Energy

Energy: taking on new challenges

Like other countries in Europe, Spain faces the challenge of decoupling its economic growth from greenhouse gas emissions. Within the context of the United Nations Sustainable Development Goals (Agenda 2030) and the international commitments made by the European Union to combat climate change (Paris Agreement), Spain must adapt its laws to enable its transition towards a fully decarbonised economy with an efficient renewable energy system. 

Therefore, in the coming years the Spanish energy sector, which has traditionally relied on the use of fossil fuels such as coal or oil, must respond to profound changes, which will affect not only the businesses engaged in the supply of electric power or liquid and gaseous fuels, but also other vitally important business activities such as industry, transport or construction.

At Ramón Y Cajal Abogados we are aware of the very diverse implications that the transformation of the energy sector has in areas such as the generation, transmission, distribution, sale and usage of electric power or the production, distribution and usage of liquid and gaseous fuels. This is largely because of the firm’s extensive experience in advising some of the most important players operating in the various energy markets (companies engaged in the generation of electricity using renewable energy technologies, electricity-intensive industries, sellers of natural gas, retail distributors of fuels, etc.) and its in-depth knowledge of these markets.

Our Energy team

At Ramón Y Cajal Abogados our Energy team is made up of lawyers specialising in energy regulation, finance, mergers & acquisitions and specific procurement processes of the sector. The team also receives the ongoing support of experts from other practice areas of the firm such as litigation, competition or tax.

Our Energy team is able to offer comprehensive and innovative advice to energy companies, industry associations, financial institutions, investors and large consumers in matters relating to electricity, gas, oil and renewable energies.  

The lawyers of the Energy team of Ramón Y Cajal Abogados advise not only in transactions carried out in Spain, but are also able to cover the needs of the firm’s clients abroad, working for such purpose with leading specialist firms in the relevant jurisdictions.

What do we do

Regulation

The energy sector is highly regulated and therefore appropriate regulatory advice is vital, given the significant investments that must be made and their inherent risks. 

Our advice in this area covers all of the different activities that the supply of electricity or liquid or gaseous fuels involves (generation and production, transportation, distribution or marketing).

Whether it is a new project, especially in the area of renewable energies, or a transaction involving existing projects (in progress or completed) or the companies that may develop them, it is essential to determine the existence, validity and scope of the various necessary permits and authorisations or the impact of such projects in terms of land planning or the environment. 

Additionally, our regulatory experts advise clients in the different administrative proceedings in which they are a party, including infringement proceedings or proceedings to draw up general administrative provisions and guidelines, in their relations with the regulatory bodies and authorities competent in the area, and in the administrative or contentious-administrative appeals to which such proceedings or relations may give rise.

Examples of transactions in which we have advised in this area:

  • Report on the priority access right (provided for in the Spanish Draft Bill on Climate Change and Energy Transition) to part or all of the electricity evacuation capacity of the owners of generation plants whose primary energy source is fossil fuels or thermonuclear power, which as a result of a fair transition process towards a decarbonised economy are replacing such technology with other technologies that use primary renewable energy sources.    
  • Report on the expiry of the public hydroelectric power concessions for the production of electricity, the possible submission of a new tender and the involvement of the public authorities in the activity of electricity generation.
  • Challenging in contentious-administrative proceedings of decisions excluding suppliers from the interruptibility demand management service with associated electricity generation plants.
  • Report on the constitutionality of the new electric power taxes provided for in Spanish Act 15/2012 of 27 December on tax measures for energy sustainability.
  • Challenging in contentious-administrative proceedings of a decision by a Regional Government regarding a tender to select preliminary projects for wind farms and to allocate certain capacity.

Finance

The development of projects in a capital intensive environment such as the energy sector is frequently dependant on obtaining financing under appropriate conditions. The enormous investments that will be required to decarbonise the Spanish economy and to make it possible to achieve the objectives to which Spain has committed as a Member State of the European Union will undoubtedly result in the greater role of external financing in the sector.

At Ramón y Cajal Abogados we have extensive experience in energy project finance and in particular in renewable energy project finance, having advised financial institutions and sponsors in relation to the financing of tariff-based projects and their restructuring as a result of changes in the regulatory framework introduced mainly in 2013-2014, or after such changes, of auction-based or market-based projects or long-term power purchase agreements (PPAs). Our extensive experience in project finance allows us to appropriately assess the various risks inherent to each project and mitigate such risks in the most efficient way. 

The firm has also advised in alternative finance transactions for energy projects through the use of capital markets (project bonds, corporate bonds, IPOs, mezzanine financing instruments or crowdfunding), including green financing.

Examples of transactions in which we have advised in this area:

  • Advising Banco Sabadell on the project finance of the wind park Oribio (24,25Mw) in Galicia (Spain) for an amount of €20m.
  • Advising Banco Sabadell and Bankia on the project finance of two wind Parks Enhol in Navarra (España) (100Mw) for an amount of €65m.
  • Advising Banco Sabadell on the project finance of 6 wind parks Norvento (128,25Mw) in Galicia (Spain) for an amount of €127,2m.
  • Advising Banco Santander and Banco Sabadell on the project finance of the wind park Alentisque (46,5 MW) for an amount of €27m.
  • Advising the accredited company on the refinancing of a €200m photovoltaic park in Albacete (Spain), structured by Deutsche Bank through the issue of bonds in Luxembourg.
  • Advising CaixaBank on the financing of the photovoltaic plant Photonsolar for an amount of €8m.
  • Advising Banco Santander on the refinancing of Fotovoltaica Los Navalmorales for an amount of €37m.

Commercial Contracts

The development of projects in such a complex environment as the energy sector makes it necessary to enter into a large number of agreements.

At Ramón y Cajal Abogados we have years of experience in providing ongoing advice to a large number of companies engaged in the development or construction of energy generation facilities or in the marketing of energy, participating in the negotiation and drafting of agreements for the construction of energy generation plants (EPC and BOT agreements, etc.), the supply of equipment, operation and maintenance (O&M agreements) and co-development and joint ventures and other business partnership agreements, agreements guaranteeing the availability of land (surface rights, leases, easements, etc.), technical agreements for access to and connection with networks, service agreements for project development (for the processing of permits, licences and authorisations, etc.), energy representation and marketing services agreements, power purchase agreements (PPAs) and insurance agreements, and any other transactions relating to the energy sector (including conventional electricity generation and generation through renewable energies, and the exploitation and extraction of liquid and gaseous fuels).

M&A

In addition to the interest that the energy sector has traditionally aroused among various types of investors (utilities, infrastructure funds, etc.), the need to decarbonise the Spanish economy will undoubtedly lead to a greater number of transactions in the Spanish energy sector.

At Ramón y Cajal Abogados we have extensive experience in drafting, negotiating, reviewing and concluding framework investment, cooperation, co-development, joint venture and merger and acquisition agreements both in relation to energy assets and companies owning projects for electricity generation (conventional and renewable energy) and for the production of liquid and gaseous fuels, as well as any other agreements or legal reports required for investment in such projects, such as due diligence reports, the creation of SPVs and Spanish Temporary Joint Ventures (UTEs) or Economic Interest Groups, shareholder agreements, corporate restructuring transactions and partnership agreements, etc.

Our experience covers transactions for the acquisition of and investment in projects for all types of clients (industries, distributors, investment funds, etc.), at all stages of their implementation (greenfield, ready-to-build, post-construction stage or in-operation).