How to price and prepare an energy-project exit: ATR, RTB, COD, due diligence, SPAs, milestone payments and risk allocation.
There is no official rate card or universal EUR/MW price for Romanian energy projects at ATR, RTB or COD. Value depends on the legal, technical and commercial risks eliminated by the transaction date and the capital still needed to complete the asset. A project holding an ATR may be worth less than its nominal capacity suggests if the ANRE authorisation is close to expiry, land rights are incomplete or connection works depend on future investment. In 2027–2028, exit preparation should start with evidence of actual maturity, not a headline multiple.
What do ATR, RTB and COD mean to an investor?
ATR stage usually indicates a valid grid connection approval, but it does not imply a buildable project. RTB (ready-to-build) is a commercial term rather than an ANRE certification automatically guaranteeing a complete project; its precise meaning belongs in the LOI or SPA. COD (commercial operation date) refers to an operational milestone, although transaction and finance contracts may impose specific additional tests. These labels must not be mistaken for an objective measure of legal maturity.
The buyer examines land, planning, environment, building permit, ATR, connection agreement, ANRE licensing, guarantees, technical studies, EPC, network-works timetable and SPV status. The Connection Regulation and the 2026 reform impose grid-rights survival deadlines that may be invisible in a teaser.
Why can two projects with the same MW have different prices?
Value must be decomposed into secured rights, remaining development costs, probability of delay, permitting risk, financing cost and revenue scenarios. An ATR-backed 100 MW project with an unpermitted connection line or an establishment authorisation near expiry is not comparable to a 100 MW project with documented infrastructure and an executable calendar.
Technical denominations matter too. PV MWdc versus MWac, export capacity, BESS MWh and battery duration cannot be treated as the same pricing unit. An apparent “EUR 30,000/MW” quotation may be incomparable with another if sellers retain different liabilities or the allocation of the connection tariff differs.
Which documents improve the seller’s leverage?
A seller commissioning vendor due diligence can demonstrate not only the existence of documents but their legal consistency. The data room should hold all ATR versions and amendments, guarantee evidence, solution studies, the connection agreement and addenda, planning files, environmental documents, land and cable-route rights, corporate documents and intra-group financing agreements.
For 2027, the transitional establishment-authorisation deadline matters for historical grid agreements covered by Order No. 15/2026. A sophisticated buyer will not pay full value for rights that may lapse before closing. The exposure must be remediated, secured or allocated contractually.
Share deal or asset deal: which is preferable?
Buying the SPV shares can preserve the same legal entity as holder of the permits and contracts, but also transfers exposure to that company’s corporate, tax and dispute history. An asset deal may isolate certain corporate risks, yet transferability of every parcel, permit, agreement and grid right must be evaluated individually. Do not assert that an ATR can always be assigned independently without considering operator rules and applicable law.
An SPA should address permit and consent conditions precedent, conduct between signing and closing, milestone-based price adjustments, title and compliance warranties, indemnities and retention mechanisms. Where an ANRE deadline falls between signing and closing, the parties must allocate the filing duty, guarantee cost and risk of losing the right.
How can price be structured around outstanding risks?
Options include an adjusted fixed price, staged milestone payments, earn-outs, escrow, retention, conditions precedent or deferred closing. The milestones must be objective: issue of a building permit, grant of ANRE authorisation, conclusion of a connection agreement, completion of specific infrastructure or clearly defined COD. “Payment on RTB” is inadequate if RTB has no negotiated definition.
Risk cannot be managed solely through a generic seller warranty. Ask whether the seller will have resources to meet an indemnity after closing and whether the SPV can comply with statutory obligations between milestones. In some transactions, holding back part of the price is more effective than litigating a missed deadline later.
How can a developer justify price without invented comparables?
Do not market non-public or anecdotal offers as reliable “market benchmarks”. An individual valuation should stress-test completion cost, time to COD, CAPEX, connection cost, projected revenue, finance structure and regulatory exposure. ANRE pipeline data illustrates market development competition, not completed transaction prices.
An Exit Readiness Report should bridge the seller's asking price with the value defensible under buyer diligence. For foreign investors, distinguish EUR/MWac, EUR/MWdc and EUR/MWh, land status and the remaining costs borne by the buyer.
Hypothetical example: the investment decision
*Hypothetical example, not a reference to an actual project.*
Two hypothetical developers offer 50 MWac PV projects. The first holds an ATR but still has major permitting tasks; the second has construction permits, access rights, cable easements and a connection agreement without an imminent deadline. Applying the same price per MW ignores differences in risk and remaining capital. This example assigns no actual transaction price: it illustrates why milestones and documentary maturity can materially change negotiation.
Developer Action Checklist: what should be checked in the next 30–90 days?
1. Define ATR stage, RTB and COD legally before using them in a teaser or SPA. 2. Prepare vendor DD and a complete data room covering land, grid, permits, guarantees and SPV history. 3. Review 2027 deadlines and downside scenarios for the survival of project rights. 4. Choose share or asset sale after examining transferability and liabilities, not as a default preference. 5. Link price structure and SPA protections to measurable, financeable milestones.
Conclusion and next steps
Request a project-specific assessment. Grigorescu & Partners can review the key documents and prepare a focused risk, deadline and action report. Discuss a mandate or Email us the project details.
Primary sources and verification date
*Analysis updated on 12 October 2026.*
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Editorial note: For general information, not project-specific legal advice. Applicable rules depend on project history, documents, contracts and subsequent amendments.
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