Bird & Bird and K&L Gates respectively assisted ForVEI II and Origis Group in the cross-border acquisition of 35 photovoltaic plants in Italy and Slovakia

By Gabriella Ferraro

11-2019

Bird & Bird assisted ForVEI II in the acquisition of a portfolio of 35 photovoltaic plants located in Italy (34) and Slovakia (1). K&L Gates assisted the Origis Group, seller of these plants, in the transaction.

Bird & Bird acted alongside the buyer, a joint venture vehicle dedicated to investments in photovoltaics between Foresight and VEI Green and identified as "ForVEI II", on legal aspects, with an international and multi-disciplinary team led by partner Pierpaolo Mastromarini, head of the Italian Energy and Utility sector, assisted by counsel Maurizio Pinto and associate Vanessa Sebastianutti, from the corporate department.

Senior associate Daniele Pompei and associates Vincenzo Giorgio and Teresa Florio worked on all aspects of the financial documentation that was audited and amended by five banks (Deutsche Bank, Coöperatieve Rabobank U.A., Landesbank Baden-Württemberg, Intesa Sanpaolo and Slovenska sporiteľňa) and on due diligence aspects of the project documents and commercial contracts. Administrative law aspects were followed by partner Simone Cadeddu (head of Italian administrative law department), senior associates Jacopo Nardelli and Enrico Maria Curti and associate Ludovica Lozzi.

Bird & Bird's partner, Ivan Sagal (managing partner of the Slovak office), together with his team, assisted the client on corporate aspects with regard to the photovoltaic plant located in Slovakia.

K&L Gates assisted Origis Group as seller of the plants, with a team led by partner Paolo Zamberletti together with associates Francesco Peruffo and Martina Maggioni for corporate aspects, including those related to the vendor due diligence, the competitive auction launched for the sale and negotiations with ForVEI, and associate Francesco Seri for aspects related to financial documentation and counsel Chiara Toccagni for the aspects of administrative law.

Tax aspects of the transaction were respectively followed by Alessandro Marzorati of PWC for ForVei and by Pietro Gracis for Origis Group.

Both firms have also coordinated, each for its own competence, the aspects of Cypriot law relating to certain target companies within the scope of the acquisition in Cyprus.

Norton Rose Fulbright assisted some of the existing financing banks (Deutsche Bank, Coöperatieve Rabobank U.A. and Landesbank Baden-Württemberg) in the takeover documentation in relation to the change of control with partner Gennaro Mazzuoccolo and associate Francesco Bianco for Italian law aspects and partner Dirk Trauttman as well as associate Oliver Henningsmeier for German law aspects.

ForVEI's inhouse team worked on the transaction with a team coordinated, for Foresight, by Federico Giannandrea (Partner and Head of Foresight Southern Europe) and Simona Befani (Head Legal of Foresight Southern Europe) and, for VEI Green, by Enrico Orsenigo (CEO) and Giuseppe Pizzuto (Head of Legal).

As a result of the acquisition, ForVEI II's photovoltaic portfolio in Italy to date includes 43 assets, with a total capacity of approx. 50 MW. The photovoltaic plants acquired in Italy are located in Abruzzo, Veneto, Puglia, Marche, Campania and Sicily and became operational between 2009 and 2011.

Greentech's consultants, Enrico Zini and Francesco Mazzanti, also assisted Origis Group as M&A/financial advisors.

The Notary Filippo Laurini of Studio rlcd Notai of Milan assisted the parties in the completion of the acquisition of Italian vehicles.