GERMANY Trends and Developments Contributed by: Gregor von Bonin, Natascha Doll, Andreas Ruthemeyer, Stefan Schröder and Mirko Masek, Freshfields
than defaulting to outright acquisitions. Traditional share purchases and full acquisitions still occur (for instance, when large utilities divest non-core assets or international strategics seek footholds). But the great- er trends point toward more flexible, capital-efficient structures, in part because full acquisitions of critical infrastructure often trigger regulatory friction or politi- cal resistance. One prominent example is the use of hybrid equity structures, where a financial investor injects mid- to long-term capital via a special-purpose vehicle or joint venture into the asset-holding entity while the incum- bent retains management control. In September 2025, Apollo committed EUR3.2 billion into a JV with RWE to fund and hold RWE’s 25.1% stake in the trans- mission operator Amprion, creating a structure where Apollo’s capital helps accelerate grid expansion while RWE retains control over the stake. Certain features of such structures enable investors’ return expectations to align more closely with the return profiles of the underlying infrastructure assets than would be pos- sible through conventional full or partial ownership. These hybrid structures have emerged in parallel with similar innovations in the real estate sector, where investors increasingly supply capital via minority or affiliated investments rather than pursuing full take- overs. This approach preserves existing corporate control and regulatory responsibility, while providing liquidity and strategic flexibility with lower than aver- age cost of equity capital. In infrastructure transactions, these models allow new investors to earn stable returns (often from regulated cash flows). The incumbent maintains day-to-day control, while the investor secures certain downside protection, governance rights (veto and information rights) and bespoke exit mechanisms. In renewable energy and large infrastructure projects, traditional joint venture frameworks remain popular. For example, offshore wind farms often involve mul- tiple participants: a constructor, an offtaker, a capi- tal investor, and sometimes a grid developer. Legal documentation in these cases must handle layered capital calls, exit waterfalls, technology conversion rights, and clear governance provisions (eg, who has
control over marketing, financing, debt, or repowering decisions). Another structural evolution is the rise of portfolio deals and yield-co vehicles. Rather than selling a sin- gle asset like a solar park, sellers increasingly bun- dle entire pipelines or operating portfolios of 5–20 projects to achieve scale, diversification and liquid- ity. In some cases, assets are put into yield vehicles (essentially dedicated holding companies) that can be partially spun out or refinanced, recycling capital into new development. These models allow investors to lay claim to stabilised cash flows while promoting capital rotation into new growth stages. Separately, unbundling requirements (separating gen- eration and supply activities from network operation) and sector-specific approvals complicate transactions in regulated sectors. The Federal Network Agency scrutinises the impact of a transaction on, for example, transmission system operator certifications to ensure compliance with unbundling rules and adherence to broader regulatory frameworks. In M&A deals involv- ing vertically integrated assets (generation or supply combined with grid operation), consummation may require structural remedies or ring-fencing measures to prevent conflicts with applicable regulation. Key Energy and Infrastructure Asset Classes – Trends and Developments Germany’s energy and infrastructure sectors are undergoing simultaneous and intertwined transforma- tions. Below, we explore the specific trends shaping M&A activity across key asset classes for the period up to October 2025. Renewable energy generation Renewable power is the backbone of the Ener- giewende, with ambitious 2030 targets including 30 GW of offshore wind and 215 GW of solar (up from roughly 9 GW offshore and 85 GW solar today). This is driving activity. The sector is increasingly transitioning to market- based models. Funding for renewable energy instal- lations in Germany will change significantly because, as of 17 July 2027, EU law requires that funding for new renewable power plants occur primarily through
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