CMS has advised Nala Renewables (Nala), a global power and renewable energy investment platform and independent power producer, on the acquisition of a 99.2 MW onshore wind project from OX2, one of Europe's leading developers of renewable energy sources.

The project is located in eastern Romania and is expected to start construction during the third quarter of 2024. The deal includes a 12-year VPPA (Virtual Power Purchase Agreement) with a multinational corporate offtaker and has been structured as a complex transaction covering transfer of shares agreement, construction assets transfer agreement (whereby OX2 will continue to be engaged throughout the construction stage and act as interface with the key suppliers, i.e. TSA, BoP contractors) and specific industry contracts (turbine supply agreement, services availability agreement, balance of plant contracts).

Nala Renewables is a 50/50 joint venture between Trafigura and IFM Net Zero Infrastructure Fund that focuses on building and investing in green energy infrastructure. The CEE region is one of Nala’s key focus markets where Nala has a 1.5 GW+ portfolio of renewable energy projects.

CMS has advised Nala throughout the entire transaction process, from the initial stages of the project (legal due diligence) through to signing, financing and closing. The CMS teams have provided advice and support in relation to the due diligence process, transaction structuring, drafting, revise and negotiating the shares sale purchase agreements and ancillary documents, drafting and negotiating the full package of construction contracts and related asset transfer agreements, assistance in respect to energy regulatory matters, assistance in relation to environmental related issues, as well as in relation to setting the transaction framework of site specific interface issues,  assistance with obtaining the necessary regulatory clearance, as well as signing and closing proceedings.

CMS has been also advising on the project financing and continues to support Nala for post-closing actions and first drawn under the financing facility.

Varinia Radu, head of the Energy and Climate Change Romania and deputy head of CEE EPC says: “We are delighted to have strengthened our relationship with Nala in Romania and to have assisted on this transaction. This deal is ground-breaking in Romania in terms of the structure to buy an asset at COD. It has also brought a wide variety of legal matters from permitting, licensing, off-take to all the construction related agreement, corporate, FDI and finance arrangements. Our joint Bucharest and London teams have worked together closely to provide specialised advice on both Romanian and English law aspects of the transaction, and we are grateful to our client for the opportunity to contribute to the success of this deal”. 

Ramona Dulamea, Energy Counsel of CMS Romania, adds: “The Romanian wind energy sector continues to see remarkable growth thanks to the country’s significant wind potential. Working closely with other practices and calling on our expertise of the sector, we were able to support Nala on all the unique aspects of the transaction.”

The CMS multidisciplinary team was led by Ramona Dulamea (Energy), under the supervision of Varinia Radu (Energy), having on board Catalin Vasile (Corporate and M&A); Alexandru Trandafir (Real Estate) as core team and an extended team including Raluca Diaconeasa and Madalina Constantinescu (Energy); Edwina Udrescu (Bucharest) and Toby Commander (London) (EPC); Ana Radnev (Finance); Claudia Nagy (FDI). The wider team also included lawyers from finance, corporate, environmental and tax departments. The team was supported by London Partners Paul Smith on EPC and Partner Jonathan Dames on Finance. 

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About CMS

Founded in 1999, CMS is an international organisation of independent law firms that offers full-service legal and tax advice. With 84 offices in over 45 countries across the world and more than 5,800 lawyers, CMS has long-standing expertise both in advising in its local jurisdictions and across borders. From major multinationals and mid-caps to enterprising start-ups, CMS provides the technical rigour, strategic excellence and long-term partnership to keep each client ahead in its chosen markets.

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