Melhores Advogados de Financiamento de Projetos Perto de Si

About Financiamento de Projetos Law

Financiamento de Projetos, or project finance, is a financing approach used for large infrastructure and energy projects in Brazil. It relies on the project’s cash flows and assets rather than the sponsors' general balance sheets. A Special Purpose Vehicle (SPV) is typically created to own the project and borrow funds from lenders, with repayment sourced from project revenues and contractual arrangements.

Legal counsel helps structure the deal, allocate risks, and draft long-term contracts such as concession or PPP agreements, EPC, operations and maintenance, and off-take arrangements. The structure often involves multiple parties, including sponsors, lenders, contractors, and government agencies, all with precise roles and responsibilities. In Brazil, project finance sits at the intersection of public procurement law and corporate financing, demanding careful regulatory and contractual navigation.

Lei 11.079/2004 governs public-private partnerships and concessions, providing the framework for risk allocation and contract formation in Brazil.

Source: Lei 11.079/2004 - Planalto.

Lei 14.133/2021 introduces the New Public Procurement regime, shaping how contracts for projects are awarded and managed.

Source: Lei 14.133/2021 - Planalto.

Why You May Need a Lawyer

Project finance transactions involve complex contracts, regulatory requirements, and multi-party risk allocation. A lawyer ensures compliance and helps protect your financial and operational interests through every stage of the deal.

Scenario 1: A private consortium aims to bid on a federal highway PPP and needs help drafting the bid terms, viability studies, and the PPP contract under Lei 11.079/2004. A lawyer can align technical, financial, and legal conditions to maximize success chances.

Scenario 2: A sponsor seeks non-recourse or limited-recourse financing for an wind farm and must structure an SPV, intercreditor arrangements, and security packages. Legal counsel coordinates with lenders, insurers, and engineers to ensure enforceable collateral and clear repayment sources.

Scenario 3: An EPC contractor wants to secure performance guarantees and liquidated damages provisions that balance risk between the government, SPV, and construction firm. A lawyer negotiates guarantees, warranties, and remedies to avoid project delays.

Scenario 4: A Brazilian lender or bank syndicate requires robust regulatory compliance, anti-corruption controls, and proper environmental and social due diligence. A lawyer helps prepare due diligence reports and ensures contract language meets regulatory standards.

Scenario 5: A purchaser or offtaker needs to understand long-term tariff, currency, and revenue risk allocations in the contract. Legal counsel drafts stabilisation and risk-sharing provisions to reduce future disputes.

Local Laws Overview

Brazil operates under a mix of procurement and project finance-specific laws. The main statutes relevant to Financiamento de Projetos include PPP and concession frameworks, public procurement rules, and general contract law. Below are the key laws and how they apply in practice.

• Lei n° 11.079/2004 - Lei de Parcerias Público-Privadas (PPP) e concessões. Enforces the framework for public-private partnerships and the allocation of project risks through contract structures. It is frequently cited in infrastructure procurements and private sector participation programs. (Effective since 2004)
• Lei n° 14.133/2021 - Nova Lei de Licitações e Contratos Administrativos. Introduces modern procurement rules and contract management standards for public projects and concessions. It supersedes many provisions of older laws and is being implemented through regulatory updates. (Signed into law in 2021; transitional provisions apply)
• Lei n° 8.666/1993 - Lei de Licitações. The prior framework for bidding and contracting in Brazil still applies in some contexts and transitional periods. It remains relevant for certain procurements not yet migrated to the 14.133 regime. (Original enactment in 1993)

For official texts and updates, consult the government portals hosting the laws. The Planalto website provides authoritative copies of these statutes.

Lei 11.079/2004 defines PPPs, including contract types, eligible projects, and governance rules for stable partnerships with the private sector.

Source: Lei 11.079/2004 - Planalto.

Lei 14.133/2021 governs the procedures for public procurement and contracting, including bidding, contract formation, and oversight.

Source: Lei 14.133/2021 - Planalto.

Frequently Asked Questions

What is project finance and how does it differ from corporate funding?

Project finance centers on the project’s cash flows and assets, not the sponsors' balance sheets. A dedicated SPV borrows funds and repays them from project revenues, reducing sponsor risk exposure.

How do I start a project finance deal in Brazil?

Begin with a clear project plan, identify potential lenders, and assemble a feasibility study. Engage a project finance lawyer early to draft term sheets and ensure regulatory compliance.

What is an SPV and why is it used in project financing?

An SPV is a separate legal entity that owns project assets and contracts. It isolates project risk, simplifies financing, and facilitates creditor recourse to project cash flows.

Do I need to use Lei 11.079/2004 for PPP projects?

Lei 11.079/2004 is the primary framework for PPPs in Brazil, outlining governance, bidding, and contract standards. Some projects may also involve concessions under specific regulatory regimes.

How much equity is typically required in a Brazilian project finance deal?

Equity levels vary by project type and lender requirements, but sponsors commonly provide 15-30% of the project cost in early-stage arrangements. The rest is financed through debt and contingencies.

What is the difference between a PPP and a concession contract?

A PPP involves shared risk with the government via a contractual partnership. A concession grants private control of asset operation and revenue collection under regulatory terms.

Can a foreign sponsor participate in Brazilian project finance?

Yes, subject to regulatory approvals, currency risk management, and compliance with local capital and repatriation rules. Local partners or a Brazilian SPV may be required for certain projects.

What is the typical timeline for a project finance deal in Brazil?

From project conception to financial close, timelines usually range from 12 to 36 months, depending on project complexity and regulatory approvals. Public procurement adds additional compliance steps.

What kinds of guarantees are common in project finance?

Common guarantees include performance bonds, parent company guarantees, and security interests in project assets. Lenders seek robust collateral and off-take arrangements to secure repayment.

Is BNDES involved in project finance, and how does it help?

BNDES provides financing for infrastructure and energy projects through dedicated lines and programs, often co-financing with banks and private lenders. Applicants must meet eligibility criteria and demonstrate project viability.

What should I ask a lawyer before signing a project finance term sheet?

Ask about risk allocation, security packages, tax considerations, currency risk, and regulatory compliance. Ensure the scope and fees align with expected diligence and closing timelines.

What are the main regulatory risks in Brazilian project finance?

Regulatory risks include licensing delays, environment approvals, and changes in procurement or concession rules. A lawyer helps anticipate and mitigate these through contract terms and contingencies.

Additional Resources

• Planalto - Portal da Presidência - Official texts of Brazilian laws including Lei 11.079/2004 and Lei 14.133/2021. Function: hosts authoritative legal documents for public procurement and PPP frameworks. Lei 11.079/2004, Lei 14.133/2021.
• BNDES - Banco Nacional de Desenvolvimento Econômico e Social. Function: provides financing for infrastructure and project finance lines, often co-financing with banks and private lenders. BNDES.
• CADE - Conselho Administrativo de Defesa Econômica - Federal competition authority. Function: reviews deals for antitrust concerns in public-private arrangements and project-related mergers. CADE.

Next Steps

1. Define the project scope and financing strategy in a one-page briefing, including anticipated debt-to-equity, sources of funds, and key milestones. Timeframe: 1-2 weeks.
2. Gather preliminary documents such as the project feasibility study, environmental licenses, and proposed concession or PPP terms. Timeframe: 2-4 weeks.
3. Identify and interview at least three Brazilian project finance lawyers with PPP and concession experience. Prepare a short list of questions about past deals and regulatory familiarity. Timeframe: 2-3 weeks.
4. Request a detailed engagement proposal outlining scope of work, fees, and a rough timetable for due diligence and contract drafting. Timeframe: 1 week after interviews.
5. Engage the selected attorney and begin due diligence, including regulatory, tax, and environmental reviews. Timeframe: 3-6 weeks for initial diligence.
6. Review and negotiate the term sheet, ensuring risk allocation aligns with project economics and lender expectations. Timeframe: 2-4 weeks.
7. Prepare for closing by coordinating with lenders, government regulators, and EPC/O&M contractors to finalize all contracts. Timeframe: 4-12 weeks depending on project complexity.