Octopus Renewables Infrastructure Trust’s Acquisition of Two Wind Farms from the PNE Group

Octopus Renewables Infrastructure Trust PLC has completed its acquisition of two onshore wind farms in Poland from Germany-based PNE Group, a developer of wind projects in Europe.

This acquisition boosts PNE’s track record in Poland to a total 233 MWs of assets sold to date. The wind farms are currently under construction through a “turn-key” arrangement with Sevivon, a member of the PNE group.

The ‘Krzecin’ and ‘Kuslin’ wind farms, in the north-west and west of Poland respectively, will have a joint capacity of 58.8 MW. Construction commenced during Q4 2020, with completion expected for Krzecin in Q4 2021 and for Kuslin in mid-2022. BayernLB and the European Bank for Reconstruction and Development are project-financing the construction of the projects.

Lux Nova Partners Limited and Solivan advised PNE Group on the transaction. White & Case advised Octopus.

Lawyer Monthly had the pleasure to speak with Nikola Zahariev, Partner at Lux Nova Partners Limited to give us some further insight into this transaction:

What involvement did your team have with this acquisition?

Lux Nova (the only London law firm to focus exclusively on clean energy projects) have been supporting PNE on their English law transactions since 2019. We assisted PNE on the financing, security, hedging and project development documentation. This was important for the original financing in 2020, but also to ensure the structure of the deal was ready to be taken over by Octopus now. We also made sure that the interface between the financing and M&A transactions was as smooth as possible – not always easy on a large international transaction, but we worked closely with PNE’s in-house legal team (led by its Head of Legal, Dr Jan Messer) as well as counsel in Poland to achieve this.

What expertise did you bring to the deal?

There are two aspects here. Firstly, there is the purely technical side, making sure to manage and advise on a transaction spanning four jurisdictions, two international turbine suppliers, two very different financial institutions, a multitude of project development queries, negotiations around financial risk allocation, a relatively new market, Teams calls with almost 20 people located anywhere between London and Istanbul, and many more issues!

But the second aspect is the softer, more interpersonal element, which I really enjoy. I have been advising German developers and funders on their outbound investments for the past decade. The ability to communicate and advise in German, bridge intercultural gaps, urge caution when needed but also reassure when it is reasonable to push forwards – all of these can really help turn a tricky transaction into a success.

Did you encounter any challenges during the transaction? How did you overcome them?

To be honest, it is a great testament to the PNE team, very ably assisted by their commercial advisors Dauerkraft (Stefan Küver and team), that the inevitable challenges in a development-stage onshore wind project somehow did not really seem like challenges at all – they were just jobs to get done. I am sorry that I cannot give you any juicy details! But seriously – the trickiest element is the transaction management, especially when you cannot meet face to face. Good organisation, thinking ahead and avoiding problems before they arise are the solution to that.

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