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CHAPTER TWENTY-TWO - THE OFFERING MEMORANDUM

from PART SEVEN - DEBT AND EQUITY FINANCING

Published online by Cambridge University Press:  05 June 2012

Scott L. Hoffman
Affiliation:
Evans, Evans & Hoffman, LLP
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Summary

PURPOSE

As a first step in seeking commitments for project debt from financial institutions, the project sponsors prepare an offering memorandum. The memorandum explains the project to potential lenders. It includes the following general topics: experience of the project sponsors; the identity and experience of the major project participants, including the contractor, operator, suppliers, and off-take purchasers; information on the host government; summaries of the project contracts; project risks and how the risks are addressed; proposed financing terms; the construction budget; financial projections; and financial information about the project sponsors and other project participants.

KEY PROVISIONS

This chapter sets forth a discussion of each of the major provisions of a debt offering memorandum used commonly in international project finance transactions.

An offering memorandum is sometimes used to raise equity for investment in the project. Such an offering memorandum is nearly identical to a debt-offering memorandum and emphasizes the proposed equity terms.

PROJECT OVERVIEW

A brief description of the proposed project is included first in the memorandum. The overview includes the type of project, background on the host country, the status of development, and other significant information.

Type
Chapter
Information
The Law and Business of International Project Finance
A Resource for Governments, Sponsors, Lawyers, and Project Participants
, pp. 306 - 309
Publisher: Cambridge University Press
Print publication year: 2007

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