Legal Support for Infrastructure Projects & Energy Project Finance
Nykitenko Legal supports investment funds, institutional lenders, EPC contractors and corporate partners involved in utility-scale energy infrastructure projects, joint ventures and energy asset transactions across Europe.
The work covers bankable EPC and O&M contracts, project finance risk allocation, JV and SPV structuring, shareholder arrangements and legal due diligence for M&A and asset purchases. Each project is assessed against its financing model, ownership structure, contractual interfaces and lender requirements.
Who Needs Infrastructure Project and Energy Project Finance Support
This service is designed for investors, lenders, contractors and corporate partners developing, financing, acquiring or operating major energy infrastructure assets.
Infrastructure Investment Funds
Private equity firms and institutional lenders may require legal support when deploying capital into utility-scale energy projects, reviewing the bankability of the contractual structure or assessing a regional energy asset before financing or acquisition.
EPC Contractors and Engineering Consortia
Contractors and engineering consortia may require support when negotiating EPC and O&M arrangements for cross-border interconnectors, transmission lines, energy grids and other large infrastructure projects.
Energy Utility Joint Ventures
Corporate partners may require a dedicated JV or SPV structure when combining international capital, local development capacity and operational expertise for a major energy infrastructure deployment.
You Require This Service If:
- Debt financing from an international financial institution, including EBRD or IFC, depends on a bankable contract suite that meets the lender’s legal, commercial and risk-allocation requirements.
- You are establishing a joint venture between an international capital provider and a local developer and need to define equity participation, voting rights, reserved matters and corporate control.
- You require comprehensive legal due diligence of a regional energy asset before completing an M&A transaction or asset purchase.
We Provide Legal Support for Energy Infrastructure Projects and Project Finance
Bankable EPC and O&M Contract Suites
We draft and negotiate engineering, procurement and construction agreements, together with operations and maintenance contracts for utility-scale energy projects.
The documents may be structured by reference to applicable FIDIC standards and aligned with the technical scope, construction timetable, performance requirements, payment structure, testing procedures, delay exposure, warranty obligations and lender requirements.
Where existing development, supply or operating agreements must be assessed alongside the proposed financing package, the work may also include an Energy Contract Legal Review.
Joint Venture and SPV Shareholder Structuring
Project Finance Legal Risk Mapping
We assess the legal risks that may affect project bankability and prepare a structured allocation framework for investors and institutional lenders.
The review covers the contractual relationships between the project company, shareholders, contractors, operators and financing parties, identifying risks that may delay lender approval, affect project cash flow or leave material obligations insufficiently allocated.
Why Clients Choose Nykitenko Legal for Infrastructure Projects and Energy Project Finance
Focus on Project Bankability
Project documents are reviewed against the requirements of the proposed financing structure and the issues likely to arise during lender due diligence.
Coordinated Contractual Structure
EPC, O&M, shareholder and guarantee arrangements are assessed as connected parts of the same project architecture.
Clear Allocation of Control and Risk
Shareholder rights, contractor obligations, performance exposure and financial responsibilities are defined before they create uncertainty between project participants.
Support Across Investment and Financing Stages
The legal structure is developed around the commercial terms of the investment, the project company and the conditions required for debt financing.
Case Study: €4.8 Million in Senior Debt Unlocked
Challenge
A private equity fund preparing to invest in a major energy infrastructure project faced delays because the local development agreements did not meet the bankability standards required by commercial lenders.
Strategy
Nykitenko Legal restructured the project’s legal architecture, drafted a bankable EPC contract and integrated an international guarantee structure into the contractual framework.
Outcome
The project successfully passed the commercial lenders’ compliance review, unlocking €4.8 million in senior debt project financing.
Infrastructure Projects & Energy Project Finance FAQ
What Makes an Energy Infrastructure Project Bankable?
Bankability is assessed across the entire project structure. Lenders review whether the project has a credible revenue model, the required licences and site rights, enforceable project contracts, appropriate security arrangements and a clear allocation of construction, operational, regulatory and market risks.
The EPC, O&M, revenue, shareholder, guarantee and financing documents must also work together without leaving material risks with the project company that it cannot control or absorb. Direct agreements and lender step-in rights may be required where lenders need the ability to preserve the project following a contractor or project company default.
Does Using a FIDIC Contract Automatically Make an EPC Agreement Bankable?
No. FIDIC provides an established contractual framework, but bankability depends on how the selected form is adapted to the project, financing structure and allocation of residual risk.
Lenders may review the scope of work, completion timetable, payment mechanism, performance guarantees, delay and performance damages, liability caps, security instruments, testing procedures, force majeure, termination rights and interfaces with other project contracts. The FIDIC Silver Book places greater responsibility on the EPC contractor, but project-specific amendments still require careful assessment.
What Does Legal Due Diligence Cover Before Financial Close?
Lender legal due diligence may examine:
- The incorporation, ownership and authority of the project company;
- Licences, permits, land rights and grid access arrangements;
- EPC, O&M, supply, offtake and other material project contracts;
- Financing, guarantee and security documents;
- Existing liabilities, disputes and regulatory exposure;
- Environmental and social compliance requirements;
- Conditions that must be satisfied before funds can be drawn.
The review also checks whether obligations, remedies, termination provisions and risk allocation remain consistent across the full contract suite and meet the conditions set by the proposed lenders
What Should a Joint Venture or SPV Shareholder Agreement Cover?
The shareholder agreement should define the relationship between the capital provider, developer and other project participants throughout development, financial close, construction and operation.
Key provisions may cover equity commitments, cash calls, board composition, voting rights, reserved matters, information rights, funding defaults, dilution, share transfers, change of control, deadlock procedures and exit arrangements. The shareholder agreement should also remain consistent with the SPV’s constitutional documents and financing obligations.
How Does a Power Purchase Agreement Affect Project Financing?
For a power generation project, the PPA may be the principal contract supporting the project’s future revenue stream. Lenders may therefore assess its duration, pricing mechanism, payment terms, contracted volumes, offtaker creditworthiness, credit support, curtailment rules, change-in-law provisions, termination payments and assignment rights.
A PPA that does not provide sufficient revenue certainty or appropriate protection against default and regulatory change may delay financing or require additional guarantees. Dedicated Renewable Energy Law & PPA Structuring support can be coordinated with the wider project finance contract suite.
When Does an Energy Infrastructure Project Require Broader Investment and Transaction Support?
Broader transaction support may be required where an infrastructure project involves a foreign investor, private equity participation, acquisition of an existing asset or the deployment of capital through a cross-border ownership structure.
The legal review may need to address the proposed investment vehicle, transaction documents, ownership and control rights, regulatory approvals, conditions precedent and investor protections alongside the project finance structure. These matters can be coordinated through Foreign Investment & Capital Advisory.
What Does Legal Due Diligence Cover Before an Energy Asset Acquisition?
Before an M&A transaction or asset purchase, legal due diligence may examine ownership of the asset and project company, land and site rights, licences, permits, grid connections, material contracts, financing arrangements, security interests, guarantees, litigation and regulatory compliance.
The review should also identify third-party consents, lender approvals and change-of-control provisions that could affect completion or continued operation after the acquisition. Findings can then be addressed through transaction conditions, contractual protections or corrective steps before closing.
Structure and Finance Your Energy Infrastructure Project
Send the project jurisdiction, asset type, proposed investment or financing structure, existing term sheets, EPC or O&M drafts, shareholder documents and any comments received from lenders.
Nykitenko Legal will assess the project’s contractual bankability, legal risk allocation and corporate structure, and identify the steps required to proceed with financing, investment, JV formation or acquisition.