Ayaz is a widely recognized projects lawyer and Co-chair of the Project Development & Finance Practice. He brings over 25 years of experience advising on the structuring, development, financing, construction, acquisition, and sale of major energy and infrastructure projects in the United States and around the world. Ayaz represents sponsors, banks, funds, investors, agencies, ministries, and public authorities across the infrastructure, energy, and sustainability sectors, as well as in the hospitality, mining, petrochemical, telecom, satellite construction, and other select industries.
Ayaz has led projects in more than 30 countries across North, Central, and South America, Asia, the Middle East, Europe, and Africa. These projects have occasionally involved governments and multi-lateral agencies (MLAs) or been structured as public-private partnerships (P3s). Some have established the framework, concession structure, or model agreements for energy or infrastructure projects in a country.
Ayaz has led groundbreaking and high-profile projects, including some that received “Deal of the Year” or similar awards. He led the World Bank’s first Prototype Carbon Fund investment implementing the Kyoto Protocol, creating the model contract for emissions credits–generating clean energy projects that kicked-off the global trade in renewable energy certificates (RECs). Ayaz participated in the first independent power projects (IPPs) in several Asian countries, prepared the IPP framework agreements for a Middle East country, and represented a prominent social media company on satellite projects in its initiative to expand internet connectivity into Africa and Asia. He also represented a Central Asian government in the structuring, development, and construction of a vast new rail infrastructure network. Recently, he advised on the acquisition out of a bankruptcy of the largest North American rare earths mine, the complex cross-border commercial and financing arrangements to advance the development and operations of the mine, and the US$1.5 billion SPAC transaction (closed in late 2020) that took the mining company public.
In addition to his practice, Ayaz has lectured and published extensively. He has authored a book on Project Finance Fundamentals and written the chapter on international project finance in Practising Law Institute’s International Corporate Practice treatise, published annually. His other publications include the Guide to Key Sources of Risk Mitigation in International Project Finance and an article for AirFinance Journal, “Private Sector Participation in Airports: 3 case studies.” Ayaz also taught a projects seminar for several years.
Ayaz is consistently ranked among the world’s top project finance, energy, infrastructure, and mining lawyers by Chambers Global, Euromoney, Who’s Who Legal, The Legal 500 United States, and other publications. He was the subject of a New York Law Journal article “Learning the Ropes in a Global Economy” that profiled his selection as one of 25 global delegates to the American Council on Germany’s Young Leaders Conference in 2001.
He began his legal career as a clerk in the US District Court for the Southern District of New York. In law school, Ayaz served as the Notes Editor of the Georgetown Law Journal and authored a law review note titled “A Theoretic Approach to Transnational Terrorism.” He was also a John M. Olin Law and Economics Scholar.
Before attending law school, Ayaz worked in investment banking as an associate in the Derivative Products Group at a New York-based investment bank and an analyst in Goldman Sachs’ Fixed Income Division.
- Georgetown University Law Center (JD, magna cum laude)
- Yale University (BA, cum laude)
Renewable Energy Projects
- Representing a US sponsor in the development and financing of a waste-to-energy project in Atlanta.
- Represented Mitsui & Co., Ltd. as co-sponsor of a 97 megawatt wind project in Argentina under the “RenovAr 1” program. The project involves Argentine sovereign support through a payment trust (the “FODER”), backstopped by a World Bank Project financing provided by German DFIs with KfW-Ipex as lender under an export credit agency (ECA)–covered tranche (provided by Euler Hermes) and DEG and FMO as lenders under a parallel uncovered tranche. Work includes negotiating a MIGA political risk insurance policy. The matter also involved a restructuring of the co-sponsors’ interest through a cross-border merger.
- Representing the lead sponsor in the proposed development and financing of a large waste-to-energy project in Kinshasa, DRC.
- Represented Mitsui in acquiring SunEdison’s solar development portfolio and related assets out of bankruptcy and in the subsequent development of numerous solar projects.
- Represented Mitsui in acquiring a 50% interest in, and in its role as co-sponsor of the development and project financing, of a 160 megawatt wind farm in Santo Domingo, Oaxaca, Mexico. The project is part of Mexico’s “self supply” regime through which multiple offtakers receive power through facilities that are part of CFE, Mexico’s national electricity company.
- Represented a Japanese trading company as the lead consortium member and shareholder in the bid and proposed acquisition of a multicountry Asian geothermal projects portfolio.
- Represented Mitsui as sponsor of a utility-scale solar project in Massachusetts.
- Represented a global independent power producer (IPP) in the development of a wind power project in Tanzania.
- Represented Mitsui in acquiring a 50% interest in and as co-sponsor in the development and financing of the 164 megawatt Bii Stinu wind farm near Juchitan, Mexico, a project under Mexico’s “self supply” regime.
- Represented a US developer in the early-stage development of a biofuels project in Kenya.
- Represented a sponsor in the development of multiple PV solar projects across the northeastern United States.
- Represented the sponsor in a joint venture for and in the development of a 1,000 megawatt wind farm in Pakistan.
- Represented Fuel Cell Energy in the development and financing of a fuel cell power facility in Massachusetts and in the negotiation of a power purchase agreement (PPA) with the Long Island Power Authority.
- Represented the World Bank in the lead investment of its Prototype Carbon Fund for the first project to implement the Kyoto Protocol. Prepared the first Emissions Reductions Purchase Agreement (ERPA), which established the model structure for the acquisition of emissions credits from projects.
Conventional Power Generation and Transmission Projects
- Representing the lead sponsors in the development and financing of the 1,200 megawatt Shamokin Dam power project in Pennsylvania.
- Representing a Japanese trading company and a Japanese consortium of investors in connection with an investment into a $1.2 billion gas-fired power project in Virginia.
- Representing Macquarie as lender in a unique borrowing base credit facility with an “accordion” feature for a portfolio of natural gas–fired projects in the PJM Interconnection region and elsewhere.
- Representing the seller (a major strategic investor) in the proposed sale of a 50% interest in a large (more than 1,000 megawatts) North American gas-fired power project.
- Represented Sunbury Generation as lead sponsor of a $900 million project to convert a coal-fired power plant into a 900 megawatt gas-fired facility, including the construction of a gas pipeline. Representing Sunbury in an ongoing co-located project of the same size.
- Represented the Yemen Ministry of Energy in the preparation of framework and model agreements for the first IPPs in Yemen, working in a co-advisory arrangement with the International Finance Corporation (IFC).
- Represented Mitsui in its role as lead sponsor of a 1,005 megawatt gas-fired power project in Ontario, Canada that surmounted the bankruptcies of its co-sponsor and two other key participants to complete the financial close, and was named a Project Finance Deal of the Year, North America finalist. Subsequently advised on restructuring ownership, sponsor support, and other financing arrangements.
- Represented Mitsui as co-sponsor in the greenfield development as well as financing led by Japan Bank for International Cooperation (JBIC) of a 525 megawatt gas-fired power plant in Valladolid, Yucatan, Mexico.
- Represented a Japanese trading company in a joint venture with a prominent US energy company to pursue multiple projects in Peru, Brazil, and Chile.
- Represented ECC in connection with a 500 megawatt power project in Kuwait that was executed on a fast-track basis.
- Represented a contractor in a $1 billion engineering, procurement and construction (EPC) contract for an 800 megawatt power project, the financing for which involved support from NEXI. The project was named Power Project of the Year.
- Represented Marubeni in the acquisition of Sithe’s Asian power assets and disposition of its interest in Sithe.
- Represented Duke Energy in developing power projects in Bolivia and Brazil in partnership with Petrobras.
- Represented PSE&G in the development and financing of a 600 megawatt power project in Brazil that involved Petrobras, other Brazilian partners, and a Korean contractor as well as K-Exim–supported financing.
- Represented a global energy company in the bid to acquire a portfolio of Mexican power and gas assets.
- Represented sponsors in the development and financing of a 782 megawatt power plant in Multan, Pakistan.
- Served as counsel to a joint venture in connection with the development of a gas-fired power plant in Andhra Pradesh, India.
- Represented DZ Bank in numerous power project financings, including for EIF, LS Power, Florida Power & Light, ArcLight, AES, Beowulf Energy, Appalachian, and Kleen Energy.
- Represented BNP Paribas and the lead arrangers in the $350 million project financing of a 400 megawatt gas-fired power project in California.
- Represented Société Général as lead bank in the restructuring of a complex multi-tranche facility for a portfolio of US merchant power projects.
Oil & Gas, LNG, Petrochemicals and Other Processing Plants
- Representing the lead sponsor in a bid to develop, finance, construct, and operate a 675 million standard cubic feet per day bridge-connected, gas-compression platform complex in the Ku field located offshore Mexico in the Bay of Campeche, including negotiating a full EPC contract, O&M contract, early-stage joint venture arrangements, and project financing term sheets.
- Representing a Middle East Ministry of Oil and the National Oil Company in the review and renegotiation of certain concession arrangements and certain oil services contracts with foreign parties.
- Represented the lead sponsor and sponsor consortium in the development and financing of an oil refinery project in Zuunbayan, Mongolia.
- Representing Qatar Petroleum in connection with the drafting and negotiation of consortium arrangements, the EPC contract, and certain other project contracts for the Golden Pass LNG receiving terminal in Texas.
- Represented a consortium in a bid round and development for oil & gas fields in Libya.
- Represented the sponsor in a concession agreement for offshore exploration in the Caribbean.
- Representing the project company in the development and construction of a new gas pipeline in the Marcellus shale region of the United States to supply a new 1,000 megawatt power project.
- Represented Duke Energy in its long-term LNG sale and purchase agreements and transport agreements with Sonatrach (Algerian NOC), including complex LNG swaps with third parties.
- Represented a prominent US energy company in connection with a development agreement for the extraction of Alaskan North Slope gas and the construction of a pipeline and LNG facilities.
- Represented PT. Tirtamas Majutama in the development and financing of a $3.4 billion integrated olefins and aromatics petrochemical complex in East Java, Indonesia that involves leading Thai, Japanese, Korean, and US companies, and financing with multiple ECAs (including US Exim, JBIC, K-Exim, and ECGD).
- Served as counsel to Indonesian project company P.T. Polytama Propindo in the complex restructuring of its US registered securities following the Indonesian financial crisis.
- Represented Duke Energy in connection with LNG sale and purchase agreements with Citrus Energy.
- Represented institutional investors in loans to a Russian gas bank wholly owned by Gazprom.
- Represented the sponsor in connection with the development of an ammonia processing complex in Parana Brazil, including an associated power plant and other utilities.
- Represented Tecnoconsult in an EPC consortium for the ammonia and urea units of the Moron Petrochemical complex in Venezuela.
Mining & Other Natural Resource Projects
- Represented a world-scale rare earths mining company in a $1.5 billion public M&A transaction with a Special Purpose Acquisition Company (SPAC) and a simultaneous related PIPE transaction that successfully took the company public.
- Represented the JHL and QVT Funds in a joint venture with a leading Chinese mining company and the joint venture in the successful acquisition out of bankruptcy (through a 363 sale) of the largest rare earths mine in North America, and all associated development, financing, and commercial arrangements. The project included: (i) negotiation of project contracts for the development, financing, construction, and operation of the mine; (ii) transfer of all licenses and permits, and associated bonding arrangements; (iii) structuring to address CFIUS concerns; (vii) global settlement with regard to all claims arising out of the bankruptcy; and (viii) support on various post-acquisition project implementation matters.
- Represented an investor in the acquisition and development of the Benkala copper mine in Kazakhstan.
- Represented a lead sponsor in acquiring certain mining interests from Vale in Mongolia.
- Representing a Japanese trading company in its proposed investment in and co-sponsorship of the development and financing of a $5 billion copper mining project in Panama.
- Represented Century Aluminum in the formation and negotiation of an engineering, procurement, and construction management (EPCM) contract valued in excess of $1 billion for an aluminum smelter in Iceland.
- Represented an aluminum company in connection with the acquisition of an interest in a bauxite mining and excavation project in Orissa, India.
- Represented DZ Bank in connection with the Elk Creek coal mine financing for Oxbow Mining.
- Representing BBAR (Building Bridges Across the River) in a high-profile and innovative public use infrastructure project that will span a major Washington, DC area bridge and include a plaza, an amphitheater, an environmental education center, play space, parks and gardens, art exhibits, a boat launch, restaurants, varied concessions, and other civic amenities.
- Representing the Ministry of Transportation and Mongolian Railways (MTZ) as lead sponsor in the development, construction, and financing of an approximately $7 billion, 1,800-kilometer new rail infrastructure project $undertaken on a public-private partnership (PPP) basis. Construction of Phase 1 (a 270-kilometer rail line to the Chinese border) has commenced under a Samsung EPC contract and anticipated K-Exim financing. This project received global press coverage, including in the Economist, NY Times, WSJ, and other publications.
- Representing TransDev and, through TransDev, advising the New Orleans Regional Transit Authority in the preparation of the tender documents and model form concession contract for the development, construction, and operation of the new Canal Street Ferry Terminal in New Orleans.
- Representing a developer that is also the lead sponsor on the development of a major port and associated infrastructure in Albania under a proposed PPP.
- Representing a joint venture EPC contractor on the bid and in a contract for the rehabilitation of the George Washington Bridge in New York City.
- Represented a monoline insurer in the implementation of infrastructure improvements (including energy infra) at the University of Maryland on a PPP basis. The first-of-its-kind transaction serves as a model for PPP programs for infrastructure development on college campuses.
- Served as counsel a Japanese contractor in connection with an EPC contract for a rail transit project.
- Represented DZ Bank in financing a portfolio of cell towers for Goldman Sachs Infrastructure Partners.
- Represented the Bank Steering Committee in the bankruptcy restructuring of Ogden’s global infrastructure and energy assets, including the associated project financing arrangements.
- Represented the senior lenders in the project financing of the construction of a sports arena for professional basketball and hockey teams in Washington, DC.
Satellite & Telecom Projects
- Represented Facebook in satellite projects and associated ground infrastructure as part of its initiative to bring internet connectivity to underdeveloped areas of Africa and Asia. The engagement included establishing a model form of satellite procurement and a construction contract for a global RFP; negotiating a novel framework agreement governing cooperation with a major European satellite company; and negotiating a satellite services agreement with another major satellite company to complete the initial project. This initiative received extensive press coverage, including a cover article in Time magazine.
- Represented a Hong Kong–based sponsor in the structuring, ownership arrangements, development, and proposed ECA financing of a Ka band satellite covering Africa.
- Represented NewSat in the development and financing of a $600 million Ka and Ku band satellite in a Malaysian orbital slot. The financing was through US Exim, COFACE, and commercial bank credits.
- Represented a satellite company in innovative arrangements for the acquisition of multiple orbital slots.
- Represented a media company in negotiations related to satellite services agreements and satellite leases for capacity.
- Represented a lender in separate project financings for cell towers in the United States and Latin America.
- Represented Chase Manhattan Bank in connection with financing arrangements for telecom facilities in Brazil.
Hotel, Resort, and Other Projects
- Represented Coca Cola South West Beverages in negotiating a design agreement and the subsequent EPC contract for the construction of a new bottling facility in Texas.
- Represented Marriott International in negotiating management contracts for its Hong Kong properties.
- Representating the lead sponsor in the proposed development of a commercial tower that would be the tallest building in Mongolia and have a luxury brand hotel as the anchor tenant.
- Represented Risarc in a joint venture to develop a resort facility in Jamaica.
- Represented Versar in connection with its participation in a UAE joint venture for construction management services for an Al Bateen Part Development Project for Al Dar, Abu Dhabi.
- Represented Dar al-Riyadh in a joint venture with the Wood Group to pursue numerous energy and infrastructure projects sponsored by Saudi Aramco.
- Counseled Bristol Myers Squibb in connection with a build-operate-transfer (BOT) contract for certain R&D facilities in India.
- Represented the Soros Group and other investors in the project financing of a steel mill in Thailand.
Recognition & Awards
- Law360: Project Finance MVP, one of five selected (2016)
- Included in Euromoney Publications’ Guide To World’s Leading Project Finance Lawyers (2009–2018)
- International Who’s Who of Energy Lawyers (2012–2019)
- Who’s Who Legal: Project Finance (Most Highly Regarded category) (2014–2019)
- Recognized by The Legal 500 United States for Project Finance (2013–2019)
- Chambers Global: General Business Law in Mongolia (Band One) (2014–2019)
- SmartCEO, ESQ Award (2015)
- American Bar Foundation, Fellow (2017–2020)
- American Council on Germany, Young Leaders Conference, Delegate (2001)
- Order of the Coif
- Board of Directors and Executive Committee Member, Asian American Legal Defense and Education Fund (AALDEF)
- Advisory Board and Governing Council Member, National South Asian Bar Association (NASABA)