How to prepare a deal issues list from transaction documents for Project Finance Transactions

A sponsor-side deal issues list turns discrepancies across financing and project documents into decisions about funding access, project delivery and sponsor exposure. Start with a version-controlled document set, map project obligations to financing provisions, and identify conflicts requiring action. For each issue, record the evidence, financing consequence, sponsor position, fallback, decision-maker and closure requirement. The deliverable is a prioritized negotiation agenda supported by clause-level citations—not a diligence summary, document inventory or substitute for the operative agreements.

When to use this workflow

Use this workflow when sponsor counsel or an in-house project team receives financing drafts, material project-contract revisions or diligence findings requiring sponsor instructions. Typical triggers include a lender negotiation call, investment-committee review or approval of a construction-funding package.

Define the current decision: signing terms, initial funding, construction draws, conversion or completion-support exposure. Include continuing obligations where they affect present drafting or economics, but keep routine compliance administration outside the negotiation agenda.

This is a general US transactional workflow. Contract rights depend on operative language, governing law, facts and structure. The historical filed agreements below illustrate negotiated obligations, not legal requirements or market standards. Applicable-law questions concerning security perfection, permits and enforceability require separate analysis where material.

What you need

Collect the financing agreement, sponsor-support documents, security documents, account arrangements, fee letters and proposed direct agreements. Include definitions, certificate forms, schedules and incorporated exhibits; reviewing a funding condition without its certificate form can leave the actual certification burden unresolved.

Obtain relevant engineering, procurement and construction (EPC), equipment-supply, offtake, interconnection, site-control and operating documents, together with permits and insurance materials. Link amendments, change orders, side letters, waivers and consents to their underlying contracts.

Request the current construction schedule, budget, draw assumptions, revenue-start assumptions and approved sponsor-commitment limits. These commercial inputs test consequences; they do not replace contractual evidence.

Assign stable document IDs and record version, execution status, project entity, site and phase. Obtain sponsor instructions identifying approval limits and decision-makers. Flag missing attachments and redactions before characterizing an issue as established or cleared.

Use the template

The companion template is Project Finance Transactions — Deal issues list. Copy this table into your working document or spreadsheet. Use one decision per row; combine linked sub-issues only where the same negotiated solution resolves them.

In Evidence / gap, identify document IDs, versions and clause or page citations. Distinguish verified wording, missing evidence and unconfirmed business assumptions. Cite both documents for a mismatch.

Issue / consequence states the decision and its financing effect. Priority / reason explains urgency, such as a condition blocking the next draw, rather than merely assigning a color.

Separate the preferred outcome from an authorized fallback. Cost / dependency records exposure, assumptions and required input; reference the model version and calculation cell where available. Owner / approver distinguishes the person progressing the issue from the person authorized to accept it. Closure requires documentary evidence or documented risk acceptance, not simply a “resolved” label.

Step by step

1. Fix the decision boundary and document baseline

Identify the financing event the list supports and the versions under negotiation. Separate signing, effectiveness, initial funding, later draws and conversion. A requirement tolerable for a later draw may block the advance needed to mobilize the contractor.

Confirm which sponsor entity gives each undertaking and which project company receives financing. For phased or multi-site projects, identify the affected site or block. Record project entity and scope within the issue text where the table does not have a separate field.

Record: the relevant stage, source versions and any missing-document issue preventing a material decision.

2. Map project obligations to financing consequences

Connect material project contracts to relevant representations, conditions, covenants, defaults and collateral requirements. Compare construction tests and milestones with revenue commencement, draw availability and financing completion definitions. Examine price escalation, delay remedies, termination, assignment and lender cure rights where they change the decision.

Classification matters. Li-Cycle Section 7.05(d) distinguishes supplemental security documentation, direct agreements and assignment or security-interest consents or contractual rights, depending on document classification and stated qualifications. Check the definitions rather than assuming every new contract requires identical treatment. Li-Cycle agreement, Section 7.05

Record: linked clauses, the actionable discrepancy, classification uncertainty and the proposed solution. Keep applicable-law perfection analysis separate from contractual deliverable requirements.

3. Test funding conditions against available evidence

Read each condition with its definitions, certificate form and exceptions. Determine who can support the certification, what records are required and whether they will exist when cash is needed. Distinguish delivery from acceptance and satisfaction.

Idaho Wind Sections 3.3(b)–(c) illustrate borrower drawdown certification, supporting payment evidence and independent-engineer review, subject to stated exceptions. The certification includes permitted project-cost use and sufficient funding for specified completion milestones. These are that agreement’s requirements, not universal draw conditions. Idaho Wind agreement, Section 3.3

Record: the funding consequence, missing evidence, responsible technical or finance reviewer, and proposed drafting change or satisfaction route. An absent report establishes an evidence gap, not necessarily failure of the condition.

4. Separate sponsor commitments before assessing exposure

Review base equity, contingent equity, completion funding, reserves and guarantees independently. Identify each obligor, trigger, amount or formula, cap, security, funding timing and release conditions. Test overruns, delayed draws and missed completion milestones against each commitment, including possible overlap.

Do not transfer a cap between provisions. Rivian Section 12.02 addresses contingent-equity mechanics separately from Section 12.03 completion-cost funding, including specified shortfalls when advance conditions are not satisfied in time. Redacted figures and timing terms prevent the public filing from establishing total sponsor exposure. Rivian agreement, Sections 12.02–12.03

Record: disputed commitments separately, with unquantified exposure, aggregation questions and the unredacted documents or commercial instructions required.

5. Convert findings into sponsor decisions

Move observations requiring no negotiation, escalation or material evidence request to the diligence record. Rewrite remaining findings as decisions. “Should the sponsor accept completion funding triggered by unavailable debt proceeds?” is more useful than “Review completion guarantee.”

Rank issues by funding impact, sponsor exposure, project interruption and time to resolve. Distinguish a serious but remote risk from a smaller issue blocking the next draw. Have commercial specialists validate financial assumptions.

Make the proposed solution specific: amend the completion definition, limit a funding trigger, revise a certificate or obtain a defined consent. Identify affected provisions and consequential changes.

Record: preferred position, fallback, commercial trade-off, owner and approver. State “not authorized” where no fallback instruction exists; do not invent sponsor authority.

6. Verify consent routes and closure conditions

Identify who can approve the solution. A lender contact’s agreement does not itself establish the approval required by the documents. Distinguish amendment, waiver, deferral and evidence of satisfaction; they address different problems.

Idaho Wind Section 3.3 provides for written waiver by the Administrative Agent with Majority Lender consent, except that waiver for the initial construction loan requires all Lenders’ consent. That threshold is specific to the stated construction-loan conditions. Idaho Wind agreement, Section 3.3

Record: approval authority, affected provisions, required form and closure evidence. Preserve waiver conditions, scope and duration rather than treating a temporary concession as a permanent fix.

7. Reconcile negotiated results and assign residual work

Compare revised clauses with sponsor instructions after each negotiation round. Check related definitions, support documents, certificates and direct agreements. Preserve rejected positions and the authorized reason for accepting the outcome.

Transfer surviving operational obligations to an owned tracker without treating the issues list as proof of compliance. Li-Cycle Section 7.09 contains continuing performance and enforcement obligations with express exceptions; a document inventory cannot establish their performance. Li-Cycle agreement, Section 7.09

Record: disposition, replacement citations, closure evidence and ownership of residual work. Keep an issue open if the agreed drafting or approval remains outstanding.

Worked example

Fictional scenario. Alder Reach Energy LLC sponsors a wind project owned by Alder Reach Wind One LLC. Counsel reviews a proposed $210 million construction facility before the sponsor authorizes negotiation instructions. All parties, documents, amounts and provisions below are invented.

The review set contains credit draft CF-03, EPC draft EPC-02, offtake draft OFF-04 and support draft SUP-01. CF-03 §4.3 requires an engineer-confirmed completion-funding statement for construction draws, but the proposed engineer report is absent. EPC-02 §8 schedules a $7 million payment before OFF-04 §5’s revenue-start milestone. SUP-01 §3 caps contingent equity at $12 million; §4 creates separate completion funding without expressly extending that cap. No validated cash forecast or downside model has been supplied.

Row 01 changes an assumed funding problem into an evidence question. Counsel should request the report and clarify the certification route before concluding that a draw will fail. Row 02 requires finance to test liquidity: payment before revenue is not inherently a drafting defect, and available debt or equity could fund it.

Row 03 prevents the committee from treating $12 million as a demonstrated ceiling on all sponsor support. Counsel must trace §4’s triggers and release provisions before presenting exposure. None of the rows is ready for closure; the next decisions depend on missing technical and financial input, not invented conclusions.

Common mistakes

• Listing every diligence observation. Retain only decision items and material evidence gaps; keep informational findings elsewhere.
• Comparing headings instead of obligations. Match completion tests, payment milestones and certification requirements across financing, EPC and offtake documents.
• Presenting support as one capped amount. Trace separate triggers, aggregation provisions and releases before describing a ceiling.
• Equating delivery with acceptance. Preserve the actual satisfaction, acceptance, waiver or deferral evidence and its qualifications.
• Closing only the lead clause. Reconcile definitions, certificates and support documents before marking the negotiated change complete.

Final quality check

• Every row identifies the relevant entity, stage and current source version.
• Clause, page and supporting-record citations have been checked against the actual documents.
• Verified wording, missing evidence and commercial assumptions remain distinguishable.
• Funding and exposure assumptions have identified technical or commercial reviewers.
• Preferred positions and fallbacks reflect actual sponsor authority.
• Approval thresholds and waiver conditions match the operative documents.
• Closed items have evidence; unresolved items have owners, dependencies and decision routes.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its contract review supports review and redlining. In Word, counsel can choose the represented party or neither and provide deal-specific instructions. Findings quote and locate clauses, rank severity and identify missing language as not present. Counsel can edit or insert suggestions as ordinary tracked changes in the signed-in Word user’s name, or dismiss findings with reasons. Tabular review supports cross-document work, while due diligence classification can organize documents and prioritize human review. Keep issue selection, legal judgment and sponsor approvals lawyer-controlled. Book a demo to discuss this workflow.

Frequently asked questions

Should project-contract issues appear alongside loan terms?

Yes, when they affect financing or sponsor decisions. A construction test, assignment restriction or revenue-start condition may create the problem even when the credit agreement is internally consistent. Cite the project provision and its financing consequence.

How much replacement drafting belongs in a row?

Enough to explain the outcome and authorized fallback. Put lengthy language in the affected draft and cross-reference it. The issue row should remain usable by commercial decision-makers, with consequential document changes identified.

What if a material exhibit is missing?

Create an evidence issue where the absence prevents a decision. Identify the missing document, question, request owner and dependency. Do not substitute an assumed certificate or schedule, or describe an unverified condition as failed.

Can an accepted risk be marked closed?

Yes, after an authorized sponsor decision-maker documents acceptance of the defined risk. Distinguish risk acceptance from a drafting fix. Assign mitigation and continuing obligations, and retain the decision record as closure evidence.

Sources

Historical filed agreements support the narrow drafting examples above. They do not establish current facility status, subsequent amendments or market standards.

• Idaho Wind Partners 1, LLC — Credit Agreement, Exhibit 10.25, Section 3.3
• Li-Cycle — Loan Arrangement and Reimbursement Agreement, Exhibit 10.1, Sections 7.05 and 7.09
• Rivian — Loan Arrangement and Reimbursement Agreement, Exhibit 10.1, Sections 12.02–12.03

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.