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Michael Sykes

Partner

Email

michael.sykes@aoshearman.com

Phone

+1 202 683 3845

Offices

Washington DC

V-CARD
Michael’s practice focusses on the tax aspects of energy and infrastructure projects with specific attention to federal tax benefits provided under the US Inflation Reduction Act of 2022 (IRA).

Michael has broad experience advising sponsors, developers and investors on clean energy projects involving solar, wind, storage, carbon capture, domestic manufacturing, green and blue hydrogen production, and clean fuel and SAFproduction. He also has significant experience advising clients on the nuances of IRA regimes including prevailing wage and apprenticeship compliance, domestic content and energy community bonus credits, tax credit transfers and direct pay.

Prior to joining Allen & Overy, Michael served as a judicial law clerk to the Honorable David Gustafson at the United States Tax Court—advising on relevant cases involving energy tax credits, partnership bona fides, At-Risk loss limitations, and various other tax issues. Prior to the Tax Court, Michael’s practice focused on tax controversy and administrative proceedings with the Internal Revenue Service (IRS) during which he represented clients in all aspects of examinations, appeals, and voluntary disclosures.

Experience

Representative matters

  • A subsidiary of a Gas and Oil Company on the construction debt and tax equity financings for its 380 MW Myrtle solar project and the construction debt financing for its 600 MW Danish Fields solar project with Bank of America and certain other financing parties. 
  • Advantage Capital in a joint venture with Sabanci Renewables, Inc as a tax equity investor, for the Cutless II solar project in Texas. 
  • A major technology company as tax equity investor in a partnership flip financing of a fuel cell project in New York City that will monetize benefits from NYSERDA’s Value of Distributed Energy Resources (VDER) program.
  • A national specialty finance firm in connection with the arrangement of a purchase of federal tax credits from the subsidiary of a publicly traded industrial & real estate group.
  • A multinational financial institution in a tax equity investment in two utility scale solar projects being developed by Opdenergy in West Virginia and Louisiana.
  • A global alternative investment management firm on a USD265m investment to acquire an equity stake in USWind Inc. and fund through convertible debt a major offshore wind facility off the coast of Maryland. 
  • A global alternative investment management firm on the USD824m convertible equity portfolio financing with NextEra Energy Partners for a 2.5 GW renewable energy portfolio, which consists of 13 utility-scale wind and solar assets and approximately 115 MW of integrated battery storage, all of which span the U.S. power markets.
  • A global alternative investment management firm in the USD500m mezzanine holdco financing (in the form of a U.S. private placement with convertible notes) to Doral Renewables, the developer of a portfolio of 22 utility-scale wind and solar assets of approximately 2 GW across the U.S. 
  • Summit Carbon Solutions in the financing of its CCS operations that, when complete, will be the world’s largest carbon capture facility, consisting of over 40 emitters, pipelines across five states and a sequestration operation, all utilizing a mixture of section 45Q credits and California LCFS credits. U.S. Energy Development Corporation in: 
    – structuring a qualified opportunity fund to deploy in qualified opportunity zone (QOZ) property including overriding royalty interests in oil and gas leases and related qualified opportunity zone business assets. Representation included drafting a firm-first tax opinion on QOFs and QOZ property. 
    – connection with forming an Opportunity Zone fund. 

  • Advantage Capital in: 
    – a tax equity transaction with Heelstone Renewable Energy, LLC for four utility scale solar projects in Georgia. 
    – a tax equity investment in a portfolio of solar assets developed by Summit Ridge Energy for 2022. 

  • CIM Group on a 250 MW solar photovoltaic project called Aquamarine being developed in San Joaquin Valley, California. The plant is part of the first phase of the Westlands Solar Park, one of the largest permitted solar parks in the world. 
  • Clearway Energy Group on: 
    – the financing of the Daggett 2 Solar Power + Battery Energy Storage System in California, consisting of 182 MWac solar power + 131 MW BESS located in San Bernardino County, California. 
    – the financing of the Daggett 3 Solar Power + Battery Energy Storage System in California. When completed, the entire Daggett project footprint will encompass 482 MW of solar power and a remarkable 394 MW of energy storage capacity, making it the largest solar + battery storage project currently built in CA. 
    – the sale of a 1.6 GW portfolio of utility-scale renewable energy projects located in Texas, California, Hawaii and West Virginia to a partnership engineered by the client between Hannon Armstrong and Clearway Energy, Inc. The transaction, among the largest executed in 2020 (if not the largest), involved the creation and implementation of a framework for the monetization of a 1.6 GW portfolio of projects via debt, tax equity and cash equity vehicles. 

  • Irradiant (formerly Kayne Anderson) in structuring a series of solar financings in Michigan using busbar PPAs from entities purchased through bankruptcy proceedings. 
  • Longroad Energy on the acquisition of the 98 MWdc Titan Solar project in Imperial County, California. 
  • Maxeon Solar Technologies on the equity structuring and financing for a PV cell manufacturing and module assembly expansion project. The total investment of the project is expected to be over USD1bn, and is subject to a successful financial close under the U.S. Department of Energy’s (“DOE”) Title 17 Clean Energy Financing Program. 
  • A division of a multinational energy and petrochemical company in a tax equity transaction with Greenprint Capital LLC for the Jicarilla 2 solar project in New Mexico. 
  • SunPower Corporation advising in connection with the Hannon Armstrong “SunStrong Capital Holdings” joint venture, facilitating the deconsolidation and optimization cash flows of SunPower’s entire residential solar lease portfolio, including multiple mezzanine loan facilities and the refinancing of existing back-leverage facilities through a USD400m asset-backed securitization. 
  • Voya Investment Management on the USD70m construction bridge financing for the Arroyo Solar + Storage Project in New Mexico, comprised of a 300 MW solar PV generating facility and 150 MW battery energy storage facility. 
  • Clearway Energy Group on the acquisition of Rolette and Luverne wind projects located in North Dakota. 
  • A renewable energy company in connection with: 
    – the purchase of Lincoln Land Wind Equity Holdings, LLC, a 302 MW onshore wind farm in Illinois. 
    – the acquisition of Ford Ridge Wind Intermediate Holdco 3 LLC, a 121 MW onshore wind farm in Illinois.
  • InfraRed Energy Transition Fund in the acquisition from ENGIE Development, LLC of a minority interest in a joint venture that will indirectly own the sponsor’s interest in two newly constructed wind farms in Kansas and Texas, respectively, and one newly constructed solar project in North Carolina 
  • Alliant Energy in connection with developing their wind safe harbor and tax equity financing programs for their renewable energy portfolio. 
  • JERA Renewables in a construction/term loan and tax equity financing for the 301.5 MW dc El Sauz wind farm in Willacy County, Texas with a club of lenders led by Mizuho, which also included MUFG, KeyBanc and SMBC. 
  • Stonepeak Infrastructure Partners in connection with its sale of Madison Energy and its subsidiaries. 
  • Certain Solar Inc. on sale of a 5 MW in battery projects to Catamaran Renewables. 
  • An energy transition company in relation to the construction and back-leverage term loan financing for its Lone Star solar PV and battery energy storage system project in South Carolina. 
  • A soon-to-be established U.S. fund on its proposed investments in SAF projects and related offtake arrangements. 
  • Carlyle Infrastructure Partners, JLC Infrastructure, Ullico and Ferrovial (the consortium) on the USD9.5bn financing, construction, operation and maintenance of the redevelopment of Terminal 1 at JFK airport. Awarded ‘2022 P3 Deal of the Year’ by Project Finance International; ‘2022 North American Deal of the Year’ by Proximo; and ‘2022 North American Transport Deal of the Year’ by IJGlobal. 
  • Fiera Infrastructure on the acquisition of a rail car leasing business from InStar. 
  • Galehead Development in connection with obtaining a potential capital investment and development financing for its project pipeline. 
  • Grosvenor Capital Management in connection with developing a cross border debt transaction enabling non-US investors to access private domestic lending markets in a tax advantaged manner. 
  • An insurance company in evaluating the transaction structure and credit qualification strategy for purposes of issuing a tax-credit insurance policy for biodiesel tax credits.
  • WillScot Mobile Mini Holdings Corp. on the divestiture of the Tank and Pump segment of its business by way of a sale by Mobile Mini. Inc., a wholly owned indirect subsidiary of WillScot Mobile Mini, of all of the issued and outstanding equity interests of Gulf Tanks Holdings, Inc. to Ironhorse Purchaser, LLC, a subsidiary of Kinderhook Industries LLC, a New York-based private equity firm.

Published Work

  • Co-author, (2023) "Decoding the Tax and Climate Law’s ‘Green’ Credit Complexities", Washington D.C.: Bloomberg Law

Qualifications

Admissions

District of Columbia, 2022

United States Tax Court, 2016

Bar of the State of Florida, 2015

Academic

LL.M., Taxation, University of Florida, Levin College of Law, 2016

J.D., University of Florida, Levin College of Law, 2015

B.S. Journalism, Cum Laude, University of Florida, 2012

B.A. Political Science, Summa Cum Laude, University of Florida, 2012

Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.