Norton Rose Fulbright advises PGE Polska Grupa Energetyczna on €3 billion project financing for the construction of the 1.5 GW Baltica 2 offshore wind project developed in a joint venture with Ørsted

Global law firm Norton Rose Fulbright has advised PGE Polska Grupa Energetyczna on the €3 billion financing of the PGE part of the construction of the 1.5 GW Baltica 2 offshore wind farm located off the Polish coast in the Baltic Sea between Ustka and Choczewo.

The €3 billion multi-sourced project financing, which is part of the first phase of the Polish offshore wind programme, has been arranged by 25 international and domestic financial institutions, including Bank Gospodarstwa Krajowego (which among others made available funds under the National Recovery Plan (Krajowy Plan Odbudowy) designated for offshore wind farms in Poland), the European Investment Bank (EIB), the European Bank for Reconstruction and Development (EBRD) and ING Bank N.V. as documentation agent on behalf of the commercial lenders. Additionally, the covered tranche received backing from the Export and Investment Fund of Denmark (EIFO). More than 20 financial institutions provided hedging.

Baltica 2 financing is structured as holdco financing and project documentation has been entered into using a multi-contracting approach, without an EPC wrap structure, which is a market standard in the offshore wind market.

The financing for the construction of Baltica 2 offshore wind farms meets “green loan” requirements set out in the Green Loan Principles.

Baltica 2 is a 50/50 joint-venture between the largest electricity producer in Poland, PGE Polska Grupa Energetyczna and Ørsted, the largest offshore wind farm developer in the world. The offshore wind farm has a proposed installed capacity of 1.498 MW and will use 107 wind turbines. The project will benefit from annually inflation adjusted 25-year contract for difference in Poland.

Baltica 2 offshore wind farm is the largest offshore wind farm under construction in the Baltic Sea, one of the largest offshore wind farms constructed in Europe and the largest offshore wind farm in the first phase of the Polish offshore wind programme which assumes 5.9 GW of operational capacity by 2030. It is expected to be fully commissioned by the end of 2027 and meet the electricity needs of approximately 2.5 million households.

44 lawyers across five Norton Rose Fulbright offices advised on this landmark offshore wind transaction in Poland offering support in relation to finance and hedging documentation, energy regulatory and legal due diligence and state-aid issues.

The cross-jurisdictional transaction was led and supervised by Warsaw-based partner and head of Norton Rose Fulbright’s Warsaw energy and project finance practice, Tomasz Rogalski, London-based partners Rob Marsh, who is also Norton Rose Fulbright’s global co-head of energy, and Melusi Dlamini, Singapore-based partner Ben Carrozzi and London-based senior associate Christopher Aird.

Tomasz Rogalski commented:

“We were absolutely delighted to have assisted PGE Polska Grupa Energetyczna on projects and finance aspects of the 1.5 GW Baltica-2 offshore wind farm holdco financing in Poland. 
This transaction is a significant milestone for the Polish offshore wind programme and underlines PGE and Poland’s green energy transition ambitions. More than 40 lawyers across 5 offices at Norton Rose Fulbright assisted on this ground-breaking financing highlighting our ability to navigate complex financial structures successfully and on time.”

Rob Marsh commented:

“This is Norton Rose Fulbright at our very best – leveraging off of our expertise and experience gained in a one jurisdiction to help our clients develop and finance a first of a kind project in another. This is a real milestone in such an exciting jurisdiction and we are wholly committed to the future of Poland’s energy sector.”

The following streams were led by and included the following lawyers from Norton Rose Fulbright: 

• The financing documentation aspects of the transaction were led by Warsaw-based senior associate Daniel Popek, Singapore-based partner Ben Carrozzi and London-based senior associate Christopher Aird and included Warsaw-based partner Tomasz Rogalski, Warsaw-based senior associate Igor Kondratowicz, associates Karolina Lepakiewicz, Karolina Majcher, Jakub Wiatrzyk, Daniel Książek, Izabela Kręgiel, Przemysław Piasecki, Dominika Wojtkowska, Michał Rutkowski and lawyers Antoni Krzyżanowski, Wiktoria Jadczak and Natalia Rybak;
• The project documentation and legal due diligence stream of work was led by Warsaw-based senior associate Cezary Zawiślak and London-based partner Melusi Dlamini and included Warsaw-based partner Tomasz Rogalski, Warsaw-based counsels Artur Jończyk, Krzysztof Jasiński and Jan Wszołek, London-based counsel Suncica Miletic, London-based senior associate Zanib Beebi Deeny, Warsaw-based associates Paula Stępień, Mateusz Czuba, Martyna Orłowska, Aleksandra Szostak, Jan Nowjalis and Damian Pawlak, London-based associates Edward Davenport and Emily Allison, Warsaw-based lawyers Bartosz Odziemkowski, Nina Strzelczyk, Mikołaj Wołczyński, Natalia Rybak and Mikołaj Rydzewski and London-based lawyers Sebastian Ferguson and Mahika Gogi;
• The environmental, social and sanctions compliance analysis was led by Warsaw-based associate Karolina Lepakiewicz;
• Warsaw-based counsel Krzysztof Gorzelak, PhD, led the hedging aspects of the transaction and was supported by Warsaw associate Daniel Książek and lawyers Antoni Krzyżanowski, Wiktoria Jadczak and Natalia Rybak;
• Brussels-based partner Michael Jürgen Werner oversaw the state aid aspects and was supported by senior associate Katarzyna Berestecka, and associates Julia Kampouridi and Sebastian Gerber, all based in Brussels and Warsaw-based partner Tomasz Rogalski;
• French law arbitration aspects were led by partner Marc Robert, based in Paris.