M&A deal in the renewable energy sector in Bulgaria


We advised the seller a foreign company on the sale of 4 hydro power plants located in several places in the country. The capacity of the hydro power plants is between 3-30MW. Our engagement included regulatory work and compliance with the Bulgarian Energy law and procedures before the Energy and Water Commission. During our work we observed and took into account specific requirements pursuant to energy sector legislation related to project financing on part of the buyer through assets of the target and the relevant approvals required by the national Energy and Water Commission.

A. We advised the client about the financing structure and proposals, time and procedures provided by the purchaser. The financing of the deal was a quite complicated matter due to the international character of the deal and the existing credits of the Bulgarian companies, subject to the acquisition.

B. Facilities agreement and clearance of the deal with completion requirements for the seller to provide a preliminary written consent of the financing bank for the M&A deal. One of the Bulgarian companies, part of the M&A deal, has been financed by an international bank. Pursuant to the credit agreement a preliminary written consent of the bank is required in the event of change of control. At first the matter was considered as a condition precedent but on a later stage and with our help the matter was reduced to a completion requirement on closing.

C. Negotiation on the securities pursuant the Facilities agreement and the relevant procedures to be undertaken by the client. We managed to negotiate with the prospective purchaser the obligation for provision of the completion requirements to be set as an obligation of the purchaser through the financing of the deal by the same bank who has provided the initial investment credit.

D. Negotiation on the Escrow account agreement to be executed between the lender, the escrow agent, the seller and the purchaser. Our team advised the client on all aspects of the escrow agreement from the conditions for deposit of the purchase price in the escrow account to the conditions for release from the escrow account of the purchase price to the seller.

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