Project Finance Structuring
Why SPVs Are Used In Project Finance Transactions
Project finance lenders do not want to underwrite your entire corporate group. They want to underwrite one asset, one cash flow engine, one contract stack, and one controlled set of accounts.
That is why bankable project finance almost always sits inside an SPV.
An SPV is not a formality. It is the legal and operational chassis that makes ring-fencing possible, enables security perfection, and gives lenders a clean enforcement path if things go wrong.
What An SPV Is In Project Finance
In project finance, an SPV is a dedicated project company, typically a limited liability entity, formed to own the project assets and enter into the project contracts.
The SPV is the borrower. It signs the EPC, O&M, offtake, supply, land, permit, insurance, and financing documents.
Equity is invested into the SPV, debt is lent to the SPV, and the project’s revenues and expenses move through SPV-controlled accounts.
Key concept:
lenders lend against project cash flows, not corporate balance sheets. The SPV isolates those cash flows and makes them controllable.
The Real Reasons Lenders Require An SPV
1) Ring-Fencing And Bankruptcy Remoteness
The SPV is designed to be insulated from unrelated liabilities in the sponsor group. In a stress scenario, lenders do not want a corporate creditor of the sponsor to attach project cash flows.
Proper ring-fencing is supported by governance restrictions, limited activities, and separateness covenants.
- Single-purpose restrictions and permitted business scope
- Separateness undertakings and independent decision protocols
- Limitations on additional debt and upstreaming value
- Defined distributions only after covenants and reserves
2) Security Perfection That Actually Works
Lenders need a security package they can perfect and enforce. If the borrower is a diversified operating company, the collateral set becomes messy.
With an SPV, security can be cleanly granted over the project and its contract rights.
- Share pledge over the SPV
- Security over project bank accounts and reserves
- Security assignment of material project agreements
- Security over physical assets where registrable
3) Controlled Cash Waterfall
Project finance is governed by a cash waterfall. Revenues go into controlled accounts and flow through a prioritised sequence: operating costs, taxes, debt service, reserve top-ups, then distributions.
Lenders need that discipline and visibility.
- Revenue account, O&M account, tax account
- Debt service account and DSRA structure
- Major maintenance reserve where relevant
- Distribution lock-ups triggered by covenants
4) Cleaner Risk Allocation By Contract
Project finance is a contract stack. The SPV is the contracting nexus. That structure allows risk to be allocated and enforced through direct agreements, step-in rights, and termination compensation mechanics.
- Offtake or revenue contract enforceability and assignment
- EPC performance guarantees and LDs
- O&M availability and performance regimes
- Direct agreements with step-in and cure rights
What “Ring-Fencing” Actually Means In Practice
Ring-fencing is not marketing language. It is a set of legal, governance, and operational constraints that keep the SPV clean.
Lenders typically require that the SPV does not do anything except own and operate the project and service the project debt.
| Ring-Fence Mechanism |
What It Prevents |
Why Lenders Care |
| Single-Purpose Covenant |
SPV taking on unrelated business activities or liabilities |
Keeps the SPV a pure credit and collateral box |
| Limitations On Additional Debt |
New debt ranking ahead of or pari passu to lenders |
Preserves priority and covenant integrity |
| Restricted Payments And Distribution Tests |
Cash leakage to sponsors during stress |
Ensures DSCR and reserves are protected before dividends |
| Separateness Undertakings |
Substantive consolidation with sponsor or affiliates |
Strengthens bankruptcy remoteness and enforcement clarity |
| Account Control And Waterfall |
Unmonitored cash movements and weak reporting |
Enables monitoring, lock-up triggers, and repayment discipline |
Why Sponsors Also Benefit From SPVs
Sponsors sometimes view SPVs as lender bureaucracy. That is a mistake. SPVs also protect the sponsor and improve capital formation.
When the SPV is structured correctly, it can reduce recourse, isolate project risk, and make the asset financeable by institutional capital.
Capital Stack Flexibility
- Senior debt, mezzanine, and equity can be layered with defined priorities
- Intercreditor logic can be implemented cleanly at SPV level
- Refinancing and takeout paths are easier when the collateral box is clean
Governance And Investor Comfort
- Clear reporting perimeter and covenant perimeter
- Defined decision rights and reserved matters
- Cleaner valuation and exit mechanics at asset level
What Documents Typically Sit Around The SPV
The SPV is the hub. The “spokes” are the contracts that make cash flow and controls enforceable. Without the right spokes, the SPV is a shell with no bankability.
Core Project Agreements
- Offtake or revenue contract, tariff agreement, or concession
- EPC contract with performance regime and acceptance testing
- O&M contract with KPIs, availability, and remedies
- Land, permits, licenses, and interconnection agreements
Financing And Security Documents
- Facility agreement and security documents
- Account control agreements and cash waterfall schedule
- Direct agreements and step-in rights
- Share pledge and security assignments
Common Misconceptions About SPVs
“An SPV Makes A Bad Project Good”
No. An SPV does not fix weak contracts, weak sponsors, or weak economics. It makes a good project financeable by making cash flows and rights controllable.
“The SPV Is Only For Tax”
Tax is one variable. The core driver is credit architecture: ring-fencing, security perfection, covenant perimeter, and enforcement.
Where Financely Fits
Financely supports project finance structuring and lender decisioning. We help sponsors package the SPV and the contract stack to lender standards, align the cash waterfall and controls, and route the project to matched lenders.
If licensing is required for execution, we coordinate execution through appropriately licensed partners under their approvals.
Request A Quote
If you are raising project finance and you want a lender-grade structure, start with the SPV and contract stack.
Submit your draft contracts, model, and permits status, and we will revert with a checklist and a bankability gap view.
Important:
This page is for general information only and does not constitute legal, tax, investment, or regulatory advice.
Financely is not a bank, not a broker-dealer, and not a direct lender.
Any engagement and any introduction process is subject to diligence, KYB, KYC, AML, sanctions screening, lender criteria, and definitive documentation.
Financely does not promise approvals or funding.