Closing Checklist for Project Finance Transactions

Notice. This checklist is informational and general in nature. Every transaction remains subject to counterparty acceptability, KYC and AML, sanctions screening, technical and legal diligence, definitive documentation, insurance requirements, and third-party approvals. Obtain independent legal advice.

Closing Checklist for Project Finance Transactions

Project finance closings do not fail because lenders hate the sector. They fail because the file is not close-ready: contracts are not bankable, the model and covenants fight each other, security is not perfected, accounts are not controlled, insurance is not aligned, and conditions precedent sit unresolved until the last week.

This page is a lender-grade closing checklist you can run before you target financial close. If you want us to structure the debt, stress test the model, and manage the closing workflow through approved partners, request a quote.

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Use This Checklist the Right Way

  • Run it at mandate start. The point is to surface fatal issues early, not to produce a pretty closing binder late.
  • Assign owners. Each line item must have a named owner, a dependency, and a date.
  • Prove bankability. Lenders fund what they can underwrite and control under enforceable documents.

Related service pages: Project Finance Debt Structuring , Project Finance Financial Modelling , and Project Finance Equity Bridge and Mezzanine Solutions.

Pre-Close Readiness Snapshot

Before you book a closing date, confirm four things: (1) the revenue and delivery contracts are executable, (2) permits and land rights are clean, (3) the model reconciles to the contracts and covenants, and (4) the control stack is enforceable on day one.

Readiness Area Pass Criteria Common Failure Mode
Contracting Offtake or revenue framework, EPC, O&M, and key permits match the model and lender requirements Soft offtake, weak termination regime, liquidated damages misfit, unallocated risks
Permits and land Land rights secured, permits in force, grid and interconnection path is documented Conditional permits, unclear land title, late grid works, local authority friction
Model and covenants Model audit complete, DSCR and lock-up logic is consistent, sensitivities are defensible Model errors, circularity, wrong debt sculpt, covenant definitions not reflected in formulas
Security and accounts Security package signed and perfected, controlled accounts and waterfall are live Unperfected pledges, missing notices, accounts not opened, waterfall not operational
Insurance Coverage, endorsements, and loss payee mechanics align to lender requirements Gaps in construction all-risks, DSU, liability, or lender endorsements
Compliance KYC and AML complete, sanctions cleared, beneficial ownership and source of funds clean UBO gaps, weak governance documents, late screening hits, offshore opacity

If your project has sustainability-linked reporting expectations or transition finance features, align early with Sustainable Finance Structuring and Placement.

Closing Checklist by Workstream

Use the checklist below as your closing agenda. The goal is simple: eliminate ambiguity and make first draw routine.

Workstream Closing Items Owner Target Date
1) Corporate, Governance, Authority
  • Borrower and sponsor structure chart, constitutional documents, and board and shareholder approvals
  • Signing authority, incumbency, and delegated powers for notices and drawdowns
  • Share pledge and sponsor support documents where applicable
  • Tax and withholding mechanics mapped for debt service flows
 Sponsor T-15 days
2) Project Contracts
  • Revenue contract or tariff framework, including payment mechanics and dispute regime
  • EPC contract signed with bankable LD regime, completion tests, and performance guarantees
  • O&M contract signed with KPI reporting, availability regime, and step-in provisions if required
  • Interface agreements (grid, interconnection, fuel supply, transport, port, land access) executed
  • Direct agreements, notices, and consents as required by lenders
 Legal T-10 days
3) Permits, Land, and Technical
  • Land title, lease, easements, right-of-way, and access agreements confirmed
  • Permits and licenses in force, conditions tracked, and compliance plan documented
  • Independent engineer or technical advisor report delivered with resolution of key issues
  • Construction schedule and critical path validated against draw schedule
 Tech T-10 days
4) Financial Model and Underwriting
  • Base case model locked, version controlled, and reconciled to contracts
  • Model audit or review completed with issue log closed
  • Debt sculpt and cash waterfall logic matches facility terms
  • Sensitivity pack delivered: price, volume, delay, capex, opex, FX, interest rate, and availability
  • Sources and uses reconciled to closing funds flow
 Model T-7 days
5) Debt Documents and CP Tracker
  • Facility agreement executed with covenants, events of default, and draw conditions final
  • Intercreditor agreement executed where multiple tranches exist
  • CP tracker completed with evidence attachments, not just status notes
  • Legal opinions delivered as required by lenders
 Counsel T-5 days
6) Security Package and Perfection
  • Security over shares, accounts, contracts, permits, and project assets executed as applicable
  • Perfection steps completed: filings, registrations, stamps, notices, and acknowledgements
  • Step-in and cure mechanics documented for key counterparties where required
  • Security enforcement mechanics mapped to jurisdiction and court reality
 Counsel Close date
7) Accounts, Controls, and Cash Waterfall
  • All required accounts opened, including revenue, collections, opex, debt service, DSRA, and reserve accounts
  • Account control agreements executed with bank acknowledgements
  • Waterfall tested with sample flows: revenues, fees, taxes, opex, debt service, DSRA top-up, distributions
  • Reporting calendar agreed: monthly operating reports, compliance certificates, and covenant tests
 Ops T-3 days
8) Insurance and Claims Mechanics
  • Construction all risks and delay in start-up in place where construction financing is involved
  • Operating insurance in place where applicable, including liability and property cover
  • Lender endorsements, loss payee, and additional insured provisions confirmed
  • Claims notification procedures and broker contacts delivered to lenders
 Broker T-3 days
9) Compliance and Onboarding
  • KYC and AML file complete for borrower group, sponsors, key contractors, and beneficiaries as required
  • Sanctions screening completed and documented
  • Source of funds and transaction rationale documented where required
  • Any lender onboarding portals and sign-off steps completed
 Borrower T-10 days

First Draw Checklist

Financial close is not the end. First draw is where operational reality shows up. These are the items that stop funding on day one.

  • Draw request pack agreed and complete, including invoices, certificates, and required evidence.
  • Funds flow signed off with account details validated and payment cutoffs understood.
  • Accounts tested for incoming and outgoing paths under the waterfall.
  • CP holdbacks clearly defined with cure dates and consequences.
  • Reporting started in the first month, not the third month.
  • Hedging in place if required by the term sheet, including ISDA and collateral support arrangements.

Common Closing Failures

  • Contracts are not lender-proof. Termination, step-in, and LD regimes are weak or inconsistent with the model.
  • Permits are conditional. A project is not “permitted” if conditions cannot be met on schedule.
  • Model and documents disagree. Covenant and waterfall logic differs between legal docs and Excel.
  • Security is not perfected. Signed security is not enough if perfection steps are incomplete.
  • Accounts are not controlled. If cash control is loose, lenders slow down or re-trade.

About FG Capital Advisors

FG Capital Advisors provides project finance debt structuring, modelling, and placement coordination through suitable third-party providers, subject to regulatory requirements and approvals. We run closings like a lender would: contract bankability, enforceable security, operational controls, and a CP tracker that is evidence-based.

Explore: Project Finance Debt Structuring and Project Finance Financial Modelling.

FAQ

What is the single most important workstream for project finance closing?

Contract bankability and cash control. If revenue and delivery risk are not allocated under enforceable contracts, the credit committee will not sign off. If cash is not controlled under a waterfall, lenders will not fund reliably.

Do we need a model audit?

If the financing is institutional, expect either a formal model audit or a structured review. It is the fastest way to reduce late-cycle surprises and term sheet re-trades.

What documents do lenders usually treat as critical?

Revenue framework, EPC and O&M, land and permits, debt documents, security and perfection evidence, controlled accounts, insurance endorsements, and the base case model that matches all of the above.

Can equity bridge or mezzanine sit alongside senior debt?

Yes, where the security and intercreditor terms are workable and the project cash flows can support the blended capital stack. See Project Finance Equity Bridge and Mezzanine Solutions.

Do you guarantee a close, pricing, or lender approval?

No. Work is best-efforts and always subject to diligence, compliance screening, definitive documentation, and third-party approvals.

If you want a disciplined path to financial close, submit your contracts, permits status, and model summary. We will revert with a scoped closing plan and the workstreams required to reach first draw.

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Disclosure. This content is for informational purposes and does not constitute legal, tax, accounting, or financial advice. FG Capital Advisors is not a bank or lender and does not accept client money. Any support is provided on a best-efforts basis and remains subject to third-party approvals, diligence, compliance checks, and definitive documentation. No funding, pricing, or timeline is guaranteed.