In November 2025, White & Case announced their involvement in a landmark ‘US$7 billion investment to power Syria’s energy transformation’.
When complete, the project will produce eight new power plants across Syria with a combined generation capacity of 5,000 MW, which UCC claims will provide 50 per cent of Syria’s energy needs when complete in three years.
Four of these plants will be high efficiency, gas-fired combined-cycle power plants, and the other four will be solar (PV) installations.
White & Case’s work spanned advising a consortium of international investors (led by UCC Holding (Qatar) alongside Kalyon G.I.S. Energy (Türkiye), Cengiz Energy (Türkiye), and Power International (US)) on:
- The structure of their US$7bn investment in the context of complex legal and regulatory issues
- Negotiating PPP terms
- Drafting power purchase agreements with Syrian state counterparties (the Ministry of Energy of the Syrian Arab Republic and the Public Establishment for Transmission and Distribution of Electricity) to recoup their investment
This article breaks down why this project is important for Syrians, how the investment was structured, and the role White & Case played in making this happen.
Why does Syria need energy?
In 2011, civil war struck Syria between the ruling Ba’athist regime, led by Bashar al-Asaad, against a civilian uprising supported by armed militias. Through both targeted and indirect attacks, Syria’s access to energy was left in shambles over the 14 years of war which ensued.
The destruction of electrical infrastructure and transmission lines had incapacitated more than 50 percent of Syria’s electrical grid. This was compounded by critical shortages in gas and fuel, largely due to international sanctions and the loss of major oil and gas fields to rebel factions, and heavy damage to power plants, culminating in a 75% decrease in electricity output between 2011 and 2023.
Resultantly, civilians in major cities were limited to just 2-4 hours of electricity per day. In rural areas, complete blackouts were unsurprising, posing a huge barrier to operating hospitals and industrial activity.
The country’s GDP shrank to less than half of its value since the start of the conflict, and unemployment had tripled by 2025.
In December 2024, a rebel coalition led by Hayat Tahrir al-Sham (HTS) launched a rapid offensive culminating in the fall of Damascus and the flight of Bashar al-Assad to Russia, ending over five decades of Ba’athist rule.
This transitional government, now still in power, inherited an energy sector reduced to a fraction of its pre-war capacity, having sustained US$40bn in direct losses, and in which rebuilding that infrastructure became the defining economic challenge of the post-war era.
This is where the private sector steps in.
Private sector involvement in Syria…?
One issue facing investors was the lack of cohesive and reliable governmental frameworks to facilitate foreign investment in energy infrastructure.
After the Ba’ath party rose to power in 1963, socialist policy overtook Syria, leading to the nationalisation of key industries including banking and power production.
In 1964, Syria passed Legislative Decree No. 133 of 1964 which limited licenses for hydrocarbon exploration and investment to the Syrian government.
Socialist policy eased upon Bashar Al-Assad’s incumbency from 2000, where neoliberal reforms included opening the door to international, private sector investment.
Nevertheless, the energy sector remained tightly under government control. Foreign involvement was limited to state-led joint ventures (JV), such as those involved in the upstream discovery and extraction of oil and gas, including the Al-Furat Petroleum Company, which operated within a state-centered production-sharing framework.
The government retained licensing control, government-affiliated bodies remained the principal public partner, and the state retained royalties and resource control, severely limiting the role foreign entities played.
Whilst legislation was passed in 2010 which restructured the electricity sector and allowed private foreign investment in generation and distribution, this excitement was shortlived.
War broke out the next year, followed by sanctions and escalating insecurity, causing most international companies to suspend, withdraw, or avoid projects in Syria.
The result was a post-war reconstruction with little functioning tradition of private infrastructure investment in energy or concession agreement enforcement. Decades of Ba’athist nationalisation, compounded by a liberalisation effort cut short by war, left Syria without the legal frameworks, regulatory institutions, or commercial track record that private capital generally requires.
Frameworks for international investment
Following regime change in December 2024 and subsequent easing of most US, EU, UK and UN sanctions, Syria’s transitional government opened its arms to huge post-war inflows of foreign investment, particularly from Qatar, Saudi Arabia, Turkey and the US, into critical infrastructure including power plants, airports, roads and ports as well as into the extraction of its 2.5 billion barrels of proven oil reserves.
Rebuilding the energy sector required constructing, essentially from scratch, the institutional architecture through which foreign investment could be reliably routed through. According to White & Case, the team:
…guided the consortium through complex legal, regulatory, contractual and PPP structuring issues, delivering a robust framework aligned with international standards for performance, efficiency and environmental and safety compliance. The Firm’s advice enabled the consortium to navigate the intricacies of the Syrian regulatory environment and establish a new model expected to catalyze further international investment…
The details surrounding the structure of this ‘framework’ and ‘new model’, and how they align with international standards, are scarce. However, we can analyse the substance of their work to better understand what project lawyers do.
Structure of the deal
There are 3 features we’ll explore that are common to many key infrastructure investments:
- The consortium of investors
- The Public Private Partnership (PPP) structure
- The power purchase agreements
The consortium of investors
A consortium is a group of companies who come together for a specific project, pooling their capital and expertise whilst apportioning risk, and remain independent outside of that project. Members of this consortium included:
- UCC Holding through UCC Concessions Investment (Qatar)
- Kalyon G.I.S. Energy (Türkiye)
- Cengiz Energy (Türkiye)
- Power International (US)
A consortium typically form a Special Purpose Vehicle (SPV), a new legal entity set up purely to manage the project, and into which each member contributes their agreed share and gets a stake in the SPV in return.
The SPV is the entity which signs key contracts, like the power purchase agreements, construction contracts, or financing arrangements.
SPVs are used primarily because they mitigate risk; losses or legal liability arising from this project are ring-fenced to the SPV, meaning disaffected parties have little recourse to individual members of the consortium.
In this case, members of the consortium each contributed unique value to the project:
- UCC Holding
UCC Holding is the lead sponsor of the project, meaning they take primary responsibility for negotiations and structuring the project, whilst being entitled to a larger shares of profits.
UCC Holding is part of Power International Group, one of Qatar’s largest privately held conglomerates. This offers the consortium credibility for outside investment as well as amongst the Syrian government, especially with the implicit backing of the Qatari government in achieving their stated goal of revitalising the Syrian economy.
UCC Holding made its investment through its subsidiary UCC Concessions Investment, a company which specialises in energy concessions and construction, and who offers the legal expertise and experience needed to originate and hold long-term PPP contracts.
2. Kalyon G.I.S Energy
Kalyon Energy has proven and substantial construction experience in large-scale renewables projects, including Karapınar solar power plant in Konya, one of Turkey’s largest renewable energy projects, bringing relevant expertise to the consortium’s plans for four solar plants.
Kalyon Energy also brings substantial economic backing through links with Kalyon Holding, one of Turkey’s large conglomerates.
3. Cengiz Energy
Cengiz Energy brings direct construction and operational expertise to the four Syrian combined-cycle gas plants, with a track record including Cengiz Enerji Samsun Combined Cycle Plant, one of the most efficient power plants in the world.
Cengiz energy has worked closely with Siemens in past projects, including in procuring large power generation equipment utilised in the Samsun combined cycle plant, paving the way for the consortium to have signed two manufacturing slot reservation agreement with Siemens covering the supply of the combined-cycle power packages.
4. Power International
Qatari-based Power International participated through its American subsidiary, Power International USA LLC, a company specialising in strategic energy investments. Its expertise spans large-scale infrastructure projects across conventional and renewable energy, covering the full lifecycle from financial structuring through to construction, operation, and asset transfer.
Power International’s presence carries significant legal and geopolitical weight. During the civil war, Syria was subject to harsh U.S. sanctions that extended even beyond American persons. The Caesar Act imposed secondary sanctions on non-U.S. actors who materially supported the Syrian regime, creating substantial risk for international companies, banks, and investors engaging with Syria-linked transactions.
Following regime change, President Trump announced in May 2025 that sanctions would be lifted, with an executive order formally removing the programme on 1 July 2025 and the Caesar Act itself being repealed in December 2025, with the EU following in parallel.
The project’s memorandum of understanding was signed during this transitional window, before sanctions were officially repealed, meaning the transaction still had to be structured carefully within the legal exemptions then available.
The operative U.S. instrument at that moment was General Licence 25 (GL 25), an Office of Foreign Asset Control (OFAC) exemption issued following Assad’s fall that authorised certain transactions with Syria otherwise prohibited under U.S. law, including under the Caesar Act.
GL 25 was not a blanket clearance: it carried conditions and limits, certain Syrian entities remained on the sanctions list, and some categories of transaction remained prohibited entirely.
To avoid unintended consequences stemming from GL 25, it was helpful that a U.S. entity was involved in the consortium for two main reasons:
- Technology and machinery: the projects involved Siemens Energy equipment and other international technologies, so the parties would still have needed careful export-control analysis for any U.S.-origin components or U.S.-controlled reexports. A U.S. entity made it easier to align the transaction with the scope of the applicable sanctions relief.
- Lender comfort: major project-finance lenders typically require a high level of legal and compliance comfort before funding a Syria-related deal. A U.S. participant operating within GL 25 may have provided additional reassurance to counterparties and lenders, although it would not by itself remove the need for full sanctions, export-control, and counterparty diligence.
Crucially, Power International USA is a subsidiary of the same Qatari-based Power International Holding group that controls UCC Holding, the consortium lead. It is therefore a purpose-built vehicle designed to provide the necessary U.S. legal and regulatory footprint while keeping economics and control within the group.
Finally, Power International USA’s involvement carries a broader geopolitical dimension. The MOU signing was attended by U.S. Special Envoy Tom Barrack, whose presence as an official U.S. government representative signals that the administration had reviewed and endorsed the deal’s structure, providing political insurance against future economic fallout, and signalling to international counterparties that the U.S. stood behind Syria’s reconstruction effort.
Determining what was and was not permitted, and structuring the deal’s financing flows, technology procurement, and contractual counterparties to fall within the authorised areas required detailed legal analysis, a key function White & Case played in their service.
Public-Private Partnership
The consortium structured their investment as a Public-Private Partnership (PPP), a flexible arrangement where a private party may finance, build and potentially operate public infrastructure, whilst the government reserves certain rights over the project, like regulatory oversight.
PPP projects are commonly structured as Build-Operate-Transfer (BOT) or Build-Operate-Own (BOO):
- BOT: the private party finances, builds, and operates the asset for a fixed period, recovering its investment through payments from the government or from public usage, before transferring ownership back to the state after a defined timescale
- BOO: the private party constructs and operates the facility indefinitely, retaining ownership rather than transferring the asset at the end of any concession period
This deal employs both models simultaneously, with all eight power plants implemented under BOO and BOT structures paired with corresponding power purchase agreements.
In lieu of authoritative reasoning, the dual-model structure likely reflects the differing operational profiles of the two asset types.
Gas-fired combined-cycle plants are capital-intensive and technically complex to operate, making BOO attractive: the consortium retains ownership and is entitled to long-term returns commensurate with that complexity. Solar installations are simpler and more standardised, making them easier for the Syrian state to eventually absorb, and therefore better suited to BOT.
Power purchase agreements
A Power Purchase Agreement (PPA) is a long-term contract between a private generator (the SPV under the PPP) and a state offtaker, under which the offtaker agrees to purchase electricity at a pre-agreed price over a fixed term.
A PPA is the primary mechanism through which the consortium recoups its investment through the PPP. Rather than charging end-users directly, like households who use electricity, the SPV sells electricity to the Syrian state counterparties (the Ministry of Energy and the Public Establishment for Transmission and Distribution of Electricity), who then distribute it through the national grid.
The PPA sits at the heart of the project’s bankability. Lenders will only finance construction if there is a reliable, contracted revenue stream on the other side, something the Syrian government seems to provide.
The risks to lenders and investors, however, surrounds non-payment or misappropriation of funds, given the transitional government’s nascent and opaque framework, lack of Financial Action Task Force (FATF) monitoring, ongoing conflicts within Syrian borders, and potential for funds to be siphoned into terror financing or corruption.
White & Case’s role in negotiating PPA terms was therefore central to making the project feasible for investors. Against these risks, lawyers could have negotiated several protective mechanisms into the PPA terms:
- Security arrangements such as escrow accounts or letters of credit backed by creditworthy third parties;
- Change-in-law or force majeure provisions entitling the SPV to compensation or termination rights;
- Pricing the project in a stable foreign currency (or linking payments to a stable currency) so that the project’s income is protected from instability in Syrian currency.;
- Termination compensation clauses guaranteeing capital recovery if the state exits the agreement early.
Collectively, these provisions would shift the risk of Syrian fragility away from the consortium and onto counterparties or third party guarantors.
Given that Syria had no prior PPP framework or commercial track record in private energy investment, constructing these protections from scratch, and persuading a transitional government to accept them, was surely the defining legal challenge of the transaction.
Looking ahead
This project marks a huge step for both Syria’s transition into a functional, stable economy, and towards optimism surrounding the potential of Syria’s rich natural resources, which has been shielded by years of scepticism towards foreign involvement and treacherous warfare.
White & Case’s sector expertise in project finance & development, and intimate knowledge of international regulation, formed the structural building blocks which made this project financeable, profitable and reliable, serving as impetus for further international investment – as we’ve seen already with White & Case’s involvement in a later US$4bn Damascus airport project.
As critical energy infrastructure in the GCC and across the world experiences unforeseen damage, largely due to the Iran war, White & Case’s experience in bringing order and global collaboration to situations of crisis, conflict, and reconstruction will prove invaluable in the near future.
