Attorney Stephen Rizzieri
EXPERIENCED, COST EFFECTIVE, RESPONSIVE BUSINESS AND PERSONAL COUNSEL
8300 Douglas Ave., Suite 800
Dallas, Texas 75225
214.434.1017(W) 214.600.5818 (O)
Deal-driven domestic and international negotiations representing domestic and international corporations, middle-market companies and other entities and individuals in private and public transactions; infrastructure project development and financing; mergers and acquisitions; capital markets transactions; business divorces, workouts, dispute resolution and litigation management, board representation, corporate formation, management and governance. Industry experience in power development, financing, construction, operations, oil and gas, bio-fuels, energy storage, renewables and mining.
Stephen Rizzieri, PLLC
Negotiated Transactions / Corporate Counsel / Advisor
Private practice. 38 years as an attorney, counselor, executive and trusted advisor, providing creative, cost-effective legal solutions for companies, owners, management, entrepreneurs, projects and emerging ventures. Representing domestic and international companies in infrastructure development, construction, tender offer and contract negotiation, EPC negotiations, O&M agreements, power purchase agreements, corporate and project financing transactions, corporate and utility joint ventures, stock, asset and intellectual property purchase and sale and software licensing agreements, equipment purchase and long-term maintenance agreements, manufacturing, engagement agreements, franchise purchase negotiations, business divorce, independent contractor and employment matters, corporate formations and entity operating agreements, real estate transactions and individual counsel regarding dispute resolution and personal matters.
Private Equity, Dallas, Texas 2010 – 2012
Executive Vice President and Chief Legal Officer
Private equity energy infrastructure and development fund with emphasis in investment in gas-fired power generation and solar-energy. Fund formation and organization, Investment Advisor registration and Dodd-Frank compliance. Executive Vice President and Chief Legal Officer. Results:
- Closed $720M debt and equity financing package for the development of a 758 MW gas-fired ERCOT merchant power project, including innovative revenue put and hedge mechanism that allowed financial closing in a tight lending market.
- Migrated a start-up company from private to public standards via development and implementation of best-practices policies and procedures.
- Led legal negotiations of a $440M equipment purchase from world class manufacturer and ensuing $800M engineering, procurement and construction contract with a world class EPC provider.
- Completed joint venture agreement with major North East utility for development, ownership and operation of a utility-scale solar-energy-production facility.
- Completed turnkey engineering, construction and procurement contract, and completed $98 M construction financing and term-conversion for 20-megawatt photovoltaic solar facility.
Energy Infrastructure Development Company, Dallas, Texas 1996 –2010
Chief Legal Officer and General Counsel
Company developed, financed, constructed and operated utility-scale, gas-fired, coal and hydro energy facilities, both domestically and internationally. Led legal department in negotiation of all documentation associated with development, construction, financing and operations for these projects. Implemented dispute-resolution and litigation strategies, managed outside counsel, litigation and legal budget. Negotiated and managed engineering, procurement and construction contracts, joint-venture, joint-development and O&M agreements. Also negotiated, closed and implemented land and right-of-way purchase options, asset and stock purchase and sales agreements, power sales agreements, development agreements and all related infrastructure agreements, financing and operations contracts. Directed capital markets, corporate and project financing, construction management and financial work-out activities related to external financing transactions of company and its domestic and foreign joint ventures. Managed all internal corporate functions involving personnel, governance, board of directors and executive officers. Built relationships across departments increasing voluntary utilization of in house counsel. Developed and implemented Sarbanes-Oxley compliance-management system. Results:
- General Counsel, executive officer operating a corporate legal department as a $100M+ profit center.
- Established strategic business alliance with major independent power company for development of 10,000 MW of generation.
- Key player in $1.3B joint venture, with major North East utility providing debt and equity financing for construction of 2,000 MW of power generation in Texas.
- Lead counsel in first independent power project in China financed by U.S. capital markets.
- Developed strategic, profitable $2.3B partnership with major South East utility.
- Negotiated and closed $100M sale of development-stage independent power project.
- Completed development and closed financing on 9,000 MW of green-field electric generation with more than $5B of debt and equity financing.
- Led legal team for simultaneous construction of the two largest (at the time) gas-fired, electric-generation facilities in the U.S., including bankruptcy workout of the construction contractor mid-job.
- Participated in public/private partnership for workout and construction of river-water-intake structure.
- Raised $90M in private investment/public equity in reverse merger transaction, creating a public entity for alternative natural gas and bio-fuels production facility.
- Handled all Board and company governance for multiple entities.
- Representative projects received “Best Deal, North America” award from Project Finance Yearbook, for construction financing of $188M alternative-fuel facility, 2006.
- Representative projects received “North American Merchant Power Deal of the Year”, 2012, Project Finance and “Deal of the Year” award from Project Finance Yearbook for $2.8B syndicated financing for 4,400 MW of power, 1999.
- Recognized as “Best Corporate Counsel” finalist by Dallas Business Journal, 2008.
- Profiled in The National Law Journal and Texas Lawyer magazine (“In-House Texas”).
- Panelist, ABA section of Litigation Committee on Corporate Counsel, CLE seminar.
- Promoted rapidly through a series of positions with parent company and its subsidiaries culminating in participation in management in an executive position with the Company.
RELATED PROFESSIONAL EXPERIENCE 1980 – 1996
Held increasingly responsible legal positions, primarily in the oil & gas and mining industries and involving both domestic and international transactions. Negotiated transactions in the U.S., China, India and Southeast Asia for independent power companies. Participated in corporate financing, governance, SEC, NASD and NYSE reporting and development related to mining in the U.S., Costa Rica and West Africa. Led oil concession re-negotiation and related transactions in the U.S. and the Sultanate of Brunei. Led SEC and NASD registration compliance and licensing for marketing affiliate of NYSE listed independent Oil Company and stock and bond listing applications at the NYSE. Instrumental in registration, syndication, marketing and administration of public oil and gas drilling partnerships involving 20K + public participants. Negotiated rig and drilling contracts, and managed unitization and other oil-and-gas- related transactions. Positions included:
- Assistant General Counsel, Enserch Development Corporation, 1993-1996
- Assistant General Counsel, Sunshine Mining Company (NYSE), 1985-1993
- President, Woods Securities Corporation (NASD) 1985
- Assistant General Counsel, Woods Petroleum Corporation (NYSE), 1980-1985
- Assistant General Counsel-Enforcement, Oklahoma Securities Commission, 1980
2018-2019 State Bar of Texas CL Section Treasurer
2018 Chair Dallas Bar Association, Collaborative Law Section.
2017 Vice-Chair Dallas Bar Association, Collaborative Law Section.
2016 D Magazine “Best Lawyers in Dallas” Corporate
Founding Member and Director, Attorneys Without Litigation
Regional Chair, Global Collaborative Law Council
Licensed to practice in Texas and New York
Martindale-Hubbell “AV” Peer Review, Member Texas and Dallas Bar Associations and State Bar College
Links & Resources
- Collaborative Law for Business Disputes? by L. Stephen Rizzieri, published Collab-o-grams, the newsletter of the Global Collaborative Law Council.
- The Proposed Texas Uniform Collaborative Law Act: An Executive Summary, by Lawrence R. Maxwell, Jr
- http://www.bhotekoshi.com.np/ The first privately funded, run of the river hydroelectric power project in Nepal. The 45 MW plant with two power generators is situated in Sindhupalchowk District of central Nepal and is approximately 110 kilometers northeast of Kathmandu.
- https://gordonbuttepumpedstorage.com/ Gordon Butte Pumped Storage Hydro Project. This facility will utilize best-in-class technology to respond to a dynamic energy landscape, keeping Montana as a leader in energy production and resource development
D Magazine Best Lawyers
2016 Corporate Law