Andrea Gentili

Partner

Milan

Rome

Andrea is a partner of the Energy & Infrastructure team and focuses mainly on M&A and project development.

Andrea regularly works on M&A, private equity, project development as well as platform and joint venture transactions in the energy and infrastructure sphere, with a particular emphasis on renewables. He represents sponsors, developers, private equity investors, infrastructure funds and other strategic participants in all stages of structuring, financing, acquiring and disposing of energy projects and companies, including the negotiation and drafting of purchase and sale, co-development, shareholders, joint venture, EPC and O&M agreements. He has served as lead counsel on several cross-boarder deals, including with respect to projects in Italy, the UK, Romania, Denmark, Greece, Bulgaria, Ghana and Namibia.

Andrea also has significant experience in financing transactions, having assisted various sponsors and debt providers in a number of project finance, asset finance, bond issuance, refinancing and leasing transactions. Andrea also counsels clients on general corporate matters and day-to-day operating matters, including contracts management and a host of related legal matters.

Andrea has also drafted and negotiated several settlement agreements for disputes arisen between owners and contractors in relation to the construction of power plants, and participated in international arbitrations on these matters.

During his career, Andrea also worked in London with Orrick’s Global Finance department, mainly focusing on cross-border project finance deals.

  • Representative transactions Andrea has recently advised include assistance to:

    GreenGo, an Italian renewable energy developer, in the structuring, negotiation and completion of a growth capital transaction with Eiffel Essentiel, a private equity fund specialized in energy transition across Europe, managed by the French asset manager Eiffel Investment Group

    iCON Infrastructure, on:

    • the acquisition of 100% of Sestrieres SpA, a company managing one of the most important European ski infrastructures
    • the acquisition of a 49% stake in the public lighting activities of the EGEA group
    • the acquisition from EGEA S.p.A. of a 49% stake into two holding companies owning gas distribution and district heating businesses in Northern Italy, and in the negotiation of the related shareholders agreements
    • the acquisition of a majority interest in Eco Eridania S.p.A., an Italian integrated waste collection, transportation, treatment and disposal business leader in the sanitary and industrial waste sector, from Xenon Private Equity V L.P , and from CEO Andrea Giustini’s family holding company Roccaforte S.r.l.

    Matrix Renewables, the TPG Rise-backed renewable energy platform, in a strategic joint venture agreement with Energía Aljaval, a Spanish renewable energy company which operates internationally, for the co-development of at least 300MW of solar projects in Italy

    an international developer in the structuring and execution of a competitive process for the selection of an investor for co-development of an approx. 300 MW solar pipeline in Italy, including with respect to drafting and negotiating all the transaction documents with the selected investor (being one of the largest European asset managers in the renewables space)

    a large Italian EPC provider and solar developer in the structuring and execution of a competitive process for the selection of the buyer of 4 solar projects in Italy totalling 115 MW, including with respect to drafting and negotiating all the transaction documents with the selected investor (being a large German utility)

    an Italian developer in the structuring and execution of a competitive process for the selection of an investor for co-development of an approx. 380 MW pipeline of solar, wind and storage projects in Italy, including with respect to drafting and negotiating all the transaction documents with the selected investor (being a large global developer)

    an Israeli public company, in the acquisition of a pipeline of solar projects in Italy from a UK-based developer

    the bondholder, in the negotiation of the transaction documents with respect to the development funding for a 840 MWp solar pipeline in Italy through a convertible bond issue from a wholly owned Italian subsidiary of the UK based developer Alta Capital Limited

    an international developer, with respect to the Italian law aspects of the sale to Matrix Renewables, the TPG Rise-backed renewable energy platform, of a 440 MW solar portfolio across Spain and Italy

    a JV between Canadian Solar and Manni Energy in the formation (including related shareholders agreements) of a JV vehicle which will invest in and construct greenfield PV projects in Italy, as well as in the negotiation of (the first in the Italian market) long term power purchase agreement executed between such JV and Trailstone

    Glennmont Partners:

    • the co-development arrangements and subsequent acquisition of a 53MW ready-to-build solar unsubsidized project in Italy;
    • the co-development arrangements and subsequent acquisition of a 45MW ready-to-build solar unsubsidized project in Italy;
    • the sale to ENI of the entire wind portfolio held in Italy, for an aggregate installed capacity of 315 MW;
    • the €416 million acquisition of a 245 MW wind projects portfolio from Spanish electric utility Iberdrola;
    • the acquisition of a 60 MW wind project in Italy, as well as drafting and negotiation of the sale and purchase agreement, the turbines supply agreement, the balance of plant agreement, and the operation and maintenance agreement;
    • the obtainment of a €87.9 million project financing for the above mentioned 60 MW wind project granted by a pool of banks which included ING Bank N.V., UniCredit S.p.A. and Siemens Bank Gmbh;
    • the acquisition of a 10 MW wind farm in Italy from Iberdrola

    KGAL, on:

    • the drafting and negotiation of the entire set of project contracts for a 53 MW unsubsidized solar plant in Italy, including the PPA, the EPCM contract, the modules supply agreement, the trackers supply agreement, the inverters supply agreement, the infrastructure EPC contract as well as the grid connection agreement
    • the acquisition from STEAG of a 440 MW solar projects pipeline, including due diligence activities and drafting and negotiation of all contractual documentation
    • the acquisition of a company owning 4 hydroelectric plants in Northern Italy

    ACEA:

    • in the acquisition of a 20 MW ‘shovel ready’ solar project, to be constructed in Basilicata
    • in the acquisition of a majority stake in an approx. 20 MW solar portfolio from Belenergia, including in relation to the drafting and negotiation of the sale and purchase agreement and shareholders agreement
    • in the sale of a majority stake in the holding owning a 105MW operational solar portfolio

    Hanwha Energy Corporation, in the drafting and negotiation of the transaction documents executed with Clean Capital Energy and Enervorum for the development of a 200 MW solar pipeline in Italy

    Graziella Green Power, in drafting and negotiation of the transaction documents for the formation of a joint venture with ENGIE aimed at creating a geothermal hub in Italy, whose first goal will be the construction of the first geothermal plant in Europe using the innovative “zero emissions” technology

    Glennmont Clean Energy Coöperatief U.A. in the sale of its 85.4 MW Italian PV portfolio to Tages Capital SGR through the sale of the Dutch company which holds the portfolio

    European Energy, in the acquisition of a 123 MW PV Project in Italy

    European Energy, in the acquisition of a number of PV Projects in Italy for an aggregate capacity in excess of 400 MW

    Eco Eridania S.p.A., which operates in the waste collection, transportation, treatment and disposal business (and is the market leader in the specialist sanitary waste sector in Italy), in a complex financing transaction with a pool of Italian and international banks, to be used partially to refinance the existing debt of the Eco Eridania’s group and partially to fund capex and working capital needs of the group

    A major Italian utility, in the acquisition of a 20MW ready-to-build PV project

    VEI Green (controlled by VEI Capital) and Foresight Group, in the formation of a joint venture with NWS Holdings Limited investing in renewable energy assets in Italy

    Sonnedix in the acquisition of a portfolio of 28 photovoltaic plants having an aggregate installed capacity of 53 MWp from Graziella Green Power S.p.A. – a company of Graziella Group specialized in the production of energy from renewable sources

    VEI Green (controlled by VEI Capital) and Foresight Group, in a corporate reorganization aimed at consolidating the respective PV portfolios (approx. 90 MW) into the joint venture vehicle ForVEI, and the subsequent refinancing of the entire portfolio

    VEI Green, in the sale to ERG of a 90MW portfolio of operational PV assets in Italy with an enterprise value in excess of 330 million euro

    F2i, in the acquisition from Ardian of a 51.5 MW portfolio of operational PV assets in Italy

    Equinox Energy Capital in the acquisition of various solar projects in the UK for a total capacity of around 85 MW, and in the negotiation of the relevant EPC contracts, O&M contracts, and related subcontracts

    Ellomay Capital, in the approx. Euro 35 million refinancing of its Italian PV portfolio

    Trading Emissions Plc, in connection with:

    • the sale to Sonnedix of several companies owning approx. 16 MW of solar plants in Italy;
    • the sale to NextPower II Italia of a company owning a 8.4 MW solar plant in Italy

    European Energy in the acquisition of a 20MW wind project in Italy and in the negotiation and drafting of the sale and purchase agreement, the turbines supply agreement, the balance of plant agreement, and the construction management agreement

    A major Spanish industrial group in the sale to Capital Stage of a 17 MW solar portfolio in Italy

    Finanziaria Internazionale in several acquisitions from different developers of solar plant in Italy, having an aggregate capacity of approx. 13 MW

    Sonnedix in several acquisitions of PV plants in Italy having an aggregate installed capacity in excess of 30MW

    Canadian Solar, in the drafting and negotiation of the transaction documents for the acquisition and the construction of 12 MW solar projects in Namibia