Andrea Gentili
Of Counsel
Milan, RomeAndrea's practice focuses mainly on renewable energy, in Italy and abroad.
Andrea regularly works on M&A and private equity transactions in the energy and infrastructure industries, assisting sponsors, developers and investors in the acquisition or sale of totality, majority or minority shareholdings, and in project construction/management related matters. He has advised on projects in Italy, the UK, Romania, Greece, Bulgaria, Ghana and Namibia.
Andrea also has significant experience in financing transactions, having assisted various sponsors in a number of project finance, asset finance, refinancing and leasing transactions. He assists clients in drafting and negotiating all transaction documents, including share purchase agreements, joint venture agreements, shareholders' agreements, facility agreements, PPAs, EPC and O&M agreements. 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.
Andrea is lecturer at the training course “The EGP school of business development program” promoted by Enel Green Power, dedicated to its Business Development professionals and delivered by SDA Bocconi School of Management, the Business School of Bocconi University. Andrea focuses his lessons on international business contracts, joint venture and acquisition agreements.
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Representative transactions Andrea has recently advised include assistance to:
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
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
iCON Infrastructure, on:
- 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.
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, on:
- 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
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 Partners (formerly BNP Paribas Clean Energy Partners) in:
- the €416 million acquisition of a 245 MW windprojects 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 theoperation and maintenance agreement;
- the obtainment of a €87.9 million projectfinancing for the above mentioned 60 MW wind project granted by a pool ofbanks which included ING Bank N.V., UniCredit S.p.A. and Siemens BankGmbh;
- the acquisition of a 10 MW wind farm in Italy from Iberdrola
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
