Best Project Finance Lawyers in New York City

1. About Project Finance Law in New York City, United States

Project finance law in New York City centers on financing large-scale infrastructure, energy, and real estate projects using the project’s own cash flows as the primary repayment source. The structure typically uses a special purpose vehicle (SPV) to isolate project assets and liabilities from sponsors. Lenders rely on predictable revenue streams, with lenders’ rights secured by liens on project assets and contracts.

Key components include long-term debt, power purchase agreements (PPAs), engineering, procurement, and construction (EPC) contracts, and operation and maintenance (O&M) agreements. In practice, the deal often involves intercreditor agreements, security interests under the Uniform Commercial Code Article 9, and extensive due diligence. New York’s sophisticated market and well-developed commercial law framework make it a common hub for such financings.

New York-based project financings frequently involve energy, transportation, healthcare, and large real estate developments. SPVs allow sponsors to ring-fence project risk and attract lenders, export credit agencies, or public finance authorities. For a solid primer on the secured financing framework, see authoritative resources on UCC Article 9 and its application to project finance.

“Project finance generally relies on cash flows from the project and security interests in project assets, rather than sponsor balance sheets.”

For a concise overview of secured transactions used in project finance, consult the Uniform Commercial Code Article 9 resource at Cornell Law School’s Legal Information Institute: Cornell LII - UCC Article 9.

2. Why You May Need a Lawyer

In New York City, complex project finance deals require specialized legal counsel to navigate structure, risk, and compliance. Below are concrete, NYC-specific scenarios where hiring a project finance attorney is essential.

• Public-private partnership for a new hospital expansion in NYC. A private sponsor uses a SPV to finance construction and relies on a long-term lease with the city. An attorney coordinates intercreditor agreements, PPA terms, and state procurement rules to align private financing with public obligations.
• Energy storage project tied to NYC grid modernization. Counsel negotiates EPC contracts, off-take arrangements, and security packages, while ensuring compliance with NYSERDA programs and NY tax incentives.
• Multi-lender syndication of a data center financed with tax-exempt bonds. An attorney structures the bond issue, coordinates with DASNY or other authorities, and negotiates subordination and collateral sharing among lenders.
• UCC Article 9 security perfection for equipment and accounts receivable. NYC projects require precise perfection filings, lien searches, and collateral descriptions to protect lenders’ interests.
• Intercreditor and waterfall arrangements among commercial banks and investment funds. Lawyers draft and negotiate priority rules, cash waterfall, and default remedies for diversified lenders.
• Tax considerations and mortgage recording tax for real estate-backed finance. Counsel advise on NY Tax Law implications and ensure proper filing and exemptions where applicable.

3. Local Laws Overview

New York City project finance sits at the intersection of state and city law, with several key statutes and regulations shaping transactions. The following are 2-3 essential laws and regulatory concepts to understand when advising clients in NYC.

• Uniform Commercial Code Article 9 - Secured Transactions (New York). Governs perfection and priority of security interests in personal property used in project finance, including equipment and receivables. This framework is central to lender protections in NYC financings. Reference: Cornell LII - UCC Article 9.
• NYS Public Authorities Law. Enables formation and financing of public authorities such as DASNY and NYPA to support infrastructure, healthcare, and higher education projects in New York. Counsel must align SPV structures with authority-issued debt and project agreements. For official information, see DASNY and related NY authorities pages.
• Local Law 97 of 2019 (NYC Climate Mobilization Act). Sets building emission limits for NYC properties and affects capital planning and retrofit financing. Financing structures often incorporate energy efficiency and sustainability improvements to comply with Local Law 97 requirements. See official NYC sustainability resources: Local Law 97.

Practical note: when structuring a project in NYC, expect coordination with state incentives, local environmental requirements, and procurement rules. Real-world deals increasingly integrate energy efficiency and resilience features to meet Local Law 97 targets and qualify for NYSERDA programs. For a high-level view of NY authorities and their financing role, see Empire State Development.

4. Frequently Asked Questions

What is project finance in simple terms?

Project finance is a loan secured by a project’s cash flows and assets rather than the sponsor’s overall balance sheet. Lenders place liens on the project and rely on agreements with off-takers and contractors. This structure limits sponsor risk and attracts specialized lenders.

How does an SPV work in NYC projects?

An SPV is a standalone entity created to own and operate a project. It isolates liabilities and streamlines lenders’ control over project assets. In NYC, SPVs are common for energy and infrastructure financings.

What is a PPA and why is it important?

A PPA is a long-term contract with a buyer for the project’s output, usually solving revenue certainty. It supports debt service coverage ratios and lender comfort. PPAs are central to energy and utility projects in NYC markets.

What is UCC Article 9 and why is it used?

UCC Article 9 governs secured transactions and perfecting security interests. It provides lenders with priority rights to collateral like equipment and receivables. NYC project finance relies heavily on these secured interests.

Do I need a lawyer for a project finance deal in NYC?

Yes. A NYC-based attorney can navigate intercreditor agreements, security perfection, and city procurement rules. They help avoid pitfalls in closing, enforcement, and post-closing matters.

How long does a NYC project finance closing typically take?

For mid-size projects, expect 8-16 weeks from term sheet to closing depending on due diligence and permit approvals. Large projects can take 4-9 months.

What are the typical costs of hiring a project finance attorney?

Legal fees vary by project size and complexity. Budget for 1-2% of total financing costs for counsel, plus reasonable out-of-pocket expenses. Fixed-fee arrangements are possible for defined milestones.

Do I need to file security interests in New York?

Yes. Perfection of security interests under UCC Article 9 is essential in NYC deals. Filing, notice filings, and perfection timing depend on asset types and jurisdictions involved.

What is an intercreditor agreement?

An intercreditor agreement allocates rights and remedies among multiple lenders. In NYC projects, it governs cash waterfalls, priority, and default remedies between senior and junior lenders.

Is NYC law governing framework important for a P3?

Yes. NYC and NYS procurement, contracting, and authority financing laws shape P3 structures. Counsel must align project contracts with public procurement rules and authority standards.

What is the difference between project finance and corporate finance?

Project finance isolates the project’s risk in an SPV with non-recourse or limited recourse debt. Corporate finance pools risk at the corporate level and often uses broader recourse to the sponsor.

What documents are typically involved in a NYC project finance deal?

Common documents include a term sheet, SPV charter, EPC/O&M contracts, PPAs, intercreditor agreement, security agreements, mortgage filings, and financial covenants. All must be harmonized with local law.

5. Additional Resources

These official resources can help you understand project finance frameworks, incentives, and compliance in New York:

• Dormitory Authority of the State of New York (DASNY) - Provides financing for public higher education, healthcare, and municipal facilities; issues tax-exempt bonds and manages debt programs. dasny.org
• New York State Energy Research and Development Authority (NYSERDA) - Funds energy efficiency, renewable energy, and energy storage projects; offers incentives and financing programs, including structures that align with project finance deals. nyserda.ny.gov
• Empire State Development (ESD) - State agency providing economic development programs, incentives, and financing options for large-scale projects in New York. esd.ny.gov

6. Next Steps

1. Define project scope and timeline. Write a high level description of the project, expected CAPEX, and anticipated lenders. Allocate internal and external stakeholders within 2 weeks.
2. Identify NYC-based law firms with project finance experience. Request a scope of work, hour rates, and a proposed timeline for the initial term sheet within 2-3 weeks.
3. Prepare a preliminary term sheet and structure. Include SPV design, debt sizing, security packages, off-take support, and expected covenants within 3-4 weeks.
4. Conduct due diligence and obtain necessary approvals. Coordinate permitting, environmental, tax, and counterparty diligence in 4-8 weeks depending on project complexity.
5. Draft key agreements and negotiate with stakeholders. Align EPC, PPA, O&M, intercreditor, and security documents, usually within 6-12 weeks.
6. Finalize closing checklists and regulatory filings. Prepare all closing documents, security filings, and bond documents as needed within 2-6 weeks before closing.
7. Close the financing and begin post-closing compliance. Ensure ongoing reporting, covenant compliance, and asset perfection thereafter.