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.
| Layer |
What it funds |
Typical lender focus |
| Sponsor equity |
Development costs, first-loss cushion, required minimum equity |
Proof of funds, source of funds, governance, draw conditions |
| Senior debt |
Majority of capex at the SPV level |
DSCR, contract strength, completion risk, security package, controls |
| Mezzanine or preferred equity |
Equity gap, late-stage costs, flexibility |
Intercreditor terms, cash waterfall, cure rights |
| Contingency and reserves |
DSRA, major maintenance, liquidity buffers |
How quickly stress turns into default, and who cures it |
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.
| Workstream |
Typical focus |
What sponsors should prepare |
| Technical |
Technology, yields, performance, EPC feasibility, schedule |
Specs, vendor data, EPC terms, interconnection details |
| Legal |
Contract enforceability, security, assignability, step-in |
Near-final forms, disclosure of side letters, clean corporate authority |
| Insurance |
Coverage, exclusions, deductibles, insured parties |
Broker letter, target coverages, claims history if applicable |
| Financial and tax |
Model logic, assumptions, taxes, distributions, covenant math |
Model audit trail, assumptions tied to docs, reconciled inputs |
| Compliance |
KYC, sanctions, source of funds, corruption risk |
Complete KYC pack, UBO clarity, funds trail for equity |
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.
| CP Category |
Examples |
How to avoid delays |
| Corporate and authority |
Resolutions, incumbency, signing powers, SPV documents |
Prepare early, keep versions controlled, align signatories |
| Equity funding |
Equity contributions, evidence of funds, subordinated sponsor support |
Prove source of funds, document transfers, confirm timing |
| Contracts and permits |
Executed contracts, key permits, consents, legal opinions |
Track approvals with owners and dates, lock contract forms |
| Security and accounts |
Perfection filings, account controls, pledge agreements |
Confirm bank requirements early, coordinate counsel and banks |
| Insurance |
Binders, endorsements, named insureds, lender loss payee |
Run broker early, align coverage to lender checklist |
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.