Brokerage & Advisory

Engineering & Legal-Led
Project Brokerage & M&A Management

Renewable energy asset transactions are not a superficial brokerage process that simply connects buyer and seller. We manage all technical, financial and legal processes end-to-end — from Letter of Intent through to final closing.

Process Architecture

4-Phase M&A Process Architecture in Detail

A process that measures value created, not value lost, as it brings project parties together. We are with you at every step — from DCF modelling through to contract closing.

01 Phase 01

Preparation, Financial Valuation & Data Room Setup

Before the transaction, the project's current status is thoroughly reviewed with financial and technical simulations. The target investor audience is defined and confidentiality structures are established.

  • DCF & Cash Flow Modelling: Hourly 8,760 data points, simulated against YEKDEM / PTF benchmarks
  • Confidential Information Memorandum (CIM) & Teaser Preparation: Technical, legal and financial project file prepared to international fund standards
  • Confidentiality Management (NDA): Data sharing and confidentiality agreements with relevant investor groups
DCF Modelling CIM / Teaser NDA PVSyst Simulation
02 Phase 02

In-Depth Technical & Legal Due Diligence (TDD & LDD)

Independent engineering and legal screening is applied to eliminate risks. An impartial review process that surfaces hidden risks on both sides of the transaction.

  • Technical Due Diligence (TDD): Production performance (PR), grid compatibility, equipment warranty status, structural compliance
  • Legal Due Diligence (LDD): Zoning, EIA, YEKDEM registration, land agreements and historical financial liabilities; Legal Risk Matrix
TDD LDD PR Analysis Legal Risk Matrix EIA Audit
03 Phase 03

Contract Engineering & Negotiation Management

The backbone of the transaction is built with our field experience and legal team. We structure fair and enforceable contract texts that protect the commercial interests of both parties.

  • LOI / Term Sheet: Defining the key commercial terms, share value and timeline of the transaction
  • SPA & SHA Negotiations: Preparation of technical and financial clauses in Share Purchase and Shareholder Agreements
  • Condition Precedents: Scheduling the mandatory administrative and technical steps prior to transfer
  • Reps & Warranties / Set-off & Escrow: Bank escrow and set-off mechanisms protecting against post-transfer risks
LOI / Term Sheet SPA SHA Condition Precedents Escrow Set-off
04 Phase 04

Transfer, Closing & Regulatory Approvals (Closing)

Following contract execution, statutory transfer processes and official regulatory approvals are completed. Final share transfer and financial settlement are executed.

  • EMRA & Distribution Company Approvals: EMRA Board Approval for licensed projects; transfer of call letter rights for unlicensed projects
  • Bank Loan Transfers & Assignments: Transfer of existing bank loans, mortgages and assignments to the new investor
  • Closing Certificate: Final share and financial transfer completed upon confirmation that all conditions precedent have been satisfied
EMRA Approval Call Letter Transfer Bank Assignment Closing Certificate
Competitive Advantage

Why AL ENERJİ M&A Brokerage?

Field & Tender-Rooted Perspective

You work with a team that has directly experienced all risks in the field and at the table — from public privatisation tenders to capacity allocation competitions. Expert knowledge grounded in experience, not theory.

Complementary Legal Strength

The most critical stage where project sale transactions break down is contract negotiation. With our specialist energy lawyers, we structure fair contract texts that protect the interests of both parties.

Independent & Impartial Review

While information memoranda are prepared for the selling party to demonstrate the project's value, impartial audits are conducted for the buying party to surface hidden technical defects.

Scope Matrix

Regulatory & Contractual Scope Matrix

Critical administrative and legal steps, risk areas and AL ENERJİ's solution approach by transaction type.

Transaction Type Critical Administrative / Legal Step Potential Risk Areas AL ENERJİ Solution
Licensed Plant Transfer
WPP / SPP / HPP
EMRA Board Approval and Licence Amendment Bureaucratic Delays
Share transfer approval processes
Pre-structuring and follow-up management of EMRA approval processes
Unlicensed SPP Transfer
Art. 5.1.h / 5.1.c
Distribution Company Call Letter & Transfer Approval Call Letter Cancellation Risk
Consumption facility non-compliance
Regulatory consumption/generation netting and facility compliance audit
Ready-to-Build Project Transfer
RTB — Ready to Build
Zoning, EIA, Building Permit and Connection Agreement Zoning Cancellation Litigation
Permit expiration
Zoning plan validity and vested legal rights analysis
Operating Plant Transfer
COD — Commercial Op.
Bank Project Finance Loan & YEKDEM Registration Equipment Performance Degradation
Historical debt obligations
TDD performance testing, PR analysis and Escrow/Set-off structure within SPA
Frequently Asked Questions

About M&A Brokerage

What should be considered when preparing an SPA for renewable energy asset transfers? +
The most critical points in SPA processes are: defining administrative approvals as Condition Precedents, limiting the seller's prior administrative/technical representations (Reps & Warranties), and correctly structuring Escrow (escrow account) and Set-off mechanisms against post-transfer underproduction or legal sanctions.
How do share transfer approval processes work for licensed and unlicensed SPP/WPP projects? +
For licensed plants, direct or indirect share changes are subject to EMRA Board Approval. For unlicensed facilities, the transfer of call letter rights in the connection agreement and company share transfers are completed with prior approvals conducted within the framework of the relevant electricity distribution company and EMRA regulations.
Why is a Technical Due Diligence (TDD) report of vital importance for banks and investors? +
A TDD report verifies through independent engineering eyes not merely the plant's capacity on paper, but its actual field performance ratio (PR), equipment degradation status, grid connection constraints and land title rights. Banks treat this report as the fundamental risk criterion in project finance transfers.
How are legal rights protected if the plant produces below expectations following acquisition? +
In the contract structures we manage directly, production data from the first 12–24 months after the transfer date is compared against guaranteed simulation values. In case of deviation, penal clauses and warranty indemnity provisions are added to the contract, to be set off against the seller's receivables.
All Services
Explore Our Other Services