Energy

The key lies in how risks are allocated: structure and pricing formula, term and production profile, treatment of volume risk, guarantees of origin, counterparty payment guarantees, grounds for early termination, and clauses relating to regulatory or legislative changes. And a cross-cutting issue: if the project is to be financed, the PPA must be bankable — financiers will scrutinise it line by line.

The EPC (Engineering, Procurement and Construction) is the turnkey contract under which a contractor designs, supplies and builds the plant, with milestones, penalties and performance guarantees. The O&M (Operation and Maintenance) contract governs the plant’s operation and maintenance once it is up and running, usually with availability commitments. Both must be consistent with each other and with the PPA and the financing arrangements: gaps between contracts are the main source of disputes.

Project finance is financing without recourse — or with limited recourse — to the developer: the debt is repaid from the cash flows generated by the project itself. That is why lenders scrutinise all the contracts (PPAs, EPCs, O&M contracts, permits, land titles) and require a package of security over the project’s assets and rights, as well as direct contracts that allow them to intervene if anything goes wrong. Our job is to ensure that the contractual structure passes that scrutiny.

Energy Saving Certificates are electronic documents that certify final energy savings resulting from an energy efficiency measure. The system, established by Order TED/815/2023, enables obligated parties to fulfil their energy-saving obligations by obtaining Energy Saving Certificates (CAEs), either directly or through a delegated party, and offers companies carrying out energy efficiency measures the opportunity to monetise them. We advise on the structuring of ESCO agreements and on relations with authorised agents.

In general: permits for access to and connection to the grid, prior administrative authorisation, administrative authorisation for construction, an environmental impact assessment where applicable, an operating licence and the relevant municipal licences. The specific process depends on the capacity and on whether jurisdiction lies with the regional or central government, and the deadlines and expiry dates for key milestones require careful planning from the outset.

It depends on the capacity of the installation, the chosen scheme (with or without surplus electricity) and the autonomous community: installations with lower capacity benefit from simplified procedures, whilst larger ones follow a process more akin to that of a power station. We analyse the optimal scheme, surplus compensation and, in the case of collective self-consumption, the sharing agreements between participants.

To all stakeholders in the supply chain: project promoters and developers, investors and financiers, EPC contractors and O&M operators; industrial companies that sign PPAs as buyers or install self-consumption systems; and companies with obligations or opportunities within the CAE system and in relation to ESG matters. Understanding the position of all parties enables us to anticipate, in each contract, what the other side will demand.