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Project Finance is a long-term financing opportunity based on the cash flow which will be generated in the future by the projects over a certain size and planned to continue for a long time. Considering the long span of the process, this finance model, providing a long-term financial borrowing, is based on the cash flow that will emerge in the further parts of the project, unlike other finance models.
Projects subject to Project Financing will be generally performed through legal structures formed by more than one company coming together. We can set forth these structures as ad hoc companies which we call Joint Venture and Special Purpose Vehicle (SPV). If there is a Joint Venture between the project parties, this partnership will be established with a Joint Venture agreement executed by and between them. Since this partnership does not have a respective legal personality, all parties will be responsible for the loan received for the realization of the project, in an unlimited manner with all their assets, pro rata to their own shares. As for the SPV structuring, these special purpose companies are those that have been established exclusively for the performance and maintenance of the mentioned project. This type of company is actually qualified as an affiliate of a group of companies or the parent company. Since the loan to be borrowed for the project will be obtained through this special purpose company, the debtor will only be the company and in this sense we encounter a different type of financing.
Considering the recent development in the application area of Build-Operate-Transfer model projects, the size of the projects in question and their long span, it is known that project financing will gain more importance in the coming years, thus develop accordingly.
We, as Miran Legal, offer legal services to project finance participants, particularly in important ones in the fields of energy, nuclear energy, electricity distribution, oil and natural gas, telecommunication, mining and natural resources, transportation, real estate and other infrastructure.
These services can generally be listed as following:
- Pre-assessment and due diligence,
- Drawing up and negotiation of financial agreements, project documents and collateral documents,
- Legal supervision of the loan process and fulfillment of the conditions,
- Conducting the transfer and collateral procedures,
- Providing legal advice during the credit period.