
High-stakes negotiation · mixed & advanced conditionals, applied
Company. Halden Infra-Tech — a 380-person Norwegian firm building grid-balancing hardware for the Nordic and North Sea offshore-wind sector. Revenue €96m, EBITDA margin 14%, private-equity owned since 2019. CEO: Elin Bråten (44), previously VP Commercial at a larger competitor, in the Halden seat for 33 months.
The deal. A €180m, ten-year offtake framework with Nordlys Kraft — the Norwegian utility that is Halden's single largest potential customer, and that would, on signature, take Halden's book from 'promising' to 'referenceable'. Fourteen months of negotiation. Substantive commercial terms agreed six weeks ago. The last mile has, since then, refused to close.
What is genuinely unresolved. Three clauses: (a) an MFN Nordlys wants tied to 'the business' rather than to named segments; (b) an exclusivity clause Halden wants to survive a change of control on the Nordlys side; (c) a hard-termination covenant Nordlys wants tied to Halden's Q4 numbers arriving as forecast — a covenant Elin's CFO regards as a soft-reopener written with a hard-termination trigger.
The 2022 shadow. Three years ago, Elin's predecessor signed a broadly similar offtake with Vestland Energi — with an MFN scoped to 'the business' rather than to named segments — in the last hour of a fourteen-hour day. That MFN is, today, quietly transferring roughly 260 basis points of margin, every quarter, from Halden to Vestland's downstream book. Elin sits on that number every month. The Vestland deal is why the Halden board reads Elin's every last-hour move.
What Elin wants. A closed Nordlys deal she can defend to her board and to Vestland's shadow. A last-paragraph term-sheet email that is a paragraph, not three emails. And a mixed-conditional retrospective on Vestland that she can, at last, put down.
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