Poland’s BESS Market: M&A Process from a Buyer’s Perspective

Executive Summary

Poland’s battery energy storage system (BESS) market is attracting growing investor interest, but transactions are often more complex than they first appear. While the acquisition process follows a familiar M&A structure, buyers are ultimately assessing something very different: whether a project can actually be built, financed and operated within a regulated environment.

In that sense, BESS M&A is not a separate transaction model. The legal steps remain standard offer, due diligence, signing and closing. What changes is the nature of what is being acquired. Project value depends heavily on land rights, grid connection, permitting status and regulatory classification, all of which must remain valid after closing.

For investors, this means that success in Polish BESS transactions is not driven by legal mechanics alone, but by a clear understanding of project maturity, regulatory requirements and development risk.

Is BESS M&A different from standard M&A?

In form, the process is the same. In substance, it is more complex.

In a typical acquisition, the focus is on financial performance and corporate structure. In a BESS transaction, value depends heavily on project-specific elements such as land rights, grid connection and permitting status. These are not secondary considerations, they are central to whether the project is viable at all.

What does the process look like in practice?

For buyers new to the Polish market, the process typically follows a structured but commercially driven sequence.

Step 1: Initial engagement and indicative offer
The process usually starts with early discussions between the buyer and the developer, including high-level information sharing and indicative pricing. This often leads to a non-binding offer (NBO), which sets out the main commercial terms and confirms the buyer’s interest before more detailed work begins.

Step 2: Exclusivity period
Once the NBO is accepted, the parties typically agree on an exclusivity period. During this time, the seller agrees not to negotiate with other potential buyers, allowing the buyer to proceed with due diligence in a focused and efficient way.

Step 3: Due diligence
This is the most important stage in a BESS transaction. In addition to standard financial and corporate review, the buyer needs to understand the real status of the project. In practice, this includes checking:

• whether the land (including cable route) is secured and usable,

• the status of grid connection (early-stage vs fully agreed),

• whether permits are already in place or still in progress,

• and whether the project requires a licence or only registration with the URE.

At this stage, the focus is not only on whether documents exist, but whether the project is realistically deliverable.

Step 4: Transaction structuring (often pre-RTB)
In Poland, many energy projects are sold before they reach ready-to-build (RTB) status. In these cases, the parties usually sign a preliminary share purchase agreement (PSPA). Under this structure, the developer continues to advance the project to RTB, and the final transaction is completed once agreed milestones are achieved.

Step 5: Signing and closing
Once due diligence is complete and terms are agreed, the parties move to signing the transaction documents. Depending on the structure, signing and closing may happen at the same time, or closing may be deferred until certain conditions (such as reaching RTB) are satisfied.

Step 6: Post-closing transition
After closing, the buyer takes control of the project and continues its development or prepares it for construction. At this point, the focus shifts from acquisition to execution.

How long does the process take?

There is no fixed timeline for BESS transactions in Poland, as timing depends on the quality and maturity of the project. A straightforward transaction with a well-prepared project can move relatively quickly. However, where due diligence identifies gaps, particularly in grid connection or permitting; the process can take longer.

In practice, most transactions fall somewhere between several weeks to several months, depending on complexity and readiness.

Key things to understand when entering a BESS M&A process

For investors entering the Polish BESS market, several practical points are particularly important. First, grid connection and permitting drive value. A project with only early-stage connection rights is fundamentally different from one with a signed connection agreement and advanced permits. This has a direct impact on both pricing and risk.

Second, due diligence should focus on deliverability, not just documentation. The key question is whether the project can realistically progress after acquisition. This includes checking timelines, milestones and consistency across documents.

Third, transaction structure matters. Pre-RTB transactions using PSPA structures are common, and buyers should understand how development risk is allocated between signing and closing. Finally, regulatory status should not be assumed. For example, under Polish rules, storage installations above 10 MW require a licence from URE, while smaller installations fall under a registration regime. These distinctions can affect both timing and operational requirements.

Public support and capacity market revenues after M&A

An often overlooked aspect of BESS transactions is how revenues are affected after the acquisition. Two elements should be considered separately: public funding (subsidies) and capacity market revenues.

For public support, the key issue is that funding is governed by specific agreements. These may include conditions related to ownership, reporting or project structure. In some cases, a change of control may require consent or even trigger repayment obligations. This is particularly relevant where support was granted based on the size of the company (for example, Small and Medium-sized Enterprises or SME status under EU rules), as this status may change after acquisition.

Capacity market revenues operate differently. Where the transaction is structured as a share deal and the same project company continues to operate, a change in shareholders does not automatically affect the capacity agreement. However, if obligations are transferred or restructured, separate rules apply.

The practical takeaway is straightforward: revenues should always be verified against the underlying contracts. They should not be assumed to remain unchanged, but neither should they be assumed to be lost.

Where Stora sits in the process

In BESS transactions, success depends on more than legal documentation alone. Buyers need access to the right projects, a clear view of development risk and a practical understanding of how project status affects value, timing and deal structure.

This is where Stora adds value. We support clients throughout the transaction process, from identifying and screening opportunities, through structuring and negotiation, to execution. In the Polish market, where grid status, permitting progress and project maturity can materially affect a transaction, our role is to help buyers navigate the process with a clear commercial view of what matters most.

Interested to learn more? Contact us.

Michał Ogiński
Chief Development Officer
michal@storaenergy.pl

+48 507 418 331

Shannon O’Connell
CEO & Co-Founder
shannon@storaenergy.pl

Date of Publication: 14 April, 2026

Follow Stora on Linkedin for
more updates :