David P. Swanson

Partner

Minneapolis

P: (612) 343-8275

F: (952) 487-8509

Dave Swanson is a partner in the Corporate practice group, Chair of the Agribusiness, Rural Electric and Cooperatives practice group and co-Chair of the Project Development and Finance practice group. For 25 years, he has focused on organizational issues, financing and transactions for energy project participants, agricultural and rural electric cooperatives, as well as cooperative financial institutions.

Representative Transactions

Borrower Representation

$500,000,000 2011 Syndicated Credit Facility for Tri-State G&T, with CoBank and Bank of America as joint lead arrangers and book managers.
$1,250,000,000 2011 5-year Credit Agreement for CHS Inc. with CoBank as administrative agent.
$1,250,000,000 2011 3-Year Credit Agreement for CHS Inc. with CoBank as administrative agent.
$500,000,000 2011 private placement Notes for CHS Inc.
$500,000,000 2011 First Mortgage Bonds for Tri-State G&T (Rule 144A Offering)

Representative Experience

Lead counsel regarding purchase of food cooperative in Rochester, MN
Facilitated the sale of soy lecithin facility assets in exchange for common stock and the assumption of certain liabilities to Renewable Energy Group
Facilitated the sale of substantially all assets of client to Renewable Energy Group
Leading role in the 2011 acquisition by Tri-State Generation and Transmission of the Colowyo Mine coal mine, with a total production of 2.4 million tons of coal, from Rio Tinto plc
Lead counsel to Tri-State Generation and Transmission regarding the purchase of an equity stake interest in excess of 5% from Aircraft Services Corporation
Facilitated the $939 million leveraged lease financing ($179 million lease equity, $760 million Rule 144A note issue) for the development of a 400 MW coal plant in Arizona.
Counsel to the City of Great Falls in connection with a 250 MW coal-fired electrical generating facility in development by Southern Montana Electric Generation and Transmission Cooperative.
Leading role in development of a coal-fired power plant in Kansas.
Counsel to sponsor of three large-scale jointly-owned ethanol facilities in Indiana, Nebraska and Ohio.
Leading role in geothermal energy company's acquisition of geothermal production assets in Nevada.
Counsel to sponsor with respect to the development and financing of two 100 million gallon ethanol plants in Texas and Kansas.
Advise offtakers in connection with solar and wind power purchase agreements and solar and wind investments.
Counsel to sponsor in connection with ownership contracts for various jointly owned and developed transmission projects.
Deep knowledge and experience in drafting and negotiating long-term supply agreements and joint ownership agreements for agricultural processing and energy production facilities.
Counsel to energy client in its 2009 $300 million Private Offering of Senior Secured Notes.
Counsel to energy company in its 2010 $500 million First Mortgage Bond Offering.
Counsel to sponsor and project companies in connection with the development, financing and sale of numerous ethanol and biodiesel plants.
Leading role in the 1992 acquisition by Tri-State G&T (Denver, CO) of Colorado-Ute G&T assets in a Chapter 11 proceeding, and in the 2000 merger of Tri-State G&T and Plains Electric (Albuquerque).
Leading role in the documentation and legal aspects of the 1998 consolidation of Cenex and Harvest States Cooperatives.
Leading role in the 1997 debt restructuring of Minnesota Corn Processors.
Handled private placement debt offerings in 1997-1998 for Minnesota Corn Processors, Tri-Valley Growers and American Crystal Sugar Company.
Leading role in the formation and capitalization of many purchasing cooperatives and joint buying organizations.
Regularly advise cooperatives regarding director duties, governance matters and Bylaw review and updating.

Presentations

"US Cooperative Legislation" presented at Cooperative Opportunities for Health Care, Washington, D.C., July 21, 2010.
"Legal Responsibilities of Directors" presented at Consumer Cooperative Management Association, Madison, WI, June 12, 2010.
"Mergers and Acquisitions" presented at the Renewable Fuels Association National Ethanol Conference, Orlando, Florida, February 16, 2010.
"Co-op 101" presented in conjunction with Cooperative Network, Rockford, MN, July 15, 2009.
Moderated panel discussion on "Current Developments in Alternative and Renewable Fuels" at the Upper Midwest Renewable Energy Conference, Minneapolis, MN, June 3, 2009.
“Legal Challenges and Solutions” presented at the 11th Annual Farmer Cooperatives Conference, St. Paul, MN, November 18-19, 2008.
“Selected Legal Issues” presented at the University of Wisconsin Center for Cooperatives’ Cooperative Issues Forum, Madison, WI, June 17, 2008.
Moderated panel discussion on "Do Cooperatives Create or Destroy Value?" at the 10^th Annual Farmer Cooperatives Conference, St. Paul, MN, November 5, 2007.
"Policy Considerations for the Next Phase of Biofuels Industry Development," presented at the Biofuels, Carbon and Trade Conference for the Americas, Minneapolis, MN, October 22, 2007.
"Alternative Energy & Renewables: Minnesota Strengths Reach New Markets" moderated a panel at The Collaborative's Cleantech Conference in Golden Valley, MN, May 10, 2007.
“Cooperative Financing Using LLCs,” presented at the NCFC Annual Meeting/LTA Conference, Orlando, FL, January, 2006.
“Cooperative Innovation – Some Challenges and Opportunities,” presented at the 7^th Annual Farmer Cooperatives Conference, Kansas City, MO, November 1, 2004.
“The Role of Federal and State Policy in Formation and Success of Cooperative Businesses,” presented at a conference organized by the United States Department of Agriculture, Washington, DC, June 16-17, 2004.
“Issues & Options In Obtaining Non-Patron Investment for Cooperative Businesses,” presented at A Cooperative Leaders Roundtable, organized by Quentin Burdick Center for Cooperatives, November 5, 2003.
“Evolving Cooperative Business Structures,” presented at the Value-Added Agribusiness Development Conference in Springfield, IL, August 27, 2003.
"Evolving Cooperative Business Structures," presented with Robert G. Hensley at the 5th Annual Farmer Cooperatives Conference in St. Louis, MO, November 13-15, 2002.
"Confidentiality Issues for Directors-Effective Communication with Members," presented at Quentin Burdick Center for Cooperatives' Executive Training Program for Directors of Cooperatives, Fargo, ND, December 11, 2001.

Professional Activities

Director, Cooperative Development Services
Vice President, Northcountry Cooperative Development Fund
Director, Ralph K. Morris Foundation
2nd Vice Chair, National Cooperative Business Association
Chair, National Council of Farmer Cooperatives' Legal, Tax & Accounting Subcommittee on Cooperative Structures: Mergers, Acquisitions, Joint Ventures and Subsidiaries

Attorney Articles

March 2011	"Precautions and Protections: Summarizing legal responsibilities of cooperative boards," Cooperative Grocer
February 23, 2009	Energy Provisions in the American Recovery and Reinvestment Act Of 2009
April 2004	Best Buy, Josten’s and Born Form Technology Cooperative
May 1, 2003	Minnesota Legislature Adopts New Cooperative Associations Act: Coops Should Carefully Options to Avoid Pitfalls

News & Press Mentions

August 3, 2009

Dorsey Partner Honored By Co-op Educators Organization