The section Debt securities has been updated to include a link to Practice note, Project bonds.
A guide to Practical Law Finance's project finance resources
A guide to Practical Law Finance's project finance resources.
This note acts as a guide to Practical Law Finance's resources on the debt financing of infrastructure projects, including private and public sector projects carried out under the private finance initiative or as public private partnerships. As well as links to those Practical Law Finance standard documents, drafting notes, practice notes and checklists that are relevant to project finance, this note includes links to project finance resources from other Practical Law services such as Construction, Public Sector, Environment and Tax.
This note acts as a guide to Practical Law Finance's resources on the debt financing of infrastructure projects, for example:
The building of a tunnel, bridge or motorway.
The development of an oil or gas project for the exploitation of oil and gas deposits.
The building of a power station.
The development of telecommunication and cable networks.
Project finance overview
For an introduction to project finance, including an outline of a typical project finance structure, an overview of the parties to the project and their objectives and the key issues for lenders, see Practice note, Project finance: UK law overview ( www.practicallaw.com/0-202-3293) .
Project finance structures
Structure of a project finance transaction
For an outline of the contractual structure of a project finance transaction, see Practice note, Project finance: UK law overview: Contractual framework ( www.practicallaw.com/0-202-3293) .
Structure of a construction or engineering project
For a quick guide to the legal aspects of a construction or engineering project, see Practice note, Construction projects: the legal structure: a quick guide ( www.practicallaw.com/1-384-4092) .
For information on the roles and responsibilities of a project monitor (sometimes, also known as a technical adviser), including the advantages to a funder and the project if a project monitor is appointed, see Practice note, Project monitoring ( www.practicallaw.com/7-382-5255) .
For a note on common issues to consider when negotiating construction sub-contracts (that is, the principle construction, development, operation and supply agreements) in the context of public sector projects, see Practice note, Construction sub-contracts in PFI and PPP projects: common issues ( www.practicallaw.com/4-502-9195) .
Public sector projects
For a quick guide to the UK public procurement regime, see Practice note, Public procurement in the UK: a quick guide ( www.practicallaw.com/9-386-0686) .
For a note setting out key aspects of the European Union reform of the public procurement regime (and its implementation by the UK government), see Practice note, Reform of the EU public procurement regime ( www.practicallaw.com/9-518-3151) .
PPP and PFI projects
For an introduction on the use of public private partnerships ( www.practicallaw.com/0-107-7084) (PPP) and private finance initiative ( www.practicallaw.com/3-107-7049) (PFI) projects in the UK, see Practice note, PPP/PFI in the UK ( www.practicallaw.com/0-383-4220) .
For a note describing the typical documents used in PFI projects and the institutions that produce them, see Practice note, PFI documents ( www.practicallaw.com/6-383-4986) .
For a glossary of some common terms and acronyms used in PPP and PFI projects, see Practice note, PFI and PPP: a glossary of common terms ( www.practicallaw.com/5-381-7652) .
Financing projects using debt finance
For a guide to Practical Law Finance's resources on lending, see Practice note, A guide to Practical Law Finance's lending resources ( www.practicallaw.com/7-500-3009) .
For an introduction to the common types of bank loan facilities, including an explanation of key concepts and a discussion of common terms and their negotiation on behalf of lenders and borrowers, see Practice note, Corporate loan facilities ( www.practicallaw.com/1-107-4985) .
For a note which outlines various types of loans and considers the advantages and disadvantages of each of them, see Practice note, Types of lending and facilities ( www.practicallaw.com/8-202-0672) .
For an overview of finance provided for commercial or residential real estate development projects, see Practice note, Real estate finance (development): overview ( www.practicallaw.com/0-542-7865) .
For a note on the use of project bonds as a source of funding in project finance, see Practice note, Project bonds ( www.practicallaw.com/8-557-9765) .
For an overview of raising debt finance by issuing eurobonds ( www.practicallaw.com/1-107-6239) generally, including an explanation of the key documentation and parties and a guide on how to do a bond issue, see Practice note, Bond issues: overview ( www.practicallaw.com/4-201-8058) .
For a note that provides a step-by-step guide to raising finance by issuing bonds and describes the key stages involved in a general bond issue, gives practical tips specific to each stage and discusses post-closing matters, see Practice note, Chronology of a bond issue ( www.practicallaw.com/1-505-0428) .
For a guide to Practical Law Finance's debt capital markets resources, see Practice note, A guide to Practical Law Finance's debt capital markets resources ( www.practicallaw.com/7-422-3994) .
Risks in project finance transactions
For a note on identifying and managing the typical risks of a project finance transaction, including construction risk, operational risk, offtake risk and political risk, see Practice note, Identifying and managing project finance risks: overview (UK) ( www.practicallaw.com/5-564-5045) .
Security in project finance transactions
For an introduction to taking security in project finance transactions, see Practice note, Project finance: UK law overview: Security ( www.practicallaw.com/0-202-3293) .
For an introduction to the function of security trusts ( www.practicallaw.com/1-107-7234) and the role of security trustees in finance transactions (including project finance), see Practice note, Security trusts in finance transactions: overview ( www.practicallaw.com/7-519-6017) .
For an overview of Practical Law Finance's resources on security and quasi security arrangements, see Practice note, A guide to Practical Law Finance's security and quasi security resources ( www.practicallaw.com/1-386-3269) .
Security over assets
Forms of security that can be taken over assets
For an outline of the options available to lenders when taking security, see Practice note, Taking security ( www.practicallaw.com/2-107-4032) .
For an introduction to taking security over contractual rights, such as those under project agreements, see Practice note, Taking security over choses in action ( www.practicallaw.com/4-201-9675) .
Perfection and priority of security
For an introduction to the different methods of perfecting security, the basic rules governing priority and contractual ways in which the rules can be varied, see Practice note, Perfection and priority of security ( www.practicallaw.com/6-107-5015) .
For an overview of how a lender (or other chargeholder) may enforce security over the assets of a corporate security provider, see Practice note, Enforcing security: overview ( www.practicallaw.com/6-385-5568) .
Guarantees and indemnities
For a note covering legal and drafting issues relating to corporate guarantees and indemnities, see Practice note, Guarantees and indemnities ( www.practicallaw.com/9-200-1437) .
For a quick guide to collateral warranties ( www.practicallaw.com/1-107-5937) from contractors and other professionals and third party rights (including step-in rights ( www.practicallaw.com/8-107-7320) ) as a form of "construction security", see Practice note, Collateral warranties and third party rights on construction projects: a quick guide ( www.practicallaw.com/4-502-4310) .
Performance guarantees, bonds and letters of credit
For an introduction to performance guarantees ( www.practicallaw.com/3-107-6993) , demand guarantees ( www.practicallaw.com/6-502-0561) , bonds ( www.practicallaw.com/0-107-6503) and standby letters of credit ( www.practicallaw.com/3-107-7308) , see Practice note, Bonds, guarantees and standby credits: overview ( www.practicallaw.com/4-107-3649) .
For a quick guide summarising the different forms of bond that may be used on a construction and engineering project, see Practice note, Construction bonds: quick guide ( www.practicallaw.com/7-519-7229) .
For a note covering the key legal and commercial considerations relating to documentary letters of credit ( www.practicallaw.com/0-107-6758) , see Practice note, Letters of credit: overview ( www.practicallaw.com/1-107-3740) .
For a note providing an overview of the issues that need to be considered when taking security over a foreign asset and/or from a foreign entity, see Practice note, Taking cross-border security ( www.practicallaw.com/6-236-8965) .
For a multi-jurisdictional guide to taking security, see Finance Global Guide.
For an explanation of the nature and purpose of an intercreditor deed, see Practice note, Intercreditor deeds: overview ( www.practicallaw.com/5-107-4035) .
For a note which examines the legal background and case law relating to subordination ( www.practicallaw.com/3-107-7332) of debt and which analyses different methods used to alter the priority of debts, see Practice note, Subordination ( www.practicallaw.com/7-242-0147) .
Legal opinions in project finance transactions
For an overview of the matters to be considered when requesting or responding to a request for an English legal opinion in a finance transaction, see Practice note, Legal opinions in finance transactions: overview ( www.practicallaw.com/6-201-7053) .
Execution of project finance documents
For a note on the execution of deeds and documents which includes specimen execution clauses for various legal entities, see Practice note, Execution of deeds and documents ( www.practicallaw.com/0-380-8400) .
For a note on the role of notaries which explains what notarisation, legalisation and apostille mean, see Practice note, Notaries and notarisation ( www.practicallaw.com/5-238-0996) .
The potential implications of insolvency law should be recognised when advising on project finance transactions. The following resources provide an overview of various insolvency procedures.
For an overview of Practical Law Finance's resources on restructuring and insolvency, see Practice note, A guide to Practical Law Finance's restructuring and insolvency resources ( www.practicallaw.com/4-500-4656) .
For an introduction to the aims of and background to corporate insolvency law, together with a brief overview of the various insolvency procedures available, see Practice note, Corporate insolvency: a guide ( www.practicallaw.com/8-107-3973) .
For a note that looks at the key stages involved in restructuring ( www.practicallaw.com/1-384-6171) corporate debt, see Practice note, Corporate debt restructuring: step by step ( www.practicallaw.com/7-201-5534) .
Cross-border restructuring and insolvency
For a multi-jurisdictional guide to restructuring and insolvency, see Restructuring and Insolvency Global Guides.
For background information on the international aspects of insolvency, including Council Regulation (EC) No.1346/2000 of 29 May 2000 on insolvency proceedings (OJ 2000 L160/1), UNCITRAL model on cross-border insolvencies, section 426 of the Insolvency Act 1986 and the common law, see Practice note, Cross-border insolvencies ( www.practicallaw.com/2-107-3985) .
Sharia compliant project finance
For an introduction to the basic principles of Islamic law (or Sharia) that affect finance transactions, including project finance, see Practice note, Islamic finance: UK law overview ( www.practicallaw.com/3-366-1996) .
For information on Sharia compliant financing of commercial real estate, including certain project finance structures, see Practice note, Sharia compliant financing of commercial real estate ( www.practicallaw.com/1-525-4779) .
Tax in project finance transactions
The general tax principles that arise in a project finance transaction are the same as for other commercial loan transactions. The following resources provide an overview of various tax issues commonly encountered in finance transactions.
Tax issues for finance lawyers
For a summary of the tax issues that frequently arise in respect of commercial lending transactions, see Practice note, Tax for banking lawyers ( www.practicallaw.com/8-201-9942) .
Tax issues in capital markets transactions
For a summary of the UK tax issues that arise in typical capital markets transactions, see Practice note, Bond issues: tax ( www.practicallaw.com/9-202-2637) .
For a summary of the UK withholding tax ( www.practicallaw.com/8-107-7508) rules on payments of interest and certain other payments, see Practice note, Withholding tax ( www.practicallaw.com/5-201-9175) .
VAT issues for banks
For a summary of the various VAT issues that arise for banks in the course of their business, see Practice note, VAT issues for banks ( www.practicallaw.com/6-201-9919) .
Global guide on taxes
For a global guide to taxes on corporate transactions and finance transactions, see Tax on Transactions Global Guide.
Social, ethical and environmental issues in project finance
For a note on environmental issues that can arise in finance transactions, see Practice note, Environmental issues in finance transactions ( www.practicallaw.com/5-202-2489) .
For a brief overview of the social, ethical and environmental issues may arise in the project finance sector, see Practice note, Project finance: UK law overview: Social, ethical and environmental issues ( www.practicallaw.com/0-202-3293) .
For a note that discusses the Equator Principles (a set of voluntary social and environmental guidelines that certain financial institutions have agreed to be bound by) and their implications for project finance transactions, see Practice note, The Equator Principles ( www.practicallaw.com/4-501-8088) .
Insurance in project finance transactions
For an overview on insurance and mitigating specific risks in project finance transactions, see Practice note, Project finance: UK law overview: Insurance ( www.practicallaw.com/0-202-3293) .
For a note which explains the various doctrines and principles concerned with insurance, including what constitutes an insurable interest, subrogation ( www.practicallaw.com/6-107-7335) , joint insurance, double insurance and noting, see Practice note, General principles of insurance law ( www.practicallaw.com/3-203-9754) .
For a guide to Practical Law's UK and multi-jurisdictional insurance materials, see Practice note, A guide to Practical Law's insurance materials ( www.practicallaw.com/6-503-2106) .
Construction and projects
For a note which outlines the types of insurance relevant to construction and engineering projects and gives guidance on dealing with insurers, see Practice note, Insurance in construction and engineering projects ( www.practicallaw.com/3-383-2074) .
For a note on the different types of insurance available to mitigate environmental risk, see Practice note, Environmental insurance ( www.practicallaw.com/3-386-3353) .
Links to Practical Law resources on project finance
Practical Law Finance resources on project finance
Links to Practical Law Finance resources on project finance:
Related Practical Law resources
Links to Practical Law services covering key practice areas relevant to project finance transactions:
Project finance in other jurisdictions
For relevant global guides, see:
For project financing resources from a United States perspective, see Practical Law US Finance.
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