Project Finance Underwriting Memo

A project finance underwriting memo is the decision document lenders use to approve (or decline) a project-level facility. It is built for credit committee. It is evidence-led. It answers: does the project generate predictable cash, are contracts bankable, can risks be controlled, and is security enforceable.

If you are raising project debt and your “memo” is a marketing deck, you will lose time. Credit teams need a structured narrative, a diligence roadmap, and a model that survives stress tests.

Financely prepares lender-ready underwriting packages and coordinates a managed term sheet process through vetted counterparties. See How It Works and submit your request via Contact Us.

What Makes Project Finance Different

Project finance is underwritten on project cash flows and contractual allocation of risk. Lenders focus less on the sponsor’s story and more on whether the project can operate, sell output, collect revenues, and service debt under defined controls.

Core Credit Question

Can the project, on its own, generate enough cash to meet debt service and required reserves through the full tenor, including downside cases?

  • Contract bankability (offtake, EPC, O&M)
  • Permits and land rights
  • Construction and completion risk
  • Cash waterfall and lender controls

What Kills Deals

Most failures come from gaps in contracts, weak diligence, or a model that depends on perfect execution.

  • Unbankable offtake or merchant exposure with no mitigation
  • EPC terms that do not cover delays, performance, and LDs
  • Permitting uncertainty or land/title defects
  • Weak sponsor equity plan or misaligned incentives

The Sections Lenders Expect In An Underwriting Memo

A strong memo follows a predictable order. Each section should state the conclusion, then show the evidence.

What “Bankable Contracts” Look Like

Lenders do not need contracts to be perfect. They need them to be enforceable, financeable, and aligned with the model.

Revenue And Offtake

  • Clear volume and pricing mechanics with billing and payment terms.
  • Termination rights that do not leave lenders stranded without remedies.
  • Credit support where the buyer is not investment grade.
  • Assignment rights and lender step-in provisions.

EPC And O&M

  • Fixed price and schedule discipline, or clear pass-through logic.
  • Performance guarantees and liquidated damages with realistic caps.
  • Completion tests tied to lender requirements and first revenue.
  • O&M scope that matches performance assumptions in the model.

What The Model Section Must Prove

The model is not an appendix. It is the engine of the credit decision. The memo should summarize the results and show what breaks the project.

Base Case Outputs

  • DSCR profile by period and minimum DSCR through tenor.
  • Reserve requirements and drawdown schedule.
  • Capex, opex, and contingency logic tied to contracts.
  • Tax and working capital assumptions that reconcile.

Downside And Sensitivities

  • Construction delay and cost overrun scenarios.
  • Performance degradation and availability shortfalls.
  • Revenue haircut or buyer payment delay scenarios.
  • FX and inflation stresses where costs or revenues are mismatched.

Controls, Accounts, And Reporting

A big part of project finance is the control framework. Lenders want a cash waterfall, controlled accounts, and reporting that allows early intervention.

Cash Waterfall

  • Revenue collection account and controlled disbursements.
  • Debt service account and reserve funding rules.
  • Distribution lock-up triggers tied to covenants.
  • Approved budgets and variation controls.

Reporting Package

  • Monthly construction and budget reporting pre-COD.
  • Operating KPIs post-COD, plus covenant compliance certificates.
  • Insurance certificates and claims reporting.
  • Independent engineer and technical reports where required.

Conditions Precedent: What You Should Expect

Conditions precedent are not “paperwork.” They are the lender’s gatekeeping checklist to confirm the project is legally and operationally ready to draw.

Typical Closing CPs

  • Corporate, land, permits, and regulatory deliverables.
  • Executed contracts in agreed form, with assignment and step-in.
  • Third-party reports (technical, insurance, environmental) as required.
  • Account control agreements and security documents.

Typical First Draw CPs

  • Notice to proceed and approved EPC draw schedule.
  • Equity funded to agreed level before debt draws.
  • Budget certification and contingency framework.
  • Updated model and compliance certificate.

A Practical Outline You Can Use

If you are preparing a lender-ready file, this outline will keep you honest and organized:

  • Deal Summary: requested terms, use of proceeds, project status, decision framing.
  • Project: scope, location, technology, schedule, dependencies.
  • Sponsor: track record, governance, financial capacity, responsibilities.
  • Contracts: offtake, EPC, O&M, supply, interconnection, bankability points.
  • Diligence: technical, permitting, land, environmental and social, insurance.
  • Model: base case and downside results, DSCR, reserves, sensitivities.
  • Security And Controls: security package, step-in, accounts, cash waterfall, reporting.
  • CPs: closing and draw CPs, remaining gaps, path to satisfy.
  • Risks: risk register with mitigants and residual risk statement.
  • Appendices: document index, key exhibits, and third-party reports list.

FAQ

Is a pitch deck enough for lenders?

A deck can start a conversation, but credit approval requires a memo, model, diligence plan, and bankable contracts. If the file is not underwritable, it stalls.

What matters more: sponsor strength or contracts?

Both matter. In true project finance, lenders rely on contracts and controls to reduce reliance on sponsor support after close.

Does the underwriting memo guarantee funding?

No. It improves decision speed and reduces avoidable resets. Final approvals still depend on counterparty policy, diligence, and definitive documentation.

Want A Lender-Ready Project Finance Memo?

If you have a real project file and can provide core documents, Financely can structure the underwriting package and coordinate a managed term sheet process through vetted counterparties. Submit your request and we will revert with a checklist.

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Disclaimer: This page is for general information only. It does not constitute legal, tax, regulatory, investment, or credit advice and it is not an offer or commitment by Financely or any third party. Financely is not a bank, lender, insurer, surety, broker-dealer, or investment adviser. Any transaction support is provided through vetted counterparties and is subject to eligibility, KYC and AML review, sanctions screening, counterparty risk policy, and execution of definitive agreements.