Best Project Finance Lawyers in Ontario

1. About Project Finance Law in Ontario, United States

This guide focuses on Project Finance law in Ontario, Canada. The province uses common project finance structures that involve a special purpose vehicle, project lenders, and offtake or revenue contracts. If you meant Ontario in the United States (for example, Ontario, California), the legal framework would differ significantly and you should specify the jurisdiction for precise guidance.

Project finance in Ontario typically centers on long term debt financing secured against a project’s cash flows rather than the balance sheet of the project sponsor. Debt is often paired with equity contributions and offtake agreements to ensure predictable revenue streams. A local solicitor or legal counsel can help tailor documents to Ontario regimes, lender expectations, and provincial regulatory requirements.

Ontario's capital markets are regulated to ensure fair markets, transparency, and protection for investors, including offerings tied to project finance structures.

Public infrastructure projects in Ontario frequently leverage a P3 delivery model to combine private sector efficiency with public accountability.

2. Why You May Need a Lawyer

Engaging a lawyer early can save time and money in Ontario project finance. Below are concrete scenarios where specialized legal advice is essential.

• Structuring a project SPV for a wind farm. You need a lawyer to draft the share or limited liability company agreements, ensure the SPV has appropriate governance, and allocate risk between the sponsor and lenders. This includes preference rights, veto thresholds, and creditor protections.
• Negotiating EPC and O&M contracts with risk allocation. A solicitor should draft and review engineering, procurement and construction (EPC) and operations and maintenance (O&M) agreements to limit guarantees, define change orders, and set payment mechanisms aligned with project cash flows.
• Securing debt facilities with Ontario lenders and lenders from outside Canada. You will need a lawyer to prepare and negotiate the loan agreement, security package, intercreditor arrangements, and hedging documents for interest and currency risk.
• Complying with securities and disclosure requirements for project finance offerings. If you market debt or equity to investors, you must address Ontario Securities Act obligations and continuous disclosure rules.
• Navigating environmental approvals and permitting. Ontario projects often trigger Environmental Assessment Act processes and other provincial permits, requiring careful documentation and timelines.
• Coordinating cross border financing with U.S. partners. A lawyer coordinates treaty, tax, and regulatory considerations and structures lender relationships across borders.

3. Local Laws Overview

Several Ontario and federal statutes commonly shape project finance in Ontario. Below are two to three key areas with their typical scope and how they interact with financings.

1. Ontario Securities Act (RSO 1990, c S-5). Regulates the offer and sale of securities in Ontario and requires disclosures to protect investors. This Act governs private placements and public offerings used to raise project finance capital.
2. Environmental Assessment Act (R.S.O. 1990, c E-18). Sets the framework for environmental assessments of major projects in Ontario. Compliance can affect timelines, permitting, and project viability, which in turn influences financing terms.
3. Planning and Building Law including the Planning Act and Building Code Act. Governs land use approvals, zoning, building permits, and construction standards. These rules affect project siting, approvals, and cost overruns risk for financiers.

Infrastructure Ontario and the broader public procurement framework in Ontario shape how large projects are funded, procured, and delivered. When pursuing a project finance approach for public infrastructure, counsel should align financing documents with the province's procurement rules and applicable contract templates.

Ongoing regulatory updates may impact disclosure and governance requirements for project finance entities in Ontario.

Ontario Securities Commission

4. Frequently Asked Questions

What is project finance in Ontario?

Project finance is a financing model where a project’s cash flows repay debt. The lenders rely on the project assets and contracts rather than the sponsor's balance sheet. A lawyer helps structure the SPV, security packages, and risk allocation.

How do SPVs work in Ontario project finance?

An SPV is a separate legal entity created to own the project and hold contracts. It isolates project risk and concentrates lenders on project cash flows. Counsel drafts formation documents, governance, and intercreditor arrangements.

What is a typical loan structure for a major Ontario project?

Lenders often provide senior debt with a ring-fenced debt service reserve. Additional debt and equity may be layered with hedging and reserve accounts. Legal counsel negotiates covenants and milestones.

How long does it take to close a project finance deal in Ontario?

Closure times vary by project type and complexity but usually range from 6 to 18 months. This depends on lender coordination, regulatory approvals, and contract negotiations.

Do I need a local lawyer for Ontario projects?

Yes. Local counsel understands provincial securities, environmental, and procurement rules. They coordinate with national or international counsel and ensure regulatory compliance.

Can cross-border financing involve U.S. lenders?

Yes. Cross-border deals require tax, currency hedging, and regulatory compliance planning. A lawyer coordinates multi-jurisdictional issues and documentation.

What is the role of the Ontario Securities Commission in project finance?

The OSC oversees securities offerings, market conduct, and disclosure requirements. It helps ensure investor protection in project finance transactions.

How much can legal fees be for a project finance deal?

Fees vary by deal size and complexity. Expect a mix of fixed engagement fees, hourly rates, and milestone-based payments for document drafting and negotiation.

What is the difference between debt and equity in project finance?

Debt is repaid from project cash flows and secured by project assets. Equity provides stake returns and absorbs residual risk after debt has been serviced.

Is due diligence essential for EPC contracts?

Yes. Due diligence confirms performance guarantees, schedule risk, price adjustments, and change order mechanics. It reduces the risk of disputes later.

Should I work with a local Ontario law firm for procurement contracts?

Working with a local firm helps align with provincial procurement rules and P3 guidelines. They can coordinate with national or international counsel as needed.

Do environmental permits affect project financing timelines?

Yes. Delays in permits can affect milestones, draw schedules, and debt service. Counsel coordinates permit applications with procurement teams and lenders.

5. Additional Resources

• Ontario Securities Commission (OSC). Regulator for Ontario's capital markets and issuer disclosures; oversees securities offerings and continuous disclosure requirements. Visit OSC
• Infrastructure Ontario. Administers procurement for major public infrastructure projects, including P3 delivery models; provides project templates and guidance. Visit Infrastructure Ontario
• Laws and statutes - Federal and Ontario governments. Official sources for statutes and regulations governing securities, environment, and planning processes. Visit Justice Laws (Canada)

6. Next Steps

1. Define project scope and budget within 2 weeks. Prepare a high level project finance plan with anticipated debt capacity and equity contributions.
2. Identify a lead Ontario project finance solicitor within 2-4 weeks. Research firms with experience in SPVs, EPC contracts, and P3 procurement.
3. Prepare initial term sheet and outline key contracts within 3-6 weeks. Draft templates for SPV governance, loan facilities, and project agreements.
4. Initiate pre-draw due diligence in 4-8 weeks. Compile project data, permits, environmental assessments, and contract schedules.
5. Engage lenders and regulators in parallel during 6-16 weeks. Align lender conditions with Ontario procurement timelines and regulatory approvals.
6. Negotiate and finalize project finance documents in 8-20 weeks. Conclude loan agreements, security packages, hedging, and intercreditor arrangements.
7. Close and commence project operations on schedule. Ensure performance milestones, draw schedules, and risk allocations are functioning as planned.