Best Project Finance Lawyers in Odessa

1. About Project Finance Law in Odessa, Ukraine

Project finance in Odessa, Ukraine centers on funding large-scale infrastructure and energy ventures through a dedicated project company, typically a special purpose vehicle (SPV). Lenders rely primarily on the project’s cash flows and assets rather than the sponsor's balance sheet. This structure spreads risk and enables financing of capital-intensive projects such as port upgrades, logistics corridors, and renewable energy facilities near Odessa and the broader Odessa region.

Odessa's strategic location as a major Black Sea port makes port modernization, terminal expansions, and logistics infrastructure common targets for project finance. Local regulations, cross-border investment frameworks, and currency controls influence how finance documents are drafted and closed. Because enforcement and dispute resolution often involve local courts and international arbitration, having counsel familiar with Odessa's commercial landscape is essential.

In practice, project financing in Odessa typically involves SPV formation, concession or PPP arrangements where applicable, tailored security packages, and multi-lender facilities. The legal framework combines general contract and security rules with sector-specific rules for ports, waterways, and energy projects. A local attorney can help navigate permit regimes, procurement rules, and cross-border currency and tax considerations that affect deal economics.

2. Why You May Need a Lawyer

Scenario 1: You plan a private sector port terminal expansion in Odessa and require a finance plan with a non-recourse loan framework. A lawyer can help structure the SPV, draft the inter-creditor agreement, and align security interests with port authority requirements. This minimizes the risk of post-closing disputes that could derail construction milestones.

Scenario 2: A Ukrainian developer seeks a concession for a new cargo terminal in the Port of Odessa. You will need counsel to review the concession agreement, ensure compliance with PPP procedures, and coordinate with the agency issuing the concession. Timely legal input reduces bidding risk and clarifies expected revenue streams and guarantees.

Scenario 3: You are assembling a cross-border project finance package for an Odessa wind farm. Lawyers must harmonize Ukrainian and international loan documents, manage repatriation of funds, and address currency controls. A local attorney helps ensure tax structuring aligns with the Tax Code while preserving lender comfort on security and default remedies.

Scenario 4: A lender or sponsor needs to perfect collateral over port assets, including port equipment and real property in Odessa. Legal counsel can draft perfected security packages, intercreditor arrangements, and security trustee provisions to withstand cross-border enforcement and asset liquidation.

Scenario 5: A foreign investor seeks to participate in an Odessa infrastructure project. You will need counsel to navigate Ukrainian corporate governance, anti-corruption procurement rules, and regulatory approvals. Proper documentation reduces execution risk and supports source of funds compliance.

Scenario 6: A project requires tax incentives or exemptions to improve returns. A lawyer can identify eligible incentives under Ukrainian law, structure the deal to maximize benefits, and ensure compliance with ongoing reporting obligations. This reduces the risk of later adjustments or penalties.

3. Local Laws Overview

Key legal texts shape project finance in Odessa, combining general contract law with infrastructure-specific regulations. The following are commonly relied upon in Odessa deals:

• Civil Code of Ukraine - Governs contracts, collateral, corporate acts, and cross-border contractual relationships. It provides the framework for SPV formation, loan agreements, guarantees, and security interests used in project finance. For official text see the Verkhovna Rada law portal.
• Law on Public-Private Partnership - Establishes the framework for private sector involvement in public infrastructure through PPP arrangements. It governs procurement, risk sharing, and performance guarantees in infrastructure projects, including those in the Odessa region. See official texts on the law portal for current amendments.
• Law on Seaports of Ukraine - Regulates port operations, concessions, and related infrastructure activities within Ukrainian seaports, including Odessa. It helps determine concession rights, port service standards, and state supervision of port activities. Official texts are available through the Verkhovna Rada law portal.
• Tax Code of Ukraine - Applies to project finance structures, including value added tax, corporate income tax, transfer pricing, and other cross-border tax considerations relevant to lenders and SPVs. Consulting periodical updates on the Tax Code can help manage project economics.

Notes for Odessa projects: local approvals, environmental permits, and port-specific procurement rules can affect timing and costs. For reference, you can consult the official Ukrainian law portal for current versions and amendments of these acts. See also law portals and official sources for the latest texts and changes.

4. Frequently Asked Questions

What is project finance and how does it work in Ukraine and Odessa?

Project finance funds a project based on its cash flows and assets rather than the sponsor’s balance sheet. An SPV is created to own project assets, with lenders repaid from project revenues and limited recourse beyond the SPV’s assets.

How do I start a project finance deal in Ukraine and Odessa?

Identify a bankable project, form the SPV, secure a term sheet from lenders, and engage local counsel to draft and negotiate the finance documents, security, and warranties. A robust feasibility study and permits are typically required early in the process.

When should I consider a PPP or concession route in Odessa?

When the project involves public infrastructure or requires state involvement, PPP or concession structures can provide regulatory support and potential government concessions. Early engagement with the relevant authorities helps align procurement and financing timelines.

Where can I find the official law texts governing these structures in Ukraine?

The Verkhovna Rada’s official law portal hosts the texts of Civil Code, PPP laws, and Seaports laws. Accessing these sources ensures you work with current statutory provisions and amendments.

Why is collateral important in project finance and what forms does it take in Odessa?

Collateral secures lenders by offering recourse beyond the project cash flows. In Odessa, typical forms include liens on SPV assets, shares, and assignment of project contracts, with intercreditor agreements clarifying priority among lenders.

Can a foreign investor participate in Odessa port projects?

Yes, with proper compliance. You must observe currency control rules, tax obligations, and compliance requirements under Ukrainian law, along with appropriate approvals from authorities.

Should I hire local counsel for a project in Odessa?

Yes. Local counsel understands Odessa's permitting processes, procurement rules, and court practices, which can reduce closing risk and streamline regulatory compliance.

Do I need a feasibility study before financing a project in Odessa?

Most lenders require a detailed feasibility study and cash flow projections to assess project viability and repayment risk before committing funds.

Is a cross-border loan possible for Odessa infrastructure projects?

Cross-border loans are common in Ukraine and often involve currency risk management, cross-border security arrangements, and compliance with international lender standards.

What is the typical timeline from term sheet to closing in a Ukrainian project finance deal?

Depending on project complexity, timelines range from three to twelve months, with longer periods for highly regulated port or PPP projects and complex security packages.

How much do project finance lawyers typically charge for a deal in Odessa?

Lawyer fees depend on deal complexity, lender requirements, and the amount of due diligence. Expect a mix of fixed fees for standard documents and time-based charges for negotiations and closing work.

Do I need to consider local dispute resolution options for Odessa deals?

Yes. Contracts commonly include arbitration provisions or court-based remedies, with the choice of venue affecting enforcement options in Ukraine and abroad.

5. Additional Resources

• Verkhovna Rada of Ukraine - Official Law Portal - Access the full text of Ukrainian laws, including Civil Code, PPP, and Seaports regulations. https:// zakon.rada.gov.ua
• IFC Ukraine - Provides guidance on project finance, risk assessment, and international financing approaches for Ukrainian infrastructure and energy projects. https://www.ifc.org
• World Bank Ukraine - Offers policy guidance, financing programs, and knowledge resources for infrastructure investments in Ukraine, including Odessa region projects. https://www.worldbank.org/en/country/ukraine

6. Next Steps

1. Define your project scope and identify the appropriate financing model (SPV, PPP, concession, or blended finance) and the Odessa-regional regulatory pathway.
2. Engage a local project finance attorney with experience in Odessa port and infrastructure deals to assess regulatory constraints and tailor the structure to lender expectations.
3. Prepare a high-level feasibility study and initial term sheet outlining key economics, security, and governance terms for lenders' review.
4. Begin early discussions with relevant Odessa authorities and potential lenders to align procurement processes, permits, and concession requirements.
5. Develop the SPV, draft the core financing documents, and assemble a comprehensive security package in coordination with your counsel.
6. Submit all regulatory approvals, finalize intercreditor arrangements, and conduct a thorough due diligence package for closing.
7. Close the transaction and implement ongoing compliance, reporting, and post-closing performance monitoring with your legal and financial advisors.