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World’s first green hydrogen power plant

Overview

We advised the lenders in the €170m financing of the world’s first baseload renewable energy power plant using hydrogen technology.

The CEOG Project in French Guiana combines a photovoltaic plant and mass storage of energy through a hydrogen chain and will provide supply for the equivalent of 10,000 homes in Guiana 24 hours a day. CEOG will only use solar energy and water, and produce electricity and steam, therefore avoiding greenhouse gases, noise and particles.

Challenges & Solutions

The CEOG Project was structured as a complex hybrid financing comprising long term senior debt, an equity bridge loan, a tax credit bridge loan and a debt service credit facility, supported by commercial and institutional lenders with different issues to reconcile during the negotiation process.

It is the first project of its kind in the hydrogen sector, and it was a significant challenge to structure it in a bankable manner. Our team was also involved in the structuring of the power purchase agreement with EDF and the project documents (EPC and O&M) with Siemens which were heavily negotiated to meet lenders’ bankability requirements.

We also advised the lenders on all regulatory aspects of the transaction, including the absence of state aid specific issues.
The Linklaters team’s outstanding technical skills, its deep knowledge of the sector and the cultural environment of the region, its strong spirit of innovation and its-desire to develop pioneering projects in the hydrogen sector helped us to get this project over the finish line for our clients.

 

Small modular nuclear reactors

Overview

We advised an investor on its investment into Rolls-Royce SMR Limited, a special purpose vehicle established by Rolls-Royce for the development of a proprietary small modular nuclear reactor (SMR) business.

The SMR business is being established to deliver at scale the next generation of low cost, low carbon, safe nuclear power technology using factory-built modularisation solutions.

SMRs can support on-grid electricity and a range of off-grid clean energy solutions, enabling the decarbonisation of industrial processes and the production of clean fuels, such as sustainable aviation fuels and green hydrogen.

Nuclear is increasingly viewed by governments as key to achieving net zero.  SMRs are a core part of the UK government's green energy transition plan and it has committed £210m of grant funding to the project.

Challenges & Solutions

Linklaters supported this first-of-a-kind project which presents opportunities and challenges including:

  • the early-stage technology is based on proven nuclear technology and is being developed and deployed in a pioneering way, with global scalability potential;
  • its potential to become one of the UK’s leading global exports; and
  • while there is Governmental support for this project, there will be a need to ensure governmental authorities, regulators and the public are brought on the journey and any concerns are addressed.

Linklaters was once again able to help the client to navigate these complexities and to secure their part in this ambitious project.

Europe’s first gigafactory 

Overview

Northvolt is Europe’s first gigafactory - located in Northern Sweden, it will manufacture lithium-ion battery cells and related infrastructure.

We advised Goldman Sachs Merchant Banking Division, the lead financial investor on the USD1bn+ equity investment into Northvolt AB. and in connection with Northvolt AB’s subsequent US$ 600m and US$2.75bn equity investment rounds.

Challenges & Solutions 

The Northvolt transaction had a number of challenging and unique features, including: 

  • a complex equity investment in what was, essentially, a “start-up” company; 
  • the project financing of a manufacturing facility (for which there are few precedents in the market); 
  • a nascent industry (large-scale battery and EV infrastructure manufacturing) with highly complicated supply chain and construction arrangements; and 
  • a new and evolving offtake environment. 

The project also needed to balance governmental/required policy demands and structures with private sector requirements.

Our ability to steer the client through these complexities and novelties shows how our commercial, technically excellent advice drawn from a range of different practice areas enables us to navigate unchartered territory.

Europe’s first greenfield financing of EV charging stations 

Overview

Allego is a leader in Europe in the development of networks of charging stations for electric vehicles.

In 2020 we advised Société Générale and Kommunalkredit Austria AG as mandated lead arrangers and initial lenders on an innovative debt financing arrangement of up to €150m made available to the Allego group. This was the first-of-a-kind financing in an infrastructure asset class of the future  and was awarded the most innovative deal of the year in 2020 by IJ Global.

For the last 5 years we have advised Allego and infrastructure investor Meridiam, helping them expand across Europe.  We continue to advise them as they grow in Central and Eastern Europe.  A recent example is advising Meridiam on the structuring and financing of a joint-venture between Allego France and Carrefour on the construction and operation of EV charging stations in Carrefour parking lots in France.

Challenges & Solutions 

The Allego - Carrefour transaction had a number of challenging features, including: 

  • complexities in securing bank financing because EV infrastructure is a nascent industry where the lenders bear the traffic/commercial risk and corporate risk on the Energy Procurement and Construction (EPC) contractor and Operation and Maintenance (O&M) contractor who are new players; and
  • protection for the lenders in terms of termination indemnities was mostly organised and documented through the lease agreement secured with the owner of the parking lots.

With our past experience with the Allego group and growing involvement in the EV mobility sector advising industrial sponsors, financial investors and banks, we were able to work closely with Meridiam on all aspects of the transaction (tax, real estate, project and financing) drafting the tailor-made documentation from scratch to meet the specificities of this new market.

Saudi gigacity

Overview

We are advising one of the Saudi gigacities on a range of ground-breaking projects from the first selective desalination plant in Saudi Arabia to the establishment of the digital infrastructure critical to this ambitious tech-enabled city-state. 

The desalination plant will be entirely powered by renewable solar and wind, and it will be the first utility-scale, zero-liquid discharge system globally.  Market commentators anticipate this technology will mark a turning point for the desalination industry.

Data will form a key component and enabler of the client’s pioneering objectives for this project, so appropriate build-out of connected digital infrastructure is critical.

The digital infrastructure includes the procurement of significant satellite capacity and connectivity, the arrangements for its first hyperscale data centres, and a variety of commercial/procurement arrangements including a complex systems integration solution for vendor contracting and project logistics. 

Our role

We are advising our client as procurer and offtaker for the project. In the context of an entirely greenfield environment where the client is focused on delivery of a world class first-of-its-kind, sustainable and technology enabled project, we have drawn on global expertise across the firm including construction, project development, financing, ESG, technology and telecoms and of course using our local lawyers on the ground in Riyadh.

Linklaters is excited to be part of this project as it requires us to work with the client in anticipating trends and use cases in a fast-moving environment, in order to build out infrastructure which can serve the ambitious and forward-thinking aims of the client, and be fit for future purposes.

A digital infrastructure pioneer

Overview

Mobile connectivity is a key enabler for a low carbon society and digitisation is a driving force towards EU climate neutrality in 2050.

We advised Vodafone on the establishment and IPO of its European network infrastructure business – Vantage Towers –an industry leader in delivering mobile connectivity in a sustainable way.  Within a year of its establishment, it had met is first major green milestone of ensuring that 100% of the power  it uses is obtained from renewable sources including solar, wind and hydro.

Vantage optimises the construction, space usage, power consumption and maintenance resources required for mobile operators to provide connectivity to their customers.  Creating shared infrastructure and support services across multiple operators, reduces operators’ costs and their environmental impact.

Challenges & Solution 

Vantage is addressing many of the environmental challenges that the telecoms industry faces:

  • reducing power consumption – using a variety of techniques, including: consolidating duplicative infrastructure, installing solar panels and turbines on their towers, and using free air-based cooling structures and smart consumption technologies; 
  • reducing maintenance effort – co-locating multiple operators’ equipment at shared sites and use of remote site monitoring technologies;
  • sustainable construction – experimenting with more sustainable construction materials and techniques and aiming to reuse, recycle or resell 100% of its used network equipment by 2025 and   
  • complex regulatory framework – operating in 10 markets with widely divergent rules on the development and operation of telecoms infrastructure, we have helped Vantage develop robust operating procedures that navigate regulatory complexities in areas such planning, energy resale, subleasing, equality of network access and EMF restrictions.  

One of the world’s largest dissolving wood pulp factories 

Overview

We advised LD Celulose S.A., a joint venture company between the Austrian company Lenzing and the Brazilian company Dexco, on the structuring, financing and development of one of the world’s largest and greenest dissolving wood pulp factories in Brazil and the installation of a cogeneration power plant with a capacity of 144 MW of clean energy.

Dissolving wood pulp is the main raw material used to produce wood-based textile fibres, a biodegradable and more environmentally friendly fibre alternative. End-products include textiles and hygiene products (eg sanitary wipes).

The dissolving wood pulp factory will use clean forestry and clean energy throughout its sourcing and production processes.

The sustainable forestry component of the project – which was key to structuring a bankable project –  will involve planting and re-planting forestry each day of the life of the project.

Challenges & Solutions

Linklaters supported LD Celulose S.A. in successfully navigating this ambitious project which had a number of challenging and unique features, including: 

  • the structuring of a US$1bn joint venture agreement to create the project company LD Celulose S.A.; 
  • the US$1.8bn structuring and financing of the project with a number of development banks, including a green energy loan from commercial banks backed by the Finnish export credit agency Finnvera; and
  • closing of the financing and commencement of construction of the project during the COVID-19 pandemic.

Data Strategy 

Overview 

Unlocking and analysing the data within organisations is critical to developing and deploying technologies to enable businesses to transition to net zero technology.

We have advised companies on all aspects of their data governance strategies, and on strategic M&A involving key data assets. Recent examples include advising:

  • one of the Big 4 accounting firms on navigating data sharing restrictions in  100+ countries  to allow it to increase its adoption of cloud-based services significantly,  and thereby reduce its requirements for on-premise infrastructure and its energy consumption;
  • a global data centre operator on the implementation of new building management systems  in its data centres  to manage temperature control, energy demand and maintenance processes more effectively; and
  • a major bank on the outsourcing of its facilities management operations, including introducing enhanced environmental management processes, energy reduction targets, and more comprehensive management dashboards to assess performance.
Challenges & Solutions

Linklaters has helped many clients navigate a myriad of risks to leverage data successfully:

  • understanding the value of the data, what the legal, commercial, regulatory and ethical challenges are, and how to explain these to business partners, regulators and individuals across different continents; 
  • assisting clients with a compliance strategy that navigates an increasingly complex matrix of laws across the globe including data protection and localisation, professional secrecy, cyber security, AI regulations and data-specific rules issued by competition and communications regulators;  and   
  • supporting clients with the implementation of sophisticated analysis and AI on data that often involves intense scrutiny from a number of regulators, and claims from individuals.

Listing of an agri-tech company

Overview

Argentine-based agri-tech company Bioceres is a fully-integrated provider of crop productivity technologies designed to enable the transition of agriculture towards carbon neutrality. Bioceres has a unique biotech platform with high-impact, licensed and patented technologies.

In 2018, we advised Bioceres on the US$310m business combination with a special purpose acquisition company (SPAC) listed on the NYSE.  In exchange for the Bioceres assets,  Bioceres received a controlling stake in the SPAC, which subsequently changed its name to Bioceres Crop Solutions Corp. Since then, Bioceres has grown significantly and developed several new technologies.

We have advised Bioceres on corporate and finance transactions, capital raises, SEC reporting and other transactional matters, including the strategic acquisition of the remaining ownership interest in joint venture Verdeca LLC,  the successful public tender offer to retire all of Bioceres’ outstanding warrants and Bioceres’ migration to the Nasdaq.

Challenges & Solutions

The Linklaters team in the Americas has worked closely with this high-growth tech company, helping them navigate a challenging path to listing in the U.S. and future expansion:

  • preparing to go public in the U.S., we helped Bioceres secure private debt financing and equity investments, and with the acquisition of Rizobacter, a regional leader in crop nutrition; and
  • being labelled as an Argentine company has presented challenges, especially for international investors. We have helped Bioceres to diversify its operations into the U.S. and Europe through acquisitions, joint ventures and minority investments, supporting Bioceres’ reputation as a truly global platform.

Trading platform for carbon credits

Overview

In 2021, we advised a consortium of international banks on the establishment of a blockchain-based registry and trading platform for voluntary carbon credits which can originate from a variety of project types including for example, reducing emissions from deforestation and forest degradation projects. 

The project has completed its successful pilot phase of carbon trading, with further phases planned to commence later in 2022.

Challenges & Solutions

This highly complex project required in-depth structuring and analysis to maximise the overall commercial feasibility of the project within the legal and regulatory constraints of numerous jurisdictions. 

We worked closely with the consortium, the blockchain technology provider and a voluntary standard body to support the project through to the successful launch of carbon trades. 

One of the notable challenges was in the legal techniques for “tokenisation” of the carbon credits and driving a consistent regulatory characterisation across jurisdictions. We advised on how the legal structuring of the platform could be developed to address this and achieve the consortium’s commercial objectives.  

As part of the legal structuring of the platform, we ensured the use of distributed ledger technology did not prejudice the ability of the platform to transfer property rights between buyers and sellers and was neutral in the regulatory characterisation of voluntary carbon credits. The project required cross-practice expertise from across the Linklaters global network.

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