Withers has advised Japan’s Mitsubishi HC Capital on a EUR400 million (USD460 million) renewable energy portfolio acquisition via a joint venture investment platform established with Brookfield Asset Management.
The 50:50 joint venture investment platform, known as MHBF Renewable Holdings, would acquire and hold green energy assets, Withers said. It will begin with a portfolio of operating solar and wind projects in Spain, France, Ireland, Sweden and the UK.
The transaction involved moving assets into the newly established joint venture structure. It also called for a multi-jurisdiction holding arrangement, including a UK-incorporated holding company and a series of acquisition vehicles for each jurisdiction.
Withers advised on all aspects of the transaction, with the team led by Tokyo-based partners Kazumitsu Goto, Ean MacPherson, head of projects and energy in APAC, and Paul McGrath in London.
“Our team has advised Mitsubishi HC Capital on all aspects of the transaction; deal structuring, review of due diligence reports prepared in each target country, negotiation of a number of transaction documents, including the shareholders’ agreement, master share purchase agreement, and seed asset purchase agreements prepared for the sale in each target country, as well as tax deeds, master service agreements and funding documents. We also advised the client on the purchase of warranty and indemnity insurance,” Goto told Asia Business Law Journal.
“After the deal has been signed, we are providing regulatory advice [to] the client, in particular the merger filings and FDI filings that needs to be completed before Mitsubishi HC Capital makes its investment into the joint venture company and in the assets that will be purchased. Our team will continue providing advice to Mitsubishi HC Capital until all contemplated purchases are completed.”
MacPherson said one of the main challenges was the transaction’s multi-jurisdictional scope.
“With the projects located in so many different jurisdictions, a key issue in the transaction was to achieve the optimum structure for the holding and operation of each project, based on corporate, projects, energy and tax considerations. The ultimate structure took into account all these factors, as well as country-specific issues relating to each project. The framework established in the deal will now allow the parties to securely manage the existing project portfolio, as well as to build the portfolio through future acquisitions,” he told ABLJ.
The EUR400 million provides an initial capital injection, with further phased investment to follow for the purchase of additional renewable energy assets. Mitsubishi HC Capital said the joint venture platform might look at acquiring further assets in Europe and Australia.
Mitsubishi HC Capital said the joint venture was expected to officially launch in the second half of 2026, subject to obtaining the necessary approvals and satisfying customary closing conditions.
