Withers has guided Mitsubishi HC Capital through a USD460 million renewable‑energy portfolio purchase, creating a 50‑50 joint venture with Brookfield Asset Management known as MHBF Renewable Holdings.
Deal structure and asset base
The joint venture will acquire and hold operating solar and wind projects across Spain, France, Ireland, Sweden and the United Kingdom. The transaction required moving existing assets into the newly formed partnership and establishing a multi‑jurisdiction holding arrangement. A UK‑incorporated holding company sits at the top, with separate acquisition vehicles set up for each country.
Withers’ advisory team, led by Tokyo partners Kazumitsu Goto and Ean MacPherson, together with Paul McGrath in London, handled deal structuring, due‑diligence review, and negotiation of key documents. Those documents included the shareholders’ agreement, master share purchase agreement, seed asset purchase agreements, tax deeds, master service agreements and funding documents. The firm also arranged warranty and indemnity insurance for the client.
Regulatory and tax considerations
After signing, Withers continued to advise Mitsubishi HC Capital on regulatory filings, including merger and foreign‑direct‑investment paperwork required before the capital infusion. The advice will remain in place until all purchase steps are completed.
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MacPherson noted the transaction’s multi‑jurisdictional scope as a primary challenge. “With the projects located in so many different jurisdictions, a key issue … was to achieve the optimum structure for the holding and operation of each project, based on corporate, projects, energy and tax considerations,” he told Asia Business Law Journal. The final framework blends these factors with country‑specific issues, aiming to let the parties manage the current portfolio and add new assets in the future.
The EUR400 million injection serves as the initial capital, with phased investments slated for additional renewable assets. Mitsubishi HC Capital indicated the joint venture may look beyond Europe, eyeing opportunities in Australia as well.
According to the filing, MHBF Renewable Holdings is slated to launch in the second half of 2026, pending required approvals and standard closing conditions.
Looking ahead, the structure could set a precedent for cross‑border renewable‑energy investments, especially as investors seek to handle differing tax regimes and regulatory settings. If the joint venture can streamline these complexities, it may encourage similar collaborations in regions where policy environments are less uniform.
