Project Finance Transactions

How to prepare a due diligence request list for Project Finance Transactions

Prepare a sponsor-side project finance diligence request list with a copyable template, evidence checks, funding priorities and a fictional worked example.

October 14, 2026  ·  10 min read
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Prepare a sponsor-side project finance diligence request list by linking each request to the project’s delivery, revenue, funding or support assumptions. Organize requests by entity, site and phase; specify the evidence needed, responsible owner and affected financing milestone. Reconcile responses against executed documents, amendments and applicable financing provisions. The resulting deliverable is a controlled list that distinguishes responsive evidence from unresolved questions and tells the sponsor what to provide, clarify or escalate before lender review or funding.

When to use this workflow

Use this workflow when sponsor counsel or an in-house legal team is preparing a project for financing, responding to lender diligence or refreshing requests after changes to construction, revenue arrangements or sponsor support.

The task is to prepare and manage the request list—not produce a complete diligence report or closing checklist. Focus on evidence needed to test financing assumptions: whether site rights cover planned infrastructure, construction milestones support revenue commencement and funding remains available if debt advances are delayed.

This is a US transactional workflow. Applicable law and operative documents govern legal requirements; the recommendations below are collection and review practices. The historical SEC-filed agreements cited illustrate negotiated provisions, not market standards or current facility terms. Permitting, enforceability, security perfection and sponsor liability require separate matter-specific analysis.

What you need

Gather enough context to request targeted evidence rather than the entire project archive:

Use the financial model to identify assumptions needing evidence, not as proof of contractual rights. Appoint a coordinating lawyer and commercial or technical owners for each response stream.

Use the template

Use the Project Finance Transactions — Diligence request list below. You can copy this table into your working document or spreadsheet. Keep one independently answerable request per row; split requests where owners, evidence or financing stages differ.

Request ID Entity / site / phase Financing question Evidence requested Basis / evidence IDs Owner Milestone / target / priority Status / next action

The financing question explains the purpose. Replace “Provide EPC documents” with “Does the completion test support the assumed revenue start?” Specify executed versions, schedules, amendments and relevant notices in evidence requested.

In basis / evidence IDs, distinguish the request’s basis from received evidence: for example, “Basis: financing draft §4.2; response: EPC-014, schedule 3.” Include clause or page references. For model assumptions, record workbook version, tab and cell.

Use milestone / target / priority to separate the affected funding stage, internal collection date and urgency. Label any contractual deadline expressly. In status / next action, distinguish requested, received, under review, gap identified and closed for collection. Record closure evidence or the outstanding action; receipt alone does not establish adequacy.

Step by step

1. Define the project perimeter and financing stages

Map borrowing entities, sites and construction phases. Identify affiliate contracts and shared access roads, substations or utilities. Determine whether each document belongs to the borrower, sponsor or another entity whose cooperation is needed.

Separate signing, effectiveness, initial funding, subsequent draws and conversion where relevant. An underwriting request may not be a funding condition. Do not copy another transaction’s stages into the list.

Record in the template: entity, site, phase and affected milestone. Where ownership or document responsibility is unclear, create an express clarification request rather than assigning collection to an assumed owner.

2. Translate financing assumptions into bounded requests

Ask what evidence establishes site access, permission to build and operate, construction delivery, grid access, revenue and operating capability. Identify which party bears delay, overrun and performance risk.

A site request should cover executed instruments, amendments, parcel descriptions and plans. An offtake request should include pricing schedules, commencement conditions, term and material notices. Tailor environmental, insurance and regulatory requests to the project’s technology, location and financing structure.

Avoid asking business owners to “confirm all permits are sufficient.” Request the permit register, approvals, conditions, pending applications and timing evidence; assign the assessment to counsel and relevant advisers.

Record in the template: the financing question, bounded evidence request and owner, with separate rows for uncertain facts requiring different responses.

3. Connect requests to applicable funding provisions

Read available financing clauses with their definitions and incorporated forms. Distinguish evidence supporting a representation from a condition to an advance or a continuing covenant.

Idaho Wind’s §3.3(b)–(c), for example, addresses construction-draw certification, payment evidence and independent-engineer review, subject to stated exceptions. The borrower certification addresses permitted project-cost use and sufficient funding for specified completion milestones. These provisions justify targeted requests in that transaction, not a universal draw checklist. See the Idaho Wind credit agreement, §3.3. (sec.gov)

Without financing drafts, label the basis “sponsor preparation assumption” and revisit it when terms arrive.

Record in the template: clause or provisional basis, referenced form, financing milestone and any interpretation requiring counsel’s decision.

4. Specify completeness and version controls

Request each material executed contract with amendments, schedules, side letters, waivers and consents. Ask owners to identify draft replacements, disputed changes and unavailable documents.

Maintain stable document IDs, execution status, effective date, version and location in the supporting index. Link those IDs to request rows. A filename marked “final” does not establish execution; an unsigned amendment must not replace the signed baseline without explanation.

Test omissions against the question being answered. Missing pricing schedules may prevent revenue verification; redacted support terms may prevent exposure analysis.

Record in the template: responsive document IDs, missing components and a precise follow-up. Request the missing attachment rather than repeating a broad request for the entire agreement.

5. Test interfaces between project contracts

Compare construction completion with revenue commencement, equipment warranties with operating responsibilities, and site and interconnection terms with the planned operating period. Request notices or change orders affecting those interfaces.

Identify evidence needed for assignments, consents and lender direct agreements. Li-Cycle’s §7.05(d) differentiates contractual requirements for newly acquired property and additional project documents, including direct agreements for major project documents and assignment or security-interest provisions for other project documents. Classification and approval qualifications matter; the clause is not a complete statement of perfection law. See the Li-Cycle agreement, §7.05(d). (sec.gov)

Record in the template: both document references, the interface or collateral question and the exact evidence needed. Do not treat a counterparty’s informal assurance as an executed contractual change.

6. Separate sponsor support obligations

Create distinct requests for base equity, contingent equity, completion funding, reserves and guarantees. Seek operative commitments, triggers, caps, aggregation provisions, security, expiry and release conditions. Request availability evidence where relevant to proposed financing terms.

The Rivian agreement illustrates the distinction: §12.02 addresses contingent equity by project block, while §12.03 separately addresses specified completion-cost shortfalls, including circumstances involving delayed advances. Do not transfer one provision’s cap to the other. Public redactions prevent full quantification. See the Rivian agreement, §§12.02–12.03. (sec.gov)

Record in the template: support category, relevant block or phase, missing unredacted evidence and responsible owner. Link scenario calculations separately rather than embedding an exposure model in the request list.

7. Prioritize, issue and reconcile responses

Rank requests by financing impact, external lead time and uncertainty. Missing access rights or counterparty consents may require earlier action than readily available corporate records. Agree priorities with the sponsor.

Consolidate duplicates while retaining lender request references. Route sensitive material through counsel’s agreed disclosure process. Review each response for responsiveness, completeness and version before closing collection.

If the response proposes a waiver, request its terms and check approval authority against the actual agreement. Keep waiver review distinct from document receipt. Transfer substantive concerns into an owned issues list rather than implying that collection resolves them.

Record in the template: owner, collection target, priority and evidence-based closure—or a specific follow-up, decision-maker and linked issue reference.

Worked example

Fictional scenario: Northbank Project Holdings is preparing construction financing for Alder Reach Energy LLC’s wind project. All parties, documents, amounts and provisions below are fictional.

The sponsor’s $180 million budget assumes September revenue commencement in the planned operating year. The data room contains executed EPC, offtake and site-lease documents, plus a draft sponsor support deed. The EPC schedule targets October completion; the offtake agreement specifies a September supply start. Neither received provision explains how those milestones align.

The construction team says a revised schedule exists but has not provided it. The lease references a missing site-plan exhibit needed to check the planned access route. The draft support deed contains a $12 million contingent-equity cap, but the room contains no executed completion commitment.

Request ID Entity / site / phase Financing question Evidence requested Basis / evidence IDs Owner Milestone / target / priority Status / next action
PF-01 Alder Reach / build Does delivery support September revenue? Executed schedule changes; revised schedule; milestone explanation EPC-01 sched. 4: October; OFF-01 §6: September Construction lead Underwriting / before technical review / high Gap: revision unverified. Reconcile milestones before accepting revenue assumption.
PF-02 Alder Reach / site Does site control cover planned access? Lease exhibit B; current layout cross-reference LEASE-01 §2 references absent exhibit B Real estate counsel Underwriting / before site review / high Incomplete: coverage unknown. Obtain exhibit and compare access route.
PF-03 Sponsor / funding What support covers delayed draws? Executed support terms; any separate completion commitment; trigger explanation SUP-D01 §5: draft $12m cap; MODEL-03 v2, Funding!D18 Sponsor finance lead Support negotiation / before instructions / high Draft only: aggregate exposure unknown. Identify separate commitments and funding gap.

PF-01 requires reconciliation, not an immediate conclusion that delay is unavoidable. PF-02 seeks missing evidence before counsel reaches a site-coverage conclusion. PF-03 prevents a proposed contingent-equity cap from becoming an assumed aggregate liability limit. The requests change what the sponsor must obtain before technical review and negotiation instructions; none is closed by an upload alone.

Common mistakes

Final quality check

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize materials and prioritize human review. Tabular review supports work across multiple documents, while contract review can assist examination of relevant provisions. Keep the request list as your team’s work product; counsel determines scope, financing significance and closure. To assess this sponsor-side workflow, book a demo.

Frequently asked questions

Should we wait for the lender’s request list?

No. Prepare a sponsor baseline from project structure and financing assumptions, then reconcile lender requests into it. Preserve lender references without duplicating collection tasks or losing distinct questions.

How detailed should permit requests be?

Identify the construction or operating activity concerned. Request the register, issued approvals, conditions, pending applications and timing evidence. Assess legal sufficiency and required timing separately under applicable law and financing terms.

What if a key project contract is still being negotiated?

Request the current draft and unresolved commercial points. Mark proposed terms as unexecuted and assign follow-up for the signed package. Do not let a draft response become a verified contractual fact.

When is a diligence request closed?

Close collection when identified evidence has been received, checked and found responsive, with a recorded basis. If substantive risk remains, link it to an owned issue; collection closure is not project clearance.

Sources

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.

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