To learn more about the project, view Rayburn's press release. 

About Eversheds Sutherland
As a global top 10 law practice, Eversheds Sutherland provides legal services to a global client base ranging from small and mid-sized businesses to the largest multinationals, acting for 77 of the Fortune 100, 68 of the FTSE 100 and 129 of the Fortune 200.

With more than 3,000 lawyers, Eversheds Sutherland operates in over 70 offices in more than 30 countries across Africa, Asia, Europe, the Middle East and the United States. In addition, a network of more than 200 related law firms, including formalized alliances in Latin America, Asia Pacific and Africa, provide support around the globe.

Eversheds Sutherland provides the full range of legal services, including corporate and M&A; dispute resolution and litigation; energy and infrastructure; finance; human capital and labor law; intellectual property; real estate and construction; and tax.

Eversheds Sutherland is a global legal practice and comprises two separate legal entities: Eversheds Sutherland (International) LLP (headquartered in the UK) and Eversheds Sutherland (US) LLP (headquartered in the US), and their respective controlled, managed, affiliated and member firms. The use of the name Eversheds Sutherland is for description purposes only and does not imply that the member firms or their controlled, managed or affiliated entities are in a partnership or are part of a global LLP. For more information, visit eversheds-sutherland.com.