• Based on the findings of the assessment of the status quo, the Advisor introduces a basic transaction structure with various options which will, in line with the findings in the due diligence process, continuously be developed in the course of the of the transaction
• Collection of all information from the various parties and managing the process to develop a tailor-made financing structure

• Equity requirements
• Tax rules in countries involved in the transaction, e.g. withholding tax
• Tax optimization in general
• Location of major investors
• Legal form of investors (whether they can buy notes, provide loans etc.)
• Laws and rulings in the respective countries in general
• Findings from special anticipated structural features
• Requirements which stem from state aid or promotion programs
• Additional findings described in the tax due diligence prepared by the tax consultants
• Additional findings described in the legal due diligence, in particular regarding the land and facility as well as project contracts
• Results of the cash-flow model

• Review draft contracts with regard to typical investors‘ expectations
• Assistance in negotiations with equipment suppliers regarding special investors‘ requirements
• Sharing the Advisor‘s established contacts and management of tender offers
• Management of the independent lawyer‘s due diligence regarding acquisition and service contracts, EPC contract, planning and project agreements

• Management of the independent lawyer‘s due diligence regarding land rights, leases, operating permits, authorizations, planning, property rights, land registries, urban contracts, applicable regimes, litigation and others
• Assistance in negotiations with related parties
• Management of the independent lawyer‘s due diligence regarding regulatory background, promotion of the industry (if any), state aids, change in law risks, continuity of operations, corporate due diligence for all companies involved in the transaction regarding registration and partnership agreements
• Assistance in negotiations with related parties
• Assistance in negotiations in particular with maintenance agreements, technical and administrative service agreement in order to make sure that typical investors expectations are reflected
• Assistance to identify and to review state aid and promotion programs and helps to implement appropriate programs in the financing scheme

• EPC contract or
• EPC management contract in case of multicontracting
• Energy supply contracts
• Sales, offtakes or similar agreements
• Due diligence documents (e.g. for credit worthiness: balance sheets, self-reports etc.) for major offtakers (if any) and other project parties
• O&M agreements
• Technical agreements
• Marketing documents
• Corporate documentation (SPV)
• Real Property Documents
• Permits and Licences
  • Environmental approval
  • Building permission
  • Construction licence
  • Operating licence
  • Any other permission if necessary
• Insurance Policies
  • Machinery breakdown
  • Limited liability
  • Business interruption
  • Health, workers compensation
  • Builders all risk
  • Property, fire, earthquake, hurrican
• Staffing Plan and Costs

Project Due Diligence Reports

• Technical due diligence report
• Energetical aspects: wind, solar, hydro etc
• Market and prices study
• Insurance due diligence report
• Real property due diligence report
• Land and lease report
• Commercial due diligence (financial model, cf model assumptions)
• Legal due diligence report relating to property,country, general laws and project contracts

• Developing of a base case cash flow model based on projects contracts: sales contract, purchase of raw material and other material, operation & maintenance contract, lease payments or similar, admin costs, insurance costs, workforce, compensation payments, tax, legal and consulting costs, other running operational costs; this is one other proof for the investors that the underlying contracts have independently been reviewed from an economical point of view
• Review of tax regulations and depreciation tables to be implemented which will further be checked by an independent auditor who will issue a cash flow model opinion with regard to tax and depreciation
• Developing and implementing of reserve accounts for debt service and, as the case may be, maintenance and repair; the level of reserves, e.g 6-, 9- or 12 months debt service, repair cost curves or similar will be structured in line with investors expectations and the financial ratios which should be achieved
• Developing and implementing of financial ratios based on investors expectations
• Developing of a series of operational and financial scenarios based on those revenues and cost positions which bear volatile components
• Discussion of the base case with investors and preparation of any scenarios upon investors‘ desire
• Preparation of a cash flow model book, if necessary

• Lending Documentation (depending on financial products and transaction structure)
• Security Documents
• Service Documents
• Constitutional Documents
• Legal Opinions

Financial Due Diligence Reports

• Tax Report
• Cash-flow model Audit
• Legal due diligence report (relating to the financing and transaction structure)

Signing and Closing Agenda

• Preparation of marketing material, including teasers, flyers, Information Memorandum, presentations, summary of due diligence results
• The Information Memorandum, amongst others includes the major results as described in the various due diligence reports
• Risk assessments
• Enabling continuous contact between investors and independent consultants
• Market soundings
• Investors‘ briefings and calls, Q&A sessions and meetings
• Co-ordination of investors‘ expectations regarding documents, reports and opinions with lawyers and other consultants
• Evaluation of investors proposals to invest in line with the anticipated legal and tax structure and coordinates discussions

Signing and Closing Agenda

• Co-ordination of final investors (as the case may be via bookbuilding)
• Co-ordination of signing of documents
• Co-ordination of the nomination of account and service providers (account banks, paying agent,)
• Monitoring of achievement of milestones (in cooperation with the independent technical engineer) and provides for drawdowns under the financing
• Assistance in monitoring provisions and covenants
• Preparation and distribution of investor reporting

Signing and Closing Agenda