Energy and Infrastructure M&A_2025

ROMANIA Law and Practice Contributed by: Luiza Ionescu, Andreea Paraschiv, Amanda Csaki and Cezara Mitea, Stratulat Albulescu Attorneys at Law

have already navigated the complex permitting and grid-connection processes. A notable example is HELLENiQ Renewables’ acquisition of a 96 MW RtB wind farm from developer OX2, supported by a 12-year virtual PPA. • Greenfield Development (for M&A Exit): Under this model, developers focus not on long-term opera- tion, but on advancing projects to a commercially de-risked milestone before exiting through a sale to strategic or financial investors. A landmark case was Monsson’s sale of a 1,044 MW solar project in the late development stage to the Actis-backed Rezolv Energy platform. • Strategic Joint Ventures: This route is typically reserved for capital-intensive projects requiring both financial depth and political alignment. Key examples include the OMV Petrom/Romgaz 50/50 joint venture for the Neptun Deep offshore gas project, and the multinational (US, Canadian, Ital- ian) consortiums formed for the Cernavoda nuclear expansion projects. Finally, international financial institutions (IFIs) – nota- bly the EBRD – have evolved from mere financiers into essential market architects. The EBRD’s techni- cal assistance in designing Romania’s bankable CfD framework was instrumental in unlocking private sec- tor confidence and catalysing the ongoing M&A boom in renewables. 1.4 Energy and Infrastructure Projects Romania’s project pipeline is structured around a pragmatic “Twin Pillar” strategy, officially endorsed by the Ministry of Energy. This approach advances, in parallel, large-scale state-backed conventional projects ensuring energy security and an expansive renewable pipeline driving decarbonisation. The first pillar – conventional baseload – is repre- sented by two of the EU’s most significant strategic energy assets: • Neptun Deep (Natural Gas): This EUR4 billion joint venture between OMV Petrom and Romgaz is firmly in its execution phase as of late 2025. Drilling of the ten production wells is underway, subsea pipeline fabrication is progressing, and first gas remains on track for 2027. With estimated recov-

erable reserves of around 100 BCM, the project is expected to position Romania among the EU’s largest gas producers, potentially the largest. • Cernavoda (Nuclear): This comprises two parallel projects, namely the EUR2 billion refurbishment of Unit 1 (scheduled for shutdown between 2027 and 2030) and the EUR7 billion construction of Units 3 and 4, which officially entered the EPCM (engineer- ing, procurement and construction management) phase in late 2024. The second pillar – renewables – represents the pri- mary growth engine for M&A activity. As of 2025, over 55.5 GW of renewable projects have received grid connection permits. A critical emerging subsector is battery energy storage systems (BESS). The sheer scale of renewable development has created severe grid congestion, making a project’s grid access and storage capability as valuable as its generation capac- ity. The updated National Energy and Climate Plan (NECP) explicitly targets 1.2 GW of battery storage, and investor focus has shifted rapidly toward acquir- ing both standalone and hybrid BESS assets. In addition, hydropower remains a structural compo- nent of Romania’s generation mix, contributing sys- tem stability and balancing capacity amid the rapid expansion of intermittent renewables. While most major hydro capacity is already in operation (over 6 GW installed), modernisation and selective hybridisa- tion projects continue under Hidroelectrica’s invest- ment programme. 2. Establishing and Exiting Early- Stage Companies in the Energy and Infrastructure Industry 2.1 Establishing and Financing a New Company The formation and financing of early-stage ventures in Romania’s E&I sector require a distinction between technology start-ups and project-based vehicles. While “green tech” and software-driven energy start- ups remain nascent, the dominant form of “venture” in this market is the special purpose vehicle (SPV), typi- cally incorporated as a limited liability company (SRL) to isolate project risk and ensure transferability at exit.

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