Close & hand over
Close & Hand Over: From Signed Term Sheet to Financial Close and Smooth Transition
We convert negotiated terms into binding, bankable agreements and drive the deal to financial close — coordinating due diligence, finalising definitive agreements, tracking conditions precedent, and managing the operational handover so the authority, the concessionaire and lenders start the concession period with no loose ends.
Typical duration · 10-16 weeks from term sheet to financial close, plus 4-8 weeks transition support
Samples generated 07 Sept 2026, 07:55 am ISTWhat happens in this step
- 01Coordinate legal, technical, financial and environmental due diligence across advisors, resolving red-flag items before they threaten timelines
- 02Finalise definitive agreements — concession/PPP agreement, state support agreement, escrow and substitution agreements, O&M and EPC contracts — aligned to the negotiated term sheet
- 03Build and track a conditions-precedent (CP) matrix across authority, concessionaire and lender obligations, with a single-point tracker and weekly status calls
- 04Support lender due diligence, credit committee queries and facility agreement finalisation for financial close (debt and equity draw-down)
- 05Coordinate signing logistics, notarisation, stamping/registration and regulatory filings (competition/FDI/sectoral approvals as applicable)
- 06Manage the transition plan — asset handover protocols, employee transfer, data room closure, baseline condition surveys, and performance-security lodgement
- 07Set up post-close governance — monitoring dashboards, reporting calendars, dispute-resolution triggers, and first-90-day obligation tracking
What we need from you
- Agreed term sheet / letter of award and negotiated risk allocation
- Draft definitive agreements and prior due-diligence reports (legal, technical, environmental)
- Lender information memorandum and financing term sheet
- List of conditions precedent from all parties (authority, concessionaire, lenders)
- Asset registers, employee rolls and existing contracts for transition planning
- Insurance, performance security and guarantee formats required under the concession
- Statutory approval status (environmental clearance, land title, regulatory consents)
Worked example (anonymised, illustrative)
300-Bed Multi-Specialty Hospital PPP (DBFOT) · 300 beds, tertiary care, 22-year concession · Eastern India
State health department awarded a DBFOT hospital concession; advisory led financial close coordination across 14 CPs, definitive agreement finalisation, and a 10-week handover of the partially built asset to the concessionaire's O&M team.
Sample deliverables from this step
Every sample below is analyst-written and anonymised for illustration — structure and depth mirror our real deliverables; figures and names are not from any client engagement.
Illustrative · Growthifye-preparedConditions Precedent (CP) Tracker
Master matrix of all CPs across authority, concessionaire and lenders, with owners, evidence required and closure status.
Sample excerpt · CP tracker excerpt (14 of 41 items) — illustrative figures
| # | CP item | Responsible party | Status | Target date |
| 3 | Land handover certificate (12.4 acres) | State health dept | Closed | Wk 4 |
| 7 | Environmental clearance (EC) amendment | Concessionaire | In progress | Wk 6 |
| 11 | Escrow account opening & waterfall set-up | Lender/Concessionaire | Closed | Wk 5 |
| 18 | Performance security (INR 18 cr) lodgement | Concessionaire | In progress | Wk 8 |
| 24 | Insurance policies (CAR + third-party) | Concessionaire | Pending | Wk 9 |
| 31 | Lender legal opinion & CP certificate | Lenders' counsel | Pending | Wk 10 |
| 38 | State guarantee / support undertaking | State govt | Closed | Wk 7 |
- Weekly CP call with authority, lenders and concessionaire until closure
- Financial close conditional on all lender CPs being satisfied or waived
Illustrative · Growthifye-preparedDefinitive Agreements Package
Finalised concession agreement, state support agreement and O&M contract, redlined against the negotiated term sheet with a change log.
Sample excerpt · Definitive agreement change log (sample clauses) — illustrative figures
| Clause | Term sheet position | Final agreement | Rationale |
| Change in scope cap | 10% of capex | 12% of capex | Lender requirement for buffer |
| Termination payment (authority default) | 100% debt + 90% equity | 100% debt + 80% equity | Negotiated risk-sharing |
| O&M performance security | INR 5 cr | INR 6 cr | Aligned to O&M contract value |
| Handback condition standard | As-is | Residual life >75% | Authority protection clause |
| Force majeure cap | 180 days | 270 days | Post-COVID market practice |
- All redlines tracked against board-approved term sheet
- Final versions circulated for signature only after lender no-objection
Handover & Transition Plan
Day-wise transition plan covering asset baseline surveys, employee transfer, data room closure and first-90-day operational obligations post financial close.
Sample excerpt · Transition milestones (illustrative, Weeks 1-10) — illustrative figures
| Week | Milestone | Owner | Deliverable |
| 1-2 | Baseline condition survey of built structure | Independent engineer | Baseline report + photo log |
| 3-4 | Employee transfer / contract novation | Authority + Concessionaire | Transfer list signed |
| 5-6 | Equipment & inventory handover | O&M contractor | Asset register reconciliation |
| 7-8 | Performance security & insurance in place | Concessionaire | Compliance certificate |
| 9-10 | Data room closure & final completion certificate | Advisory + Authority | Closure memo |
- Independent engineer certifies baseline condition to prevent future handback disputes
- Same transition framework used for toll-road TOT bundles and power asset transfers, adjusted for asset-specific baseline surveys
Financial Close Report & Post-Close Governance Dashboard
Consolidated financial close certificate with funding flow confirmation, plus a live dashboard for post-close monitoring of milestones, reporting obligations and dispute triggers.
Sample excerpt · Post-close monitoring dashboard (sample fields) — illustrative figures
| Metric | Frequency | Threshold | Current status |
| Construction progress vs schedule | Monthly | ±5% of plan | On track |
| Debt service reserve balance | Quarterly | Min. 1x DSCR | Compliant |
| O&M KPI compliance (uptime, response time) | Monthly | ≥98% uptime | 97.6% - flagged |
| Insurance renewal status | Annual | No lapse | Renewed |
| Regulatory filing compliance | Quarterly | 100% | Compliant |
- Dashboard shared with authority, lenders and concessionaire for transparency
- Early-warning flags trigger a defined escalation protocol before formal default notices
Outcomes
- Financial close achieved on schedule with all CPs satisfied or formally waived by lenders
- Definitive agreements legally binding and consistent with negotiated commercial terms, minimising future disputes
- Clean, documented asset and operational handover reducing early-stage disputes and handback risk
- Post-close governance framework in place from day one, giving authority and lenders real-time visibility on obligations
Questions clients ask
What happens if a condition precedent cannot be met by financial close?
We work with counsel to structure a formal waiver or conditional close mechanism, agreed by lenders, with a backstop date and remedy plan — common for items like pending sub-approvals that don't threaten project viability.
Does this step apply the same way to energy assets like transmission lines or renewable IPPs?
Yes — the CP tracker, definitive agreement finalisation and financial close process are near-identical for a transmission BOOT project or a solar-plus-storage IPP; the main variation is technical CPs such as grid connectivity approval or fuel/PPA conditions replacing land or clinical-service conditions.
Who leads coordination between the authority, concessionaire and lenders during this phase?
Our team acts as the coordinating secretariat, running the CP tracker and weekly calls, while legal counsel and lenders' engineers retain sign-off authority on their respective workstreams.
