Energy and Natural Resources

Constantly attuned to the national and EU developments in the energy sector, our Energy and Natural Resources Practice is independently acknowledged for its in depth and sophisticated expertise and its involvement in complex and innovative transactions in this area.

We have built an arguably unparalleled practice based on the constant involvement of our “exceptional team” (Chambers and Partners, 2014) in the full spectrum of matters, from M&A’s and privatizations to agreements, concessions, licenses, permitting and operation and other regulatory matters.

Our team combines strategic understanding with business-oriented advice and technical abilities, aiming to propose realistic and commercially effective solutions that take into consideration industry specific matters.

Clients also benefit from our ability to promptly assemble multi-disciplinary teams, including M&A, corporate, environment, tax, public procurement, litigation specialists, just to name a few of the areas with potential impact on the energy transactions. Thus, we have extensive experience in handling the full range of transactions and services in the energy and mining sectors, whether it is:

• regulatory advice at all levels of industry specific activities (from generation, exploration and exploitation to trading and end consumers)
• implementation of domestic and EU legislation or public consultation on primary and secondary legislation
• structuring and negotiating industry specific agreements
• elaborated M&A, restructuring and privatization projects (specialized due diligence, transaction structuring, drafting and negotiation of transaction documents)
• joint ventures and PPP or trans-national projects
• energy litigation
• energy – environmental and climate change
• energy project finance
• energy tax

Electricity

With a full service offering, we have built hard-to-match experience and expertise  bringing practical and technical insight into all aspects of projects, planning and operations in the electricity sector in which we are engaged. Our advice and support includes:

• in-depth regulatory advice and assessments at all levels of electricity specific services/ activities (setting up, generation, transmission and distribution, interconnection, TPA, trading and supply)
• permitting and licensing for all regulated activities and services
• marketing and trading of electricity (regulated markets access, structuring and negotiation of agreements, specific regulatory limitations and restrictions)
• structuring and negotiating industry specific agreements (construction, PPA, O&M, equipment procurement, service concession agreements)
• elaborated M&A, restructuring and privatization projects
• advice in connection with the development of major energy infrastructure projects
• TPA and interconnection permits and contracts

Examples of our work in this sector include assistance to:

• a major Italian energy trader with trading operations in Romania, including regulatory matters, contract negotiations and related disputes
• the first successful secondary public offering on the Bucharest Stock Exchange of part of the shares of the national electricity transmission operator, as part of a consortium of advisors
• private companies, in drafting and negotiating a wide range of electricity agreements (supply/ interconnection)
• private companies, in structuring their supply/ re-sale and distribution activities on industrial platforms
• a leading German energy company, concerning the creation of a joint venture company in electricity generation, along with other strategic investors and the main state owned Romanian electricity termo generator, as part of a privatization process with a value estimated at over 1 billion EUR
• the privatization of four out of five privatized regional electricity distribution and supply companies, as part of international advisors consortia
• a leading energy supplier, in its participation in an international tender for the acquisition of the largest regional Romanian electricity distributor
• a consortium of two subsidiaries of a global mining and metals company, in the attempt to privatize a local thermal and electricity producer, which, once rehabilitated, would have generated more than 100 MW of power
• a leading German energy company, in participating in the tender procedures for the privatization of an electricity generation facility operating on natural gas through the establishment of joint venture companies with a state-owned electricity generation company

Oil and Natural Gas

We have been working on noteworthy oil&gas industry projects longer than any of our peers, and combine legal expertise with previous in-house know-how. Thus, we genuinely understand the issues faced by the domestic market, offering full service to a variety of clients, be it international oil&gas companies, lenders and other financial institutions, private equity funds or public authorities. They turn to us for:

• assistance in relation to the transfer of petroleum concession agreements (farm-in/farm-out agreements)
• in-depth regulatory advice in relation to permits, licenses/authorizations necessary for carrying out oil&gas exploration, production, storage, transportation, distribution and trading
• advice in relation to the development of oil&gas discoveries (on shore and off-shore)
• advice in connection with the development of major energy infrastructure projects
• advice in relation to mandatory supply obligations regarding the natural gas regulated market and trading on the natural gas centralized markets
• drafting and negotiation of concession agreements (exploration, development and production petroleum agreement, concession for the distribution, transportation and storage of natural gas)
• drafting and negotiation of oil&gas field services agreements
• drafting and negotiation of agreements for marketing and trading gas and refined products
• competition law assessment in relation to oil&gas long term contracts

Examples of our work in the oil sector include advice to:

• one of the world’s largest oil&gas companies, regarding farming-in into the deep offshore portion of a Black Sea concession agreement
• a US-based private equity fund specialized in building differentiated oil and gas businesses, in relation to the acquisition and exit of/from a Romanian oil&gas company focused on the rehabilitation of mature oil fields
• the world’s largest publicly traded international oil&gas company, in relation to all matters regarding the ongoing exploration activities in Romania carried out with respect to two different concession blocks/projects as well as during the entire process related to the development of the first Romanian deep offshore gas exploitation
• one of the largest oilfield services group, during a cross boarder reorganization processes with the final goal of divesting one of their most important lines of business by way of an IPO
• a private exploration and production international company, in relation to acquiring onshore mature fields in Romania
• a large Romanian oil&gas company, in relation to the assessment of certain particular aspects regarding the legal regime applicable to oil royalties and the related provisions from its privatization agreement
• an oil&gas company focused on the Eastern European region, in connection with the settlement of the disputes with their local partner regarding operator’s liability in connection with unforeseen events occurred at a well
• an Australian listed oil&gas company, in relation to the negotiation and drafting of a farm-in agreement for the acquisition of interests in a concession agreement regarding an important gas field in Romania (one of the largest and most notable gas discoveries in Romania);
• a multinational integrated oil and gas company and one of the six “Supermajor” oil companies in the world, in connection with its participation in the 10th licensing round organized by the National Agency for Mineral Resources for the award of petroleum concession agreements in Romania
• a major Austrian company, in connection with the acquisition of the controlling stake in the largest Romanian oil company in a transaction with a value in excess of 1.5 billion EUR including specialized due diligence on oil and gas exploration and production operations

Examples of our work in the natural gas sector include assistance to:

• a leading international oil&gas company, in relation to the entire process regarding the marketing and sale of gas
• a consortium of leading intermediaries, in the initial public offering of 10% of the shares issued by the sole gas transmission operator in Romania
• a tentative five-nation project to construct and operate a natural gas pipeline linking production areas in the Caspian Sea and Middle East regions to Central and Western Europe
• one of the two national major gas distribution company, concerning the unbundling and spin-off of the legal, operational, and decision-making functions of its natural gas activity
• France’s leading natural gas supplier, in its successful participation in an international tender to acquire one of the two Romanian natural gas distribution operators
• the specialized division of France’s leading natural gas supplier, in connection with the acquisition of Romanian operators in the gas storage industry
• one of the largest natural gas supply companies, in connection to regulatory issues such as the possibility to renegotiate concession agreements in the field of natural gas and also the implementation of gas storage concession agreements
• a major player in the aluminum production business, in connection with the drafting, negotiation and execution of long-term gas supply agreement for its production facilities in Romania;
• an international oil&gas company, in relation to the negotiation and drafting of a long term natural gas sales contract and the legal framework governing foreign investments and natural gas in Romania;
• one of the largest natural gas supply companies, in various complex matters, among which: the assessment of the fulfillment of post-privatization conditions, outsourcing, regulatory matters, public procurement, competition issues

Renewable Energy

Initially emerging as a rising-star, this sector faces challenges and constant changes to which we respond with a broad experience that assists clients develop their projects and assess of the related legal framework, including in relation to:

• acquisition or joint venture for establishing renewable energy projects, green field projects
• in-depth regulatory advice in relation to incentives schemes, permits, licenses/authorizations necessary for development, commissioning and operating, ensuring relevant rights over land areas for development and operation of renewable energy projects
• structuring and negotiating specific contracts: turn – key contracts, construction, PPA, maintenance and operation, equipment procurement
• interconnection permits and contracts
• accreditation procedure and aspects related to qualification of renewable sources, including high efficiency cogeneration

Examples of our work in renewable energy area include advice to:

• one of the leading European integrated energy group involved in the renewable energy generation, in relation to the possibility of challenging the changes to the green certificates support scheme imposed by the Romanian State, in the context of a blooming energy industry which was with forced to suspend and in some cases terminate some investments
• a US management fund, in the potential acquisition of a 300 MW wind project and its interconnection to the grid
• a major international turbines manufacturer, in connection with the negotiation of an EPC contract with its Romanian client
• a large German full-service project developer, in relation to the development of wind and solar energy projects in Romania and in relation to its joint venture established in cooperation with Romanian entrepreneurs
• a global full-range supplier of solid wood and wood-based material, one of the first electricity co-generation from wood biomass in Romania, in connection with the support schemes for renewable and high efficiency co-generation
• a global technological leader and project developer in the wind industry, in relation to their business in Romania (both regulatory and acquisition projects)
• a major Chinese investor, in a potential investment in two photovoltaic projects with a capacity of 50 MW, one ranging 7 MW and the other ranging 46 MW (the largest photovoltaic project in Romania)
• a Chinese investor, in connection with the negotiation and review of an EPC and an O&M contract relevant for a wind project to be developed in Romania
• a significant Finnish project developer in renewable energy, in relation to the potential acquisition of a wind-farm project in Romania
• one of the most significant worldwide companies acting in the field of electricity generation from bio-mass sources, in all legal aspects related to establishing a Romanian subsidiary and to the erection, development and operation of the first Romania’s bio-mass power generation plants, as well as in all other aspects related to the generation and trade of electricity

Natural Resources. Mining

Clients concerned with aspects of the value chain and the corporate affairs of mining companies, including regulatory aspects, projects, development work, financings, corporate/M&A, competition, tax, dispute resolution and environmental law, enjoy an integrated advice thanks to our breadth of knowledge in this sector. Our assistance covers:

• in-depth regulatory advice in relation to permits, licenses/authorizations necessary for carrying mining operations
• assistance in relation to the transfer of mining licenses
• drafting and negotiation of exploration and production mining licenses
• advice in connection with the development of mining infrastructure
• advice in connection with offtake arrangements
• mining environmental, safety and investigations

Examples of our work in natural resources sector include advice to:

• a company holding the concession over one of the most important gold mines in Romania, regarding regulatory issues in the mining field and various restructuring processes and their impact on the mining rights
• a Canadian mining company owned by an investment banking firm specialized in metals and mining sectors and a mineral exploration company activating in Eastern Europe and Asia, in relation to the privatization process of the most important Romanian copper mine, concentrating 60% of Romania’s copper reserves
• a major international mining group in connection with the acquisition of a mining license as well as the assets necessary for performing the related mining operations
• the largest gold producer in Russia, in connection with a transaction involving the sale of all shares of its Romanian subsidiaries and various regulatory matters in the mining field
• a world leader in building materials, in connection with the divestment of all its Romanian operations. The transaction was part of a restructuring operation that reshaped the global building materials market and had as final goal the cross-border merger between two giants active in the building materials industry
• a major German company, in relation to various matters connected to the acquisition of mining licenses and connected assets/permits as well as the implementation of a joint venture in relation to the extension, management and operation of its Romanian mining activities
• a world leader in building materials and a major player in cement, aggregates and concrete businesses, in connection with the disposal of its Romanian gypsum boards assets as part of a global transaction with an estimated value of EUR 1 billion ($1.4 billion) worldwide
• an Israeli company, in relation to the acquisition of participations in certain mining activities
• an important player from the Central Asia mining industry, in relation various matters regarding the Romanian mining legislation
• several major multinational companies in the natural resources, mining and metals processing industry, in relation to various matters, such as the legal status of mining activities carried out in Romania and the implementation of certain mining projects