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Energy M&A
Finance & investment
Maritime Energy Natural resources
Transport Real estate ICT
Corporate Finance Tax Dispute resolution
Employment Regulatory
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Milan Rome
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Contents
01 Integrated legal advice to the energy sector 04 Selected experience 06 Reputation 07 Our approach 08 Our offices
Integrated legal advice to the energy sector
01 INTEGRATED LEGAL ADVICE TO THE ENERGY SECTOR
Our energy practice delivers tailor‑made solutions using a combination of industry know‑how and long‑standing experience in all aspects of mergers and acquisitions, including related commercial, finance, tax and regulatory matters.
A full service law firm for energy projects Our international energy practice consists of over 70 lawyers combining in‑depth understanding of the energy markets with the technical expertise needed to help our clients find the right solutions quickly, devising creative solutions to challenges as they arise. Our clients include energy companies, renewables specialists, owners, operators, developers and contractors to energy suppliers, utility companies, governments, investment companies, funds and banks.
Sector specific advice We are known across the industry for providing commercial and pragmatic advice in relation to renewable energy, conventional power, cleantech and energy infrastructure transactions. Our team has extensive M&A experience within the energy sector in relation to buying and selling companies as well as portfolios and stakes in projects. This includes legal and tax acquisition and transaction structuring, due diligence (including permitting and regulatory issues) and transaction documents and negotiations. As a firm that has the energy sector as a core strategic focus, all of our legal disciplines – from planning/consent to financing – are provided in the context of deep market knowledge. This cradle‑to‑grave legal capability enhances our ability to provide quality energy M&A advice.
Watson, Farley & Williams Energy M&A
02 INTEGRATED LEGAL ADVICE TO THE ENERGY SECTOR
Key areas of focus Conventional power We act for a wide range of national and international investors, energy providers and industrial companies across nearly every category of conventional power generation. A “go to” firm for renewables Our market‑leading renewable energy practice is at the forefront of shaping the way transactions in this sector are structured. From advising on six out of the first nine OFTO transactions in the UK to being involved in the construction of the largest solar farm in Europe to date. Similarly, we have been involved in high profile projects for the construction of the first offshore wind farm in the US and in France. Our work in Germany is award‑winning. Cleantech The Cleantech industry is both maturing and growing rapidly. Our long‑standing experience in renewable energy and our expertise in strategic and private equity mid‑cap investments allow us to provide unique insight into Cleantech investments – from venture capital to strategic acquisitions. We also advise banks and specialist funds on the provision of growth capital and the financing of acquisitions in the Cleantech market.
Energy infrastructure One of the greatest challenges for the energy industry is the integration of new power production facilities into existing energy infrastructure in terms of both technology and capacity. We provide a multi‑disciplinary approach, focusing on: Transmission assets and storage facilities – including the acquisition and disposal of projects, production facilities and transmission assets, joint ventures, project and acquisition financing. Grid operations – such as grid connection and grid usage, feed‑in tariff and network charges and related tax law, power supply and purchase agreements, obtaining a grid connection confirmation.
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03 INTEGRATED LEGAL ADVICE TO THE ENERGY SECTOR
Our transactional work in the industry We have been working in the energy industry for many years, and have developed a keen understanding of the specific business needs of the sector and the key issues that can arise during an acquisition or disposal. Our work includes: Mergers and acquisitions – including legal and tax structuring, the acquisition and disposal of companies and joint ventures, acquisition finance, post‑acquisition integration issues and dispute resolution. Integrated corporate, finance and tax services – including day‑to‑day tax advice and tax planning, joint ventures, corporate finance, corporate housekeeping and corporate governance, project finance and development, asset finance and finance restructuring.
Energy law and regulatory advice including merger control, planning and environmental issues, construction/operation permitting proceedings, grid connection and tariff issues, procurement and subsidies (e.g. State aid), and cartel and antitrust laws. Our dedicated team focuses on the provision of bespoke legal and tax advice in relation to energy M&A, investment and financing transactions throughout the life cycle of an energy project, as described in the diagram below.
Watson, Farley & Williams Energy M&A
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04 SELECTED EXPERIENCE
Selected experience
DONG Energy
Advising DONG Energy on its sale to Scottish and Southern Energy plc of a 25.1% equity stake in the 376 MW Walney offshore wind farm and the follow‑on sell down of a 24.8% (£1bn) stake to funds PGGM/ Ampere Equity.
Wölbern Private Equity
Advising on the acquisition of a limited partnership interest in EnerTech, a US‑based energy fund investor, from a Bahranian bank as part of a bail‑out.
Greenfoster Pte Ltd
Advising Greenfoster Pte Ltd on corporate and licensing arrangements in connection with clean gas propulsion technology.
DONG Energy
Advising DONG Energy on Marubeni Corporationʹs purchase of a 49.9% stake in the 172 MW Gunfleet Sands offshore wind farm for a cash consideration of £200m. Also advising on related long‑term power purchase agreement.
Wölbern Private Equity
Advising Wölbern Private Equity on the acquisition of a participation in Triton Water AG in connection with a capital increase transaction.
Parcom Deutsche Private Equity
Advising Parcom on the sale of SSB Systems, a manufacturer of electrical steering and control systems for wind turbines and wind farms, to Emerson.
White Owl Capital
Advising on the acquisition of five solar farms in the regions of Lombardy and Emilia Romagna, Italy, from Gehrlicher Solar Italia S.r.L. The acquired solar farms have a total installed capacity of 10.4 MWp.
CEE Holding GmbH & Co. KGaA
Advising CEE on the acquisition of a minority interest in Inventux Technologies AG, a developer and manufacturer of thin layer solar modules.
Stadtwerke Lübeck
Advising Stadtwerke Lübeck on the acquisition of shares in a 20 MWp solar farm in Ronneburg, Thuringia, Germany. This is the largest investment of this type for this North German energy supplier to date.
Energenics
Advising Energenics on its acquisition of a stake in Oryxe (a Cleantech company) and its entering into a distributorship agreement with Oryxe Energy to purchase and distribute biodiesel fuel additives.
Private Equity Fund
Advising a private equity fund on the acquisition of a minority interest in a German manufacturer of thin layer solar modules.
Watson, Farley & Williams Energy M&A
05 SELECTED EXPERIENCE
KGAL GmbH & Co. KG
Advising on the acquisition of four wind farm portfolios in Germany and France with a total capacity of 77.2 MW, including the provision of cross‑border legal and tax advice on German, French and Spanish law.
EOS Holding SA
Advising EOS Holding on the acquisition of a German onshore wind farm portfolio with a total capacity of 91 MW.
Allianz Specialized Investments Limited
Advising Allianz Specialised Investment on the acquisition of the German onshore wind farm project “Quitzow!” which has a capacity of 24 MW from German developer Denker & Wulf AG.
DONG Energy
Advising on the acquisition of the Severn gas‑fired power station in South Wales and the engineering business Carron Engineering & Construction from Welsh Power Group.
Private Equity Fund
Advice on the acquisition of a tank storage facility and the structuring of a chemical industry park.
International Investor
Advising an international investor in connection with the acquisition of wood pellet‑fired power plants in Germany and the US.
Red Electrica
Advising Red Electrica on the acquisition of transmission assets from Endesa, Iberdrola, Unión Fenosa and Viesgo.
PNE WIND AG
Advising PNE Wind on the sale of ʺGode Windʺ I ‑ III, one of the largest offshore wind farm portfolios in Germany, to DONG Energy Wind Power A/S.
CEE Holding GmbH & Co. KGaA
Advising on the acquisition of two German PV Plants located in Halberstadt, Saxony‑Anhalt (18.2 MWp) and Eggersdorf, Brandenburg (20.3 MWp) from juwi Solar.
Altira Renewables Management GmbH
Consulting a fund advised by Altira in relation to the construction and acquisition of seven German solar farms with a total capacity of over 202 MWp and an investment volume of almost €440m.
Industrielle Werke Basel
Providing legal and tax advice to IWB in relation to the acquisition of the 42 MW Atrebatie wind farm project in the Pas‑de‑Calais region of France from developer OSTWIND International.
06 REPUTATION
Reputation
“This firm is widely acknowledged as a leader in renewables.”Chambers Europe 2012
“...an enviable knowledge of energy law...”Chambers Global 2013
“[WFW] has ‘a fantastic offshore practice’ as part of its well regarded, wider renewable energy practice...”Legal 500 EMEA 2013
“...highly qualified in offshore wind projects with lots of transactional experience; very proficient and hands‑on in this field.”Chambers Europe 2013
“The recommended team for energy has in the past few years made a name for itself, especially in the offshore market.”JUVE 2012/2013
“...deep knowledge of the sector and important track record.”Legal 500 EMEA 2013
“Sources agree that this firm ʹpunches above its weightʹ, especially when it comes to renewables work...”Chambers UK 2013
“[WFW] is ‘commercial and sound in its advisory work’, and demonstrates a ‘results‑orientated approach’...”Legal 500 Asia Pacific 2013
“...the teamʹs broad expertise in the renewables sector encompasses M&A and project development.”Chambers Europe 2013
Our approach
Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia and the USA.
We have the skills to manage a wide range of corporate and finance transactions, and disputes, and to provide our clients with the high quality advice they require. We have teams which are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders. We continually invest in developing our expertise and reputation in the sectors we know best: Finance & Investment, Maritime, Energy, Natural Resources, Transport, Real Estate and ICT. We establish candid, open relationships with our clients and take the time to understand their businesses. We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice.
Watson, Farley & Williams Energy M&A
07 OUR APPROACH
08 OUR OFFICES
Our offices
UK
London
15 Appold Street London EC2A 2HB
Tel: +44 20 7814 8000 Fax: +44 20 7814 8141
USA
New York
1133 Avenue of the Americas New York NY 10036
Tel: +1 212 922 2200 Fax: +1 212 922 1512
Germany
Hamburg
Jungfernstieg 51 20354 Hamburg
Tel: +49 40 800 084 0 Fax: +49 40 800 084 410
Munich
Gewürzmühlstraße 11 80538 Munich
Tel: +49 89 237086 0 Fax: +49 89 237086 222
Frankfurt
Ulmenstraße 37‑39 60325 Frankfurt am Main
Tel: +49 69 297 291 0 Fax: +49 69 770 75800
France
Paris
26, avenue des Champs‑Elysées 75008 Paris
Tel: +33 156 88 21 21 Fax: +33 156 88 21 20
Italy
Rome
Piazza Navona, 49 2nd Floor int 2/3 00186 Rome
Tel: +39 06 68 40 581 Fax: +39 06 68 89 2717
Milan
Piazza del Carmine 4 20121 Milan
Tel: +39 02 721 70 71 Fax: +39 02 721 70 720
09 OUR OFFICES
Spain
Madrid
Maria de Molina, 4 28006 Madrid
Tel: +34 91 515 6300 Fax: +34 91 563 1630
Greece
Athens
6th Floor, Building B, 348 Syngrou Avenue, Kallithea 176‐74, Athens
Tel: +30 21 0455 7300 Fax: +30 21 0459 4004
Singapore
Singapore
6 Battery Road #28‑00 Singapore 049909
Tel: +65 6532 5335 Fax: +65 6532 5454
Thailand
Bangkok
Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok 10330
Tel: +66 2 665 7800 Fax: +66 2 665 7888
China
Hong Kong
Units 1703‑1707 One Pacific Place 88 Queensway Hong Kong
Tel: +852 2168 6700 Fax: +852 2918 9777
100‑000‑2021 LON KW KW 02/12/2013
All references to ‘Watson, Farley & Williams’ and ‘the firm’ in this publication mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a ‘partner’ means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This publication is produced by Watson, Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson, Farley & Williams. This publication constitutes attorney advertising.
© Watson, Farley & Williams 2013
Watson, Farley & Williams Energy M&A