Gianluca Spadini

Senior Engineering Developer

A graduate in Mechanical Engineering from the University of Florence, Gianluca is experienced in producing feasilbility studies for project development as well as creating preliminary and final designs for solar and wind production plants. He has also assisted sponsors with grid connections (HV and MV) and GSE regulatory compliance.

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.
In 2010, Andrea worked in the Global Finance department of the Orrick London office, mainly focusing on cross-border project finance deals.

Notable Experience

 

Representative transactions Andrea has recently advised include assistance to:

 

Shikun & Binui Energy, in the acquisition of two agro-photovoltaic projects in Tuscany of about 20 MW each.

 

Eiffel Investment Group, a French asset manager, in the establishment of a joint venture with Green Genius, a renewable energy company operating in 8 European markets and developing biogas, solar, wind, and hydrogen projects, for the realisation of a portfolio of PV projects with a capacity of 500 MW in Italy. Eiffel Transition Infrastructure fund acquired a minority stake in the joint venture and will support the development and construction of the projects.

 

The Developers (NiceTechnology and 7 Seas Wind Power), in the sale to GreenIT, the Italian renewable energy joint venture between Plenitude (Eni) and CDP Equity (CDP Group), and Copenhagen Infrastructure Partners (CIP) through its Flagship Funds, of 3 offshore wind projects in Latium and Sardinia, with an overall capacity of approximately 2 GW.

 

Mytilineos S.A., in:

  • in the acquisition of a stand-alone BESS project in Italy;
  • the acquisition of 75 MW ready-to-build solar projects in Italy.

 

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 from ATS Engineering S.r.l. and VMV Holding S.r.l. of a 51% stake in NVA S.r.l., a platform for the development, construction, and operation of renewable energy plants with a pipeline of projects under development of approximately 3 GW, with the strategic objective of transforming it into a multi-technology IPP focused mainly on solar, onshore wind and biogas utility scale plants;
  • the acquisition of 100% of Sestrieres S.p.A., 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:

  • the negotiation of the transaction documents for the co-development of a stand-alone 1.5GW BESS pipeline in Italy;
  • 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.

 

RIC Energy, in the acquisition of a cluster of 10 ready-to-build solar projects in Italy.

 

IPC Holding S.r.l. (IGEFI Group), on the sale of a portfolio of late-stage development solar projects with a total capacity of approx. 400 MW.

 

Volta Green Energy, in the sale of a ready-to-build 59MW PV project in Friuli Venezia-Giulia to A2A.

 

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, on:

  • 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;
  • the structuring of a joint venture with Premier Group for the joint development of solar and wind projects.

 

ACEA, on:

  • the acquisition of a 20 MW ‘shovel ready’ solar project, to be constructed in Basilicata;
  • 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;
  • 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, on:

  • the acquisition of a 123 MW PV Project in Italy;
  • the acquisition of a number of PV Projects in Italy for an aggregate capacity in excess of 400 MW;
  • 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.

 

EcoEridiana S.p.A., in:

  • the due diligence activities in the context of the acquisition of a 60% stake in Irigom, a company active in the treatment of end-of-life tyres (Pfu), technical rubber, waste from separate collection and industrial plastics, destined for material recovery and energy recovery at authorised cement plants. In addition, the company has recently become active in the treatment and recovery of end-of-life solar panels, for the production of secondary raw materials (such as glass, aluminium, copper);
  • the due diligence activities in the context of the acquisition of a 60% stake in Smoco (supply of fuels for energy utilisation);
  • a complex financing transaction with a pool of Italian and international banks, to be used partially to refinance the existing debt of the EcoEridania’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, on:

  • 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;
  • several acquisitions of PV plants in Italy having an aggregate installed capacity in excess of 30MW.

 

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.

 

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 plants in Italy, having an aggregate capacity of approx. 13 MW.

 

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

Education

Law Degree, Università degli Studi Roma Tre, 2008, 110/110 cum laude.

 

BAR ADMISSION

Rome

Tel: +39 345 2756248

 

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