Sebastien Bernard

Lead Counsel, Structured Finance (Middle East) | Renewable Energy, Green Hydrogen, Infrastructure Projects | 20+ years in high-value project financing, project development & M&A

Dubai, United Arab Emirates

About

Dual-citizen (English and French) project finance legal specialist with 20+ years of experience structuring and closing high-value infrastructure transactions across the Middle East, Africa, Europe, and Asia. Recognized for expertise in: - Complex project financing (debt, equity, hedges) and refinancing - Renewable Energy & Green Hydrogen (solar, wind, BESS, IPPs) - M&A and Joint Ventures in infrastructure Current Focus: Advising on the project financing aspects of EDF Power Solutions’ landmark renewables projects in the Middle East (from a legal standpoint), from term sheet negotiation to financial close. Key Strengths: ● Project Finance: - Led legal negotiations for debt, equity, and hybrid financing structures (senior debt, mezzanine financing, Islamic instruments). - End-to-End deal execution: from pre-bid financing commitments to post-bid financial close, including refinancing and restructuring. ● Project Development: Advised on bankability of project agreements (PPAs, EPC, O&M) and risk allocation. ● M&A & Corporate: Structured JV setups, acquisitions, and disposals for infrastructure assets.

Experience

  • EDF power solutions (Dubai, United Arab Emirates)
    • Lead Counsel - Structured Finance (Middle East)
      Mar 2025 - Present · 1 yr 4 mos

      Serving as principal legal advisor for the full project finance lifecycle of EDF's energy portfolio across conventional power, solar, wind, BESS, and green hydrogen projects in the GCC region. Key focus areas: ✔ Project Development: Drafting and negotiating equity bridge loans, senior debt term sheets, and credit support mechanisms to align lender requirements with sponsor risk appetite. ✔ Financial Close: Leading legal negotiations for full financing packages — including senior debt, equity docs (CTAs, ESRAs), hedging (IRS, FX swaps), and security arrangements. ✔ Refinancing & Restructuring: Advising on mini-perm refinancing and renegotiating lender covenants/tenor extensions.

    • Head of Legal Middle East | Development & Project Finance
      Feb 2021 - Jul 2025 · 4 yrs 6 mos

      Advising on end-to-end deal origination and execution for EDF Renewables’ solar, wind, and BESS projects — from consortium formation to financial close. ✔ Bid Development & Consortium Structuring: - Legal lead for competitive bids, negotiating consortium agreements (MOUs, JDAs, SHA) and optimizing SPV/O&M structures. - Risk assessment of project contracts from equity and bankability perspectives. ✔ Project Finance Execution: - Negotiated pre-bid lender commitments (term sheets, due diligence reports) and post-bid financing packages (senior debt, EBLs, hedging). - Worked with diverse lenders (commercial/Islamic banks, DFIs, ECAs) to achieve financial close. Key Closed Deals: - Abu Dhabi Al Ajban PV (1,500MW): $800M mini-perm (2024) - KSA Al Henakiyah 1 Solar: $650M dual-tranche (2024) - Oman Manah 1 PV: $350M ECA-backed facility (2023)

  • General Counsel at Veolia Middle East
    Aug 2014 - Feb 2021 · 6 yrs 7 mos

    Infrastructure Project Finance: - End-to-end legal leadership for desalination, wastewater, district cooling, and waste-to-energy projects - Structured and negotiated financing arrangements from project inception through financial close - Key advisor on bankability, risk allocation, and lender requirements M&A & Investments: - Led all aspects of M&A transactions including JVs, asset/share deals, and SPAs - Managed investment opportunities across the GCC region Structured Finance: - Directed capital raises, shareholder loans, and credit facilities - Primary legal interface for lenders' counsel and financial advisors Corporate Governance: - Oversaw all corporate matters, entity formations, and JV structuring

  • Legal Director, Middle East (2010-12) / Head of Legal & Structuring, Middle East - Asia (2013-14) at Dalkia Middle East
    Jan 2010 - Jul 2014 · 4 yrs 7 mos

    1. Led legal execution of M&A transactions across the Middle East and Asia, including acquisitions, JV formations, and asset/equity sales, with primary responsibility for drafting and negotiating shareholders’ agreements, SPAs, and asset purchase agreements 2. Managed all corporate legal matters for Dalkia’s Asia/Middle East entities, overseeing governance, entity maintenance, and regulatory compliance 3. Directed legal structuring for regional expansion, drafting and negotiating project agreements while implementing asset/operating company frameworks to optimize project finance outcomes

  • Senior Special Advisor to the Group General Counsel at Veolia Environnement
    May 2009 - Jan 2010 · 9 mos

    a) Follow-up of cross-border investment projects with capital expenditure worth € 10m and above: mainly acquisitions and infrastructure projects in the field of water, energy, transport and waste management. b) Carrying out of divestiture operations such as transfer of securities and sale of non-core assets within the framework of a program launched by the Group aimed at reducing its net financial debt by € 3bn for the years 2009-2011. c) Contribution to restructuring operations (China and other countries) aimed at regrouping locally under a single holding company all or part of the Group activities, including the subsequent sale of an equity stake in the holding company to third party investors such as institutional investors or private equity funds. d) Follow-up of all strategic projects for the Middle-East, Turkey, Africa (META) zone of the energy division of Veolia Group (Dalkia).

  • International Senior Counsel - Middle East & Asia at Dalkia International
    May 2007 - May 2009 · 2 yrs 1 mo

    a) Follow-up of investment and development projects (mainly in China, Bahrain, U.A.E., Hong-Kong, the Philippines, Macau) in the field of energy infrastructures (district heating / cooling networks, IPP projects, cogeneration plants, industrial utilities), including the following: - project structuring, taking into account bankability constraints, from the origin to financial closing; - conception of the investment schemes (consolidating / deconsolidating schemes), contracts engineering (concessions, BOT, DBO, construction, EPC, etc.), setting-up of specific project companies; - setting into place of structured financing (including Sharia’h compliant financing). b) Carrying-out M&A transactions (mainly in China, U.A.E. and Bahrain): acquisitions and transfer of securities, equity investments, assets transfers, setting-up of joint-ventures, increase of capital operations, etc. c) Project documents drafting and negotiation. d) Selection, supervision and coordination of legal services outsourced to law firms.