If the state parliament approves, Berlin will take over all shares in Vattenfallwärme Berlin, including, among other things, the stake in the Neukölln district heating plant, 81 percent of which belongs to the Vattenfall subsidiary. The package also includes Vattenfall Energy Solutions and Energy Crops. The transaction is scheduled to be completed in spring 2024.
The state is acquiring the companies indirectly through a vehicle called Rekom 3. In this way, it had already bought back the power grid from Vattenfall. In the case of the heating network, the use of such a vehicle makes financing with guarantees possible.
Björn Simon
Unlike in the case of the electricity grid, the financing concept does not provide for the involvement of banks. The heating network is to change hands with budget funds and guarantees. The purchase of assets is not subject to the debt brake. In particular, the Senate will present the financing concept to the House of Representatives in the first quarter.
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Gasag not part of the sale
Independent of the sale of the heating business, Vattenfall has also granted the State of Berlin an option to purchase Vattenfall’s shares in Gasag. Vattenfall, like the French energy supplier Engie, holds almost 32 percent of the shares. E.on holds almost 37 percent of Gasag.
Gasag is also part of the country’s efforts to remunicipalize important infrastructure assets. However, the option for the Vattenfall share is probably only the beginning for the country. The country wants to take over the majority of the infrastructure operator in the future. Gasag operates the Berlin gas distribution networks as well as networks in neighboring Brandenburg. It is also the largest regional natural gas supplier for industrial and private customers.
Lots of interested parties – until the country got serious
Vattenfall announced in May 2022 that it would be reviewing its district heating business for 1.4 million apartments in Berlin. The Berlin Senate then expressed its interest in buying and took part in the bidding process that Vattenfall began at the beginning of December 2022.
Holger Kraft
Many private equity funds such as Macquarie, Brookfield and Canada Pension Plan Investment Board (CPPIB) were also interested in the infrastructure from the start. However, due to the country’s ongoing interest in the network, the investors did not submit an offer. At the end of October this year, the Senate and Vattenfall began exclusive negotiations that have now led to the sale of the assets.
Withdrawal to convert to a green producer
The Berlin state government has been working for years to operate all energy and supply infrastructure in public hands. The electricity and water network already belongs to the country. The country also acquired the power grid from Vattenfall in mid-2021. Now the district heating network is added. The gas network, however, will remain private for the foreseeable future, even if Vattenfall promises the state to sell its share.
Vattenfall wants to say goodbye to fossil fuels. At the same time, the company is investing in renewable energies. At the beginning of the month, the company announced plans for a partnership with BASF to build and operate the German offshore wind farms Nordlicht 1 and 2. In Great Britain, however, Vattenfall recently sold the project rights to an offshore wind farm to RWE.
Consultant for the state of Berlin
Luther:Dr. Björn Simon (Frankfurt), Dr. Christian Horn (Berlin; both lead), Philipp Dietz (Cologne), Dr. Michael Bormann, Dr. Carsten Beisheim (both Düsseldorf), Dr. Jürgen Tielmann (Hamburg), Dr. Andreas Vath (Munich; all Corporate/M&A), Elisabeth Lepique, Dr. Konrad Adenauer (both public law; both Cologne), Dr. Holger Stappert (Düsseldorf), Dr. Helmut Janssen (antitrust law; Brussels), Gerd Stuhlmacher (energy law; Munich), Prof. Dr. Robert von Steinau-Steinrück, Dr. Paul Gooren (both Berlin), Dr. Marco Arteaga (Frankfurt), Dr. Annekatrin Veit (Munich; all employment law), Ulrich Siegemund (tax law), ChristophSchauenburg (financing; both Frankfurt), Doreen König (real estate law; Berlin), Dr. Sabrina Desens (Public Law; Leipzig), Dr. Stefanie Hellmich (Frankfurt), Dr. Maximilian Dorndorf (Essen; both IP/IT law), Dr. Johannes Teichmann (Sales Law; Frankfurt), Dr. Rut Herten-Koch (procurement law), Daniel Latta (litigation; both Berlin), Dr. Johannes Becker (Cologne), Dr. Moritz Mentzel (Berlin; both Corporate/M&A), Rolf Corsten (Public Law), Franz-Rudolf Groß, Cosima Flock (all Düsseldorf), Ekkehard Hübel (Hamburg; all Energy Law), Nina Stephan (Labor Law; Essen), Dr. Frank Seidel (taxes; Frankfurt), Florian Schwuchow (real estate law; Berlin), Dr. Mathias Mailänder (Hamburg), Bernhard Burkert (Berlin; both energy law), Rebecca Romig (sales law); Associates: Dr. Sven Stumm (both Frankfurt), Anton Spinty (Berlin), Dr. Pia Rademaker (Munich; all Corporate/M&A), David Wölting (Düsseldorf), Christoph Schnoor (Hamburg), Martin Lawall (Brussels; all Energy Law), Stefan Jokel (Financing), Dr. Frederic Tewes (real estate law), Pierre Wittmann (all Frankfurt), Lutz Keller (IP/IT law; Cologne), Milena Mühlenkamp (Düsseldorf), Tobias-Michael Fuchs (Hamburg; both project management)
Consultant Berlin Energie Rekom 3
Mazars (Berlin): Dr. Hans-Martin Dittmann (lead; energy law/corporate), Marion Plesch (labor law); Associate: Maria Grosch (Corporate)
Christian Pitzal
Consultant Vattenfall
In-house law (Berlin): Dr. Stefan Klauer (Director M&A), Michael Buggenhagen (Head of Legal)
In-house taxes (Berlin): Guido Eggers
CMS Hasche Sigle (Hamburg): Dr. Holger Kraft, Dr. Jan Schepke (both leaders), Dr. Hilke Herchen, Dr. Richard Mayer-Uellner (all Corporate/M&A), Dr. Andreas Hofelich (labor law), Dr. Sebastian Cording, Prof. Dr. Malte Grützmacher (both IT law), Dr. Christian Haellmigk (antitrust law), Dorothée Janzen (sales law), Dr. Fritz von Hammerstein (Public Law), Dr. Andreas Otto (construction law), Dr. Martin Mohr (tax law), Dr. Dirk Baukholt, Matthias Sethmann (both Corporate/M&A), Dr. Mirko Zorn (construction law), Cosima Countess von Rechteren (litigation), Dr. Philipp Koch, Dr. Luise Pelzer (both Corporate/M&A), Dr. Mario Brungs, Dr. Jacob Hinze (both labor law), Siegfried Etzkorn (financing); Associates: Dr. Stefan Kühl (labor law), Lisa Pytel, Dr. Lukas Hambel (both IT), Malena Hansen, Alexander Laute, Armin Kojic (all antitrust law), Anastasia Shelestova (sales law), Heike Weyer, Katja Meisel (both construction law), Stephanie Schulz, Tagrid Chahrour, Conrad Gräwe, Anton Bezsonov (all project management )
Flick Gocke Schaumburg (Hamburg): Dr. Christian Pitzal, Dr. Florian Kutt, Dr. Andreas Erdbrügger, Dr. Karl Broemel; Associates: Dr. Christian Vandersmissen, Stefan Schulz, Helena Thor, Julian zum Bruch (all taxes)
background: Luther got the mandate for the country through a pitch. The country had mastered the purchase of the power grid with the Berlin energy boutique Becker Büttner Held. Now she entered the race with Luther, who accompanied the negotiations with Vattenfall with a large team around partner Simon, who changed from Baker McKenzie in 2020.
For the purchase, Vattenfall once again relied on the CMS team led by the Hamburg partner Kraft. According to market information, Kraft also recently advised the Swedish company on the agreement with chemical giant BASF to enter two offshore projects in the North Sea. In addition to CMS, a Flick Gocke team led by partner Pitzal was mandated to handle tax issues.
New general counsel steers deal towards goal
Hans-Martin Dittmann
During the sale, Vattenfall changed management of the legal department in Germany. At the end of June, the long-time legal chief Dr. Andreas Metzenthin is retiring, who fought many legal battles for the company’s German subsidiary, including the nuclear phase-out.
Buggenhagen, who has been working in the group for around 20 years in various functions, took over his role in July. However, Lauer, who can also look back on a long in-house career at Vattenfall, was primarily responsible for the deal with the country.
Mazars again for buyer vehicles
Advice on the buyer vehicle called Rekom 3 was provided by Mazars partner Dittmann, who moved to Mazars with a large team from PricewaterhouseCoopers Legal at the beginning of 2019. Dittmann also played a similar role in deal structuring when buying back the power grid. (with material from dpa)
2023-12-28 21:07:28
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