Kenneth Charles Cestari

Overview

Ken Cestari is an attorney in Holland & Knight's Washington, D.C., office. He has extensive experience in federal credit programs, and a broad range of experience in complex secured and unsecured financings, with a focus on the financing of clean energy projects.

Mr. Cestari has deep knowledge of the credit programs administered by the U.S. Department of Energy's (DOE) Loan Programs Office (LPO), and the underlying federal laws and policies that govern and apply to all federal credit programs. He has particular knowledge with the development and financing of photovoltaic solar, concentrating solar and nuclear power production facilities, natural gas cogeneration facilities, wind farms, landfill gas projects and waste coal recovery projects. In addition, Mr. Cestari has experience in structured tax transactions to obtain production tax credits, historic tax credits and nonconventional fuel tax credits.

Prior to joining Holland & Knight, Mr. Cestari served as the deputy chief counsel at the LPO. In that role, Mr. Cestari led a team of LPO attorneys in drafting revisions to the regulations implementing the innovative clean energy loan guarantee program (Title XVII) and the LPO's form documentation. In addition, he served as senior transaction counsel at the LPO. In that role, he served as the LPO's counsel on the financing of utility scale photovoltaic and concentrating solar power facilities, and a nuclear power plant. Prior to LPO, Mr. Cestari worked in private practice.

Mr. Cestari previously served in the U.S. Army as a lieutenant, tank company executive officer and platoon leader. During his service, he was a class leader for the Armor Officer Basic Course. In addition, Mr. Cestari was awarded a Parachutist Badge and Air Assault Badge.

Representative Experience

Financing of Vogtle Electric Generating Plant consisting of two Westinghouse AP1000 nuclear reactors to produce approximately 2,214 megawatts (MW) of electrical power to three of the owners of the project consisting of a $3.460 billion loan guarantee, a $3.057 billion loan guarantee, and a $1.796 billion in loan guarantee
Financing of Ivanpah Solar Electric Generating System regarding a combined 392 MW concentrating solar thermal project located in Ivanpah, California, with $1.627 billion in loan guarantees
Financing of Desert Sunlight Solar Farm regarding a 550 MW photovoltaic solar generation facility located in Riverside County, California, with $1.461 billion in loan guarantees to a private lender under the Financial Institution Partnership Program (FIPP) Program
Financing of Agua Caliente Solar Project regarding a 290 MW photovoltaic solar generation facility located in Yuma County, Arizona, with a $967 million loan guarantee
Financing of Antelope Valley Solar Ranch regarding a 230 MW photovoltaic solar generation facility located in Lancaster County, California, with a $646 million loan guarantee

Represented a diversified company in its negotiation of a coal handling services agreement for a waste coal recovery power facility
Lead attorney in the negotiation of an option to ground lease, ground lease and water supply agreement in connection with the development of a natural gas cogeneration facility in California
Represented an unregulated electricity generator in its development of a landfill gas facility
Provided real estate advice in connection with an unregulated electricity generator's acquisition, development and financing of a merchant natural gas cogeneration facility in Attala County, Mississippi; activities included coordinating the due diligence in connection with the acquisition of a partially developed facility, assisting with the negotiation of the purchase agreement for the acquisition of the facility, coordinating local counsel efforts in the completion of the development of the facility and managing all real estate aspects of a $340 million leveraged lease financing of the facility
Represented an unregulated electricity generator in its sale of an interconnection facility to an electric utility located in Crete, Illinois
Provided real estate advice to an unregulated electricity generator in connection with a $69.4 million construction and term facility for a "peaker" electricity generating facility located in Denver
Lead attorney for an unregulated electricity generator in its acquisition of real estate interests in connection with its development of a $250 million natural gas cogeneration facility in Phoenix
Negotiated and drafted all "backend" agreements in connection with a $240 million cross-border, lease-leaseback transaction
Drafted all transaction documents in connection with an insurance company's sale-leaseback of a healthcare insurer's headquarter building
Negotiated a ground lease for an energy company's pulverized coal injection facility located at a steel mill
Negotiated and drafted a ground lease and a facilities sharing agreement in connection with an energy company's acquisition of a coke battery from the owner of an integrated steel mill

Lead attorney for a private equity fund in connection with a $18.5 million asset-based corporate acquisition term loan, an $8 million asset-based revolving facility and the issuance of $9.1 million in senior subordinated notes
Lead attorney for a private equity fund in connection with a $38 million asset-based corporate acquisition term loan, a $5 million asset-based revolving facility and the issuance of $15 million in senior subordinated notes
Lead attorney for a private equity fund in connection with a $32.5 million asset-based corporate acquisition loan
Lead attorney for a public utility in its purchase of limited partnership interests in a limited partnership that owned a Section 29 synthetic fuel manufacturing facility and the concurrent restructuring of the partnership agreement; negotiated and drafted a memorandum of agreement, an amended and restated limited partnership agreement and a limited partnership interest purchase agreement
Represented a public utility in its relocation of a synthetic fuel facility.; negotiated and drafted a synthetic fuels sales agreement, a coal purchase agreement, an agency agreement and a ground lease
Lead corporate lawyer for a public utility in the restructuring of its membership interest purchase agreement and all project agreements (coal supply agreement, sales agency agreement, ground lease, operation and maintenance agreement, technology license agreement and services agreement)
Represented a publicly traded hotel real estate investment trusts (REIT) in connection with its negotiation and closing of the termination (as a result of the REIT Modernization Act) of 54 hotel leases; activities included obtaining the consent to the termination of the leases from institutional lenders (which had issued mortgage backed securities), hotel franchisors and hotel managers
Performed, as counsel to issuers and underwriters, real estate due diligence and reviewed the real estate-related provisions of registration statements in connection with initial and secondary public offerings of numerous publicly traded REITs
Prepared management and operation agreements for 1) the management of two hotels in connection with a hotel developer's development and financing of an extended stay hotel, and 2) use by a publicly traded REIT with a nationally recognized hotel manager
Prepared organizational and authority documents in connection with an insurance company's acquisition, leasing and financing of 63 family restaurants in a sale-leaseback transaction.

Lead attorney for a private real estate investment trust (REIT) in its sale of a 90 percent equity interest in a $190 million luxury hotel in Washington, D.C.
Represented a private client in the sale of two apartment complexes and the acquisition and financing of Section 1031 replacement properties
Lead attorney for a private REIT in 1) its acquisition of a $100 million office complex in Durham, North Carolina, and $90 million acquisition financing, 2) its acquisition of a $30 million office complex in Durham, North Carolina, and $24 million acquisition financing, and 3) its acquisition of a $28 million office complex in Vienna, Virginia, and assumption of $18 million in financing
Represented a publicly traded hotel REIT in its acquisition of four economy hotels and its acquisition of five extended stay hotels from a hotel developer
Lead attorney for a public REIT in its acquisition of numerous industrial properties
Represented publicly traded limited partnerships, managed by a leading investment bank, in their sale of five office parks (in five separate transactions) and four extended stay hotels hotels (in one transaction)

Lead attorney for a private real estate investment trust (REIT) in its $145 million construction/renovation financing of a luxury hotel in Washington, D.C.
Represented a publicly traded corporation in its purchase of participation interests in construction loans
Lead attorney for a public REIT in three separate multistate financings secured by industrial properties
Represented a Northern Virginia office developer in its negotiation and closing of a $9 million construction loan for a multistory office building in Herndon, Virginia
Lead attorney for a publicly traded hotel REIT in the closing of a $125 million revolving credit facility secured by 29 hotels
Represented a Washington, D.C., developer in its negotiation and closing of a $6.2 million loan (in two disbursements, based on borrower's earn-out of additional loan proceeds)
Lead attorney in the representation of a publicly traded hotel REIT in a $190 million line of credit secured by 14 hotels, a $43 million term loan secured by eight hotels and a $320 million bridge loan secured by 28 hotels
Represented a nonprofit lobbying group in its negotiation and closing of a $3.9 million loan secured by its office building

Participated in the representation of a Fortune 10 energy company in connection with its post-merger asset restructuring; activities included assisting with the development of a protocol for the conduct and completion of the real estate component of the representation (including the analysis used to determine whether and when the real estate component of the representation was completed), coordination with numerous other attorneys at the firm and the client as to the status of the progress of the representation (including the identification of critical path items), and assisting with the management and quality control of the real estate component of the representation

Credentials

Education

University of Richmond School of Law, J.D., cum laude
Bucknell University, B.A., Economics, Minor in Mathematics (Statistics)

Bar Admissions/Licenses

District of Columbia

Honors & Awards

McNeill Honor Society, University of Richmond School of Law, 1994
American Jurisprudence Award, Constitutional Law, University of Richmond School of Law, 1992

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