From NDA to SPA: The Real Path of a Renewable Deal in Romania

When an investor from abroad asks me how long it takes to buy a renewable project in Romania, I always answer with a question: how prepared are both sides? A deal can move in a few months, or it can drag for a year. The difference is rarely the market. It is almost always the process, and how well each side understands it from the start.

Every transaction starts with an NDA (Non-Disclosure Agreement). It sounds like a formality, but it sets the tone. A clear NDA, signed quickly, tells the other side that you are serious. One that goes back and forth for three weeks over small clauses usually predicts how the rest of the deal will go.

Once it is signed, the investor gets access to the VDR (Virtual Data Room), where the project's documents are kept: land titles, the ATR (Aviz Tehnic de Racordare, the technical grid connection permit), the zoning plan, the environmental decision, the building permit, studies and contracts. This is the moment for a first, honest reading. Not a full due diligence yet, but enough to know whether the project is what the teaser said it was.

If it is, the next step is an NBO (Non-Binding Offer). It states the price, the structure and the main conditions, without committing either side. A good NBO is short and precise. It should already show how the investor sees the risks, because those risks will come back in every later discussion.

When the seller accepts the NBO, the parties usually agree on a period of exclusivity and the real work begins: DD (Due Diligence). Legal, technical, and sometimes financial and tax advisers go through every document in the data room. In my experience, this is where most time is lost, and almost always for the same reason: documents that are missing, outdated or inconsistent. A project that arrives already structured for due diligence can save weeks here, sometimes months.

The findings of the DD then shape the SPA (Share Purchase Agreement), the binding contract by which the investor buys the company that owns the project. Here the conditions precedent are set, the guarantees given by the seller, and the way the price is paid, often in stages linked to milestones still to come.

Signing the SPA is not always the end. Between signing and closing there can be approvals that foreign investors sometimes forget. For larger deals, clearance from the Consiliul Concurenței (the Romanian Competition Council) may be needed. For investors from outside the European Union, energy is a sensitive sector and the transaction may need to go through Romania's foreign direct investment screening. And if the project already holds a licence from ANRE (Autoritatea Națională de Reglementare în Domeniul Energiei, the national energy regulator), its situation must be checked as part of the deal. None of these steps is a problem if it is planned from the beginning. All of them become a problem if they are discovered at the end.

So where does BRES ENERGY fit in this path? Our job is to shorten it without cutting corners. The projects we present come with their documents already organised and reviewed, and our team stays with the investor from the first NDA to closing. Because we are also investors ourselves, we know exactly which questions will be asked at each step, and we prefer to answer them before anyone needs to ask.

A good deal in Romania is not a fast deal or a slow one. It is a deal where both sides know, from the first day, what comes next.