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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.
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.
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.
Linklaters supported this first-of-a-kind project which presents opportunities and challenges including:
Linklaters was once again able to help the client to navigate these complexities and to secure their part in this ambitious project.
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.
The Northvolt transaction had a number of challenging and unique features, including:
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.
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.
The Allego - Carrefour transaction had a number of challenging features, including:
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.
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.
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.
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.
Vantage is addressing many of the environmental challenges that the telecoms industry faces:
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.
Linklaters supported LD Celulose S.A. in successfully navigating this ambitious project which had a number of challenging and unique features, including:
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:
Linklaters has helped many clients navigate a myriad of risks to leverage data successfully:
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.
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:
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.
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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