Lender-focused legal due diligence guide for Romanian renewable energy projects, covering land, grid, ANRE, EPC, revenue, security, direct agreements and bankability.
Lender due diligence for Romanian renewable energy projects is a bankability audit. It tests whether land, grid, permits, ANRE approvals, EPC, revenue contracts, security and direct agreements support debt service.
Executive answer
Lender due diligence for Romanian renewable energy projects is a bankability audit. It tests whether land, grid, permits, ANRE approvals, EPC, revenue contracts, security and direct agreements support debt service under prudent assumptions.
Investor reading map
| First question | Can the project reach COD without a legal or grid blocker? |
| Second question | Can the revenue model support debt service under downside assumptions? |
| Third question | Can the lender preserve and enforce project value after default? |
1. Executive summary
Lender due diligence for renewable energy projects in Romania is more demanding than buyer-side legal due diligence.
A buyer may accept some development risk if the price is attractive. A lender usually cannot. The lender needs a project that can support repayment of debt within a predictable legal, technical and commercial framework.
A bankable Romanian renewable project should normally pass eight core tests:
| Lender test | Key question |
| Project company | Is the borrower clean, solvent, properly authorised and ring-fenced? |
| Land | Are land rights enforceable for the full debt tenor and capable of being secured? |
| Permits | Are environmental, construction and sector permits valid, final and aligned with the project? |
| Grid | Are ATR, grid connection agreement, connection tariff, guarantees and reinforcement works bankable? |
| ANRE | Are establishment authorisation and operating licence path clear? |
| Construction | Is the EPC contract fixed-price, date-certain and performance-backed? |
| Revenue | Are CfD, PPA, merchant, BESS or balancing revenues legally robust and financeable? |
| Security | Can the lender take and enforce effective security over shares, accounts, receivables, land rights, project contracts and insurance proceeds? |
In 2026, the biggest lender-side risks in Romania are:
2. Why lender DD is becoming more important in Romania
Publicly announced transactions show that lenders are increasingly willing to finance Romanian renewable energy projects, but only where the structure is robust.
In March 2026, Enery reached financial close on a EUR 460 million syndicated green project financing for the Ogrezeni hybrid project in Giurgiu County, combining 761 MWp / 534 MW AC solar PV with more than 1 GWh of battery storage. The lender syndicate included UniCredit, Intesa Sanpaolo Group, ING, Banca Transilvania, National Bank of Greece (Cyprus), Exim Banca Românească and Alpha Bank.
In February 2026, Scatec reached financial close for its 190 MW Dobrun & Sadova solar portfolio in Romania. The projects are supported by a 15-year CfD with OPCOM covering approximately 70% of estimated production, with the remainder sold on the Romanian wholesale electricity market. BCR reported that the total financing package was approximately EUR 121 million, provided by BCR, the European Investment Bank and the European Bank for Reconstruction and Development, with BCR providing EUR 42.5 million through long-term financing, VAT and construction-phase credit facilities.
Also in February 2026, BCR and Erste Group provided EUR 58.5 million financing for Greenvolt Power’s 49.8 MW onshore wind project in Săcele, Constanța County, with construction expected to be completed in Q2 2026.
3. Lender DD is different from buyer DD
Buyer due diligence asks: “What am I buying?”
Lender due diligence asks: “What can I rely on if the project underperforms?”
That creates a different mindset.
A buyer may accept that the project will obtain an ANRE establishment authorisation after closing. A lender may require it as a condition precedent to first drawdown.
A buyer may accept a PPA with some open imbalance issues. A lender will ask whether the PPA revenue can support debt service after imbalance costs, curtailment and negative-price exposure.
A buyer may accept a project with partial route rights. A lender will ask whether the cable route is legally secured for construction, operation, enforcement and step-in.
A buyer may value BESS upside. A lender will ask whether BESS revenue is contracted, technically qualified, licensed and realistically available.
This is why lender DD must be stricter, more conservative and more cash-flow oriented.
4. The Romanian lender DD framework
For a Romanian renewable energy project, lender due diligence usually covers:
The legal report should not only list documents. It should classify risks by impact on construction, COD, revenue, debt service and enforcement.
5. Corporate and borrower due diligence
The lender’s first question is whether the borrower is a clean, financeable SPV.
A Romanian project SPV should normally be ring-fenced. It should not carry unrelated debt, operating liabilities, historic disputes or hidden development obligations.
Lender DD should check:
The lender will also care about change-of-control and transfer restrictions. If the project was acquired from a developer, the lender should confirm that no undisclosed earn-out, success fee or vendor lien affects the borrower.
Real Romanian risk
Many renewable SPVs are clean in the trade registry, but not necessarily clean economically. Side letters, development agreements, land aggregator success fees or consultant mandates may survive after closing. For a lender, this is not just an M&A issue. It is leakage risk.
6. Sponsor due diligence
In project finance, sponsors matter.
The Enery Ogrezeni financing is a useful public example: Enery itself described the transaction as reflecting strong lender appetite for well-structured hybrid renewable projects and strong sponsors.
Lenders will usually assess:
Where the project is still under construction, lenders may require sponsor support until COD. This can include equity commitment letters, cost overrun support, completion undertakings or subordinated shareholder loans.
Practical point
A strong sponsor can make a complex Romanian project financeable. A weak sponsor can make even a good project difficult to finance.
7. Land due diligence from a lender perspective
Land due diligence is stricter for lenders because land rights must support the full debt tenor and enforcement scenario.
The lender should verify:
For solar and BESS projects, the lender should never review only the main project land. It must also review:
A project may have secured the PV land but not the cable route to the 110 kV or 400 kV station. From a lender’s perspective, that is a major bankability issue. A project that cannot evacuate electricity cannot service debt.
Lender requirement
Land rights should be capable of being secured, assigned or stepped into. If the borrower defaults, the lender or replacement operator must be able to access, operate and transfer the project.
8. Permitting and environmental due diligence
A lender will require permits that are valid, final, enforceable and aligned with the project actually being financed.
The legal review should cover:
For BESS, the European Commission’s 2026 approval of Romania’s EUR 150 million storage scheme confirms the policy importance of storage, but it also means lenders will pay close attention to storage-specific environmental, fire safety and state-aid conditions. The scheme supports at least 2,174 MWh of new standalone battery storage through direct grants financed by the Modernisation Fund, with beneficiaries selected through competitive tendering.
Real Romanian risk
A project may be financed as PV + BESS, but the environmental act and building permit may cover only PV. In that case, the lender should treat BESS revenue as unbankable until the BESS component is fully permitted.
Lender requirement
The financed project must match the permitted project. If the technical adviser’s design differs from the legal permits, the discrepancy must be cured before drawdown or treated as a condition subsequent with strong controls.
9. Grid connection due diligence
Grid due diligence is the heart of lender due diligence in Romania.
The relevant legal framework still starts from ANRE’s grid connection rules, including Order 59/2013 and subsequent amendments; ANRE’s archived English page identifies Order 59/2013 as the regulation on connection to public-interest electricity networks.
A lender will usually require:
A lender will rarely be comfortable with an ATR alone. The grid connection agreement is usually essential because it contractualises works, costs, deadlines and responsibilities.
Reinforcement risk
The lender must understand whether connection depends on:
If the project can be built but not energised before grid works are completed, debt availability should be linked to grid milestones.
10. Capacity allocation and new grid guarantees
The Romanian capacity allocation framework is now central for projects of at least 5 MW.
Transelectrica’s procedure under ANRE Order 53/2024 governs annual auctions for grid capacity allocation for generation sites of at least 5 MW, including storage and combined consumption-generation points, with capacity available at 220/400 kV transmission level and 110 kV distribution level by network zones. ANRE later approved Order 79/2025, amending Order 53/2024 and preparing implementation from 1 January 2026.
This matters for lenders because allocation risk is not theoretical. If a project has not secured grid capacity, it may not be financeable.
The April 2026 ANRE reform direction is also critical. ANRE announced a package including a new guarantee for capacity allocation auction participation, an increase of the connection guarantee from 5% to 20% of the connection tariff, and an establishment-authorisation guarantee of EUR 30/kW installed.
Lender questions
The lender should ask:
Is the project grandfathered or subject to capacity allocation? Has capacity allocation been secured? Has the allocation contract been signed? Are payments due? Are guarantees constituted? Can guarantees be enforced? Are guarantees included in project cost? Are guarantee costs funded by equity or debt? What happens if capacity is reduced or lost? Practical conclusion
11. ANRE licensing due diligence
ANRE licensing is another lender-critical item.
ANRE’s official page states that electricity-sector licences and authorisations are granted under the regulation approved by ANRE Order 6/2025, published in the Official Gazette on 26 March 2025 and amended by Order 26/2025.
For renewable projects, lender DD should cover:
A BESS project may require more than a storage authorisation. If the revenue model includes trading, balancing, aggregation or portfolio optimisation, the lender must check whether the SPV or relevant market participant has the necessary rights and qualifications.
Lender requirement
For construction financing, establishment authorisation may be a condition precedent. For term conversion or COD, the operating licence and grid connection certificate should be conditions.
12. Construction and EPC due diligence
The EPC contract is one of the most important documents for lenders.
Public Romanian transactions show that EPC structure is central to financing. In the Scatec 190 MW solar portfolio, Defic Globe provides EPC services while Scatec provides O&M and asset management services. In the Enery Ogrezeni hybrid financing, the size and complexity of the 761 MWp solar plus 1 GWh BESS project make construction interface and completion risk central to lender analysis.
Lender EPC DD should check:
A project may be “ready to build” legally but not “ready to finance” if the EPC contract is weak. A lender will want to see date certainty, price certainty and performance certainty.
BESS EPC
For BESS, lender DD must also review:
14. Revenue due diligence: CfD, PPA, merchant and BESS
Revenue DD is where lender analysis becomes most commercial.
Romania’s CfD scheme is highly relevant. The EBRD states that Romania’s two-way CfD scheme provides long-term revenue stability to developers and strengthens market integration of renewables. The second auction awarded 2,751 MW, bringing the first and second auction total to 4.2 GW, with solar PV bids as low as EUR 35/MWh.
For lenders, this means CfD-backed projects may be more bankable than purely merchant projects, but only if CfD compliance is robust.
14.1 CfD-backed projects
Lender DD should cover:
Scatec’s 190 MW project illustrates the lender logic: roughly 70% of estimated production is covered by a 15-year CfD, while the remaining production is sold on the wholesale market. This is the type of blended revenue structure lenders can model more clearly than fully merchant exposure.
14.2 PPA-backed projects
For PPAs, lenders should review:
15. Guarantees of origin and ESG revenue
Guarantees of origin can matter for PPAs and ESG reporting.
EY notes that Romania’s guarantees of origin regime is evolving from a traceability instrument toward a more operational market tool; ANRE obtained AIB observer status at the end of November 2025, Romania targets full AIB membership from 1 June 2026, and a fully functioning standardised GO market is targeted for 1 January 2027.
For lenders, GO revenue should be treated carefully.
Unless the project has a clear contractual right to monetise GOs, GO upside should usually remain outside the conservative base case.
For PPA-backed projects, the lender should check:
16. State aid and grant due diligence
Romanian renewable projects may benefit from:
The European Commission approved Romania’s EUR 3 billion CfD support scheme for onshore wind and solar PV in March 2024. The Commission also approved the 2026 EUR 150 million Romanian storage scheme for at least 2,174 MWh of new standalone BESS.
Lender DD should check:
State aid can improve economics but reduce flexibility. A lender must know whether enforcement, share pledge enforcement, project transfer or change of control could trigger clawback or consent requirements.
17. FDI, merger control and regulatory approvals
Renewable energy and grid infrastructure may fall within sensitive sectors for investment screening.
Romania’s FDI screening regime was amended by GEO 17/2026, applicable from 13 March 2026. The mandatory filing threshold increased to EUR 5 million, but sub-threshold investments may still be examined where national security concerns arise, and asset deals in sensitive sectors are expressly included.
The International Bar Association’s March 2026 summary also notes that the revised regime captures energy, infrastructure and strategic technologies, and introduces aggregation rules for related transactions carried out within one year.
For lenders, FDI matters in three ways:
Finance documents should include conditions precedent, representations and covenants covering FDI and merger control compliance.
18. Insurance due diligence
Insurance is not a formality in renewable project finance.
The lender should review:
For BESS, insurance availability can be affected by technology, safety design, separation distances, fire suppression and operating regime.
A project with weak BESS fire protection may face higher premiums, exclusions or lender objections.
19. Security package
A lender’s security package for a Romanian renewable project will usually include:
The enforceability of each security item must be checked under Romanian law.
Practical lender issue
If the project land is leased, the lender may not be able to take a classic mortgage over ownership. It may need security over contractual rights, superficies, receivables and step-in rights.
20. Direct agreements and step-in rights
Direct agreements are central to lender bankability.
They should be obtained from:
Direct agreements typically provide:
Without direct agreements, a lender may have security on paper but limited ability to preserve project value after default.
21. Conditions precedent to first drawdown
A lender will typically require CPs such as:
For construction financing, lenders may allow some items to be conditions subsequent, but only if they do not threaten COD, security or debt service.
24. Lender risk matrix
| Risk | Lender concern | Typical mitigation |
| ATR without GCA | Connection not fully contractualised | GCA as CP |
| Reinforcement works | COD delay | Grid milestone CP / reserve |
| Capacity allocation | Loss of grid capacity | Allocation contract and payment proof |
| 20% connection guarantee | Capital blocked / enforcement risk | Funded guarantee and covenant |
| Missing ANRE authorisation | Construction/licensing gap | Establishment authorisation CP |
| Missing cable route | Project cannot connect | Route rights CP |
| Permit mismatch | Illegal construction / delay | Permit matrix |
| EPC weak LDs | Uncovered delay exposure | Bankable LDs and security |
| BESS revenue speculative | Debt not supported by cash flow | Contracted revenue or conservative sizing |
| Weak PPA | Revenue risk | Credit support / direct agreement |
| CfD breach | Loss of support | CfD compliance CP/covenants |
| State aid clawback | Repayment risk | State aid legal opinion |
| FDI clearance | Closing/enforcement delay | FDI CP and covenant |
| Insurance exclusions | Uncovered casualty risk | Lender-approved insurance |
| Security gaps | Weak enforcement | Full Romanian security package |
25. Practical lender DD checklist
- Project company Clean SPV?
- No unrelated debt?
- No hidden fees?
- No litigation?
- Shareholder loans subordinated?
- Corporate approvals valid?
- Land Full project land secured?
- Cable route secured?
- Rights registered?
- Debt tenor covered?
- Security possible?
- Step-in possible?
- Permits Environmental act valid?
- Building permit valid?
- BESS/fire safety covered?
- No challenges?
- No expiry risk?
- Project design aligned?
- Grid ATR valid?
- GCA signed?
- Connection tariff final?
- Payments made?
- Guarantees issued?
- Reinforcements clear?
- Curtailment understood?
- Capacity allocation secured?
- ANRE Establishment authorisation issued?
- Licence path clear?
- Storage included?
- Extension risk?
- No sanction/suspension risk?
- Construction EPC fixed-price?
- Date-certain?
- Delay LDs?
- Performance LDs?
- Bonds?
- Parent guarantee?
- Direct agreement?
- Interface risks covered?
- Revenue CfD/PPA/merchant/BESS split?
- Base case and downside case?
- PPA credit support?
- GO treatment?
- Imbalance costs?
- Curtailment?
- Negative prices?
- Security Shares?
- Accounts?
- Receivables?
- Land/superficies?
- Equipment?
- Contracts?
- Insurance?
- Direct agreements?
26. Conclusion: lender DD is a bankability audit
In Romania, lender due diligence for renewable energy projects is not a legal formality.
It is a bankability audit.
The lender must determine whether the project can move from development to construction, from construction to COD, and from COD to stable debt service.
That requires a legal review of land, permits, grid, ANRE, EPC, O&M, revenue contracts, state aid, FDI and security. But it also requires a commercial understanding of how these documents interact.
A valid ATR is not enough. A signed PPA is not enough. A building permit is not enough. A BESS financial model is not enough.
For a lender, the project is bankable only when the legal structure supports the financial model.
In Romania’s 2026 renewable energy market, the strongest projects will be the ones that can prove not only that they exist on paper, but that they can connect, operate, generate revenue and repay debt.
That is the standard lender due diligence must apply.
Related reading and services
This article is part of the Romanian energy law content cluster. For the commercial route into a mandate, start with Energy Law in Romania and the Renewable Energy Legal Services page.
How Grigorescu Partners can help
Grigorescu Partners assists investors, developers, lenders and project owners with Romanian renewable energy projects, including legal due diligence, grid connection review, ANRE licensing, PPAs, EPC and O&M contracts, project acquisitions, project finance support and transaction execution.
If you are assessing a Romanian renewable energy project, the useful question is not only whether the project has documents. The useful question is whether those documents work together as a buildable, financeable and monetisable energy asset.