Energy & Natural Resources

Practice Highlights. A selection of our deal highlights includes advising:

• Wellbore Integrity Solutions, in connection with a USD 400,000,000 worldwide transaction (in over 25 jurisdictions), involving Wellbore Integrity Solutions LLC, Rhône Capital, and Schlumberger, with respect to the latter’s business related to drilling, cables for pipeline works, equipment and accessories rentals and Recovery and Repair services for drilling, operations and abandonment in the oil services industry. Our mandate involved an extensive due diligence, structuring and implementation of the transaction at local level, authorizations and registration, transfer of employees, transfer of assets and key commercial contracts, including the transfer of the Recovery and Repair activities / DRILCO.
• Solar Turbines Europe S.A., a member of the Caterpillar group, producing industrial equipment, in connection with the EUR 38,000,000 contract for the development of a 120 km natural gas pipeline between Romania and Moldova (the Moldova Project). We provided legal assistance to the Client in connection with its activities on the Romanian market, including regarding Client’s relationship with the National Gas Transmission Company Transgaz S.A. Mediaș.
• Sterling Resources Ltd., a worldwide company engaged in the exploration, development and production of crude oil and natural gas in selected areas of the world, on signing a sale-purchase agreement with ExxonMobil Exploration, Production Romania Limited and OMV Petrom S.A. for the sale of its 65% interest in the deep water area of Block 15 Midia in the Romanian Black Sea. We also advised the client on regulatory and permitting issues related to drilling contracts and seismic data acquisition programs, as well as on the acquisition of surface rights and permits for the gas pipeline for certain off-shore discoveries and on-shore gas processing facilities.
• The Ministry of Economy in connection with the sale of 10% of the share capital in Nuclearelectrica (the Romanian national nuclear power producer) on the Bucharest Stock Exchange. We acted as lead local counsel during all stages of the sale process, including the drafting of the legal due diligence report and the offering prospectus, as well as the provision of ECM regulatory support throughout the offering process. The sale was successfully closed with a transaction value in excess of EUR 70,000,000.
• Enel S.p.A., a leading European utility company, on the EUR 820,000,000 successful acquisition of Electrica Muntenia Sud, the largest electricity distribution company in Romania, including the preparation of the position papers, binding offer and final binding offer, as well as negotiation of the transaction documents.
• Electrica S.A., in connection with its initial public sale offering of 105% and its admission to trading on the Bucharest Stock Exchange. Our mandate covered conducting an extensive due-diligence exercise on the target, drafting the prospectus and assisting the underwriters throughout the IPO and listing process. A particularity of the project was the issuance of GDRs on newly issued shares. The issuance has been successfully listed on the Bucharest Stock Exchange and GDRs are listed and traded on the London Stock Exchange (transaction value: EUR 440,000,000).
• The Romanian Government (the Ministry of Economy and Finance), on drafting and implementing the strategy for restructuring the EUR 1,200,000,000 debts of Termoelectrica S.A., (one of the largest State-owned electricity producers). Our legal work included an extensive due diligence on the target, as well as in-depth analysis of the regulatory-related matters, drafting the bills of law necessary to implement the prepared strategy and getting securing clearance from the Competition Council and the European Commission (DG Comp.) in connection thereto.
• The Ministry of Economy and the Office for State Ownership and Privatization In Industry (OPSPI), in connection with the sale, by the Romanian State, of 15% of the shares held in Transgaz (the National Gas Transmission Company). The firm has been assisting the Romanian State throughout the process, including structuring and implementing the sale process, which was successfully closed with a transaction value of EUR 72,000,000.
• Rompetrol Group N.V., one of the largest gas and refining businesses in Romania, in connection with the EUR 90,000,000 acquisition of the remaining free float of Rompetrol Rafinare S.A. (one of the most successful mandatory public offering ever conducted on the Bucharest Stock Exchange to date), as well as providing legal advice in all matters pertaining to the mandatory public offering of Rompetrol Well Services S.A.
• Enel Distribuzione S.p.A., on the successful EUR 112,000,000 acquisition of two subsidiaries of Electrica S.A. – Electrica Banat S.A. and Electrica Dobrogea S.A., in all stages of the process.
• Sterling Resources Ltd. Canada (TSX-V: SLG), in relation to the sale of its entire Romanian oil business to Carlyle International Energy Partners, an affiliate of the global alternative asset manager, The Carlyle Group (NASDAQ: CG).
• The Shah Deniz consortium, led by British Petroleum, regarding the regulatory, permitting and tax analysis of the development of the Nabucco West gas pipeline. Our legal work included drafting an overview of the entire relevant regulatory framework in Romania, including a description of the centralized gas market trading mechanism and advising the client with respect to the entire range of licensing, energy, and environmental matters pertaining to the project.
• GDF Suez, with respect to the acquisition, development and construction of a wind power plant in Romania with an installed capacity of 50 MW, including aspects related to structuring and negotiating the acquisition of relevant equipment, sale-purchase agreements, EPC and O&M contracts.
• Engie Romania, Romanian branch of Engie (previously named GDF Suez), a global player in the area of electrical energy and utilities operator from key areas of electrical energy and natural gases, in connection to restructuring the portfolio of sale-purchase agreements of electrical energy and green certificates, in view of optimizing them.
• OZ Mineral Limited, a leading Australian-based mining company with a focus on copper, in connection with its EUR 200,000,000 offer for the acquisition of Cuprumin S.A., company which holds the rights to mine the largest copper deposit in Romania, accounting for approximately 60% of the total national copper reserves.
• A major Canadian mining group, in relation to the exploration and exploitation of a large mining site in Romania, including advising on the legal management of the company’s mining rights (mining exploration and exploitation licenses issued by the National Agency for Mineral Resources), on all environment-related legal matters arising from the project, including permitting and past pollution issues and the most extensive Environmental Impact Assessment process ever performed in Romania. The firm has also been involved in providing legal assistance with respect to the local community resettlement plan, permitting, environment, corporate, labor and litigation matters.
• Enel Green Power, during the full-scope acquisition of a green energy project in the field of wind generation, Sălbatica 2, with an installed capacity of 72 MW.
• One of the leading Spanish photovoltaic providers, on the acquisition of two solar power plants in Romania, with an installed capacity of 130 MW, the total value of the project exceeding EUR 200,000,000.

Other representative mandates of our Energy & Natural Resources practice includes advising:

• Engie Energy Management, a company of Engie Group, on legal requirements for the sale and purchase of gas on the bilateral market, in line with market transparency rules in Romania. Our advice covered trading in natural gas, import and export requirements, drafting the required documentation, notifying the competent Romanian authorities and generally assisting the client in all matters related to the authority of regulation in the field of natural resources.
• Bn Solar Park S.R.L. / Ges-Green Energy Specialists S.R.L., two Romanian renewable energy producers, in connection with the performance of certain long-term green certificates SPAs entered into with natural gas market leader, Renovatio Trading. Our team advised on multiple regulatory issues stemming from the changes to the support scheme for renewable energy production, after the conclusion of contracts.
• Formin S.A., a Romanian company with a 60-year tradition in the field of prospecting, geology and drilling services, in the implementation of a mining project which involves prospecting and exploitation of the sapropel sludge used for therapeutic purposes. The advice included regulatory and compliance matters, mining licenses, as well as identification of concession and partnership structures with the Municipality of Techirghiol and the local health and recovery sanatorium operating under the supervision of the Ministry of Health.
• Omya Calcita, a world-leading manufacturer in the industry of industrial minerals, in connection with the acquisition of Stera Chemicals S.R.L., one of the most important players on the Romanian market active in the industry of import and distribution of raw materials for the food and chemical industry. Our team was involved in all the stages of the acquisition, including the due diligence report, the negotiation and preparation of the transaction documents, the notification of the Romanian competent authorities and all regulatory aspects.
• CCCC Tianjin Dredging Co., Ltd. Overseas Business Division, a subsidiary of China Communications Construction Company Limited (one of the largest construction companies in the People’s Republic of China), during the award organized by the National Administration “Romanian Waters” – Dobrogea Coast regarding the project “Design and implementation of coastal protection works to reduce coastal erosion”. The project is considered to be one of the most important projects carried out in Romania in recent years, having a significant impact on the various areas, including natural and environmental resources. We have provided assistance to the Client on various contractual matters, as well as on compliance issues regarding the procedures and steps to be followed in relation with the Romanian competent authorities at the local level (National Agency for Mineral Resources, Environmental Protection Agency, Ministry of Culture) in order to obtain the necessary permits for mining and environmental protection purposes, for the implementation of the project (mandate value: EUR 150 million).
• Repower Furnizare Romania, in connection with the contesting of the changes made by the Romanian Energy Regulatory Authority to the regulatory framework that sets out the key rules and operating principles applicable to electricity transactions on the centralized gas market in Romania.
• Kraftanlagen Romania, in connection with a framework agreement for general surface and transport services, basic and extended engineering, technical assistance, supervision and training services for a oil processing plant, concluded by the client with an Iranian entity.
• Sutech S.R.L., a company active on the compressor stations construction market in Romania, regarding various contractual and public procurement aspects, as well as regulatory aspects regarding the project “Strengthening the transport system in Romania, between Oneşti-Isaccea and reversing the flow to Isaccea”, started by the Romanian Transport Company for Natural Gas Transgaz S.A. Mediaş. The project is on the European Union list of projects of common interest, adopted by Regulation (EU) 2018/540 of November 23, 2017 (mandate value: EUR 56 million).
• Ben Ari Negev Industrial, in the process of renewing the environmental authorization for the exploitation area from the “Valea lui Aric Quarry – Drumul Iazului Valley – Tefic’s Hill” and obtaining a new environmental authorization for a wider exploitation area, considering the peculiarities of the protected natural areas part of the European ecological network “Natura 2000” and the lack of an agreed management and regulation plan for the site “Natura 2000” which overlaps with the location where the Quarry is. Our team has been involved in all the pre-authorization stages, including the preparation of the analysis and reports based on extensive research on the existence of habitats of community interest and of the priority habitats existing in protected natural areas. Our team assisted / represented the Client in the relationship with the environmental authorities during the discussions on specific issues regarding aspects of compliance with the regulations.
• China Gezhouba Group Company (CGGC), in connection with the public tender organized by the Romanian State, for the construction and operation of the Tarnița-Lăpuștești reverse pumped hydro power plant, including legal assistance for preparing the documents for participating in the public tender, as well as in the negotiations with the contracting Authority.
• Electrica Furnizare S.A., the most important electricity supplier in Romania, regarding the assessment of the possible regulatory risks arising in connection with the conclusion of certain contracts for the sale and purchase of electricity and contracts for the sale of green certificates with companies in the EDP Renewable group.
• Nereo Green Capital, a leading European investment company specialized in the renewable sector, regarding the sale of a wind power plant developed in Romania, with a total installed capacity of 400 MW, involving structuring the transaction and negotiations with Goldwind and CEE Fund, two top Chinese and Polish based players in the energy sector.
• Electromagnetica, a company that trades electricity and has a tradition and reputation in Romania in the field of electronic equipment production, in connection with appealing the fines applied by the Romanian Competition Council for allegedly engaging in an anticompetitive agreement for the sale and purchase of electricity with Hidroelectrica, the largest electricity producer in Romania.
• GDF Suez Energy Romania S.A., the Romanian subsidiary of GDF Suez, the global energy player and utilities operator in the key sectors of electricity and natural gas, in connection with the renegotiation and termination of a long term gas supply contract entered with one of the leading international producers and suppliers of oil & gas.
• Midia Resources S.R.L. (the Romanian subsidiary of the Canadian Sterling Resources Ltd.), in connection with the transfer of a 40% interest in the offshore Block EX-27 Muridava (Black Sea) to its co-venturer Petroceltic Romania B.V., a wholly-owned subsidiary of Petroceltic Resources Plc. As part of the same transaction Beach Petroleum S.R.L. also transferred its 30 percent interest in Block EX-28 Est Cobalcescu to Petroceltic Romania B.V. Simultaneously, Petroceltic has sold the entire share capital of Petroceltic Romania B.V. to GVC Investment B.V., a private limited company.
• Petrofac Facilities Management Ltd., a leading international provider of facilities solutions to the oil & gas production and processing industry, in connection with the structuring and negotiation of the exit from its Romanian operations and the production enhancement contract concluded in 2010 with OMV Petrom for the re-development of nine mature oilfields in Romania.
• Elpro GmbH, a leading German company, engaged in areas of automatization and engineering for the extractive industry and electrical energy, in relation to a vast project for the development of a copper processing and extraction unit in Romania.
• Enel Green Power, in connection with the acquisition of five photovoltaic renewable energy projects and one hydropower plant. Legal work included undertaking a full legal due diligence exercise on the projects’ assets and permits, negotiating the structure of the transaction, as well as preparing and negotiating all requisite transaction documents.
• State Department of Energy and Hunedoara Energy Complex as part of a consortium, in relation to the increase of social capital of an important Romanian state- owned energy producer, by the issuance of new shares and the sale of 51% to a foreign investor.
• The consortium made up of Swiss Capital S.A. and BRD – Groupe Société Générale, in relation to the initial public offer for the sale of 12%- 15.29% of the social capital of Oltenia Energy Complex (one of the most important state-owned power producers from conventional sources of energy), which shall be conducted on the Bucharest Stock Exchange.
• Enel Trade Romania, in connection with the negotiation of various green certificates purchase agreements to be concluded with renewable power producers.
• China Development Bank, in connection with financing two photovoltaic parks with an overall capacity of over 50 MW, including an extensive due diligence on the company developing the photovoltaic projects and legal assistance throughout the financing process.
• The Ministry of Economy, as part of an international consortium, in connection with the selection of investors for the construction of Tarnița-Lăpuștești Hydropower Plant, a green field hydroelectric pumped-storage project, with a forecasted installed capacity of 1,000 MW which is estimated to require a considerable investment exceeding EUR 1,300,000,000.
• Eviva Nalbant and Eviva Hidro, subsidiaries of Martifer, in connection with the implementation and operation of a wind power plant and the refurbishment of micro hydro power plants.
• Transocean, the largest offshore drilling contractor in the world, in relation to its prospective drilling operations in the Romanian exclusive economic zone of the Black Sea, on customs proceedings for the rig to be used for drilling operations in the Black Sea, as well as permitting matters related to the project.
• Enel, on the acquisition of several energy companies owned by the Romanian State, among which an 800 MW hard coal facility located in Brăila, raising investments in excess of EUR 1,000,000,000.
• The National Agency for Mineral Resources of Romania (ANRM), the national body regulating natural resources, on various natural resources and mining regulatory matters.
• The Romanian Regulatory Authority in the gas sector (ANRGN) – as lead legal counsel in connection with drafting and developing the secondary legislation in the gas market, aimed at achieving, inter alia, full liberalization and unbundling of the national gas market.
• An important Spanish developer of renewable energy projects, with respect to the development and sale of a wind farm with an installed capacity of approximately 250 MW, located in Dobrogea.
• One of the top Epc services providers in the energy sector in completing the sale of a minority stake through an outright sale, combined with a share capital increase, with a total value of EUR 70,000,000.
• Barrick Gold Corporation, the world’s largest gold producer, in relation to the potential implementation and development of a mining project in Romania.
• Empire Mining Corporation, member of the Hamilton Resource Group, in connection with all legal matters applicable to the proposed acquisition of a privately held mineral exploration company developing projects in Romania and Turkey.
• Enel S.p.A., in relation to structuring and implementing one of the biggest PPP projects in the energy sector, via the development of Units 3 and 4 of Cernavoda NPP in a EUR 4,000,000,000 proposed joint venture with Nuclearelectrica S.A. and other main players in the European utilities sector.
• PPF Partners, in connection with the acquisition of one of the main local private gas distributors and suppliers, Gaz Sud S.A., in a complex transaction valued at EUR 50,000,000.
• Enel S.p.A., in connection with the acquisition of Blue Line for the purpose of implementing and operating a wind farm of up to 200 MW.
• Infusion, a major Portuguese renewable energy company, in connection with the implementation of a large-scale wind power project in Romania, with an aggregate generation power of 750 MW.
• Martifer, in connection with the implementation and operation of a wind power plant of up to 40 MW, including a due diligence report and advising on regulatory and permitting issues.
• Re Power A.G., an international electricity company, with respect to the acquisition of 80 percent of the shares in Elcomex EN, an important local private energy trader, focusing on selling electricity to commercial consumers in the SME segment.
• Vale (former Companhia Vale di Rio Doce), a world leader in the iron ore market and a global mining company, in connection with its trade operations through Constanța seaport.
• Halliburton, in connection with its prospective transactions on certain business opportunities in the Romanian oil & gas industry.
• Electrocentrale București S.A., one of the largest electricity producers, on the project regarding the modernization and development of several co-generation heating plants through joint ventures with private investors and the extension project of CET București Vest, by new cogeneration capacities.
• Union Fenosa Internacional S.A., part of the Union Fenosa S.A. group, in connection with the regulatory issues, tariffs, public property and concession regulations during the due diligence and negotiations for the privatization of two electricity distribution and supply companies, Electrica Oltenia S.A. and Electrica Moldova S.A.
• Enel S.p.A., in connection with regulatory issues, tariffs, public property and concession regulations during the privatization process of two gas distribution companies, Distrigaz Sud S.A. and Distrigaz Nord S.A.
• Sagacarbon S.A., a subsidiary of Caisse des Dépôts et Consignations France, in relation to the implementation of the first transactions in Romania under the European Union Emissions Trading Scheme concerning greenhouse gas emission allowances for 2008-2012, including advice on relevant national and EU legislation in connection with the EU-ETS trading scheme.
• Energie Verde, a fast-growing local player active in the renewable energy sector, in relation to the financing scheme for the EUR 50,000,000 joint venture with a large utilities company, aimed at developing a green energy project.
• National Oil Company Petrom S.A., in connection with various legal matters regarding its activities of exploration, drilling, refinery, transportation, and distribution of oil and gas, as well as negotiations for the establishment of joint ventures with foreign investors in related fields of activity, including advice on debt liability exposure and international sales contracts.
• The Ministry of Economy and Commerce, in relation to restructuring Petrotrans S.A. (the leading State-owned company in the oil products transport sector) as a first step toward privatization with a strategic investor.
• Occidental Oil and Gas Corporation (U.S.), one of the largest independent oil and gas producers in the world, for providing legal assistance in relation to a potential joint-venture with Petrom S.A., advising on regulatory issues, tariffs, public property and concession regulations.
• Shell, in connection with the implementation of the oil agreement concluded between Royal Dutch Shell, Shell Exploration Romania and the Romanian Government, including drafting the necessary transaction documentation for the concession of certain oil resource blocks, negotiating and obtaining all necessary licenses, authorizations, approvals and permits from the National Agency for Mineral Resources, the Romanian Ministry of Finance, the National Bank of Romania and conducting an environmental audit.
• The Romanian Government, in connection with the review of the laws related to public ownership over oil & gas properties.
• Petromidia S.A., one of the leading oil refineries in Romania, and various oil equipment suppliers, on corporate and business matters, including drafting and negotiating various oil processing agreements.