Project finance
Also known as: Limited recourse financing, Infrastructure finance
Money lent against one asset that does not exist yet, repaid only from what it earns. The lenders have no claim on anybody's balance sheet.
1 · SnapshotThe one idea to remember
2 · BeginnerWhat actually happens?
Somebody wants to build a power station, a toll road, or a port. It costs an enormous amount, takes years, and produces nothing at all until it is finished.
Project finance is how that gets funded. A company is created that exists only for this project. It borrows the money, builds the thing, and repays the loan out of what the finished asset earns. If the project fails, the lenders lose their money — they cannot go after the sponsors' other businesses.
That last point is why the diligence is so different. There is no borrower with a track record to assess. There is a set of contracts and a plan. So the lenders read every contract instead: who is building it, for what fixed price, who has agreed to buy the output, for how long, and what happens if any of them fails to perform.
The one thing that makes the whole structure possible is a long contract for what the project produces. Twenty years of somebody agreeing to buy the electricity turns a construction site into predictable cash flow. Without it, there is no project financing — only a bet.
- 1
Development1–5 yrs
Permits, land, the offtake contract and the construction contract are assembled before anybody lends anything.
- 2
Financial close6–18 mths
Lenders complete diligence on every contract and the facility agreements are signed.
- 3
Construction2–5 yrs
Money is drawn against milestones; this is the phase with no revenue and all of the risk.
- 4
Completion testwks
The asset must demonstrate it performs as promised before the sponsors' guarantees fall away.
- 5
Operations15–30 yrs
The asset earns, the debt amortises, and the lenders are repaid from cash flow and nothing else.
Is there an offtake contract — The buyer of what the project produces decides. Without a long contract for the output there is no predictable revenue, and without that there is no project financing.
Financial close — The lenders decides. Every permit, contract and consent has to be in place before the first pound is drawn.
Completion — An independent engineer decides. Until the asset works, the sponsors are still on the hook; afterwards the lenders are on their own.
Who is on the deal
| Who | Side | What they are actually for |
|---|---|---|
| The sponsors | Sell side | Put in the equity and stop being liable once the asset is proved to work. |
| The lenders | Buy side | Have a claim on the project's cash flows and on nobody's balance sheet. |
| The offtaker | Neither | Contracts to buy the output for years, which is what turns a construction site into a credit. |
| The construction contractor | Sell side | Carries the risk of building it on time and to specification, under a fixed-price contract. |
| The independent engineer | Neither | Certifies milestones and completion, and is the person the lenders actually believe. |
| The host government | Neither | Grants the permits and the concession, and can change the rules afterwards. |
- Desk
- Structured & Asset Finance
- Borrower
- A company created for one project and nothing else
- Repaid from
- The project's own cash flow, and nothing else
- Made possible by
- A long contract for the output
- Diligence is on
- The contracts, not on a borrower
What decides whether it completes
Not how hard this is, and not a rating — there is deliberately no total. It says which of five blockers decides whether this transaction happens at all, in the same order on all 70 transaction types so they can be compared. This publication's own reading; see the notice below.
- Pricematters
- Financingdecides it
- Approvaldecides it
- Diligencedecides it
- Executiondecides it
What decides it here. The lenders have no claim on any balance sheet, so every risk has to be allocated by contract to somebody who can bear it — construction, permits, offtake, currency. A single unallocated risk is a project that does not reach financial close, and the diligence is therefore on the contracts rather than on a borrower.
3 · IntermediateHow it runs in practice
Who bears what
- Construction risk — the contractor, under a fixed-price, date-certain contract with penalties.
- Operating risk — an operator under a long-term agreement with performance standards.
- Demand or price risk — the offtaker, under a contract to buy the output whether or not it needs it.
- Supply risk — a fuel supplier, under a matching long-term contract.
- Political and regulatory risk — sometimes the host government, sometimes an insurer, sometimes a development bank whose presence deters interference.
- Whatever is left — the lenders, and they price it or refuse it.
Financial close
The date when every permit, contract, consent and insurance is in place and the first money can be drawn. Reaching it takes months or years after the commercial terms are agreed, and projects die here more often than anywhere else — not because anybody disagrees, but because one consent does not arrive.
Completion
During construction the sponsors typically guarantee the debt. Once an independent engineer certifies that the asset performs as promised, those guarantees fall away and the lenders are on their own. That moment is the single most important date in the financing, and everything before it is a different credit from everything after.
The cash flow waterfall
Revenue is applied in a fixed order: operating costs, then debt service, then reserve accounts, and only then distributions to the sponsors. Lenders sit ahead of the owners in the actual bank account, which is a stronger position than any covenant.
4 · AdvancedThe numbers & the documents
Why the debt can be so large relative to the equity
Because the cash flow is contracted rather than forecast. A business whose revenue depends on winning customers can support only modest leverage; one with a twenty-year contract at a fixed price from a creditworthy counterparty can support a great deal more. The leverage is a function of the certainty, not of the asset.
Which also means the credit is really the offtaker's. Lending to a power station with a twenty-year contract with a strong utility is lending to that utility, wearing different clothes.
Debt service cover, and why it is the covenant that matters
The ratio of cash available to debt service, tested regularly, is the central test. Below one level, distributions to sponsors stop; below another, it is a default. Sizing the debt so that the ratio holds through a downside case is the whole of the credit analysis, and the downside case is negotiated as hard as the price.
Where these go wrong
- Construction overruns beyond what the contractor can absorb, particularly if the contractor itself fails.
- The offtaker deteriorates, and a twenty-year contract is only as good as who signed it.
- The regulatory regime changes — a tariff altered by a government that granted it is the classic risk in this market.
- The resource is not there: less wind, less sun, less traffic than the study said.
Where it connects
The output of this desk is frequently refinanced in the bond market once construction risk is gone — a completed, contracted asset is a much simpler credit than a building site. And the equity in these projects is what infrastructure funds hold, which is where a reader on the markets side meets the same asset from the other end.
The formulas above are standard textbook formulations, simplified for teaching. They explain the mechanism — they are not a valuation tool, and they will not reproduce a dealer’s price.
5 · Desk notesHow people on the deal think about it
Now say it back
Close the page and give Project finance in four sentences. It takes a minute and it is the only way to find out whether reading it was enough.
- Who wants what — name both sides and what each one is actually trying to get.
- What has to happen, in order — the three or four stages, not the whole timetable.
- Where the money comes from — cash, new shares, or borrowed; somebody has to fund it.
- What kills it — the ordinary way, not the dramatic one.
Where this transaction shows up elsewhere
- EasyCommercial real estate loanDealA loan against a building and the rent it produces
- EasyJoint ventureDealTwo companies build something together instead of one buying the other