Project Finance Closing Guide: From Mandate to Financial Close

Project Finance

Project Finance Closing Guide: From Mandate to Financial Close

“Closing” in project finance is not a single meeting. It is a controlled sequence where contracts, permits, model, and risk allocation are tightened until lenders can sign, fund, and live with the downside.

If you want to run a lender process with a clear path to close, start with How It Works and submit your file through Request A Quote.

1) Lock The Project Definition Before You Talk “Funding”

A surprising number of projects fail early because the sponsor is pitching a moving target. Lenders want a stable scope, a defined capex, a site, a schedule, and a clear revenue story. If any of those are still guesses, treat financing as premature.

  • Asset and scope: capacity, technology, location, grid or offtake point, key equipment.
  • Use of proceeds: development spend, EPC, equipment, interconnection, reserves, fees.
  • Revenue basis: offtake contract, tariff, contracted capacity, or a bankable merchant strategy.
  • Ownership and governance: sponsor, SPV structure, decision rights, related-party arrangements.

2) Build A Bankable Capital Stack And Funding Plan

Project finance lenders underwrite downside protection. They will ask how much sponsor equity is committed, how cost overruns are covered, and what reserves exist to prevent technical issues from becoming payment defaults.

Deal killer: “We will raise equity later.” In real underwriting, equity is either committed and provable, or the debt sizing collapses.

3) Get The Contract Stack Into Closing Shape

Project finance is contract finance. The lender is lending to an SPV that is only as strong as its contracts. Your job is to make the agreements readable, enforceable, and consistent with the model.

Revenue Contracts

  • Offtake agreement or revenue support instrument
  • Pricing, indexation, volume, curtailment, termination payments
  • Credit support from the offtaker when needed

Delivery Contracts

  • EPC contract, supply agreements, O&M agreement
  • Performance guarantees, LDs, warranty terms, acceptance tests
  • Step-in rights and assignability for lenders

4) Clean Permits, Land Rights, And Regulatory Position

Lenders do not fund regulatory uncertainty. They want a clean view on permits, land tenure, and any consents required for construction and operations. If approvals are staged, lenders will either wait or impose strict conditions precedent.

  • Land lease, easements, right-of-way, and access.
  • Environmental and social approvals, where applicable.
  • Grid connection, interconnection agreement, dispatch or metering terms.
  • Corporate authority and local licensing.

5) Build The Model Lenders Can Underwrite

The financial model is not marketing. It is the control tower for sizing, covenants, reserves, and distribution lockups. Lenders will stress revenue, capex, schedule, and operating costs, then test whether the project still pays.

  • Base case tied to contracts and technical reports.
  • Construction draw schedule tied to the EPC and procurement plan.
  • Debt sizing based on DSCR and stress cases, not sponsor ambition.
  • Waterfall logic, reserves, distributions, and cure mechanics.

6) Produce A Lender-Grade Data Room

Most delays are self-inflicted: documents scattered across email, missing versions, no naming discipline, no ownership or KYC package, no coherent summary. Your data room should be boring, complete, and easy to diligence.

Core Commercial

  • Project summary, uses of proceeds, and schedule
  • Signed or near-final contracts
  • Permits and land package
  • Insurance approach

KYC And Sponsor

  • Corporate documents, ownership, UBO, signatories
  • Source of funds support for equity
  • Track record and references that can be checked
  • Sanctions and compliance disclosures

7) Run A Structured Term Sheet Process

You want written terms that are comparable. That means you standardize what lenders receive, set clear deadlines, and manage Q&A without letting the process drift.

  • Circulate a consistent lender package to matched lenders.
  • Track questions and answers in a controlled log.
  • Compare term sheets on sizing, covenants, fees, reserves, and security.
  • Choose a lead lender path and align the rest of the capital stack around it.

8) Diligence Workstreams: What Lenders Actually Order

Lenders will not rely on sponsor opinions. They hire third parties, and they want their reports to match the contracts and the model.

Reality check: diligence is where weak projects die. If the project cannot survive independent scrutiny, the fix is not “more outreach.” It is improving the underlying file.

9) Documentation: Get To Signing Without Re-Trading The Deal

Documentation should reflect the term sheet, the model, and the risk allocation. The fastest closings happen when sponsors stop renegotiating core economics during drafting.

  • Facility agreement and security documents.
  • Intercreditor agreement if there is mezzanine or preferred equity.
  • Account control and cash management documents.
  • Direct agreements with key counterparties (offtaker, EPC, O&M) where required.

10) Conditions Precedent: The Closing Checklist That Matters

Conditions precedent are the lender’s “proof that the world matches the story.” Expect a detailed list. The job is to manage it like a project plan, not a last-minute scramble.

11) Financial Close And First Draw

Financial close happens when documents are executed, CPs are satisfied or waived, security is in place, and the lender is ready to fund. “First draw” is its own event. It often requires a draw notice, invoices, certifications, and evidence that draw conditions are met.

  • Execute final documents and complete closing deliverables.
  • Satisfy funding conditions for the first draw.
  • Fund into controlled accounts under the agreed cash management plan.

12) Post-Close: Construction Monitoring And Covenant Discipline

Closing is not the finish line. During construction and ramp-up, lenders monitor progress, budgets, and performance. Sponsors that manage reporting cleanly keep flexibility. Sponsors that miss reporting or hide issues lose trust fast.

  • Monthly reporting, budget to actual, schedule, and variance commentary.
  • Independent engineer monitoring and draw approvals, where required.
  • Covenant testing, reserves management, and change control process.

Run A Project Finance Closing Process Through Financely

If you have a real project and need a lender process that leads to written terms and a close path, we help you package the file, manage diligence workstreams, and coordinate term sheet and documentation through signing and first funding.

Start with How It Works , then submit through Request A Quote or message us via Contact Us.

This page is for general information only and does not constitute legal, tax, investment, or regulatory advice. Financely is not a bank and does not custody client funds. All outcomes are subject to diligence, compliance screening including KYC, AML, and sanctions, lender and counterparty approvals, and definitive documentation. Where regulated execution is required, delivery is coordinated through appropriately licensed firms under their own approvals.