The financing of large infrastructure projects poses high legal and economic challenges, especially for publicly funded projects. Whether transport, energy, digital networks or hydrogen infrastructure:
KPMG Law offers integrated legal advice along the entire project cycle and works closely with experts from the Tax, Advisory, Consulting and Audit departments of KPMG AG Wirtschaftsprüfungsgesellschaft.
Investment structures for infrastructure and energy projects
One focus of our practice is the structuring and establishment of investment funds. We design closed and open-ended infrastructure and energy funds in all legal forms, for example as special AIFs, ELTIFs and, in cooperation with our international network, also in foreign jurisdictions, for example as Luxembourg RAIFs or SICAVs. We coordinate approval procedures with BaFin, draft articles of association and management agreements, set up depositary processes and integrate ESG requirements of the SFDR and the EU taxonomy.
In addition, we advise issuers and syndicate banks on the issue of green bonds, project bonds, registered bonds and promissory bills – from structuring to listing in Frankfurt or Luxembourg, for example – and also take care of ongoing reporting.
Bank and project financing
In traditional bank and project financing, we support clients from the initial term sheets to financial close. Our lawyers draft LMA-based loan agreements, structure comprehensive collateral pacts and draw up intercreditor agreements. During the construction phase, we manage the conditions precedent, while during the operational phase we take on contract amendments and restructuring if project parameters change.
Corporate law and M&A
Infrastructure projects are usually organized in joint ventures, special purpose vehicles or holding structures. Our corporate team develops suitable governance models. We establish SPVs as GmbHs, GmbH & Co. KGs, AGs or European SEs, carry out transformations and carve-outs and draft shareholder and pool agreements. We carry out due diligence reviews, negotiate purchase agreements and coordinate implementation security up to closing.
Energy law
Our specialists provide comprehensive advice on wind, solar, storage and hydrogen projects or conventional power plant projects or on investments in the grid sector, in particular
We also have extensive experience in drafting project contracts such as EPC and O&M contracts. In the event of delays, cost increases or regulatory intervention during construction or operation, we represent your interests in negotiations, before civil courts or arbitration tribunals under DIS or ICC rules.
Public approvals
We support planning approval, regional planning and Federal Immission Control Act (BImSchG) procedures in such a way that financiers have access to reliable timelines, risk assessments and enforceability as early as the early-stage due diligence process. Approval gaps, ancillary provisions with cost consequences or potential risks of legal action are legally assessed, monetized and integrated into the financing models. In this way, we create the planning and investment security that is a prerequisite for non-recourse loans and capital market issues.
Subsidies and EU state aid law
The potential of public subsidies and incentives often remains untapped. The targeted use of grants, tax concessions and other instruments can significantly reduce investment costs. We identify suitable funding opportunities, design the acquisition process efficiently and in compliance with subsidy law and minimize risks during application and implementation.
We provide support from early project conception through to application, including the structuring of consortium and cooperation projects. Our advice includes funding scouting, funding strategy, review of funding requirements, selection of suitable programs and classification under state aid law. We structure funding applications in such a way that they do not restrict future funding rounds.
During implementation, we support calls for funds, proof of use, project changes, cost reallocations and deadline extensions. We negotiate payment-friendly conditions and flexible reporting obligations with approval bodies. In the event of audits by audit offices, OLAF or the EU Commission, we represent your project and fend off unjustified reclaims.
Our experience includes sector-specific funding strategies for energy, infrastructure, digitalization, transport, research and health.
Public procurement law
In public procurement law, we design and support PPP, PPP and concession models with bankable risk allocation. We develop procurement models, structure procedures and accompany them from the determination of requirements to the award of the contract.
We provide support in needs analysis, market sounding and preparation of dialog procedures such as competitive dialog or negotiated procedures with competitive tendering. Our team advises on all issues relating to public procurement and procurement law with links to subsidy and EU state aid law, budgetary, environmental, energy, construction and planning law. We prepare tender documents, ensure economic efficiency, transparency and equal treatment, represent clients and bidders in review proceedings, provide interim legal protection and prevent conflicts through preventive risk analyses.
Our experience includes infrastructure, transportation, energy, healthcare and IT procurement. In this way, we ensure that financing commitments are upheld and projects are implemented in a sustainable and legally compliant manner.
Dispute resolution & restructuring
In the event of delays, cost increases or regulatory intervention, our litigation teams represent your interests before ordinary courts, arbitration tribunals (DIS, ICC) and in mediation proceedings. We restructure contracts, assist in negotiations with financiers and ensure that the project is resilient to restructuring and insolvency.
Success in infrastructure financing is the result of interdisciplinary advice. That is why KPMG Law works closely in all project phases with KPMG AG Wirtschaftsprüfungsgesellschaft in all project phases.
Tax accompanies the planning and establishment of fund and project structures and supports you on the subject of transfer pricing.
Advisory prepares financial models, carries out sensitivity and stress tests and provides economic advice on applications for public subsidies and bank loans.
Audit audits annual and consolidated financial statements in accordance with HGB and IFRS, and reviews ESG key figures and green bond reports.
Infrastructure financing should be viable, legally secure and sustainable. KPMG Law combines legal precision with commercial foresight.
Are you planning an infrastructure project or considering restructuring your existing financing? Contact us – we will work with you to develop the financing solution that will take your project into the future.
Partner
Head of Sector Legal FS Asset Management
Head of Sector Legal FS Insurance
Heidestraße 58
10557 Berlin
Tel.: +49 30 530199 200
ukeunecke@kpmg-law.com
Partner
Tersteegenstraße 19-23
40474 Düsseldorf
Tel.: +49 211 4155597976
marcgoldberg@kpmg-law.de
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