Project & Infrastructure Finance: Mastering the Core Finance Documents

The Senior Facilities Agreement (SFA): key terms

• Document structure and precedent (LMA influence)
• Facilities Overview – use and application (not all present in every deal)
  • Term loan / Construction / Baseline facility
  • Standby facility
  • Equity bridge facility
  • Change of law facility
  • VAT facility
  • RCF / working capital facility
  • LC facility
  • Cost-over-run facility
  • ECA facility
  • Bonding
• Term / Tenor considerations
  • Life of concession
  • Estimated useful life of asset
  • Mini-perms
• examples and solutions
• risk mitigating strategies
• Repayment profile
  • Mortgage / annuity repayment style
  • Percentage of available cash flow
  • Level repayment
  • Structured (uneven)
  • Royalty basis
  • Bullet repayment (rare)
• Reserve styles - use and application
  • Debt service reserve
  • Maintenance reserve
  • Capex reserve
  • Environmental / reinstatement reserve
  • Tax reserve
• Margins & yield protection
  • Margin ratchets
  • ESG ratchets
  • Gross up
  • Mandatory costs
  • Increased costs
  • Call protection
  • MFN & sunsets (relevant in expansion or phased projects)
  • Yank the bank
• Key voting thresholds & why they matter
  • Unanimous consent
  • Majority lender concept
  • Super majority
• Covenants / undertakings structure – Europe vs US format
• Information covenants (coverage)
  • Budget, Annual Report
  • Reporting (Construction, Completion, Operating)
  • Reporting Standard
  • Site Access
  • Inspection of records
  • Compliance Certificates, Sweeper clauses, Notices
• General Undertakings (summary)
  • Negative Pledge
  • Environmental complaince
  • Compliance with all laws and regulations
• Financial Maintenance covenants – pros & cons, use and application
  • ADSCR (Annual Debt Service Coverage Ratio)
  • Loan Life cover
  • Project Life cover
  • Drawdown cover
  • Other less common financial covenants (Debt/Equity)
• Equity cures
  • Timing
  • How are they implemented
  • How many over loan life
  • Cash retention vs debt repayment
  • Look back or forward?
• Events of Default (key EoDs only); Key negotiating issues
  • ‘Evergreen’ Reps & Warranties
  • Force majeure
  • Materiality thresholds (as in material breach)
  • Grace periods – typical periods
  • Cross default vs cross acceleration – materiality thresholds
  • Deemed cures

Security, & Guarantees & Credit support

• Taking security in project finance transactions
  • Key considerations – controlling the project, influence in distress
• What security is available
  • Project level – typical coverage & problems
  • Shareholder – typical coverage & problems
  • The ‘ideal’ security package for lenders
  • Quasi security
• Guarantees
• Negative pledge
• Sponsor support
  • Completion guarantees
  • Specific Issues and pitfalls in foreign jurisdictions
• Bonds (summary and overview)
  • Tender guarantees or bid bonds
  • Advance payment guarantees or bonds, or bonds for offsite goods and materials
  • Performance guarantees and bonds
  • Retention and maintenance retention guarantees or bonds
  • Difference between "On demand" bonds vs Guarantees
• Monoline Insurance
• Suretyship
• Step in rights

Intercreditor / Subordination Agreements  

• The payment waterfall
• Cash traps
  • DSCR
  • Release
  • Priority
• Release of Security
• Enforcement standstills
• Turnover clause
• Step in rights

Redcliffe’s Project & Infrastructure Finance course is delivered by a distinguished consultant, public speaker, and author with extensive global experience in project and infrastructure finance.

His expertise spans EMEA and APAC regions where he delivers bespoke training programmes and public seminars on project & infrastructure finance, private equity, debt finance, loan documentation, and restructuring to blue-chip clients. His international speaking engagements include conferences across the UK, Europe, Australasia, North America, China and South Africa.

For over 18 years, he was the Programme Director for the infrastructure/project finance module and MBA elective at the Bayes Business School in London and has presented programmes for a host of high-profile clients.

His practical experience includes involvement in high-profile deals in South Africa, such as:

• BMW 3 series project
• Ford Sierra project
• Opel Kadett project for General Motors
• E18 Motorway (Finland)

He remains actively involved in the field through his ongoing consultancy roles as Senior Advisor to KPMG Finland and Senior Consultant with Grant Thornton UK (Debt Advisory).

Redcliffe’s Project & Infrastructure financing course expert is a qualified Chartered Accountant and Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW). He holds various degrees including BA, LLB and a B Compt. Accountancy (Hons).

Upon completion of this course, participants will be able to:

• Evaluate and negotiate critical clauses in the Senior Facilities Agreement, from both lender and sponsor perspectives
• Structure appropriate facility types and understand their application across different project scenarios, including construction facilities, standby facilities, cost-overrun facilities and working capital arrangements
• Design optimal repayment profiles and reserve mechanisms tailored to project cash flow characteristics
• Negotiate margin structures, yield protection provisions and ESG-linked pricing mechanisms in project finance transactions
• Implement effective financial covenant packages, including ADSCR, loan life cover and equity cure provisions
• Design and implement comprehensive security packages at both project and sponsor level, understanding lender priorities in controlling the project and maximising influence in distress scenarios
• Structure robust sponsor support mechanisms, including completion guarantees, and navigate jurisdiction-specific pitfalls
• Design and implement effective intercreditor arrangements, including payment waterfalls, cash trap mechanisms, enforcement standstills, and voting mechanisms in multi-source project financings
• Craft robust finance documents that anticipate and mitigate potential disputes throughout the project lifecycle
• Integrate ESG considerations into project finance documentation, including ESG-linked margin ratchets and covenants

• Deep dive into critical documentation - moves beyond introductory overviews to examine the detailed mechanics of facilities agreements, security structures and intercreditor arrangements that determine deal outcomes
• Dual perspective approach - examines key commercial clauses from both lender and sponsor viewpoints, enabling participants to anticipate counterparty concerns and negotiate more effectively
• Practical focus on what actually gets negotiated - concentrates on the terms that drive commercial discussions in real transactions, rather than boilerplate provisions that rarely change
• Security package design - provides comprehensive coverage of how to structure robust security at both project and sponsor level, a critical area that receives insufficient attention in many programmes
• Intercreditor mechanics - detailed examination of payment waterfalls, cash traps, voting thresholds and enforcement provisions that become critical in stressed scenarios
• Contemporary market practice - incorporates current trends including ESG-linked pricing mechanisms and typical covenant packages
• Delivered by a practitioner with three decades of experience - training informed by exposure to infrastructure transactions across multiple jurisdictions 

The following will benefit from Redcliffe’s Project & Infrastructure Finance courses:

• Legal Professionals:
  • Senior associates and partners in law firms specializing in project finance
  • In-house counsel at financial institutions, infrastructure companies, and energy firms
  • Legal advisors to government bodies involved in PPP projects
• Banking and Finance Professionals:
  • Senior project finance bankers
  • Structured finance specialists
  • Investment bankers working on infrastructure deals
  • Credit risk managers in project finance departments
• Investment Professionals:
  • Infrastructure fund managers
  • Private equity professionals focusing on infrastructure and energy sectors
  • Institutional investors (e.g., pension funds, insurance companies) involved in project finance
• Corporate Finance Executives:
  • CFOs and finance directors of companies undertaking large infrastructure projects
  • Treasury managers dealing with project finance transactions
• Public Sector Officials:
  • Senior government officials involved in PPP / PFI-style projects
  • Regulators overseeing infrastructure development
• Advisors and Consultants:
  • Financial advisors specializing in infrastructure and project finance
  • Management consultants working on large-scale project implementations
  • Independent technical advisors in project finance deals
• Multilateral and Development Finance Professionals:
  • Project finance specialists at multilateral development banks
  • Investment officers at export credit agencies

Project & Infrastructure Finance: Mastering the Financing Documentation Suite" is an intensive programme designed for experienced professionals involved in project and infrastructure finance transactions. This highly practical programme provides comprehensive coverage of the three pillars of project finance documentation: the Senior Facilities Agreement, security arrangements, and intercreditor structures.

The course examines these critical agreements from both sponsor and lender perspectives, providing a balanced understanding of each party's interests and objectives. Participants will gain deep insights into structuring Senior Facilities Agreements, including the selection and application of different facility types, negotiation of financial covenants and margin structures, and implementation of ESG-linked provisions. The programme explores how to design robust security packages at both project and sponsor level, with particular focus on lender considerations around controlling the project and maximising influence in distress scenarios.

A substantial portion of the course addresses intercreditor arrangements, including payment waterfalls, cash trap mechanisms, enforcement standstills and voting structures in multi-source financings. The course also covers the challenges of cross-border transactions, including the harmonisation of Sharia law with international project finance practices, and addresses jurisdiction-specific issues in taking security and enforcing guarantees.

Tailored for lawyers, banking and finance professionals, investment managers, corporate finance executives, consultants and other parties involved in this sector, this course offers a valuable opportunity to deepen understanding of current market practices and refine advanced negotiation techniques. Attendees will be equipped to apply their learning directly to complex transactions and deliver optimal outcomes in this dynamic and challenging field.